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Version control
1.0 31/12/02 Agreed version.
2.0 06/08/03 Baseline copy of Version 1.1 following
Contract Anomalies
3.0 05/11/03 Baseline copy of 2.3
3.1 21/01/04 Applying CCN 1115, CCN 1114a
3.2 09/06/04 Applying CCN 1115, CCN 1114a
3.3 17/06/04 Applying CCN 1123a
3.4 30/06/04 Correcting Anomaly
3.5 23/07/04 Applying CCN 1131b
3.6 19/08/04 Correcting Anomalies to CCN 1131b
4.0 26/08/04 Baseline copy of 3.6
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CONFIDENTIAL
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 (Pathway) Limited whose registered office is at 26 Finsbury Square,
London EC2A 1SL ("Fujitsu Services").
RECITALS
WHEREAS:
(a)
(d)
(e)
On 15 May 1996, the Secretary of State for Social Security acting through and on behalf
of the Department of Social Security and on behalf of the Department of Health and
Social Services for Northern Ireland ("DSS") and Post Office (collectively "the
Authorities") entered into certain agreements (the "Related Agreements") for the design,
development, integration and establishment by ICL Pathway Limited of a computerised
service infrastructure and for certain services to be provided thereon;
Such agreements comprised:
(i) an agreement between DSS and ICL Pathway Limited for, inter alia, the
provision by ICL Pathway Limited of services relating to a benefit payment card
(the "DSS Agreement");
(ii) an agreement between Post Office Counters Ltd and ICL Pathway Limited for,
inter alia, the provision by ICL Pathway Limited of the Horizon Service
Infrastructure and for the services to be provided thereon ( the "Post Office
Agreement"); and
(iii) an agreement among DSS, Post Office Counters Ltd and ICL Pathway Limited
for the supply of a service infrastructure and the provision of certain services
which were of common interest to both DSS and Post Office Counters Ltd (the
“Authorities Agreement");
On 24 May 1999, DSS and ICL Pathway Limited entered into an agreement under
which, inter alia, the DSS Agreement was terminated on that date;
On 24 May 1999 Post Office Counters Ltd and ICL Pathway Limited entered into an
agreement (the "Letter Agreement") under which they agreed that certain changes
should be made to the Post Office Agreement and the Authorities Agreement with effect
from that date;
Under the Letter Agreement Post Office Counters Ltd and ICL Pathway Limited agreed,
inter alia, to replace the Post Office Agreement and the Authorities Agreement (each as
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(k)
amended under change control procedures) with a single agreement (the “Codified
Agreement") codifying the changes to those agreements agreed in the Letter
Agreement;
Pursuant to the Letter Agreement, the Codified Agreement came into effect on 28 July,
1999;
Various changes have been made to the Codified Agreement since 28 July, 1999,
pursuant to the Change Control Procedure contained therein, including, in particular, the
change introduced by CCN 850 which introduced NBS and the implementation of PIN
Pads.
On 1 October 2001 Post Office Counters Ltd changed its name to Post Office Ltd;
On 2 April 2002:
(i) ICL PLC (Company No: 142200) changed its name to Fujitsu Services Holdings
Pic;
(ii) International Computers Limited (Company No: 96056) changed its name to
Fujitsu Services Limited;
(iii) ICL Pathway Limited (Company No: 3011561) changed its name to Fujitsu
Services (Pathway) Limited; and
(iv) ICL Pathway Asset Company Limited (Company No: 3011564) changed its
name to Fujitsu Services (Pathway Asset Company) Limited;
On 31 December 2002 the Parties signed CCN1100 to introduce and incorporate
agreed changes on and with effect from the Amendment Date and agreed a timetable
for additional work (set out in Schedule 12); and
This agreement (the “Agreement’) is the Codified Agreement as amended by CCN
1100.
NOW THEREFORE IT IS HEREBY AGREED as follows:
1.
PERFORMANCE OF SERVICES
Fujitsu Services shall perform the following Services in accordance with all applicable
provisions hereof:
1.1.1 the Operational Services;
1.1.2 the Development Services;
1.1.3 the Business Continuity Services;
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2.2
41
4.2
5.1
1.1.4 the Branch Hardware Implementation Services;
1.1.5 the Banking Implementation Activities; and
1.1.6 the Transfer Services and the NBS Transfer Services.
Notwithstanding paragraph 1.1 above, Fujitsu Services shall not be required to deliver
any element of a Service which is connected to or dependent upon:
1.2.1 NBS until the relevant derivative event(s) in the NB Project Plan shall have
occurred; and
1.2.2 Debit Card in a Branch until all of Debit Card Conditions have been satisfied in
respect of that Branch.
For illustration purposes only, a schematic overview of the Services is attached as
Annex A to this Agreement.
INTRODUCTION OF SERVICES AND INFRASTRUCTURE TO BRANCHES
Subject to Clause 2.2, the Services and the Branch Infrastructure shall be capable of
introduction in all Branches.
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.
[NOT USED]
DOCUMENTATION
Fujitsu Services shall provide to Post Office one hard copy and 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 as part of
the Charge for the Operational Services and S! Support Service.
CONSUMABLES
Post Office shall have the option of obtaining all or any of the Post Office Consumables
in such quantities as may be reasonably required by Post Office by giving Fujitsu
Services not less than thirty (30) days prior written notice thereof. The Post Office
Consumables shall be supplied in accordance with all applicable provisions hereof
including the provisions set out in Schedule 14.
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5.2
5.3
6.1
6.2
71
7.2
8.1
8.2
8.3
Fujitsu. Services shall deliver any Post Office 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 provide all Fujitsu Services Consumables which are required for
the performance of the Services.
CHANGES TO SERVICES
Subject to Clause 6.2, Fujitsu Services shall not introduce any product or service into
the Horizon Service Infrastructure or Services, nor make any change to Services or the
Horizon Service 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
Horizon Service Infrastructure or the Applications.
DEVELOPMENT OF NEW BUSINESS OPPORTUNITIES
Fujitsu Services shall, if so requested by Post Office, work with Post Office to identify
and develop new business opportunities for Post Office and Fujitsu Services.
It is the shared vision of the Parties that the services provided by Fujitsu Services will be
extended to support radical business change in Post Office back office operations,
which shall promote cost efficiency through the elimination of redundant processing
steps and boundaries between different suppliers’ systems, as far as practicable, cost
effective and desirable 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.
Notwithstanding any other provision of this Agreement to the contrary, Fujitsu Services’
obligations regarding the application of electronic signatures to be applied to data
transmitted and received across the link between the Data Centres and the NBE to
ensure the authenticity and integrity of that data shall be limited to the use of MACs in
accordance with paragraph 8.1.4.2 of the CCD entitled “NBS Definition” (BP/SPE/035).
Fujitsu Services shall use all reasonable endeavours to maintain the security of the
Services and shall comply with the security requirements set out in Schedule 2.
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8.4
8.5
8.6
9.1
Fujitsu Services shall offer all reasonable assistance to Post Office in preventing
fraudulent use of the Services and Horizon Service Infrastructure by Post Office's
employees and Agents.
Notwithstanding any other provision of this Agreement to the contrary, in respect of:
8.5.1 data transmitted and received between the DC Authorisation Agent and the
Merchant Acquirer;
8.5.2 data transmitted and received between the DCM and the Merchant Acquirer;
and
8.5.3 Sensitive DC Data included in a BIMS Report (as that term is defined in
paragraph 6.1.1 of Annex 3 to Schedule 15) submitted pursuant to paragraph
6.2 of Annex 3 to Schedule 15),
(individually and collectively “DC Data”),
the obligations of Fujitsu Services as to whether or not such DC Data are encrypted
and, if so, the method of encryption used (the “DC Data Security Obligations”), shall be
as specified in the CCD entitled “DC MoP Functional Description” (EF/SER/001) (in
respect of the DC Data referred to in Clauses 8.5.1 and 8.5.2) and the CCD entitled
“Network Banking Reconciliation and Incident Management” (NB/PRO/002) (in respect
of the DC Data referred to in Clause 8.5.3).
The obligations of Fujitsu Services in this Agreement regarding the:
8.6.1 elimination of the potential for any fraud or unauthorised disclosure of data ;
8.6.2 _ provision of significant barriers to attacks from internal conspiracy and collusion
to defraud Post Office;
8.6.3 prevention of corruption or loss of data; and
8.6.4 preservation and security of data,
shall, to the extent applicable to DC Data, be construed so as to be consistent with the
level of security which is achieved by complying with and fulfilling the DC Data Security
Obligations.
UNDERTAKINGS
Technical Standards
Fujitsu Services undertakes that:
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9.1.1
the Services shall comply with, and be provided in accordance with, the policies
and standards specified in Schedule 2 and all components and equipment used
in the course of the provision of the Services shall operate in accordance with
their technical specifications;
the provision of the Services shall not cause electrical interference beyond the
limits laid down in the relevant standard specified in Schedule 2, save to the
extent that any such interference is caused by Rate Boards and provided that
for the purpose of this Clause 9.1.2 the Services shall be deemed to include the
operation of any testing and monitoring instruments used in connection with the
provision of the Services;
the Horizon Service Infrastructure shall be provided in accordance with and
comply with all relevant applicable industry standards, as these are listed in
Schedule 2.
9.2 Performance of Services
Fujitsu Services undertakes that:
9.2.1
9.2.2
9.2.3
9.2.4
9.2.5
9.2.6
9.2.7
the Services 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) in accordance with the best of its
own established internal procedures;
the Services shall be performed in compliance with all applicable laws,
enactments, orders, regulations, and other similar instruments;
the Services shall be performed in accordance with all applicable service levels
in this Agreement (and, for the avoidance of doubt, Fujitsu Services shall ensure
migration of appropriate automated systems without any reduction in existing
service or security levels to Post Office's clients and customers);
Fujitsu Services shall provide the Operational Services using the Applications
functioning on the Horizon Service Infrastructure;
the interfaces to all external systems connected to the Horizon Service
Infrastructure shall operate in accordance with the applicable AIS and TIS; and
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.
9.3 Products
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Fujitsu Services undertakes that:
9.3.1
During the term of this Agreement all components of the Horizon Service
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 SLT or an ARL;
Post Office shall acquire title to the items in which it is to acquire title under
Clause 12.1 free from all encumbrances and Post Office shall have the right to
quiet possession of such items supplied hereunder;
all Post Office Consumables shall be compatible with the Horizon Service
Infrastructure.
10. CHARGES
10.1 Post Office shall pay to Fujitsu Services, throughout the term of this Agreement, each of
the following Charges:
10.1.1
10.1.2
10.1.3
10.1.4
10.1.5
10.1.6
the Operational Charges set out in paragraph 2 of Schedule 10 (as adjusted in
accordance with paragraph 5 of Schedule 10);
the Availability Fees set out in paragraph 3 of Schedule 10;
the SI Commitment Fee and related charges set out in paragraph 4 of Schedule
10 (as adjusted in accordance with paragraph 6.1 of Schedule 10) and the
Additional SI Charges described in paragraph 6.2 of Schedule 10;
the Implementation Charges set out in paragraph 7 of Schedule 10;
the Operational Business Change Charges set out in paragraph 8 of Schedule
10; and
the Network Banking Implementation Charges referred to in paragraph 11 of
Schedule 10.
10.2 Fujitsu Services shall credit to Post Office each of the Special Discounts and Post Office
shall pay to Fujitsu Services the Supplemental Charge set out in paragraph 9 of
Schedule 10.
10.3. Post Office shall pay to Fujitsu Services the charges for the supply of any Post Office
Consumables purchased by Post Office as calculated in accordance with Schedule 14.
10.4 All Fujitsu Services Consumables shall be supplied at the expense of Fujitsu Services.
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10.5
14.
12.
12.1
12.2
12.3
12.4
13.
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 in relation to the Services performed hereunder shall be made in
accordance with the invoicing and payment procedure specified in Schedule 9.
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 thirty (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).
OWNERSHIP
Hardware
12.1.1 Subject to Clause 12.1.2, ownership of, and risk in, the Initial Infrastructure shall
vest in Fujitsu Services. Ownership of any other hardware shall be determined
in accordance with Schedule 23.
12.1.2 Ownership of Paypoles and risk in PIN Pads shall each be as specified in
Schedule 24.
Post Office Consumables
Ownership of any Post Office Consumables supplied hereunder shall vest in Post Office
upon delivery thereof in accordance with Clause 5.2.
Notwithstanding the second sentence of Clause 12.1.1, ownership of, and risk in, Rate
Boards shall vest in and remain with Post Office.
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
INTELLECTUAL PROPERTY RIGHTS
Listed Documentation
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13.1 In consideration of the payment of the relevant Charges Fujitsu Services hereby grants,
or shall procure that the owner of the Intellectual Property Rights in Listed
Documentation grants, Post Office a perpetual, royalty-free, irrevocable (subject to
Clause 13.12) and non-exclusive licence to use, copy and modify solely in connection
with the Services the Listed Documentation.
13.2. The grant of rights contained in Clause 13.1 does not authorise any use or disclosure of
the Listed Documentation in question which would constitute a breach of the obligations
of confidentiality contained in Clause 50 or any other obligations of confidentiality which
have been accepted by Post Office.
Fujitsu Services’ Software
13.3 Where Fujitsu Services uses any Fujitsu Services Software in connection with the
provision of the Services Fujitsu Services shall grant to Post Office, or shall procure that
Post Office is granted, a non-exclusive, royalty-free licence to Use such Fujitsu Services
Software during the term of this Agreement for the purposes of receiving the Services.
Third Party Software
13.4 In respect of Third Party Software, Fujitsu Services shall in consideration of the payment
of the relevant Charges:
13.4.1 use all reasonable efforts to procure the right to grant to Post Office a perpetual,
royalty-free, irrevocable (subject to Clause 13.12) and non-exclusive sub-
licence to Use such Third Party Software, subject to Clause 13.6 and Clause
13.7, and, by the entering into of this Agreement, shall grant such sub-licences;
or
13.4.2. if Fujitsu Services is unable to procure the right to grant the sub-licence referred
to in Clause 13.4.1 Fujitsu Services shall procure that the third party grants to
Post Office a royalty-free and non-exclusive licence to Use the Third Party
Software subject to Clause 13.6 and Clause 13.7, and shall use all reasonable
endeavours to ensure that such licence is perpetual and (subject to Clause
13.12) irrevocable;
13.4.3. Post Office's licence or sub-licence to Use such Third Party Software shall be
subject to any additional terms and conditions imposed by the licensor, provided
that any terms of any sub-licence granted under Clause 13.4.1 or any licence
granted under Clause 13.4.2 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 13.
Internal Code
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13.5
13.6
13.7
13.8
13.9
13.10
In consideration of the payment of the relevant Charges Fujitsu Services hereby grants
to Post Office or shall procure prior to the commencement of any use by Post Office that
the relevant Third Party grants to Post Office a royalty-free non-exclusive licence to use
the Internal Code in connection with the Hardware of which it forms an integral part.
Such licence to use the Internal Code shall, subject to Clause 13.12, be perpetual and
irrevocable. On the sale or transfer of an item of Hardware of which Internal Code is an
integral part, 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.
Post Office shall be entitled to engage a third party to Use the Specially Written
Software and to Use Fujitsu Services’ Software, (and Fujitsu Services shall use all
reasonable endeavours to enable a third party engaged by Post Office to use Internal
Code and 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 the appropriate Fujitsu Services’ Software, Internal
Code and Third Party Software in order to create as many archival or back-up copies of
the same as are necessary. When copying 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 or the Third Party Software Owner].”
Deposited Software/Escrow Arrangements
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 Software Owner (if applicable) and the
NCC shall agree.
Fujitsu Services hereby grants to Post Office a perpetual, royalty-free, irrevocable
(subject to Clause 13.12) and non-exclusive licence 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 13.8 and the licence shall be subject to any restrictions
contained herein in respect of the object code version of the Deposited Software.
Subject to any necessary consents (which Fujitsu Services shall use all reasonable
endeavours to obtain) any licence or sub-licence granted by Fujitsu Services to Post
Office hereunder shall be transferable in accordance with the provisions of Clause 47.4.
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13.11 Subject to any necessary consents (which Fujitsu Services shall use all reasonable
endeavours to obtain) any rights to Use Software or use Listed Documentation granted
hereunder to Post Office are hereby granted to and are fully exercisable by members of
the Post Office Group and End Users.
13.12 Fujitsu Services may at any time by notice in writing terminate any licence granted
under Clause 13.1, Clause 13.3, Clause 13.4, Clause 13.5, Clause 13.9 or Clause
35.1.2 if Post Office is in Default of its obligations under the relevant Clause in relation
to such licence and Post Office shall fail to remedy such Default within thirty (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 which is the subject matter of
such licence and shall either return or destroy all copies of such Software, as directed
by Fujitsu Services.
13.13 Fujitsu Services warrants and represents that:
13.13.1 Post Office's use of the Horizon Service Infrastructure and the receipt of the
Services shall not infringe any Intellectual Property Rights of any third party; and
13.13.2 Fujitsu Services has the full capacity and authority to grant the licences referred
to in this Clause 13.
13.14 Specially Written Software and Specially Written Documentation
13.14.1 The Intellectual Property Rights in any Specially Written Software and Specially
Written Documentation shall be vested in Post Office upon acceptance of the
Specially Written Software and Fujitsu Services hereby assigns absolutely to
Post Office (by way of present assignment of future Intellectual Property Rights)
the Intellectual Property Rights in such Specially Written Software and Specially
Written Documentation for the full term during which the rights in such
Intellectual Property 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 granted under the Copyright Designs and Patents Act
1988 or equivalent or analogous rights under laws of other jurisdictions in
relation to such property.
13.14.2 Post Office hereby grants to Fujitsu Services a perpetual, irrevocable, non-
exclusive, royalty-free licence for each member of the Fujitsu Services Group to
use, operate, copy, modify and merge with (in the case of software) other
computer programs and (in the case of documents) other documents the
Specially Written Software and Specially Written Documentation:
13.14.2.1 for the purpose of providing the Services; and
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13.14.2.2 for any other purpose subject to obtaining the prior written
consent of Post Office, such consent not to be unreasonably
withheld or delayed.
13.14.3 The licences granted in Clause 13.14.2 include a right to grant sub-licences to
sub-contractors of a member of 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 50. 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, 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.
13.15 Developed Documentation
13.15.1 Subject to Clause 13.16, where Developed Documentation:
13.15.1.1 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
13.15.1.2 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;
then, as between Post Office and Fujitsu Services, the Intellectual Property
Rights in such Developed Documentation shall be vested in Post Office upon
acceptance of the Developed Documentation and Fujitsu Services hereby
assigns absolutely (by way of present assignment of future Intellectual Property
Rights) to Post Office the Intellectual Property Rights in such Developed
Documentation for the full term during which the rights in such Intellectual
Property 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 granted under the Copyright Designs and Patents Act 1988 or
equivalent or analogous rights under laws of other jurisdictions in relation to
such property.
13.15.2 Post Office hereby grants to Fujitsu Services a perpetual, irrevocable, non-
exclusive, royalty-free licence for each member of the Fujitsu Services Group to
use, copy, modify and merge with other documents Developed Documentation:
13.15.2.1 for the purpose of providing the Services; and
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13.15.2.2 for any other purpose subject to obtaining the prior written
consent of Post Office, such consent not to be unreasonably
withheld or delayed.
13.15.3 The licences granted in Clause 13.15.2 include a right to grant sub-licences to
sub-contractors of a member of 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 50. 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 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.
13.15.4Where Developed Documentation does not fall within Clause 13.15.1 the
Intellectual Property Rights in such Developed Documentation shall, as
between Post Office and Fujitsu Services, be vested in Fujitsu Services or its
licensors but Fujitsu Services shall grant to Post Office, or shall procure that
Post Office is granted, a perpetual, irrevocable, non-exclusive, royalty-free
licence for Post Office and its sub-contractors to Use such Developed
Documentation, subject to Clause 13.16.2.
13.16 Use of Internal Design Documentation and Specially Commissioned Design
Documentation
13.16.1 Subject to Clause 13.16.2, Post Office and a third party engaged by Post
Office, shall be entitled to use Horizon Design Documentation:
13.16.1.1 to support the evaluation, selection or procurement of third party
Applications or Branch Hardware for integration into the Horizon
Service Infrastructure;
13.16.1.2 to assist a third party in its development of an Application or
Branch Hardware for integration into the Horizon Service
Infrastructure;
13.16.1.3 to assist with integration of the Horizon Service Infrastructure with
other systems; and
13.16.1.4 to understand how to replace the Horizon Service Infrastructure
and the Applications in the long term, including interfaces with
software to be retained beyond the term of this Agreement,
each a" Design Purpose", and where reasonably required by Post Office for
any one or more Design Purposes, Fujitsu Services agrees to provide Post
Office and such third party with access to such Horizon Design Documentation.
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13.16.2 Post Office agrees :
13.16.2.1 that (irrespective of ownership of the Intellectual Property Rights in
Developed Documentation) it will not use any Horizon Design
Documentation for any purpose other than a Design Purpose;
13.16.2.2 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;
13.16.2.3 all Horizon Design Documentation shall be treated as Confidential
Information of Fujitsu Services and shall be subject to the provisions
of Clause 50 and such other confidentiality commitments as Fujitsu
Services may reasonably request as a precondition for its provision;
and
13.16.2.4 access to Horizon Design Documentation shall not serve to transfer
any Intellectual Property Rights in the documentation or information
contained therein to the Post Office or any third party.
13.16.3 For the purposes of determining ownership 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 to it.
13.17 Other Intellectual Property Rights
13.17.1 Ownership of the Intellectual Property Rights in all materials created by or on
behalf of Fujitsu Services for the purposes of this Agreement (other than
Specially Written Software, Specially Written Documentation and such
Developed Documentation as is referred to in Clause 13.15.1) shall, as between
Post Office and Fujitsu Services (subject always to express agreement to the
contrary in any Work Order or CCN and subject also to the licences contained in
this Agreement), vest in Fujitsu Services or its licensors.
13.17.2 Except as explicitly stated herein, nothing in this Agreement shall transfer
ownership of or grant licences (including rights under patents) under any pre-
existing or independently developed intellectual property of either Party.
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14.
14.1
14.2
14.3
14.4
13.17.3 Intellectual Property Rights shall not be transferred from third parties to
Fujitsu Services when Fujitsu Services act as Systems.
Integrator of Applications procured from third parties.
LICENCES FOR FUJITSU SERVICES TO USE INTELLECTUAL PROPERTY RIGHTS
Post Office hereby grants to Fujitsu Services a non-exclusive licence to use for the term
of this Agreement any software, documentation, logos, designs or other material
(referred to in this Clause as "material"), which are reasonably required by Fujitsu
Services for the purpose of performing the Services (and in which the Intellectual
Property Rights vest in Post Office) solely for the purposes of performing the Services.
Post Office hereby grants to Fujitsu a non-exclusive sub-licence or right, as specified in
the table in paragraph 1.2 of Schedule 13, to use the software listed in that table for the
term of this Agreement solely for the purposes of performing the Services and/or
running the Applications. Such sub-licence or right shall in respect of each item of
software:
14.1.1 be on the terms;
14.1.2 subject to the restrictions; and
14.1.3 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 table in paragraph 1.2 of Schedule 13 as being
applicable to that software.
Upon termination of this Agreement or upon Fujitsu Services ceasing to use such
material referred to in Clause 14.1, Fujitsu Services shall either return or destroy all
copies of such material as directed by Post Office. As part of the licence and sub licence
referred to in Clause 14.1, Fujitsu Services shall be entitled to copy such material
provided any Post Office copyright markings and security markings are preserved and
adhered to, and subject to Clause 45.4, 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.
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.
Post Office hereby grants Fujitsu Services the rights, in respect of the Third Party Data,
specified or referred to in the table in paragraph 1.3 of Schedule 13, subject to the
restrictions specified or referred to in that table.
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15.
16.
16.1
16.2
16.3
17.
17.1
DATABASES
Post Office shall have the right to use the Services and the Horizon Service
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
Schedule 9 and Schedule 20.
RIPOSTE 32 & WEBRIPOSTE SOFTWARE
Fujitsu Services has deposited a copy of the source code of the Riposte 32 and
WebRiposte Software at Fujitsu Services’ offices in Feltham.
Fujitsu Services has provided to Post Office certificates signed by Fujitsu Services’
Managing Director confirming that the actions described in Clause 16.1 have occurred,
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 13.8, Fujitsu Services shall no longer be obliged to retain a
copy of the source code at its offices in Feltham and Fujitsu Services and each officer of
Fujitsu Services shall be released from any liability arising from the certificates referred
to in Clause 16.2.
DATA
Post Office Data
17.1.1 Fujitsu Services shall not delete or remove any copyright notices contained
within or relating to the Post Office Data.
17.1.2 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 the Post Office Data and shall comply with the validation procedures set
out in the applicable CCDs referred to in Schedule 18 as such procedures may
be updated and amended from time to time. 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.
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17.2
18.
18.1
18.2
18.3
17.1.3 In the event that the Post Office Data is altered, corrupted or lost in the course
of performing the Services 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:
17.1.3.1 Post Office may require Fujitsu Services at its own expense to
restore or procure the restoration of the Post Office Data; or
17.1.3.2 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.
17.1.4 For the purposes of Clauses 17.1.2 and 17.1.3, the term "Post Office Data" shall
include the data of Post Office's clients.
17.1.5 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.
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.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY
Subject always to Post Office's proper observance of its obligations under this Clause,
Fujitsu Services shall indemnify Post Office against all claims, demands, actions, costs,
expenses (including but not limited to legal costs and disbursements 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
use or possession of the Horizon Service Infrastructure, the Listed Documentation,
Horizon Design Documentation and any documents provided pursuant to paragraph 9
of Schedule 20 (for the purposes of this paragraph 18 together “documentation”) by or
on behalf of Post Office or in connection with the Services.
Fujitsu Services shall promptly notify Post Office if any claim or demand is made or
action brought against Fujitsu Services to which this Clause applies.
Post Office shall promptly notify Fujitsu Services if any claim or demand is made or
action brought against Post Office to which Clause 18.1 may apply. Fujitsu Services
shall at its own expense conduct any litigation arising therefrom and all negotiations in
connection therewith and Post Office hereby agrees to grant to Fujitsu Services
exclusive control of any such litigation and such negotiations. Fujitsu Services shall
consult with and pay due regard to the interests (including the commercial interests of
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18.4
18.5
18.6
18.7
the Post Office Group and the public interest) and views of Post Office 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 shall at the request of Fujitsu Services afford to Fujitsu Services all
reasonable assistance for the purpose of contesting any claim or demand made or
action brought against Post Office to which Clause 18.1 may apply or any claim or
demand made or action brought against Fujitsu Services to which Clause 18.2 may
apply. Fujitsu Services shall reimburse Post Office for all costs and expenses (including
but not limited to legal costs and disbursements on a solicitor and client basis) incurred
in so doing.
Post Office 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 of
any Intellectual Property Right to which Clause 18.1 may apply or any claim or demand
made or action brought against Fujitsu Services to which Clause 18.2 may apply.
If a claim or demand is made or action brought to which Clause 18.1 may apply or in the
reasonable opinion of Fujitsu Services is likely to be made or brought, Fujitsu Services
may at its own expense either:
18.6.1 modify any or all of the Horizon Service Infrastructure or the documentation or
the Services (as the case may be) without reducing the performance and
functionality of the same, or substitute alternative products or services of
equivalent performance and functionality for any or all of the Horizon Service
Infrastructure or the documentation or the Services (as the case may be), 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 Post Office (whether by passing any
form of acceptance testing or otherwise), such acceptance not to be
unreasonably withheld or delayed, and shall reimburse Post Office all
reasonable costs directly incurred by them; or
18.6.2 procure a licence to use the Horizon Service Infrastructure or the
documentation or Services (as the case may be) on terms which afford to Post
Office no more extensive rights than those originally applicable hereunder and
which are acceptable to Post Office and shall reimburse Post Office all
reasonable costs directly incurred by it.
The foregoing provisions of this Clause 18 shall not apply insofar as any such claim or
demand or action is in respect of:
18.7.1 any use by or on behalf of Post Office of the Horizon Service Infrastructure or
the documentation or Services (as the case may be) in combination with any
item not supplied or approved (such approval not to be unreasonably withheld
or delayed) by Fujitsu Services where such use of the Horizon Service
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18.8
18.9
18.10
18.11
19.
19.1
19.2
Infrastructure or the Listed Documentation or Services (as the case may be)
directly gives rise to the claim, demand or action; or
18.7.2 any modification carried out by or on behalf of Post Office to any item supplied
by Fujitsu Services under this Agreement if such modification is not authorised
by Fujitsu Services in writing; or
18.7.3 any use by Post Office of the Horizon Service Infrastructure or the
documentation or Services (as the case may be) in a manner not reasonably to
be inferred from the specification or requirements of Post Office.
If Fujitsu Services has availed itself of its rights to modify the Horizon Service
Infrastructure or the documentation or the Services (as the case may be) or to supply
substitute products or services pursuant to Clause 18.6.1 (or Post Office has
unreasonably withheld its acceptance of such substitute products or services) or to
procure a licence under Clause 18.6.2 and such exercise of the said rights has avoided
any claim, demand or action for infringement or alleged infringement, or if Post Office
has unreasonably withheld its acceptance of any items modified or substituted by
Fujitsu Services in accordance with Clause 18.6, then Fujitsu Services shall have no
further liability thereafter under this Clause 18 in respect of the said claim, demand or
action.
If a modification or substitution in accordance with Clause 18.6.1 above is not possible
so as to avoid the infringement and Fujitsu Services has been unable to procure a
licence in accordance with Clause 18.6.2, Clause 18.1 shall apply.
Post Office hereby warrants and represents that any instructions given in relation to
Fujitsu Services’ use of any third party item supplied directly or indirectly by Post Office
shall not cause Fujitsu Services to infringe any third party's Intellectual Property Rights
in such item. Post Office shall, to the extent reasonably possible, assign to Fujitsu
Services any indemnity in its favour in relation to the Intellectual Property Rights in such
third party items.
The foregoing states the entire liability of Fujitsu Services with regard to the
infringement of any Intellectual Property Right by the use or possession of the Horizon
Service Infrastructure and the documentation by or on behalf of Post Office or in
connection with the Services.
USE OF SERVICES AND HORIZON SERVICE INFRASTRUCTURE
Fujitsu Services shall not restrict Post Office from using the Services and the Horizon
Service Infrastructure for its existing and future clients, Agents, customers, products and
services.
Any use by Fujitsu Services of the overall design of the Horizon Service Architecture
within the United Kingdom for purposes other than in connection with this Agreement
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shall be subject to the prior written agreement of Post Office on reasonable commercial
terms (such agreement not to be unreasonably withheld or delayed).
19.3. The Horizon Service 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 to provide any services to:
19.3.1 Post Office's current clients in respect of current products and services;
19.3.2 Post Office's current clients in respect of new products and services;
19.3.3 new clients in respect of current products and services;
19.3.4 new clients in respect of new products and services; or
19.3.5 Post Office's current market domains (including:
19.3.5.1
19.3.5.2
19.3.5.3
19.3.5.4
19.3.5.5
19.3.5.6
19.3.5.7
19.3.5.8
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personal cash and banking services - cash withdrawals and
deposits, cashing cheques, benefit payments and postal orders;
communications - letter and parcel services including stationery
and greetings products, other telecommunications _ retail
products and services;
corporate cash services - cash management services for
business customers, including business deposits, cash handling
and processing;
entertainment and leisure services - lotteries, fishing licences,
membership applications, TV licences and cable TV bill
payment, tickets for events;
personal savings and budgeting - savings and investment
accounts, household bill payment and pre-payment, credit
services, personal pensions, household insurance;
travel services - foreign exchange, international money transfer
and documentation including passports, travel tickets and motor
vehicle licences, car insurance and membership of motoring
organisations, travel insurance;
insurance - other general risk insurance and life assurance
products;
information services - about the products and services offered
by Post Office and its clients;
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20.
20.1
20.2
20.3
21.
22.
22.1
22.2
23.
19.3.5.9 benefit payment services).
DAMAGE TO PHYSICAL PROPERTY
Each Party will be responsible for loss or damage caused to the physical property of the
other if such loss or damage is occasioned by the negligence or wilful acts or omissions
of the first-named Party.
Subject to Clause 20.3, 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 20.1) at its own cost.
Risk in PIN Pads and Paypoles, liability for loss of or damage thereto and responsibility
for the costs of making good such loss and damage shall be as set out in Schedule 24.
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 stand at the risk and be 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 Fujitsu Services upon
request copies of its written security procedures and shall afford Fujitsu Services upon
request with an opportunity to inspect its physical security arrangements.
HEALTH AND SAFETY HAZARDS.
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23.1
23.2
23.3
24.
24.1
24.2
25.
26.
26.1
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 the 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.
GOVERNANCE
The day-to-day activities which form the subject matter of this Agreement shall be
monitored, managed and regulated through the use of the following procedures:
24.1.1 the meetings set out in paragraph 1 of Schedule 4;
24.1.2 the management roles set out in paragraph 2 of Schedule 4;
24.1.3 the reserved matters set out in paragraph 3 of Schedule 4;
24.1.4 the escalation procedures set out in paragraph 4 of Schedule 4; and
24.1.5 the relationship management set out in paragraph 5 of Schedule 4.
In relation to activities connected to Work Orders the procedures to be followed are set
out in Schedules 9, 20 and 23.
MONITORING
Post Office shall be entitled to monitor the performance by Fujitsu Services of its
obligations under this Agreement in accordance with the procedures set out in Schedule
19 and Schedule 4.
POST OFFICE RESPONSIBILITIES
Subject to the provisions of Clause 50 Post Office undertakes to provide at its own cost
and expense to Fujitsu Services, all information, services, facilities and responses which
it is expressed (which may be by cross reference to other provisions of this Agreement
or CCDs) in Schedule 16 that Post Office will provide. Post Office shall use all
reasonable endeavours to perform such Post Office Responsibilities in a timely fashion
in accordance with Schedule 12 and any other agreed timetable specified in this
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26.2
26.3
27.
27.1
Agreement. This Clause 26.1 is subject to the specific rules set out or referred to in
Schedule 16 in respect of the NBS or Debit Card.
Without limitation to Clause 26.1, Post Office shail 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 (6) 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.
Fujitsu Services shall not be liable to Post Office for any failure to perform or delay in
performing its obligations hereunder:
26.3.1 where Fujitsu Services proves that such failure or delay has been directly
caused by the failure of Post Office to perform any of its obligations or
responsibilities under this Agreement or any CCDs; or
26.3.2 to the extent such failure or delay arises as a result of the Rate Boards, the
installation thereof by the Post Office or the connection of the Rate Boards to
the Horizon Service Infrastructure.
This sub-Clause 26.3 shall not apply to Clause 31.2, which shall be governed by the
specific rule stated in Clause 31.2.
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 Post Office Group (which expression
shall in this Clause 27 include all persons employed or engaged by the Post Office
Group and all persons other than Fujitsu Services and its sub-contractors providing
services to the Post Office 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.
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27.2
27.3
274
275
28.
28.1
28.2
28.3
28.4
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 Post Office Group or to any Branch, specifying the capacities in which
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 Post Office 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 Post Office 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 50, Post Office shall keep the CCD
entitled “Fujitsu Services Key Personnel” (HR/CON/001) confidential in accordance with
the provision of Schedule 6.
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 thirty (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
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29.
29.1
29.2
29.3
29.4
30.
30.1
30.2
identified after the date of this Agreement. It shall be a responsibility of the Forums to
identify and agree any such additional key personnel (together with any activities which
are relevant to them).
LIQUIDATED DAMAGES AND POST OFFICE ADDITIONAL COST
In the event that the Services fail to meet the Service Levels contained in Schedule 15,
Fujitsu Services shall pay Post Office liquidated damages and Post Office Additional
Costs (such payment to be in the form of credit notes unless Post Office directs
otherwise) calculated or determined in accordance with Schedule 15 and paid pursuant
to Schedule 9.
Fujitsu Services shall pay Post Office the liquidated damages referred to in Clause 29.1
within thirty (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 thirty (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 34.2 and paragraph 7 of Schedule 15:
29.4.1 liquidated damages payable in respect of any LDT failure (which is not an ARL
failure to which paragraph 2.5.2 applies), 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
29.4.2 Post Office's Additional Costs or liquidated damages payable in respect of any
ARL failure shall be Post Office's exclusive remedy in respect of that failure.
INJURY TO PERSONS; LOSS OF PROPERTY
Subject always to Post Office's proper observance of its obligations under this Clause,
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 30.1
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 (including the commercial interests of the Post Office Group and
the public interest) and views of Post Office in the conduct of any defence to any claim
or demand hereunder, and shall, where it is reasonable to do so, comply with such
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30.3
31.
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 30.2, 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 31, Fujitsu Services shall be liable
for all losses and shall indemnify Post Office against all costs, expenses, losses and
damages incurred, including any legal costs (together referred to in this Clause 31 only
as “Losses”), as a result of:
31.1.1 any unauthorised third party access to the Horizon Service Infrastructure;
31.1.2 any unauthorised third party access to the Post Office Service Environment
which is gained through the Horizon Service Infrastructure;
31.1.3 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);
31.1.4 any other form of fraud.
If and to the extent that Fujitsu Services proves that any of the matters referred to in
Clause 31.1 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 31.1 shall not apply. The
foregoing is in place of the general rule stated in Clause 26.3.
[Not used]
In the case of NBS or in relation to the operation of the NBS, Clause 31.1.4 shall not
apply unless the fraud in question was perpetrated by a person who was at the time in
question:
31.4.1 an employee, agent or sub-contractor of Fujitsu Services (such agents or
subcontractors being together referred to as, "Current NBS Participants");
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31.4.2
31.4.3
31.4.4
31.4.5
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 NBS Participants") and who satisfies the Information
Condition;
an employee, agent or sub-contractor of the Current NBS Participants who
satisfies the Information Condition;
a former employee, agent or sub-contractor of a Current NBS Participant who.
was an employee, agent or sub contractor (as the case may be) of that Current
NBS Participant at any time on or after 14 April 2001 and who satisfies the
Information Condition; or
a former employee, agent or sub-contractor of a Former NBS Participant who
was an employee, agent or sub-contractor (as the case may be) of such Former
NBS Participant while that Former NBS Participant was a Current NBS
Participant and who satisfies the Information Condition.
31.5 Fujitsu Services shall not be liable for or indemnify Post Office in respect of any Losses:
31.5.1
31.5.2
31.5.3
31.5.4
where the Losses incurred by Post Office relate solely to the NBS or the
operation of NBS.
where 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 NBS) 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).
where the unauthorised access, hacking or fraud was perpetrated through or by
use of, the NBE or elements of the Horizon Service Infrastructure at NBE
premises other than by the persons referred to in Clause 31.4.
where 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 AP Transaction types using the AP-ADC 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:
31.5.4.1 defects in Fujitsu Service's design or implementation of the AP-ADC.
Facility;
31.5.4.2 a failure by Fujitsu Services to maintain the AP-ADC Facility in
accordance with Clause 6.1 or to process such new Transactions in
accordance with its obligations set out in this Agreement; or
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31.9
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31.5.4.3 a defect in such design, development, introduction or use resulting
from an error in the CCD entitled “AP-ADC Reference Manual”
(AP/MAN/002) the presence of which is solely or mainly attributable
to a breach by Fujitsu Services of its obligations set out in Clause
9.2.1 or 9.2.2 when it assisted Post Office to produce that CCD
under Work Order.
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 MAC Key or a password/passphrase shared between the Merchant Acquirer and
the Data Centres or the subsequent use of such MAC Key or 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.
In this Clause 31, the "Information Condition" means that the person concerned either:
31.7.1 is 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
31.7.2
is 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:
31.7.2.1
31.7.2.2
used such information obtained as a result of their relationship with
Fujitsu Services in perpetrating the fraud in question; and
Fujitsu Services fails to show that it had taken all reasonable steps
and precautions to prevent that information being obtained.
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:
31.8.1 fraud in connection with or unauthorised disclosure of;
31.8.2 loss or corruption of; or
31.8.3 hacking in connection with,
DC Data, irrespective of whether such DC Data are inside or outside the Horizon
Service Infrastructure unless and to the extent that such arises from a Default of Fujitsu
Services.
In the case of NBS, or 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:
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31.10
31.11
32.
32.1
32.2
31.9.1 Banking Transactions falsely or incorrectly authorised unless and to the extent
caused by a failure of the NB System or of the NBS which is (in either case) a
Default;
31.9.2 DC 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
31.9.3 Fraudulent use of an NB Token or an ETU Token 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, after the Amendment Date, Post Office accepts a Design Proposal which 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 31.1, be liable for or
indemnify Post Office against any Losses incurred by Post Office resulting from
unauthorised access to the Horizon Service 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.
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.
LIMITATION OF LIABILITY
Neither Party hereto excludes or limits its liability to any other Party 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.
Subject always to Clause 32.1 and Clause 32.3, the liability of each Party for Defaults
shall be subject to the financial limits set out in this Clause 32.2.
32.2.1 The aggregate liability in relation to any Default 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:
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32.2.2
32.2.3
32.2.4
32.2.5
32.2.6
32.2.1.1 one and a half million pounds (£1,500,000) per period in the case
of Post Office; and
32.2.1.2 ten million pounds (£10,000,000) per period in the case of Fujitsu
Services.
The aggregate liability of Post Office for all Defaults (other than a Default
governed by Clause 32.2.1) arising during the period 15 May 2002 to 31 March
2003 (inclusive) or in any Financial Year thereafter shall in no event exceed four
million five hundred thousand pounds (£4,500,000) per period.
The aggregate liability under this Agreement of Fujitsu Services for all Defaults
(other than a Default governed by Clauses 32.2.1, 32.2.4 or 32.2.5):
32.2.3.1 for the period from 1 January 2002 to 31 March 2003 (inclusive)
shall not exceed £1,729,000;
32.2.3.2 for the Financial Year ending on 31 March 2004 shall not exceed
£7,139,000; and
32.2.3.3 in any Financial Year thereafter shall not exceed 10% of the
Operational Charges for the previous Financial Year.
Subject to Clause 32.2.5 the aggregate liability of Fujitsu Services for all
Defaults (other than a Default governed by Clause 32.2.1) relating to a
particular Work Order shall not exceed 100% of the Charges payable pursuant
to that Work Order.
Where Fujitsu Services is engaged under a series of related Work Orders
covering two or more of the following Development Process Stages:
32.2.5.1 Solution Specification Stage;
32.2.5.2 Solution Build and Test Stage; and
32.2.5.3 Implementation Stage,
the aggregate liability of Fujitsu Services for all Defaults (other than a Default
governed by Clause 32.2.1) 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 32.2.4.
The aggregate liability of Fujitsu Services for all Defaults (other than a Default
governed by Clause 32.2.1) relating to NBS prior to NBS Acceptance shall not
exceed 100% of the Network Banking Implementation Charges.
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32.3
32.4
32.5
32.6
32.7
32.8
32.9
The liability of Fujitsu Services under this Agreement for the fraud or other criminal
activities of Fujitsu Services, its employees or subcontractors shall be limited to fifteen
million pounds (£15,000,000) per Fraud Event. Such sum shall be increased in line with
increases to the Retail Prices Index.
Subject to Clause 32.5, the financial limits specified in Clause 32.2 shall
(notwithstanding the reference to Defaults) apply to the aggregate of all claims for
monetary relief which either Party may have against the other either under this
Agreement or otherwise in relation to the subject matter of this Agreement, including as
well as claims arising from defaults all claims for liquidated damages and Post Office
Additional Cost pursuant to Clause 29 and Schedule 15, all claims to be indemnified
pursuant to Clauses 18, 30 or 31 and all other claims or costs which are compensatable
in money or money's worth.
The financial limits applicable to Post Office under Clause 32.2 shall be exclusive of and
additional to any liability of Post Office to pay any Charges, the Transfer Payment, NBS
Transfer Payment or any Termination Charges or NBS Termination Charges 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 32.1, in no event shall any Party be liable to the other Party
for indirect or consequential loss or damage. For the avoidance of doubt, this Clause
shall not be deemed or construed to affect Fujitsu Services' liability under Clause 31.
The provisions of Clause 32.6 shall not be taken as limiting the right of Post Office to
claim from Fujitsu Services for:
32.7.1 additional operational and administrative costs and expenses; and/or
32.7.2 expenditure or charges rendered unnecessary as a result of any Default by
Fujitsu Services.
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. In applying Fujitsu Services' common law and contractual obligations to mitigate
(whether for the purpose of calculating the Termination Payment or otherwise) no regard
shall be paid to the manner in which the Roll Out Payment is stated to be apportioned in
the definition of the term "Roll Out Payment" as it appeared in versions of this
Agreement prior to introduction of CCN 1100.
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33. TERM AND TERMINATION
33.1 Term
The term of this Agreement shall, unless terminated earlier in accordance with the
provisions of Clause 34 or extended at the option of Post Office in accordance with
the provisions of Clause 33.2, be for a period commencing on 28 July, 1999 and
ending on 31 March 2010.
33.2 Post Office Term Extension Option
33.2.1
33.2.2
If Post Office wishes to consider extending the term of this Agreement beyond
the period referred to in Clause 33.1, not less than 18 months prior to expiry of
this Agreement it shall notify Fujitsu Services in writing of its wish to do so. In
addition to any provision set out in Schedule 22, within 20 Business Days of the
delivery of such notice Fujitsu Services shall meet with Post Office and in good
faith discuss and explore the basis on which it would propose extending the
term of this Agreement.
Such basis shall be based upon the following high-level principles:
33.2.2.1 a Branch Hardware refresh (including full or partial replacement
and/or refurbishment) shall be undertaken by Fujitsu Services on a
funding basis to be agreed;
33.2.2.2 Operational Charges will be reduced to take account of the new
Branch Hardware;
33.2.2.3 Operational Charges will otherwise be increased or reduced to
take account of actual costs relative to those contemplated in this
Agreement as at the Amendment Date;
34. TERMINATION OF AGREEMENT
34.1. 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:
34.1.1
34.1.2
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
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34.1.3
34.1.4
34.1.5
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 34 expressly entitles Post Office to
terminate this Agreement; or
the circumstances in Clause 49.5 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 thirty (30) days of written notice to Fujitsu Services specifying the
obligation in question and requiring it to be performed 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.
34.2 Subject to paragraph 9.3 of Schedule 24, 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 and:
34.2.1
34.2.2
such Default is capable of remedy and Fujitsu Services shall have failed to
remedy the Default within thirty (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
such Default is not capable of remedy (and for the purposes of this Clause,
failure to comply with a timescale shall not of itself be considered a Default not
capable of remedy).
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34.3
34.4
34.5
34.6
34.7
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 thirty (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 34.1.1 or Clause
34.2 or Clause 34.3 Post Office shall return the Horizon Service Infrastructure or any
part thereof (other than any part in relation to which it has exercised the option to
acquire under Clause 35), in which case Fujitsu Services shall at no additional cost to
Post Office, remove such parts of the Horizon Service Infrastructure 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 34.1.1 for
three (3) 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 if not so possible as soon as reasonably practicable, and in any event no
later than one (1) month after such change of control taking place.
Post Office may terminate this Agreement by giving Fujitsu Services not less than
twelve (12) 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 22.
Post Office may at its discretion (without being obliged to give any reasons) raise a
Change Request to terminate any service or Application introduced through the Change
Control Procedure after the approval of CCN 1100 provided that:
34.7.1 such service or Application was, at the time of introduction, a wholly new service
or Application and not merely a variation of an existing service;
34.7.2 where such service or Application has been developed by Fujitsu Services, it
has been developed at Post Office’s cost;
34.7.3. the termination of such service or Application shall not involve the termination of
any infrastructure or service on which any other service or Application is
dependent; and
34.7.4 the impact of terminating such service or Application has been agreed and
described in the CCN introducing the same.
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34.8
34.9
35.
35.1
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 1.1.6, 13, 17.2, 18, 26.3, 31, 32, 34, 35, 37, 39, 45, 50, 57,
58, 61, the provisions of Schedules 1, 3, 10, 22 and 24 and paragraphs 2.2.3.4 and 2.4
of Schedule 13 shall survive the termination of this Agreement by Post Office or Fujitsu
Services or the expiry of this Agreement.
RIGHTS ON EXPIRY OR TERMINATION OF AGREEMENT
In the event of termination or expiry of this Agreement, 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, have the option,
exercisable at any time within one month after notice of termination, 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:
35.1.1 any or all of the hardware that is comprised within the Horizon Service
Infrastructure and/or that:
35.1.1.1 is being used; or
35.1.1.2 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 not owned by Fujitsu Services or any of its subsidiary
companies);
35.1.2 subject to Clause 35.7, copies of and a non-exclusive licence to use for the
purpose of making continued provision of services equivalent to the Services,
all Software (other than Specially Written Software) and all other software (in
Source Code (where Fujitsu Services has the right to such Source Code) and
object code format (and including up to date copies of archive and back-up
versions of such software)), data, tools, utilities, documentation and any other
item necessary to provide the Services including, without limitation, all software
and other items used for production, development, training and testing in
relation to the Services;
35.1.3 to the extent not licensed pursuant to Clause 35.1.2, a non-exclusive licence
(and copies of relevant materials) of all necessary Intellectual Property Rights
which are owned by Fujitsu Services and used in connection with the
performance of this Agreement; and
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35.1.4
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 (non-employment) agreements entered into by Fujitsu Services which are
necessary to the performance of the Services as Post Office may designate.
35.2 The Licences referred to in Clause 35.1.2 and 35.1.3:
35.2.1
35.2.2
35.2.3
35.2.4
35.2.5
35.2.6
shall not be subject to payment other than the Transfer Payment;
shall, in the case of third party licences granted pursuant to Clause 35.1.2, be
subject to any applicable licence terms, provided that Fujitsu Services shall
procure that such terms shall not detract from Post Office’s or the Next
Suppliers’ ability to provide services equivalent to the Services;
without limiting the generality of the foregoing, shall permit Post Office and the
Next Supplier to Use such software, and use such documentation and other
materials; and in the case of Fujitsu Services Software and documentation,
modify, adapt, enhance and develop the same and in the case of third party
software, modify, adapt, enhance and develop the same where Fujitsu Services
has such rights available to it;
shall be perpetual and irrevocable, subject to Clause 13.12 and (in the case of
any third party licences granted pursuant to Clause 35.1.2) subject to
termination in accordance with the applicable licence terms referred to in
paragraph 35.2.2 above;
without limiting the generality of the foregoing, shall permit use by members of
the Post Office Group and End Users; and
subject to Clause 35.7, shall pertain to the versions of all software, data, tools,
utilities, documentation and other materials then in use by Fujitsu Services in
the provision of the Services, 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.
35.3. Notwithstanding the generality of Clauses 35.1.1 to Clause 35.2 Post Office agrees:
35.3.1
35.3.2
only to exercise its rights under such Clauses to the extent that the relevant
Project Assets apply to, and are required for the operation of the Horizon
Service Infrastructure and the Applications or are otherwise to be provided
pursuant to Schedule 22 (including, for the avoidance of doubt, the Exit Plan);
in the case of Escher Upgrade Software the provisions of paragraph 2 of
Schedule 13 shall apply in lieu thereof.
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35.4 ‘In the event that Post Office exercises any of the options in Clause 35.1, Post Office
shall pay to Fujitsu Services on completion of such option a sum equal to the Transfer
Payment.
35.5 In the event that this Agreement is terminated as provided for herein:
35.5.1 Fujitsu Services shall return to Post Office all Post Office Group Property in its
possession;
35.5.2 Fujitsu Services shall 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;
35.5.3 Post Office shall be entitled on termination to offer any employee or sub-
contractor (being an individual) of Fujitsu Services who has during the six (6)
months prior to such offer been involved for at least seventy five per cent (75%)
of his contracted working time in performing Fujitsu Services’ obligations under
this Agreement employment or an agreement for services with Post Office and
Fujitsu Services agrees that if such person accepts such offer Fujitsu Services
shall release such person 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; and
35.5.3.1 as soon as possible following any notice of termination being given
(in the case of an early termination of this Agreement) and no later
than three (3) months prior to the expiry of this Agreement (in the
case of the termination of this Agreement through the effluxion of
time) Fujitsu Services shall at the request of Post Office provide to
Post Office or to the Next Supplier nominated by Post Office details
of the terms of employment of all Fujitsu Services personnel who
are then employed in the performance of the Services as
reasonably required by Post Office in order to permit compliance
with the Transfer of Undertakings (Protection of Employment)
Regulations 1981 by Post Office or a replacement contractor;
35.5.3.2 subject always to Post Office's proper observance of its obligations
under Clause 35.5.3.3, 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' subcontractors 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 1981,
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35.6
35.7
36.
37.
37.1
37.2
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 35.5.3.1 as transferring pursuant to the Regulations and (ii)
relates to employer's obligations accruing after the said transfer of
employment which are clearly identified within the relevant
employment details;
35.5.3.3 in the event of any claim or demand being made or action brought
to which Clause 35.5.3.2 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. Post Office, its
sub-contractors, agents and employees 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 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 35.1 shall be acquired "as is", but 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” with
details of all Software data, tools, utilities, documentation and other items necessary to
perform the Services and run the Applications, 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 Clauses 35.1.2
and 35.2.6 which shall be deemed superseded by such CCD when agreed by the
Parties.
[NOT USED]
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 (6) 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,
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37.3
37.4
37.5
37.6
37.7
38.
39.
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 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 Clause
37.1 and Clause 37.2 above 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.
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
fourteen (14) days of such accounts having been lodged at Companies House or its
local equivalent to Companies House.
All information obtained by Post Office pursuant to this Clause and Schedule 3 shall be
treated as Confidential Information.
The Parties shall comply with the provisions of Schedule 3.
Notwithstanding the provisions of this Clause 37 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
(Soft Launch) shall be conducted as Audit Record Queries or as Old Format Queries
and shall be subject to the limits set out in the Information retrieval and audit section
of the CCD entitled “Service Description for the Security Management Service”
(CS/SER/016).
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.
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40.
41.
42.
43.
44.
44.1
44.2
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, the
Post Office Agreement and the Authorities Agreement 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
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:
44.2.1 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;
44.2.2 contractual relationships with Agents;
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44.3
45.
45.1
45.2
45.3
45.4
45.5
46.
44.2.3 contractual relationships with its clients;
44.2.4 policy control of its network;
44.2.5 its reconciliation, settlement and key infrastructure support processes;
44.2.6 its relationship with its suppliers; and
44.2.7 its product and service design.
Fujitsu Services’ and its subcontractors’ contacts with Agents shall be arranged 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 45.1 by all its servants, 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
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
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46.1
46.2
47.
47.1
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 No. NO.
Post Office Limited Calthorpe House,
15-20 Phoenix Place,
London,
WC1X ODG
For the attention of:
Contract Manager (FS)
Fujitsu Services Forest Road,
(Pathway) Limited Feltham,
Middlesex,
TW13 7EJ
For the attention of:
Business Unit Director of
Fujitsu Services
(Pathway) 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 46.1 shall, in the
absence of earlier receipt, be deemed to have been duly given as follows:
46.2.1 if delivered personally, on delivery;
46.2.2 if sent by first class post, two clear Working Days after the date of posting; and
46.2.3 if sent by facsimile, at the expiration of four hours after the time it was
transmitted,
provided that in each case where delivery by hand or by facsimile occurs after 6.00 p.m.
on a Business 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.
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47.2
47.3
47.4
475
47.6
Subject to Clause 47.6 Post Office hereby consents to Fujitsu Services having
subcontracted its obligations specified in Schedule 7 to the respective sub-contractors
specified therein. Additional or substitute sub-contractors may be approved from time to
time in accordance with Clause 47.1 after the date hereof, in which case Schedule 7
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 the Services on Fujitsu Services’ behalf as though such
acts or omissions were its own.
Post Office hereby agrees that, subject to it having given Fujitsu Services the relevant
confirmation referred to in the table of work and events in Schedule 12, if so requested
by Fujitsu Services (Pathway) Limited, it will enter into a deed of novation (subject to
agreement on the precise terms of such deed (such agreement not to be unreasonably
withheld)) under which the entire benefit and burden of Fujitsu Services (Pathway)
Limited's rights and obligations under this Agreement is transferred to Fujitsu Services
Limited (Company number 96056) and Post Office accepts the covenant of Fujitsu
Services Limited in lieu of the covenant of Fujitsu Services (Pathway) Limited (as
though Fujitsu Services had always been party to this Agreement in place of Fujitsu
Services (Pathway) Limited).
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 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 47.2 and any approval which may be granted in
respect of additional or substitute sub-contractors pursuant to Clause 47.2 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 7) 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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48. NON-SOLICITATION
48.1 Subject to Clause 35.5.3, 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 or has been in the previous three
months either:
48.1.1 an employee of the Previous Employer; or
48.1.2 engaged by the Previous Employer as a contractor performing the services of
such an employee.
48.2 In the event that such Key Individual is employed or engaged by the other Party with the
agreement of (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.
48.3 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.
48.4 Nothing in this clause is intended to prevent or frustrate the right of any individual to
seek employment as he thinks fit.
49. FORCE MAJEURE
49.1 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 49.7), (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 attrinutable 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 31.1 constitute a force majeure event.
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49.2
49.3
49.4
49.5
49.6
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 Fujitsu Services, the Parties shall agree 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 (1) 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 (1) 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 ninety (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 34.1.5.
Extension of Time
If the performance of this Agreement by either Party be delayed by reason of any Force
Majeure event (as defined in Clause 49.1), 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
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49.7
50.
50.1
50.2
Party in writing within one (1) Working Day of becoming aware of the Force Majeure
event.
Political Risk
Notwithstanding the provisions of Clauses 49.1 to 49.5, a change of, or new,
Governmental Regulation:
49.7.1 shall not entitle Post Office to terminate this Agreement under Clause 49.5, and
any such purported termination shall be treated as a termination for
convenience in accordance with Clause 34.6; and
49.7.2 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:
50.2.1 if and to the extent required by law;
50.2.2 if and to the extent that the other Party has given prior written consent to the
disclosure;
50.2.3 to its professional advisers;
50.2.4 to the extent requested by H.M. Government;
50.2.5 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);
50.2.6 to Royal Mail Group;
50.2.7 to Fujitsu Services Holdings Plc, Fujitsu Services Limited or its Parent
Companies;
50.2.8 to Fujitsu Services' approved sub contractors as listed in Schedule 7;
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50.3
50.4
50.2.9 to potential arrangers of funding for the investment required in connection with
this Agreement;
50.2.10 if and to the extent reasonably necessary to be disclosed for the purpose of
arranging and maintaining funding generally for Fujitsu Services Holdings Pic or
Fujitsu Services;
50.2.11 which is in the possession of the receiving Party without restriction in relation to
disclosure before the date of receipt from the disclosing Party;
50.2.12 which is received from a third party who lawfully acquired it and who is under no
obligation restricting its disclosure; or
50.2.13which is independently developed without access to the Confidential
Information.
From the earlier of 1 October 2008 and the date on which Post Office serves notice on
Fujitsu Services of its intention to terminate this Agreement, Post Office shall be entitled
to disclose Confidential Information to bona fide potential Next Suppliers of the Services
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 services equivalent to the 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):
50.4.1 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;
50.4.2 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
50.4.3 without prejudice to the generality of the foregoing:
50.4.3.1 neither Fujitsu Services nor any person engaged by Fujitsu Services
(whether as a servant or a 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
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50.5
50.6
50.7
51.
52.
52.1
50.4.3.2 Post Office may discharge the obligation imposed on it by Clause
50.4.2 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 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.
[Not used]
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 50 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
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.
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52.2
53.
54.
55.
55.1
55.2
56.
57.
57.1
Fujitsu Services shall take all reasonable steps to ensure the observance of the
provisions of Clause 52.1 by all servants, 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 shall procure that simultaneously with the execution of this Agreement:
55.1.1 Fujitsu Services Holdings pic shall execute and deliver to Post Office a
guarantee in the form set out in Part A of Schedule 8; and
55.1.2 Fujitsu Limited shall execute and deliver to Post Office a guarantee in the form
set out in Part B of Schedule 8.
Breach of Clause 55.1 shall constitute a Default not capable of remedy.
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 thirty (30)
days after, alteration or cancellation of such insurance.
INTERPRETATION
As used in this Agreement:
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57.2
57.3
57.4
57.5
57.6
57.7
57.1.1 the terms and expressions set out in Schedule 1 shall have the meanings
ascribed therein;
57.1.2 the masculine includes the feminine and the neuter; and
57.1.3 the singular includes the plural and vice versa.
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 49.7 and any rights Fujitsu Services may
have under Schedule 2 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 57.6 and 57.7, 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:
57.5.1 the Clauses and Schedule 1;
57.5.2 all other Schedules;
57.5.3 CCDs subject to Hard Change Control;
57.5.4 all other CCDs and (subject to Clause 57.7) all Work Orders; and
57.5.5 CRDs.
Working Documents do not affect or introduce any contractual obligations between any
of the Parties.
To the extent that a Work Order purports 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. To the extent that a Work Order purports to
make other amendments to the terms of this Agreement it shall have the precedence
priority stated in Clause 57.5.
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57.8
57.9
58.
59.
60.
61.
62.
62.1
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 (being its Clauses, Schedules and Annexes) and the CCDs 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 Dispute Resolution Procedure described in Annex 2 to Schedule 4.
LAW AND JURISDICTION
This Agreement shall be governed by and shall be interpreted in accordance with
English Law and, subject to Clause 60, 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 understanding between the Parties relating to the
subject matter of this Agreement. Each of the Parties acknowledges that in entering into
this Agreement it has not relied on any representation, warranty, promise or assurance,
whether or not in writing, and whether or not negligent, given or made by any other
Party as an inducement to enter into this Agreement. Accordingly no Party shall have
any right of action (except in the case of fraud) against any other Party arising out of
any such representation, warranty, promise or assurance.
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62.2
62.3
62.4
This Agreement supersedes the Letter Agreement, the schedules to the Letter
Agreement, the Heads of Agreement referred to in the Letter Agreement, the Post Office
Agreement and the Authorities Agreement, each of which shall be of no further effect
(but without prejudice to rights and liabilities of the Parties accruing under the Letter
Agreement, the schedules thereto or the Heads of Agreement referred to in the Letter
Agreement between 24 May, 1999 and 29 July, 1999).
The Parties acknowledge that the consent agreement (the "Consent Agreement") dated
16 September 1997 among DSS, Post Office, ICL plc, Fujitsu Services and ICL Pathway
Asset Company Limited shall not be terminated by the execution of this Agreement and
that references in the Consent Agreement to the "Post Office Agreement", the
“Authorities Agreement" or the "Related Agreements" or any provisions thereof shall be
references to this Agreement or (as the case may be) the equivalent provisions of this
Agreement.
The Parties agree that:
62.4.1 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 Part A and B of the CCD entitled “Application of CCNs to
Contract Baseline” (POL/HOR/CON/002) those amendments have been made.
Subject to Clauses 62.4.2, 62.4.3 and 62.4.4 below, the said CCNs have
accordingly been superseded by this Agreement to that extent but this shall be
without prejudice to the application of the said CCNs to matters other than the
Clauses and Schedules of this Agreement (including their application to, or the
introduction of, CCDs and CRDs and/or to any charges or credits specified in
the said CCN which shall be due or which shall become due to be paid or
allowed);
62.4.2 the following provisions of the Second Supplemental Agreement between the
parties dated 24 September 1999 (CCN560) have been reflected by
amendment to this Agreement:
62.4.2.1 Clause 5 and Schedule 3 thereof;
62.4.2.2 Clause 10 thereof,
62.4.2.3 the amendments contained in Schedule 5 thereof as incorporated
by Clause 11 thereof;
62.4.3 save to the extent referred to in Clause 62.4.2 above as having been reflected
in this Agreement the provisions of the Second Supplemental Agreement
(CCN560) and of the Side Agreement dated 24 September 1999 (CCN560) and
of the Side Agreement dated 24 September 1999 (CCN561) have not been
reflected by amendment to this Agreement and accordingly shall remain in
effect insofar as applicable;
CLAUSES Version 4.0
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62.4.4
62.4.5
those CCNs and Change Requests formally submitted on or prior to 1 July 1999
and not listed in the CCD entitled “Application of CCNs to Contract Baseline”
are not relevant to this Agreement and shall forthwith cease to have effect;
the provisions of the CCNs listed in Part C of the CCD entitled “Application of
CCNs to Contract Baseline” (POL/HOR/CON/002) (including any provisions set
out in any attachments to those CCNs) have not been reflected by amendment
to this Agreement (save that the provisions in CCNs 754c and 829 relating to
the payment of Charges by Post Office have been incorporated into Schedule
10 of this Agreement and such provisions contained in CCNs 754c and 829 are
superseded with the effect that no payments of Charges shall be due under
CCNs 754c and 829 to Fujitsu Services from Post Office, and further, save to
the extent that any provisions of those CCNs are identified (in Part C of the
CCD entitled “Application of CCNs to Contract Baseline” (POL/HOR/CON/002)
as having been incorporated into and superseded by the provisions of this
Agreement) and accordingly shall remain in effect insofar as applicable.
CLAUSES Version 4.0
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Annex A
(Schematic Overview)
Project Services
—————
edule 23
Branch Hardvare implementation
Business Contnuty Series Operational Services Transfer Series Banking implementation Activites (Note 2)
Schedule 21 Schedule 19 Schedule 22 Schedule 24
Development
Schedule 20 ‘Additonal EPOSS Data Capture Capacity Management Operational Busness Change Services
Tartareieec asset] Presa sie] Conte tanta 1 on etn Opts ger
Operational Busness Change Branch
Hardvare Procurement (ale aftaare Development
Implementation Support Systems Integration ]
‘AP Business Change
Managernert infomation Network
Tsao rasnat (ae ) I {Ge apr Serie 2) HH
Horgan loan
Insalaton Nal Product Support LL Reconaliation
(ODS. PIV Pad inlemeriaton te 2)
Reference Dala Management Seouiy Management
‘Service Management
‘Systems Management
Technical Serice Desk
Third Line Software Support
‘Transaction Bendimarking
Note 1: Services in question may be provided by Fujitsu Services or others.
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Note 2: Banking Implementation Activities are Current Development Services (“CDS”) but are shown separately because identified separately in the definition
of ‘Services’ and dealt with in Schedule 24 rather than Schedule 23 (in relation to PIN Pad Implementation) and Schedule 20 (in relation to all other Banking
Implementation services).
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CONFIDENTIAL
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:
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:-
Myles Blewett
Masons
30 Aylesbury Street
London EC1R OER
CLAUSES Version 4.0
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S.J. Sweetman
(signed on 28th July, 1999)
R. Christou
(signed on 28th July, 1999)
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20.
21,
22.
23.
Contents
PERFORMANCE OF SERVICES
INTRODUCTION OF SERVICES AND INFRASTRUCTURE TO BRANCHES
[NOT USED]
DOCUMENTATION
CONSUMABLES
CHANGES TO SERVICES
DEVELOPMENT OF NEW BUSINESS OPPORTUNITIES
SECURITY
UNDERTAKINGS,
CHARGES
PAYMENT
OWNERSHIP
INTELLECTUAL PROPERTY RIGHTS
Page
LICENCES FOR FUJITSU SERVICES TO USE INTELLECTUAL PROPERTY RIGHTS
16
DATABASES
RIPOSTE 32 & WEBRIPOSTE SOFTWARE
DATA
INTELLECTUAL PROPERTY RIGHTS INDEMNITY
USE OF SERVICES AND HORIZON SERVICE INFRASTRUCTURE
DAMAGE TO PHYSICAL PROPERTY
DAMAGE TO PLANT, TACKLE AND TOOLS.
ACCESS TO POST OFFICE PREMISES
HEALTH AND SAFETY HAZARDS.
17
17
17
18
20
22
22
22
22
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24, GOVERNANCE
25. MONITORING
26. POST OFFICE RESPONSIBILITIES
27. FUJITSU SERVICES' PERSONNEL
28. FUJITSU SERVICES’ KEY PERSONNEL
29. LIQUIDATED DAMAGES AND POST OFFICE ADDITIONAL COST
30. INJURY TO PERSONS; LOSS OF PROPERTY
31. LIABILITY
32. LIMITATION OF LIABILITY
33. TERM AND TERMINATION
34. TERMINATION OF AGREEMENT
35. RIGHTS ON EXPIRY OR TERMINATION OF AGREEMENT
36. [NOT USED]
37. AUDIT
38. ADDITIONAL RESOURCES
39. RECOVERY OF SUMS DUE
40. AUTHORITY AND APPROVAL
41, STATEMENTS AND REPRESENTATIONS,
42. DISCLAIMER OF IMPLIED TERMS
43, WAIVER
44, RELATIONSHIP OF PARTIES
45. PUBLICITY
46. COMMUNICATIONS & NOTICES
47. TRANSFER AND SUB-CONTRACTING
48.
NON-SOLICITATION
23
23
23
24
25
26
26
27
30
33
33
36
39
39
40
40
41
41
“1
41
41
42
42
43
45
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49. FORCE MAJEURE
50. CONFIDENTIALITY
51.
52. DISCRIMINATION
53. EXPORT
54. VAT
55. GUARANTEE
56. INSURANCE
57. INTERPRETATION
58.
AND CCDS
59. SEVERABILITY
60. DISPUTE RESOLUTION PROCEDURE
61. LAW AND JURISDICTION
62. ENTIRE AGREEMENT
ANNEX A (SCHEMATIC OVERVIEW)
REMEDIES CUMULATIVE
45
47
49
49
50
50
50
50
50
AMENDMENTS TO CLAUSES, SCHEDULES AND ANNEXES OF THIS AGREEMENT
52
52
52
52
52
55
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LIST OF SCHEDULES
Schedule 1 - Interpretation
Schedule 2 - Policies and Standards
Schedule 3 - Audit
Schedule 4 - Governance
Schedule 5 - Change Control
Schedule 6 - Fujitsu Services’ Key Personnel
Schedule 7 - Subcontractors
Schedule 8 - Form of Parent Company Guarantees
Schedule 9 - Ordering, Invoicing and Payment
Schedule 10 - Charges
Schedule 11 - Value for Money
Schedule 12 - Timetable
Schedule 13 - Licences
Schedule 14 - Consumables
Schedule 15 - Services Levels and Remedies
Schedule 16 - Post Office Responsibilities
Schedule 17 - Infrastructure
Schedule 18 - Application Management
Schedule 19 - Operational Services
Schedule 20 - Development Services
Schedule 21 - Business Continuity
Schedule 22 - Contract Termination and Service Transfer
Schedule 23 - Branch Hardware Implementation Services
Schedule 24 - Banking Implementation
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SCHEDULE 1
INTERPRETATION
Version History
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1.0 31/12/02 Agreed version.
2.0 06/08/03 Baseline copy of Version 1.1 following
Contract Anomalies
3.0 05/11/03 Baseline copy of 2.3
3.1 29/01/04 Applying CCN 1115, CCN 1114a
3.2 09/06/04 Applying CCN 1115, CCN 1114a
3.3 21/06/04 Applying CCN 1111, CCN 1109a, CCN 1124
3.4 30/06/04 Applying CCN 1109a, CCN 1111,
3.5 23/07/04 Applying CCN 1131b
3.6 19/08/04 Correcting Anomalies to CCN 1131b
4.0 26/08/04 Baseline copy of 3.6
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CONFIDENTIAL
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:
“Acceptance”
“Accounting Week”
“Additional EPOSS Data
Capture Service”
“Additional Remedy Level”
or “ARL”
“Additional Resources”
“Additional SI Charges”
“Admin Positions”
“ADSL”
“ADSL Connection”
“Agent”
Schedule 1 Version 4.0
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means acceptance of a Service or Release in accordance with
the relevant acceptance procedure;
means a period (of consecutive days) which is defined in Post
Office Reference Data provided to Fujitsu Services and which
begins and ends at midnight. For information only, such
period will usually commence at midnight on Thursday and last
for a period of seven days;
means the Services referred to in row 2 of Table C of Schedule
19;
shall have the meaning set out in paragraph 1.1.3 of Schedule
15;
shall have the meaning set out in paragraph 10.3.1 of
Schedule 20;
means any charges payable by Post Office for Additional SI
Services under paragraph 6.2 of Schedule 10;
means all automated Counter Positions, mobile configurations
(as described in row 7 of Annex A of Schedule 10) operational
sets of Counter Equipment which are not Counter Positions;
means asynchronous digital subscriber line;
means an ADSL network connection to a Branch which is
intended to be established and held open between times to be
agreed by the Parties;
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;
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“Agreed Form NDA"
“Agreed Form Terms &
Conditions”
“Amendment Date”
“Ap”
“APACS”
“AP- ADC Facility
“AP Business Change
CCDs”
“AP Business Change
Services”
“AP Client Specification”
“Applicable Services”
“Application”
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means the agreed form non disclosure agreement to be
agreed between the Parties (acting reasonably) by the date
set out in row 19 of the Table of Work and Events in Schedule
12;
means one of the sets of terms and conditions in the Agreed
Form which are to be used as the basis of Commercial Terms
and which are contained, or are to be contained, in the CCD
entitled “Standard Terms and Conditions for Work Orders” (to
be agreed by the date specified in Schedule 12);
means 1 January 2003;
means automated payment,
Payment Service;
effected by the Automated
means the Association for Payment and Clearing Services;
the meaning given to it in Paragraph 2.2.2 of Schedule 18;
means the CCDs entitled “Service Description for AP Client
Take-On Service” (CS/SER/011), “Service Description for AP
Client Delivery Agreement Change Service” (CS/SER/012)
and “Service Description for AP Client File Re-send Service”
(CS/SER/013);
means the Services referred to in row 3 of Table B of Schedule
19;
means a document describing an APS Client Service Type;
means the following Services and Applications: APS, Horizon
System Help Desk Service, Message Broadcast Service,
OBCS, 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 Centre Operations Service, Technical Service Desk and
Operational Business Change Service — Branch Change;
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) those applications listed in Schedule 18 or
any applications of a similar nature;
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“Application Development”
“Application Interface
Specification” or “AIS”
“Approve”
“APS Clients”
“APS Client Service Type”
“Archive Server”
“Asset Manager”
“Asset Register”
“Associated Fee”
“ATM”
“Attachable Computer
System”
“Audit Record Query”
“Authorised Official”
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means those Services described in paragraph 3 of Schedule
20;
means a CCD describing an interface, including, but not
limited to, the definition with which data transferred across that
interface must comply;
means to approve in writing, and related terms shall be
construed accordingly;
means Clients supported by the APS;
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;
means the platform on which Fujitsu Services gathers and
archives data for subsequent retrieval and/or analysis;
means the Software referred to as such and identified in
Schedule 13;
shall have the meaning given to it in paragraph 2.2.1.1 of
Schedule 22;
means a fee charged by Post Office to Customers on its own
or a Client's behalf for a service or goods, that is collected
when the service is performed or the goods are supplied;
means automated teller machine or asynchronous transfer
mode as the context requires;
means a computer system (provided either by Fujitsu Services
under this Agreement, or by any other party authorised by Post
Office and agreed with Fujitsu Services) authorised by Post
Office for connection to the Horizon Service Infrastructure;
shall have the meaning ascribed to it in the CCD entitled
“Service Description for the Security Management Services”
(CS/SER/016);
means a person authorised by Post Office to sanction
alterations or modifications to Post Office Premises;
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“Authorising Officer”
“Authorities’ Agreement”
“Automated Payment
Service” or “APS”
“Availability Fees”
“Back Office”
“Balance”
“Balancing Period”
“Bank Holiday”
“Bank Interface Testing
Stage”
“Banking Implementation
Activities”
“Banking Transaction”
“Banks”
“Benchmarker”
“Benchmarkable Service”
“Benchmarking Criteria”
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means a representative of Post Office who has authority to
raise orders, authorise invoices, and may make decisions on
specified areas on behalf of Post Office;
means the agreement referred to in Recital (b)(iii);
means the Applications referred to in paragraph 2.2 of
Schedule 18;
means the charge described in paragraph 3 of Schedule 10;
means applications and operations relating to Post Office
Branch business related processing;
means the process of reconciling the cash and Stock on hand
at the start and end of a period (which may be a Post Office
Branch Accounting Period) with sales and receipts during the
period;
means the time between final Balances of a Stock Unit;
means a day on which banks in England are legally closed for
business by statute or proclamation;
shall have the meaning ascribed to it in paragraph 1.7 of
Annex 1 to Schedule 24;
means the obligations of Fujitsu Services set out in Schedule
24 other than the NBS Transfer Services;
means the transactions supported by the NBS set out in the
CCD entitled “NBS Definition” (BP/SPE/035);
means the banks, building societies and/or other organisations
for or on behalf of which Post Office provides banking services
using NBS from time to time, as agreed by the Parties
pursuant to the Operational Business Change procedure
and/or the Change Control Procedure, as appropriate;
shall have the meaning given to it in paragraph 2.6 at
Schedule 11;
shall have the meaning given to it in paragraph 2.1.1 of
Schedule 11;
shall have the meaning given to it in paragraph 2.8 of
Schedule 11;
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“Beneficiary”
“Branch”
“Branch Balance”
“Branch Hardware”
“Branch Hardware
Implementation Services”
“Branch Infrastructure”
“Branch Manager”
“Branch Office Staff”
“Bronze ISDN”
“Bronze Service Branch”
“Bureau”
“Bureau Type”
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means a person entitled to receive one or more benefits;
means a post office or any other location where Post Office
(whether directly or by means of Agents) transacts business
with Customers;
means the aggregate balance across all the Stock Units in a
Branch;
means hardware (together with any integral software) which is
or is to be integrated into the Horizon Service Infrastructure
together with any tools supplied with such hardware which are
required to facilitate such installation, replacement or removal;
means the services to be supplied by Fujitsu Services
described in Schedule 23;
means the Initial Branch Infrastructure and any equipment
introduced in excess of the limits in Annex A to Schedule 10;
means the person who has the necessary authority within
Branches through whom arrangements for installation and
implementation of the Horizon Service Infrastructure and
Services at each Branch can be made;
means any persons who serve Customers at Counter
Positions in a post office;
means an ISDN or VSAT dial up connection for on-line
communications;
means a Branch that seeks to use a Dialled Connection 24
hours per day, 7 days per week;
means the Application referred to in paragraph 4.3 of Schedule
18 and “Bureau Application” shall be construed accordingly.
means a logical grouping of Branches set by Post Office
Reference Data that controls the menu access to the Bureau
Application 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.
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“Business Continuity Plan”
“Business Continuity
Services”
“Business Unit Director”
“CO Confirmation”
“CO Confirmation Agent”
“C1 Confirmation”
“C1 Confirmation Agent”
“C4 Confirmation”
“Capacity Management
Service”
“CAPO”
“Cash Account”
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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;
means Fujitsu Services obligations set out in Schedule 21 and
the CCD entitled “Business Continuity Framework”
(CS/SIP/002);
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 a confirmation message written by the NBS Counter
Application during a Banking Transaction when that Banking
Transaction has been Declined for a reason other than the
receipt from the NBE of an NB Authorisation Declining the
Banking Transaction;
means the software application to be installed in each Data
Centre and used to process CO Confirmations transmitted
between the Branch NB System elements and the NBE;
means the software application to be installed in each Data
Centre and used to process CO Confirmations transmitted
between the Branch NB System elements and the NBE;
means the software application to be installed in each Data
Centre and used to process C1 Confirmations transmitted
between the Branch NB System elements and the DRSH;
means a NB Confirmation sent from the NBE containing, inter
alia, the NBE's view of a Banking Transaction;
means the Service referred to in row 1 of Table C of Schedule
19;
means the Bank which supports Post Office account cards;
means the method by which the Transactions performed and
the cash and Stock on hand at the end of a Post Office Branch
Accounting Period are declared to Post Office main accounting
offices;
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“Cash Account Period”
“Cash-Back”
“Cash Centre”
“Cash Flow Reporting”
“CCD”
“CON”
“Central Infrastructure”
“Central Network”
“Change Control Note”
“Change Control
Procedure”
“Change Request”
“Charges”
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shall have the meaning ascribed to it in the CCD entitled “Data
Errors / Non-Data Errors -— Contractual Definition”
(CS/SER/017);
means an EFTPOS arrangement which allows a Customer to
draw cash as part of a normal Transaction;
means a centre that manages and distributes value items for
the Post Office network;
means a reporting by a Branch to a counters remittance unit at
the end of the Post Office Branch Accounting Period. Each
such report consists of a summary over the Post Office Branch
Accounting Period of the daily declarations made at close of
business of its cash in hand, cash Remittances sent and cash
Remittances received, by denomination, during that day;
means a Contract Controlled Document (q.v.);
means a Change Control Note (q.v.);
means the Initial Central Infrastructure and any additional
hardware and software which is introduced other than any
hardware or software introduced pursuant to paragraph 3.5 of
Schedule 17;
means network communications between the Data Centres
and the switches used by Fujitsu Services or (Fujitsu Services’
sub-contractor which operates that network) to answer ISDN
calls from Branches;
means a document used in the Change Control Procedure and
defined in Schedule 5;
the Hard Change Control Procedure and/or the Soft Change
Control Procedure, as relevant to the particular change;
shall have the meaning given to it in paragraph 4.1.1.2 of
Schedule 5;
means the charges payable by Post Office under this
Agreement as specified in Schedule 10 or elsewhere in this
Agreement;
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“Client”
“Client Service Type”
“Commercial Forum”
“Commercial Terms”
“Commercial Terms
Signature Sheet”
“Commit”
“Competitive ISL”
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means an organisation (in respect of NBS, other than a Bank
and in respect of Debit Card, other than banks and building
societies) on behalf of which Post Office provides a service to
Customers at Branches;
means a variant of a standard service with detailed aspects of
that service customised to meet a specific Client's needs;
means the Forum referred to as such in Annex 1 to Schedule
4;
means the commercial terms (based upon Agreed Form Terms
& Conditions) which form part, or are intended to form part, of
a Work Order and describe the terms on which the Work
Package Element described in the Statement of Work is to be
carried out including:
(a) the charges which are payable in respect thereof, and
(b) any conditions which have to be fulfilled if a
Commercial Terms Signature Sheet in relation to Work
Package Element is to be valid (for example,
conditions as to the time within which the Commercial
Terms Signature Sheet and Purchase Order must be
received);
means a signature sheet in the form set out in CCD reference
PA/TEM/093
means in relation to a Transaction, to execute a Transaction
Committal for that Transaction. Related terms shall be
construed accordingly;
means Competitive ISL as described in paragraph 7.1 of
Schedule 20
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“Compliant Branch”
“Composite Product”
“Conceptual Design”
“Confidential Information”
“Consultancy Services”
“Consumable” or
“Consumables”
“Consumable CRD”
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means a Branch which allows sufficient operational space for
the Horizon equipment to be installed and sufficient space for
other Post Office equipment and transactions to be carried out.
The space requirements for the Horizon equipment are given
in Site Survey Requirements (IM/REQ/005). The minimum
dimensions for a Counter Position are detailed by Post Office
in their documents for refurbished offices and ISIS controlled
schemes. Layouts agreed by Post Office shall be shown on
any drawings presented in support of compliance, indicating
which layout has been used and at which Counter Position.
A dedicated live electrical circuit (or circuits) shall be provided
at the Post Office Branch distribution board. The circuit(s) shall
meet in force electrical regulations and the documented
requirements of the Horizon system;
means a method of handling cash or Value Stock in which a
number of Post Office Product lines are combined for
handling;
means a Development Services related document produced
by Post Office or by Fujitsu Services for Post Office (as
Developed Documentation) which shall describe Work
Packages, as further described in paragraph 8 of Schedule 20;
means all information (other than Escher Confidential
Information defined in paragraph 2.4 of Schedule 13)
designated as such by either Party hereto in writing together
with the Source Code of Specially Written Software, the
existence and terms of this Agreement, the negotiations
relating thereto and all other information (whether in writing or
not) which relates to the business, affairs, products,
developments, trade secrets, know-how, personnel, customers.
and suppliers of either party or information which may
reasonably be regarded as the confidential information of the
disclosing Party;
means those Service described as such in Schedule 20
(Development Services);
means the consumables to be supplied pursuant to Clause 5
and referred to in paragraph 1.1 of Schedule 14;
shall have the meaning given to it in paragraph 6.1 of
Schedule 14;
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“Consumable Notice’
“Contract Controlled
Document” or “CCD”
“Contract Referenced
Document”
“Contracted Transaction
Time”
“Contracted Volume”
“Core Document Set”
“Core SI Services”
“Core SI Team”
“Core System Release”
“Counter Clerk”
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shall have the meaning given to it in paragraph 4.1 of
Schedule 14;
means a document which: a) is listed as a CCD in the CCD
entitled “Contract Controlled and Referenced Document List”
(reference I SUP/CON/001; ICL Pathway reference
BP/SPE/026); and b) is referred to (such reference being to
that document itself or by reference to a class or group of
documents which includes that document) in this Agreement or
in a CCD; and c) may only be amended through the Change
Control Procedure;
means a document which: a) is listed as a CRD in the CCD
entitled “Contract Controlled and Referenced Document List”
(reference SUP/CON/001; ICL Pathway _ reference
BP/SPE/026); and b) is referred to in this Agreement; and c)
may be amended other than through the Change Control
Procedure;
means the time set out in this Agreement against which a
Transaction is measured for determining performance against
Service Levels;
means each of the levels defined as a “Contracted Volume” in
the CCD entitled “Horizon Capacity Management and New
Service Business Volumes” (PA/PER/033) applicable to
components of the Horizon Service Infrastructure as specified
in that CCD;
means the CCDs indicated to be within such set in the CCD
entitled “Contract Controlled and Referenced Document List”
(BP/SPE/026);
means those services provided by the Core SI Team except
the SI Support Services;
means the skilled Fujitsu Services resource to be used in
carrying out Development Services, the make-up and
parameters of which is further described in Paragraph 10 of
Schedule 20;
means the Release defined in the CCD entitled “ICL Pathway
Core System Release Contents Description”,
means a member of Branch Office Staff;
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“Counter Equipment”
“Counter Position”
“Counter Processing Time
Components”
“Counter Training Service”
“CRD”
“CSR”
“CSRY”
“Customer”
“Customer Session”
“Daily Transaction Feed”
“D Messages”
“Data Centre”
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means the PC's, printers, screens, local area network and
other equipment installed by Fujitsu Services in Branches for
the provision of the Services;
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;
means a system component of a Banking Transaction which
occurs prior to the generation of a NB Request or after receipt at
the Counter Position of the corresponding NB Authorisation;
means the Service referred to in row 3 of Table C of Schedule
19;
means Contract Referenced Document (q.v.);
means Core System Release (q.v.);
means the Release defined in the CCD entitled “ICL Pathway
Core System Release Plus Contents Description” as amended
and/or supplemented by and in accordance with the CCDs
entitled “Supplement to Addendum B of the ICL Pathway Core
System Release Plus Contents Description” and “PINICL
Resolution Status for Release Authorisation Board for CSR+”,
means a person transacting, or seeking to transact, business
with Post Office through any of the Services;
means a set of contiguous Transactions recording business
transacted by a single Customer;
means a single Data File generated daily by e-pay and
transferred via the Horizon Service Infrastructure to the DRSH
for the purposes of reconciliation;
means a message transmitted by the NBE to the DRSH when
the amount included in settlement of a Banking Transaction
differs between the Bank and the Counter Position;
means either or both (as the context requires) of the central
computer systems comprising Hardware, Software and local
networks used by Fujitsu Services in the provision of the
Services;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Data Centre Operations
Service”
“Data Controller”
“Data File”
“Data Processor”
“Data Reconciliation Service
Host” or “DRSH”
“Data Warehouse”
"DC Authorisation”
"DC Authorisation Agent”
"DC Confirmation”
"DC Data”
"DCM"
"DC Mop"
"DC Request”
Schedule 1 Version 4.0
Page 13 of 55
means the Service referred to in row 5 of Table A of Schedule
19;
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 or are intended to be (on the date that the
parties enter into the CCN which introduces the NBS)
processed by Fujitsu Services under the applicable provisions
of this Agreement;
means a set of electronic data, contained within a single file
and held or used within, or transmitted over, any of the
Services provided by Fujitsu Services;
has the meaning ascribed thereto in the Data Protection Act
1998;
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;
means the data warehouse used by Fujitsu Services to
provide management information to Post Office in connection
with the Applications;
shall have the meaning ascribed to it in the CCD entitled “DC
MoP Functional Description” (EF/SER/001);
shall have the meaning ascribed to it in the CCD entitled “DC
MoP Functional Description” (EF/SER/001);
shall have the meaning ascribed to it in the CCD entitled “DC
MoP Functional Description” (EF/SER/001);
shall have the meaning set out in Clause 8.5;
shall have the meaning ascribed to it in the CCD entitled “DC
MoP Functional Description” (EF/SER/001);
means a Method of Payment where the form of payment is a
DC Token;
shall have the meaning ascribed to it in the CCD entitled “DC
MoP Functional Description” (EF/SER/001);
FUJ00000080
FUJ00000080
CONFIDENTIAL
"DC Token"
"DC Transaction”
"Debit Card"
"Debit Card Conditions”
“Default”
“Deliverable”
“Delivery Manager”
“Demand Planning Forum”
“Deposited Software”
“Design Authority”
“Design Limit”
Schedule 1 Version 4.0
Page 14 of 55
shall have the meaning ascribed to it in the CCD entitled “DC
MoP Functional Description” (EF/SER/001);
shall have the meaning ascribed to it in the CCD entitled “DC
MoP Functional Description” (EF/SER/001);
means the DC MoP element of EPOSS;
means:
(a) NBS Acceptance;
(b) receipt by Fujitsu Services of authority to release the
Software relating to Debit Cards for operational use;
and
(c) the deployment by Fujitsu Services of such Software in
the Branches in which Debit Card is to be introduced;
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;
means an item which Fujitsu Services is required to provide
under the terms of this Agreement;
means the individual that manages a Work Package for Post
Office;
means the Forum referred to as such in Annex 1 to Schedule
4;
means all software designated as such in paragraph 4 of
Schedule 13;
means the individual within Post Office that sets an initial
development work requirements baseline and is tasked with
assuring delivery aligns to the requirements;
means each of the levels defined as such in the CCD entitled
“Horizon Capacity Management and Business Volumes”
(PA/PER/033);
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Design Proposal”
“Design Purpose”
“Developed Documentation’
“Development Process”
“Development Process
Stages”
“Development Services”
“Dial-up Transaction”
“Dialled Connection”
“Direct Interface Test” or
“DIT?
“Director Business
Development”
Schedule 1 Version 4.0
Page 15 of 55
means a Work Package related development document, as
further described in accordance with paragraph 8 of Schedule
20;
has the meaning ascribed to it in Clause 13.16.1;
means documentation, which is not Specially Written
Documentation, which is produced by Fujitsu Services under a
Work Order for Development Services, such documentation
having been:
(a) specified as a deliverable for the Post Office in that
Work Order; or
(b)
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
Service's performance of Professional Services (as
described in paragraph 2.1 of Schedule 20); during the
Development Process Stages described in paragraphs
6.1.1, 6.1.2 or 8.4.1 of Schedule 20;
shall have the meaning set out in paragraph 5.7 of Schedule
20;
shall have the meaning set out in paragraph 5.7 of Schedule
20;
shall have the meaning set out in paragraph 2.1 of Schedule
20;
means a Transaction which requires a dial up connection from
a Branch to the host system to enable on-line communication;
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;
means a test carried out to confirm compliance with an
Application Interface Specification;
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;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Director Commercial and
Finance”
“Director Purchasing
Services”
“Dispute”
“Dispute Owner”
“Disputed Banking
Transaction Notice”
“Dispute Resolution
Procedure”
“Distribution Centre”
“Downtime”
“DSS Agreement”
“DVLA”
“DVLA On-line Link”
Schedule 1 Version 4.0
Page 16 of 55
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;
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;
means any dispute arising out of or in connection with this
Agreement;
shall have the meaning given to it in paragraph 5.1.2 of Annex
2 to Schedule 4;
means Within Period One (as defined in the CCD entitled
“Service Description for the Security Management Service”
(CS/SER/016)), notification (and the provision of related
information) of a Banking Transaction which requires
investigation to Fujitsu Services's management support unit
(MSU) in accordance with the procedure set out in the CCD
entitled “Network Banking Reconciliation and Incident
Management” (NB/PRO/002) for raising a DBTN (as referred
to in that CCD) via the enquiry service;
means the procedure set out in Annex 2 to Schedule 4 to this
Agreement;
means Sites from which cash, Value Stock and other items
(other than data) are distributed to Branches;
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 an call being made to
the Help 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” in accordance with the Working Document entitled
“System Service: Reporting & Remedial Settlement Process”
(CS/PER/104), as agreed from time to time between Fujitsu
Services and the Post Office;
means the agreement referred to in recital (b)(i);
means Driver and Vehicle Licensing Agency;
means the communication links between the Data Centres and
the systems of the Driver and Vehicle Licensing Agency;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“DVLA POME”
“DWP”
“ECCO+”
“EDG"
“Effective Exchange Rate”
or “Effective Rate”
“EFT”
“EFTPOS”
“End to End Banking”
“End to End ETU”
Schedule 1 Version 4.0
Page 17 of 55
the meaning given to it in Paragraph 2.2.6 of Schedule 18;
means The Secretary of State for Work and Pensions (known
as The Secretary of State for Social Security prior to 7" June
2001) acting through and on behalf of the Department for
Work and Pensions and on behalf of the Department for Social
Development for Northern Ireland (prior to restructuring and
renaming on 7" June 2001 known as DSS);
means a Post Office EPOS system formerly installed in some
Branches;
means Post Office's external data gateway that may be used
by Post Office (subject to agreement under the Change
Control Procedure or Operational Business Change, as
applicable in respect of a change made in relation to an
existing AP Client or the introduction of a new AP Client) to
receive Transaction data from the APS and to route such data
to AP Clients;
means the exchange rate applied to a Transaction for a
Customer derived by the Bureau Application from the
applicable spot rate (in the current Spot Rates File) and trading
margin (in the current Margins File) as described in paragraph
4.2.10 of the CCD entitled “Bureau Definition” (BP/SPE/043).
means electronic funds transfer;
means Electronic Funds Transfer at Point of Sale: a term used
to describe the debiting of Customers’ accounts, usually
through EPOS systems, for goods or services they purchase.
For the avoidance of doubt the application delivering EFTPOS
functionality under this Agreement is the Debit Card
Application;
means the end-to-end systems and services (of which (without
limitation) the NBS, the NB System, the NBE, LINK (for so
long as Post Office continue to use LINK) and Bank systems
form part) required to deliver network banking to Customers;
means the end-to-end systems and services (of which (without
limitation) the ETU, the ETU System, e-pay (for so long as
Post Office continue to use e-pay) and Network Operator
systems form part) required to deliver ETU services to
Customers;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“End to End Rearchitecture
Plan”
"End to End Services”
“End User”
“Engineer Service”
“e-pay”
“EPOSS”
“Equipment”
“Escher Upgrade Software”
“ESNCS”
“ETU"
“ETU Agent”
“ETU Authorisation”
Schedule 1 Version 4.0
Page 18 of 55
shall have the meaning given to that term in Schedule 12;
means the end-to-end systems and services (of which the
Horizon Service Infrastructure and the Services form part)
required to deliver services to Customers;
means any employee of the Post Office Group and any Agent
or employee thereof;
means the Services referred to in row 3 of Table A of Schedule
19;
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);
means the Application referred to paragraph 2.1 in Schedule
18;
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 Horizon Service Infrastructure and Stand Alone
Hardware supplied by Fujitsu Services;
shall have the meaning set out in paragraph 2 of Schedule 13;
means The Electronic Stop Notice Computer System of DSS;
means the Application referred to in paragraph 4.2 of Schedule
18 and “ETU Application” shall be construed accordingly;
means the software applications used to process:
(a) ETU Requests and ETU Authorisations transmitted
between Branches and e-pay, and
(b) ETU messages received from the Branches, which are
converted into ETU Reversals;
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;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“ETU CO”
“ETU CO Confirmation”
“ETU C1 Confirmation”
“ETU Counter Application”
“ETU Decline”
“ETU Receipt”
“ETU Request”
“ETU Reversal”
“ETU System”
“ETU Token”
“ETU Transaction”
Schedule 1 Version 4.0
Page 19 of 55
means a priority message automatically generated following a
counter timeout for transmission from a Branch to an ETU
Agent;
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;
means a confirmation message written by the ETU Counter
Application during an ETU Transaction when that ETU
Transaction has been completed;
means the application software that contains the business
logic controlling the dialogue with Users of the ETU;
means an instruction contained in an Authorisation to refuse
an ETU Transaction received from e-pay. “Declined” and
“Declining” as used in BP/SPE/044 shall be construed
accordingly;
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;
means a priority request message generated for transmission
from a Branch to e-pay in order to undertake an ETU
Transaction for a Customer;
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 nullify an ETU Request;
means the elements of the Horizon Service Infrastructure and
the ETU Counter Application which are to be developed and
implemented to 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);
has the meaning ascribed to it in paragraph 5.1.1 of the CCD
entitled “ETU Definition” (BP/SPE/044);
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Event”
“Executive Forum”
“Executive Review”
"Existing Services”
“Exit Plan”
“Exit Scenario”
“Exit Strategy”
“Exit Term”
“Expert”
“Facilitator”
“Financial Year”
Schedule 1 Version 4.0
Page 20 of 55
means a recorded and auditable instance of business
administration activity, such as the registration of a new User,
or the production of a Report;
means the Forum referred to as such in Annex 1 to Schedule
4;
shall have the meaning given to it in paragraph 4.1 of Annex 2
to Schedule 4;
EPOSS, APS, LFS, the Infrastructure Services (as defined in
this Agreement in its form prior to approval of CCN 1100) and
OBCS as developed and in operation pursuant to this
Agreement, prior to approval of CCN 850;
means the plan set out in Annex 1 to Schedule 22 to be
developed and maintained in accordance with Schedule 22
setting out in detail the steps to be followed in relation to
termination of this Agreement depending upon the chosen Exit
Strategy;
shall have the meaning given to it in paragraph 2.2.2.1 of
Schedule 22;
means the exit strategy document containing the information
described in paragraph 2.2.2 of Schedule 22 developed and
maintained pursuant to Schedule 22;
shall have the meaning given to it in row 14 of Annex 1 of
Schedule 22;
shall have the meaning given to it in paragraph 7.1 of Annex 2
to Schedule 4;
shall have the meaning given to it in paragraph 4.3 of Annex 2
to Schedule 4;
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 (and all charges and
other amounts expressed in Schedule 10 on an annual basis
shall be pro-rated according to the proportion which the
number of days in the Financial Year ending on the date of
termination bears to 365);
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Fixed Connection”
“Fixed Item Charges”
“Forum”
“Forum Decisions”
“Fourth Line Support”
“Framework”
“Fraud Event”
“FRIACO”
“FRIACO Port”
“Fujitsu Services”
“Fujitsu Services Approval
Authority”
“Fujitsu Services’
Consumables”
Schedule 1 Version 4.0
Page 21 of 55
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;
shall have the meaning given to it in paragraph 5.2.4 of
Schedule 22;
shall have the meaning given to it in paragraph 1.1.1 of
Schedule 4;
In respect of each Forum, decisions and actions which fall
within the scope of responsibility of that Forum as described in
the relevant part of Annex 1 to Schedule 4;
means support of the systems infrastructure (used to provide
services to Post Office by Fujitsu Services) through the
development of bug fixes, patches or similar restorative or
preventative software;
means the Software referred to as such and identified in
Schedule 13;
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;
means flat rate internet access call origination;
means a network connection to the FRIACO service for one
Branch at a time;
means Fujitsu Services (Pathway) Limited and, following the
novation of the rights and obligations of Fujitsu Services
(Pathway) Limited to Fujitsu Services Limited, Fujitsu Services
Limited;
shall have the meaning given to it in paragraph 3.1.2 of
Schedule 5;
means the consumables which are required for the
performance of the Services by Fujitsu Services, other than
Post Office Consumables;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Fujitsu Service Cost”
“Fujitsu Services Group”
“Fujitsu Services Lead
Attendee”
“Fujitsu Services’
Representative”
“Fujitsu Services’ Software”
“Governmental Regulation”
“Guaranteed Supply Date”
“Guarantor”
“HAPS”
“Hardware”
Schedule 1 Version 4.0
Page 22 of 55
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;
means Fujitsu Services Holdings plc and its subsidiaries;
means in relation to a particular Forum the first named person
in the row entitled “Fujitsu Services Members” in the
description of the relevant Forum contained in Annex 1 to this
Schedule 4 (or, in his absence, his authorised deputy);
means the person so notified to Post Office by Fujitsu
Services;
means software 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” (BP/SPE/04 1);
means any United Kingdom primary legislation and any United
Kingdom secondary legislation;
shall have the meaning given to it in paragraph 1.2.1 of
Schedule 14;
means either of Fujitsu Services Holdings Plc (formerly ICL
Plc) or Fujitsu Limited;
means the Host Automated Payments System operated by
Post Office;
means any hardware (excluding Paypoles) used by Fujitsu
Services to provide Services under this Agreement;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Hardware Impact
Assessment”
“Hardware Procurement”
“Hardware Products”
“Hard Change Control
Procedure”
“Head Office Counter
Position”
“Help Desk” or “Helpdesk”
or “Horizon System Help
Desk”
“Help Desk Call”
“Horizon Counter Position”
“Horizon Design
Documentation”
“Horizon Icon Service”
“Horizon Service
Infrastructure”
Schedule 1 Version 4.0
Page 23 of 55
relation to any intended Implementation of Branch Hardware
means:
e verification of the Branch Hardware's _ technical
compatibility and ability to interface with the Horizon
Service Infrastructure;
* assessment of the impact of the intended Implementation
on the Horizon Service Infrastructure, the Operational
Services (including the Service Levels) and the related
Support Services; and
review of the availability of suitable support capability;
means the procurement of Branch Hardware;
means the Equipment and any tools required for the
installation, replacement or removal of such Equipment at or
from Branches in accordance with Schedule 23;
means the change control procedure described in paragraph 4
of Schedule 5;
means a single position gateway configuration or a multi-
position gateway configuration to be installed in Post Office
office premises that are not Branches;
means save as expressly provided otherwise, the initial point
of call for Users in need of support relating to the Services;
means a telephone call to the Help Desk made by a User to
report an Incident;
means a Counter Position, or a similarly automated position at
a training centre used by Post Office or at head office
premises used by Post Office;
means Internal Design Documentation
Commissioned Design Documentation;
and Specially
means the Service referred to in row 4 of Table B of Schedule
19;
means the Branch Infrastructure, the Central Infrastructure
and the Telecommunications Infrastructure;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Horizon Systems Help
Desk Service”
“HSH Day”
“HSH Voicemail Service”
“HSM”
“Human Computer
Interface” or “HCI”
“Icon Business Change
ccDs”
“Implementation”
“Implementation of Branch
Hardware”
“Implementation Charges”
“Implementation Support”
“IMs”
“Incident”
Schedule 1 Version 4.0
Page 24 of 55
means the Services referred to in row 1 of Table A of Schedule
19;
means 08:00 — 18:30 Monday to Saturday inclusive other than
Christmas Day;
means the facility provided by Fujitsu Services for recording
telephone calls to the Help Desk outside of the HSH Day and
ring back on the following HSH Day as further described in the
CCD entitled “Horizon Systems Helpdesk Service Description”
(CS/SER/002);
means the hardware security module in which PINs are
translated prior to transmission of encrypted data from the
Horizon Service Infrastructure to the NBE;
means the interface between the computer systems and
Users;
means the CCDs entitled “Horizon Icon Service Description”
(CS/PDN/018) and “Horizon Icon Service Prices”
(CS/PDN/019);
means all or any of the following activities: (a) Hardware
Procurement; (b) Implementation Support; (c) Implementation
Management; and (qd) Installation;
means the process of installing, replacing or removing Branch
Hardware, which will include some or all of the following
activities: (a) Hardware Impact Assessment; (b) Hardware
Procurement; (c) Implementation Support; (d) Installation
Management; and (e) Installation;
means the charges described in paragraph 7 of Schedule 10;
means any or all of the service elements relating to the
Implementation of Branch Hardware identified as part of
Implementation Support in the Annex to Schedule 23 or any
similar service element agreed to be such by the Parties from
time to time;
means the inventory management system used by Post Office;
means any perceived abnormal or undesirable occurrence
relating to the Services;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Incident Resolution”
“Incident Resolution Time”
“Infrastructure Manager”
“Infrastructure Services”
“Infrastructure Software”
“Initial Applications”
“Initial Branch
Infrastructure”
“Initial Central
Infrastructure”
“Initial Infrastructure”
“Installation”
“Installation Management”
Schedule 1 Version 4.0
Page 25 of 55
means the agreed closure of an Incident which may include
the re-establishment of a Service following an Incident or,
where the Incident was found not to be an abnormal or
undesirable occurrence, clarification of the incorrect
perception;
means the time elapsed between the logging of an Incident by
the Help Desk, and the Incident Resolution;
means the organisation responsible for the operation and
support of the system infrastructure through which services
are delivered to Post Office;
means OPS and TMS (including, for the avoidance of doubt,
the characteristics which are common to each as described in
paragraph 8 of Schedule 17);
means the software listed in the inventory in the CCD entitled
Core System Relevant Asset Register” (CS/REP/045);
means EPOSS, APS, OBCS, LFS, Message Broadcast,
(following NBS Acceptance) NBS and Reference Data
Management Application together with, on Satisfaction of Debit
Card Conditions, the Debit Card;
shall have the meaning specified in paragraph 2.1 of Schedule
17;
shall have the meaning specified in paragraph 3.4 of Schedule
17;
means the Initial Branch Infrastructure and the Initial Central
Infrastructure;
means any or all of the service elements relating to the
Implementation of Branch Hardware identified as part of
Installation in the Annex to Schedule 23;
means any or all of the service elements relating to the
Implementation of Branch Hardware identified as part of
Installation Management in the Annex to Schedule 23;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Intellectual Property
Rights” or “IPR”
“Intermediate”
“Internal Code”
“Internal Design
Documentation”
“1g”
“ISL”
“Issuer Identification
Number” or “IIN”
“Te
“Joint Architecture Forum”
“Joint Working ISL”
Schedule 1 Version 4.0
Page 26 of 55
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 rights or obligations whether registrable or
not in any country (including but not limited to the
United Kingdom);
means Branch locations listed as intermediate in the CCD
entitled “Definition of Remote and Intermediate Locations”
(CS/PER/041);
means machine readable software (including PIN Pad
firmware) supplied as an integral part of the Hardware and not
listed herein;
means the current versions of Fujitsu Services’ internal design
documentation;
means information system;
means IS Landscape as defined in paragraph 5.4 of Schedule
20;
means the identification number ascribed to an issuer of a
magnetic card or similar token by APACS;
means Information Technology;
means the Forum referred to as such in Annex 1 to Schedule
4;
means Joint Working ISL as described in paragraph 8.1 of
Schedule 20
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Key Individual”
“Key Personnel”
“LAN?
“Lead Attendee”
“Like for Like Criteria”
“LINK”
“Liquidated Damages
Threshold” or “LDT”
“Listed Documentation”
“LES”
“Local”
Schedule 1 Version 4.0
Page 27 of 55
means a natural person employed or engaged by either Party
and:
(a) in the case of Fujitsu Services all or substantially all of
whose work is directly associated with the provision of
the Services to Post Office; or
(b) in the case of Post Office 20% or more of whose work
facilitates the receipt by Post Office of the Services,
such work including the support, administration or monitoring
of all or any part of the Services and/or the management of
staff involved in carrying out such work;
means the specific personnel listed in the CCD entitled “Fujitsu
Services Key Personnel” (HR/CON/001);
means local area network;
means the Fujitsu Services Lead attendee and/or the Post
Office Lead Attendee, as the context requires;
shall have the meaning given to it in paragraph 2.11 of
Schedule 11;
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;
shall have the meaning set out in paragraph 1.1.2 of Schedule
15;
means the documents listed in paragraph 3 of Schedule 13;
means the Application referred to in paragraph 2.4 of Schedule
18;
means all Branch locations which are neither Intermediate nor
Remote;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Local Loop”
“Luhn”
MA"
“MAAWP”
“MAC”
“MAC Key”
“Mails”
“Managing Director”
“Management Information
Service”
“Manager”
“Margins File”
“Maximum Authorisation
Agent Wait Period”
“Maximum Counter Wait
Period”
“MICWP”
“Mediator”
Schedule 1 Version 4.0
Page 28 of 55
means in respect of each Branch, the ISDN or ADSL (as
applicable) socket in that Branch and its connection to the
Central Network;
means the check digit formula which is part of the APACS
standard;
means Merchant Acquirer;
means Maximum Authorisation Agent Wait Period (q.v);
means message authentication code;
means a uni-directional MAC key;
means the Application referred to in paragraph 4.1 of
Schedule 18 and “Mails Application” shall be construed
accordingly.
means Business Unit Director;
means the Services referred to in row 11 of Table A of
Schedule 19;
shall have the meaning given to it in paragraph 2.1 of
Schedule 4;
means an electronic file sent by Post Office to Fujitsu Services
containing the trading margins to be used by the Bureau
Application.
means the period the NB Authorisation Agent shall wait for a
corresponding NB Authorisation after generating a NB
Request (for transfer to the NBE) before itself generating an
NB Authorisation signifying a NB Decline (due to system time-
out) to be sent to the relevant automated Counter Position;
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;
means Maximum Counter Wait Period (q.v);
shall have the meaning given to it in paragraph 6.1 of Annex 2
to Schedule 4;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Merchant Acquirer”
“Message”
“Message Broadcast
System”
“Method of Payment”
“Migration Specification”
“mis”
“MSU Day”
“NAO”
“NB Acceptance Date”
“NB Additional Time”
“NB Authorisation”
“NB Authorisation Agent”
“NB Confirmation”
“NB Core Hours”
“NB Counter Application”
Schedule 1 Version 4.0
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shall have the meaning ascribed to it in the CCD entitled "DC
MoP Functional Description" (EF/SER/001);
means a set of electronic data for transportation from one
computer system to another;
means the Service referred to in row 2 of Table B of Schedule
19;
means the form of payment recorded against a Transaction
involving a Customer;
means the CCD entitled “Provision of In-Office Migration
Services”,
means management information system;
means 0800 to 1730, Monday to Friday (inclusive), excluding
Bank Holidays;
means National Audit Office;
means NBS Acceptance Date;
shall have the meaning ascribed to it in paragraph 1.8 of
Annex 3 to Schedule 15;
means an authorisation message transmitted on-line from the
NBE or the NB Authorisation Agent in response to a NB
Request, stating whether that NB Request has been approved
or Declined;
means the software application to be installed in each Data
Centre and used to process NB Requests and NB
Authorisations transmitted between the Branch NB System
elements and the NBE;
means a confirmation message written to record the outcome
of a Banking Transaction;
means 0800 to 1730 Monday to Friday (inclusive), and 0800 to
1300 Saturday, excluding Bank Holidays;
means the application software that contains the business
logic controlling the dialogue with Users of the NBS;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“NB Customer Verification”
“NB Decline”
“NB Event”
“NB Financial Transaction”
“NB Full E2E Testing Stage”
“NB Go Live”
“NB Initial Period”
“NB Low Severity”
“NB Medium Severity”
“NB Pilot (Soft Launch)”
Schedule 1 Version 4.0
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means the process by which the association of a Customer
with a NB Token is to be checked, as described in paragraph
5.7.2 of the CCD entitled “NBS Definition” (BP/SPE/035);
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 Authorisation to
refuse a Banking Transaction received via NBE. “Declined”
and “Declining” shall be construed accordingly;
shall have the meaning ascribed to it in paragraph 2.2.1 of
Part A of Annex D to Schedule 10;
means a Banking Transaction involving a deposit or
withdrawal of monies;
shall have the meaning ascribed to it in paragraph 1.4 of
Annex 1 to Schedule 24;
means the point at which, following deployment of the NBS
software in each Branch, the NBS is initiated for live
operational use in all Branches through release of the required
Reference Data;
means the period commencing on the date of signature of the
NBS CCN and expiring 6 calendar months after the beginning
of the earlier of:
(a) the first calendar month in which two million Banking
Transactions are undertaken using the NBS; and
(b) the calendar month in which the cumulative number of
Banking Transactions undertaken using the NBS
exceeds five million;
shall have the meaning ascribed to it in paragraph 6.4.3.2 of
Schedule 24 in respect of NBS Acceptance Incidents and NBS
Progress Incidents;
shall have the meaning ascribed to it in paragraph 6.4.3.2 of
Schedule 24 in respect of NBS Acceptance Incidents and NBS
Progress Incidents;
shall have the meaning ascribed to it in paragraph 1.8 of
Annex 1 to Schedule 24;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“NB PPD”
“NB Priority Exception”
“NB Project Plan”
“NB Receipt”
“NB Request”
“NB Retention Pot”
“NB Settlement Date”
“NB System”
Schedule 1 Version 4.0
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means the PPD for the NBS defined in paragraph 3.5 of
Schedule 24;
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” (CS/SPE/01);
means the plan for the development and implementation of the
NBS described in paragraph 8.2 of Schedule 24;
means a paper receipt issued during a Banking Transaction
either as a record of that Banking Transaction or as part of the
process of carrying out that Banking Transaction;
means a priority request message generated for transmission
on-line from an Branch to a Bank (via the NBE) in order to
undertake a Banking Transaction for a Customer;
means a fund to which sums which are retained by Post Office
(from payments due to Fujitsu Services) are to be allocated in
accordance with paragraph 2.2.3 of Part A of Annex D to
Schedule 10 and released in accordance with paragraph 2.2.4
of Part A of Annex D to Schedule 10;
means the date on which a Banking Transaction is committed
for settlement by a Bank or, in the absence of such a date
being set by that Bank, the default posting date set by the
NBE;
means the elements of the Horizon Service Infrastructure,
including WebRiposte and the NB Counter Application which
are to be developed and implemented pursuant to paragraph
3.1 of Schedule 24 to support operational use of the NBS;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“NB T&M Budget”
“NB T&M Work”
“NB Target Date”
“NB Token”
“NB Token Validation”
“NBE”
“NBE Network”
“NBS”
“NBS Acceptance”
“NBS Acceptance Criteria”
“NBS Acceptance Date”
“NBS Acceptance Incident”
Schedule 1 Version 4.0
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means Fujitsu Services's estimate of the resource and time
required to complete (as the context requires) a NB T&M Work
task at Level 2 or Level 3 in the NB Project Plan or a group of
such tasks taken together, from which the budgeted amounts
and hours for each such task, or tasks taken together may be
derived;
means the work of designing, developing and testing the NBS
(including, without limitation, the work, if any, of closing down
Cancelled Tasks in accordance with Schedule 24) which is to
be charged for by Fujitsu Services on a time and materials
basis in accordance with paragraph 2.1 of Part A of Annex D of
Schedule 10;
shall have the meaning ascribed to it in paragraph 2.2.2 of
Part A of Annex D to Schedule 10;
means a Token supported by the NBS, as described in
paragraph 5.1.1 of the CCD entitled “NBS Definition”
(BP/SPE/035);
means the process by which the validity of a NB Token
presented by a Customer to a Counter Clerk is to be checked,
as described in paragraph 5.7.1 of the CCD entitled “NBS
Definition” (BP/SPE/035);
means Network Banking Engine;
shall have the meaning ascribed to it in paragraph 2.2.2.1 (b)
of Annex 3 of Schedule 15;
means the Application referred to in paragraph 2.6 of Schedule
18 and “NBS Application” shall be construed accordingly;
means acceptance of the NBS in accordance with paragraph
6.3.1 of Schedule 24;
means the criteria for acceptance of the NBS and the PIN
Pads set out in the CCD entitled “NBS Acceptance Criteria”,
means the date that NBS Acceptance occurs in accordance
with paragraph 6.3.1 of Schedule 24;
means any incident within the following categories:
(a) a failure to meet NBS Acceptance Criteria;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“NBS Acceptance
Procedure”
“NBS Default”
“NBS Deployment”
“NBS Obligations”
“NBS Project Assets”
“NBS Responsibilities”
“NBS Stage Progression”
Schedule 1 Version 4.0
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(b) a failure of the Applications (other than the NBS) or the
Infrastructure Services to be performed in accordance
with the applicable provisions of this Agreement;
(c) a lack of capability to achieve Service Levels; or
(d) the occurrence of certain functions, activities or
behaviour in conflict with the Agreement,
each as specified in paragraph 6.4 of Schedule 24, which
occurs as a result of the introduction of the NBS;
means the procedure described in Schedule 24 for acceptance
of the NBS;
means a default by Fujitsu Services exclusively in relation to
the Banking Implementation Activities;
means the download of the NBS software to a Branch in
readiness for NB Go Live;
means those obligations of Post Office which are to be
performed in connection with the operation of the NBS
Application as set out in Table C of the CCD entitled
“Responsibilities and Obligations” (POL\HOR\CON\001) and
any other obligation classified as such in accordance with
paragraph 1.4 of Schedule 16;
means those Project Assets which are specific to the NBS and
the Banking Implementation Activities;
means the responsibilities of Post Office which are to be
performed in connection with the operation of the NBS
Application as set out in Table B of the CCD entitled
“Responsibilities and Obligations” (POL\HOR\CON\001) and
any other responsibility classified as such in accordance with
paragraph 1.4 of Schedule 16;
means the progression from:
(a) the NBS Testing Stage to the NB Full E2E Testing
Stage; or
(b) the NB Full E2E Testing Stage to the NB Pilot (Soft
Launch) phase,
FUJ00000080
FUJ00000080
CONFIDENTIAL
“NBS Termination Charge”
“NBS Testing Stage”
“NBS Tests”
“NBS Transfer Payment”
“NBS Transfer Services”
“NBSC”
“NCC”
“Negotiator”
“Negotiator’s Review”
“Network Banking CCNs”
“Network Banking Engine”
“Network Banking
Implementation Charges”
“Network Operators”
Schedule 1 Version 4.0
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as applicable, in accordance with paragraph 6.3 of Schedule
24;
means the sum calculated in accordance with paragraph 10.2
of Schedule 24 of this Agreement;
shall have the meaning ascribed to it in paragraph 1.1 of
Annex 1 to Schedule 24;
means the tests described in paragraph 2.1 of Annex 1 to
Schedule 24;
means the sum calculated in accordance with paragraph 10.4
of Schedule 24;
means the services set out in paragraph 10.3 of Schedule 24;
means the network business support centre operated by Post
Office;
means the National Computing Centre Ltd., Manchester;
shall have the meaning given to it in paragraph 3.2 of Annex 2
to Schedule 4;
shall have the meaning given to it in paragraph 3.4 of Annex 2
to Schedule 4;
means CCN817, CCN865a, CCN907, CCN909a, CCN914a,
CCN928b, CCN932, CCN933, CCN934, CCN936b, CCN947,
CCN959,CCN967, CCN970a, CCN971 and CCN976a;
means a central third party computer system (contracted for by
Post Office) which constitutes the middle tier of End to End
Banking and which, inter alia, connects the Data Centres to
LINK and certain Bank computer systems;
means the charges referred to in paragraph 11 of Schedule
10;
means the organisations for or on behalf of which Post Office
provides ETU services using the ETU Application from time to
time, as agreed by the Parties pursuant to the Operational
Business Change procedure and/or the Change Control
Procedure, as appropriate;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Network Service”
“New Business Forum”
“New Personal Data”
“Next Supplier”
“NINO”
“Non-value Stock”
“Nominated Executives”
“oBCs”
“OBCS Stop Lists”
“Old Format Query”
“On-line Transaction”
“Open Book”
Schedule 1 Version 4.0
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means the Services referred to in row 6 of Table A of Schedule
19;
means the Forum referred to as such in Annex 1 to Schedule
4;
the meaning given to it in paragraph 2.3.3.2 of Schedule 2;
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 services equivalent to some or all of the Services;
means a National Insurance Number issued to any natural
person;
means Stock which has no intrinsic value but for which records
are maintained of the levels on hand;
shall have the meaning given to it in paragraph 4.1 of Annex 2
to Schedule 4;
means the Application referred to in paragraph 2.3 of Schedule
18;
means a list of order books on which action needs to be taken;
shall have the meaning give to it in the CCD entitled “Service
Description for the Security Management Service”
(CS/SER/016);
means a Transaction which requires on-line communication
between a Branch and the host system, comprising at the date
of this Agreement: Banking Transactions, Debit Card
Transactions and OBCS foreign transactions;
shall have the meaning given to it in paragraph 4.1 of
Schedule 11;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Operational Business
Change”
“Operational Business
Change Branch CCDs”
“Operational Charges”
“Operational Charges
Table”
“Operational Services”
“ops”
“Other Authorised Location”
“Other Stock”
“Out of Hours Support”
“Owning Forum”
Schedule 1 Version 4.0
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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 following CCDs:
e Operational Business Change Branch CCD’s
e Operation Business Change Product CCD entitled “Fujitsu
Services (Pathway) Ltd/Post Office Ltd Interface
Agreement for Operational Business Change - Product’
(CS/PRD/058);
« “Message Broadcast: Service Description” (CS/SER/004);
e AP Business Change CCDs; and
e Icon Business Change CCDs;
means the CCDs entitled - “Fujitsu Services/Post Office Ltd
Operational Business Change - Network Interface Agreement”
(CS/IFS/003), and Operational Business Change - Branch,
Service Descriptions and Schedule of Service Prices
(CS/PDN/015);
means the charges described in paragraph 2 of Schedule 10;
means the table setting out the Operational Charges in
paragraph 2.2 of Schedule 10;
means the services to be supplied by Fujitsu Services to Post
Office described in Schedule 19;
means the office platform service described in paragraph 6 of
Schedule 17 of this Agreement;
means a site, other than a Branch, where it may be necessary
to install and use elements of the Horizon Service
Infrastructure, e.g. training sites, county shows, and
exhibitions;
means all Stock other than Retail Stock, Security Stock and
Value Stock, including leaflets, forms and various general
consumables and supplies;
means support provided outside Post Office Core Day;
shall have the meaning given to it in paragraph 2.6 of
Schedule 5;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“PAF”
“PAF Calling Application”
“PAF Database”
“PAF Facilit
“PAN”
“Parent Company”
“Party”
“Paypole”
“Permitted Purpose”
“Permitted Recipients”
“Person”
“Personal Data”
“Phase”
Schedule 1 Version 4.0
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means the PAF Database;
means the AP-ADC Facility within APS, Mails and such other
Applications that the Parties agree under the Hard Change
Control Procedure will utilise the PAF Facility;
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;
the meaning given to it in Paragraph 7 of Schedule 18;
means the primary account number (part of the IIN) associated
with a NB Token;
means any holding company (as defined in Section 736 of the
Companies Act 1985);
means each of Post Office and Fujitsu Services;
means the fixture to which a PIN Pad is attached as described
in the CCD entitled “Paypole Product Specification”
(IM/SPE/026);
means use of the Specially Written Software solely for the
purpose of providing Permitted Recipients with services in the
nature of the Services, such use including the right to correct,
modify, enhance and develop the Specifically Written Software;
means any person who is not engaged in or directly or
indirectly interested in any person engaged in any business
competitive with any business of the Post Office;
includes a partnership, a corporation or association (whether
incorporated or unincorporated), as well as a natural person;
means all data which are defined as personal data in the Data
Protection Act 1998 and processed by Fujitsu Services under
this Agreement;
shall have the meaning given to it in paragraph 2.1 of
Schedule 22;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“PIN”
“PIN Pad”
“PIVOT”
“Planning Period”
“Post Office”
“Post Office Additional
Costs”
“Post Office Agreement”
“Post Office Approval
Authority”
“Post Office Automated
Payments Generic Rules”
“Post Office Branch
Accounting Period”
“Post Office Change Control
Manager”
“Post Office Consumables”
“Post Office Core Day”
Schedule 1 Version 4.0
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means personal Identification Number;
means a device used by a Customer to enter a PIN for the
purposes of NB Customer Verification;
means the existing Post Office MIS system which provides,
inter alia, reports of numbers of transactions by Branch;
means the planning period as described in paragraph 10.4.1 of
Schedule 20
means Post Office Limited or such other subsidiary of Royal
Mail Group pic as may be nominated from time to time to take
over the rights and obligations of Post Office Limited under this
Agreement;
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;
means the agreement referred to in Recital (b)(ii) to this
Agreement;
shall have the meaning given to it in paragraph 3.1.1 of
Schedule 5;
means a document describing generic rules for APS;
means the shortest normal accounting period applying within a
Branch, normally a week and running Thursday through
Wednesday, but subject to variation at financial year end and
to revision. It may be merged by agreement in individual
Branches, e.g. to enable sub-postmaster holidays;
means the person and the address to which all Change
Control Notes and documents relating to Work Orders should
be delivered in each case as notified in writing by Post Office
to Fujitsu Services from time to time;
means Consumables;
means 08:00 to 20:00 Monday to Saturday inclusive, excluding
bank holidays;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Post Office Data”
“Post Office Interface”
“Post Office Lead Attendee”
“Post Office Premises”
“Post Office Product”
“Post Office RDS”
“Post Office Reference
Data”
“Post Office Reference Data
System”
“Post Office
“Post Office Supplier and
Service Performance
Manager”
“Post Office’s Agent”
“Post Office’s
Representative”
“Post Office Service
Architecture”
Schedule 1 Version 4.0
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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 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 or which
Fujitsu Services is required to generate in connection with the
provision of the Operational Services, the Business Continuity
Services and/or the Transfer Services;
means an interface between a Service or Services and a Post
Office system or systems;
means in relation to a particular Forum the first named person
in the row entitled “Post Office Members” in the description of
the relevant Forum contained in Annex 1 to Schedule 4 (or, in
is absence, his authorised deputy);
means all post offices, sub-post offices, and other premises of
Post Office from time to time;
means an item, provided by Post Office, for sale from Stock -
or characterising a service provided - in a Branch;
means RDS;
means Post Office originated Reference Data;
means the Post Office-run system that maintains the Post
Office originated Reference Data for the Services;
means the responsibilities of Post Office set out or referred to
in Schedule 16 of this Agreement;
means the person who shall fulfil that role as notified in writing
by Post Office to Fujitsu Services from time to time;
means any person(s) or organisation(s) authorised to act on
behalf of Post Office;
means the person so notified to Fujitsu Services by Post
Office;
means the Horizon Service Infrastructure and the Post Office
Service Environment;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Post Office Service
Environment”
“PON”
“Posting Date”
“Postmaster’s Daily Record
(PDR)”
“Post Office Group”
“Post Office Network”
“PostShop”
“PPDs”
“Pre-paid Capacity
“Priority A”
“Priority B”
“Product Support Service”
“Professional Services”
“Project Assets”
Schedule 1 Version 4.0
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means TIP, the Post Office Reference Data System, SAPADS
and, following NBS Acceptance, the NBE;
means the Post Office Network (q.v.);
means NB Settlement Date;
means the report forms used to summarise Girobank
Transactions that are sent to the Client. There are currently
forms for deposits and withdrawals in manual and automated
offices, and a mixed (cash / cheque) deposit version in
ECCO+ offices only;
means Royal Mail Group (q.v.);
where the term Post Office Network is used in documents it
refers to a former business unit within Post Office Counters
Limited and, for the purposes of those documents only, shall
have the same meaning as Post Office;
means a separate retail unit within a Branch operated directly
by Post Office;
means the related set of Processes and Procedures
Description documents as described in the "Introduction
Processes and Procedures Description" document for the
appropriate Release;
means the Pre-paid Capacity row in the table in paragraph 4.1
of Schedule 10;
means the category of a Help Desk call where the Incident
reported has resulted in substantial impact on all automated
Counter Positions in a Branch;
means the category of a Help Desk call where the Incident
reported has resulted in substantial impact on some, but not all
automated Counter Positions in a Branch;
means the Services referred to row 8 of Table A of Schedule
19;
means professional services as described in paragraph 2.1.2.1
of Schedule 20;
means the assets referred to as such in Clause 35;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Project Board”
“Project Services”
“Property”
“Proposed Exit Strategy”
“Provisional Net Price”
“PSTN”
“Purchasing Services
Commercial Manager”
“Purchase Order”
“QAS Software”
“RACOC1 Model”
Schedule 1 Version 4.0
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means the Forum referred to as such in Annex 1 to Schedule
4
means those Services described in Schedule 23 and Schedule
20;
means tangible property (including without limitation buildings
and land) but excluding the Horizon Service Infrastructure and
any part thereof before it has been accepted in accordance
with this Agreement;
shall have the meaning given to it in paragraph 2.3.2 of
Schedule 22;
means the gross price for any Work Package less 60% of such
proportion of the gross price as is attributable to the cost of
resources provided by the Core SI Team;
means public switched telecommunications network;
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;
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;
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 paragraph 1.2 of Schedule 13. QAS Software is hosted
within, but is not part of the Horizon Service Infrastructure and
is not Software or an Application;
means the Request, Authorisation and Confirmations model of
End to End Banking Transaction flows involving, inter alia, as
the particular circumstances may permit, NB Requests being
issued from Counter Positions, NB Authorisations being issued
by the NBE and NB Confirmations being issued from Counter
Positions;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Rate Board”
“Rate Shop”
“RDMC”
“RDS”
“Reboot Incident”
"Reconcil
tion Application”
“Reconciliation Service
CCDs”
“Reconciliation Service”
Schedule 1 Version 4.0
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means a Post Office device of type:
(a) Forde Electronics Rate Board; or
(b) Banking Automation EKSI Multiboard Rate Board; or
(c) DB7 Mode! 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 Horizon Service
Infrastructure. Rate Boards are not and do not form any part of
the Branch Infrastructure, Equipment, Hardware, Horizon
Service Infrastructure or Stand-Alone Hardware for the
purposes of this Agreement.
means where a Customer purchases Stock by value rather
than by volume, i.e. by a number of items of Stock purchased
for a given sum;
means Fujitsu Services's Reference Data Management Centre
(q.v);
means Post Office Reference Data System (q.v);
means a Help Desk authorised reboot, a Help Desk authorised
office snapshot print preview or any work-around authorised
by the Help 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;
means the Applications referred to in paragraph 2.9 of
Schedule 18;
means the CCDs entitled “Network Banking Reconciliation &
Incident Management” (NB/PRO/002), “TPS Reconciliation &
Incident Management” (CS/PRO/111), “APS Reconciliation &
Incident Management (CS/PRO/128), “Network Banking Data
Reconciliation Services” (CS/SER/018) and “Data Errors & Not
Data Errors - Contractual Definitions” (CS/SER/017);
means as the context requires, the Services referred to in row
14 of Table A of Schedule 19;
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Records”
“Recovery”
“Reference Data”
“Reference Data
Management Application”
“Reference Data
Management Service”
“Refund”
“Related Agreements”
“Release”
“Release Contents
Description”
“Relevant Bank Holiday”
“Relevant Suppliers”
“Remittance”
“Remote”
Schedule 1 Version 4.0
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means the full and accurate records to the
performance of the Services;
relating
means the act of re-establishing a Service following a Service
Failure;
means a set of parameters and relationships controlling the
operation of Services;
shall have the meaning given to it in paragraph 2.7 of
Schedule 18;
means those Services described in row 9 of Table A of
Schedule 19;
means a repayment of money to a Customer, by means of a
Reversal;
means the Authorities’ Agreement, the DSS Agreement and
the Post Office Agreement, each as referred to in Recital (b) of
this Agreement;
means a documented collection of software and/or data
provided by Fujitsu Services to deliver a Service or Services;
means a CCD which defines the scope of a Release (by
reference to the SADD in the case of the Release Contents
Description of CSR and CSR+);
means in relation to any Branch a day Holiday which is a day
when banks are legally closed for business by statute or
proclamation or is a public holiday officially recognised by the
relevant Local Authority (District, Region or County) Council in
the region of the United Kingdom in which the Branch in
question is situated;
shall have the meaning given to it in paragraph 2.10.2 of
Schedule 11;
means a consignment to or from a Branch of cash, Stock, or
other value items to be brought to account;
means Branch locations listed as remote in the CCD entitled
“Definitions of Remote and_ Intermediate Locations”
(CS/PER/041);
FUJ00000080
FUJ00000080
CONFIDENTIAL
“Report”
“Representative”
“Resource Plan”
“Retail Price Index” or “RPI”
“Retail Stock”
“Reversal”
“Royal Mail Group”
“SADD”
“SAP/ADS”
“SAPADS”
“Schedule 10 Charges”
“Security Management
Service”
“Security Stock”
“Sensitive Data”
"Sensitive DC Data”
Schedule 1 Version 4.0
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means a physical document; or, information held electronically
in such a way that it can be processed readily to produce a
physical document;
means a representative of Post Office or Fujitsu Services as
appropriate;
shall have the meaning set out in Paragraph 10.4.1 of
Schedule 20;
means the “all items” index currently appearing at table 18.1 of
the Office of National Statistics publication “Monthly Digest of
Statistics” and any subsequent relocation thereof, or the same
index in any other Government publication if the
aforementioned ceases to be published;
means items sold in Branches through Post Office's retail
accounting scheme;
means a Transaction which nullifies a previous Transaction;
means Royal Mail Group plc and its Subsidiary Companies;
means Service Architecture Design Document (q.v.);
means SAPADS (q.v.);
means SAP Advanced Distribution System;
shall have the meaning set out in paragraph 6.1 of Schedule 9;
means those Services referred to in row 15 of Table A of
Schedule 19;
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;
shall have the meaning ascribed to it in the CCD entitled “NBS
Definition” (BP/SPE/035);
shall have the meaning ascribed to it in the CCD entitled "DC
MoP Functional Description" (EF/SER/001);
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“Service Architecture
Design Document”
“Service Boundary”
“Service Break”
“Service Failure”
“Service Level”
“Service Level Agreement”
“Service Level Measurement
Period”
“Service Level Schedule”
“Service Level Target” or
“SLT”
“Service Management
Forum”
“Service Management
Report”
“Service Management
Service”
“Service Manager”
“Service Ready-for-use
Date”
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is the document showing the Post Office Service Architecture
developed prior to the Amendment Date pursuant to this
Agreement as the same is to be amended pursuant to
paragraph 6 of Schedule 18;
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;
means the duration of a Service Failure;
means an interruption of a Service that has not been approved
by Post Office;
means a quantified and measurable standard, required for a
specified Service;
means an agreement relating to a Service Level;
means the period over which Fujitsu Services shall report
service performance against Service Levels. Each Service
Level Measurement Period shall be a period of three months
ending at the end of June, September, December and March
in each Financial Year;
means Schedule 15;
shall have the meaning set out in paragraph 1.1.1 of Schedule
15;
means the Forum referred to as such in Annex 1 to Schedule
4
means the Service Review Book;
means the Services referred to in row 13 of Table A of
Schedule 19;
means the person appointed by Fujitsu Services to manage
the provision of a Service;
means the date on which a Service, which has achieved
Acceptance, is first made available by Fujitsu Services for use
by Users;
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“Service Review Book”
“Service RFU Date”
“Services”
“Services Manager”
“Session Mobility”
“Severity Code”
“SI Commitment Fee”
“Silver 24 Hour Service
Branch”
“Silver Daytime”
“Silver Daytime ISDN”
“Silver Daytime Service
Branch”
“Silver FRIACO Daytime”
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means the Working Document used by Fujitsu Services to
report performance of the Services against Service Levels and
associated volumes, the format of which is agreed by the
Parties at meetings of the Service Review Forum;
means Service Ready-for-use Date (q.v.
means the Project Services, the Business Continuity Services,
the Operational Services, the Transfer Services and the
Banking Implementation Activities;
means the organisation responsible for managing the
provision of Operational Services to Post Office;
means a facility which allows a User logged on at an
automated Counter Position workstation to log on to another
such workstation, thereby transferring his User session and
automatically logging the User out of the first workstation;
means a code assigned to an Incident by the Help Desk,
indicating the seriousness of the Incident's effect, and used to
determine priority for resolution;
means the fee described in paragraph 4 of Schedule 10;
means an Branch that seeks to use a Fixed Connection 24
hours per day, 7 days per week;
means either Silver FRIACO Daytime or Silver Daytime ISDN;
means ISDN lines permanently connected between Branch
and host system during the Working Day;
means an Branch that seeks to use a:
(i) Fixed Connection in the periods 08:00 to 17:30
Monday to Friday and 08:00 to 13:00 Saturday; and
(ii) Dialled Connection outside those periods;
means the Energis supplied communication service
established for Network Banking which uses ISDN lines to
provide a permanent connection between a Branch and the
host system during the Working Day;
(iii) Dialled Connection outside those periods;
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“Skill Set”
“Skill Units
“SLA”
“Smart Key”
“Smart Token”
“Sms”
“Soft Change Control
Procedure”
“Software”
“Software Development”
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means the designated set of skills for a designated Skill Unit.
A skill set identifies in more detail the particular skills available
from a particular Skill Unit, e.g. Applications designer;
means the designated area of skill for Core SI Team resource,
e.g. Pathway testing unit;
means Service Level Agreement (q.v.);
means a type of Token (as defined in relation to the Automated
Payment Service) which uses on-board integrated circuit
technology;
means a type of Token (as defined in relation to the Automated
Payment Service) which uses on-board integrated circuit
technology;
means System Management Service (q.v.);
means the change control procedure described in paragraph 3
of Schedule 5;
means Fujitsu Services's Software, the Specially Written
Software, Internal Code and the Third Party Software;
means software development as described in paragraph
2.1.2.2 of Schedule 20
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“Solicitation Fee”
“Source Code”
“Specially Commissioned
Design Documentation”
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means a sum equivalent to:
(a) in the case of a Key Individual who was an employee
(b)
of the Previous Employer:
where such employment lasted less than 12
months, the 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 12 months or
more, the gross annual salary of that Key
Individual; or
in the case of a Key Individual who was engaged by
the Previous Employer as a contractor:
i. where such engagement lasted less than 12
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 12 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
12 months;
means the 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;
has the meaning ascribed to it in paragraph 9.3 of Schedule
20
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“Specially Written
Documentation”
“Specially Written Software”
“Spm”
“Spot Rates File”
“Statement of Dispute”
“Stand-Alone Hardware”
“Stock”
“Stock Item”
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means original documentation which relates to the Specially
Written Software and is produced by Fujitsu Services as a
deliverable under a Work Order for any Development Process
Stage in the development of such Specially Written Software
including, without limitation, documentation identified as
Specially Written Documentation (pursuant to paragraph 6 of
Schedule 13) in the CCD entitled “Transfer Asset Register’
(BP/SPE/041);
means original software which is developed by or on behalf of
Fujitsu Services pursuant to a Work Order for the Solution
Build and Test Stage where:
(a) such Software is developed in accordance with a
Design Proposal; and
(b) Fujitsu Services was engaged under a Work Order for
the Solution Specification Stage in which that Design
Proposal was produced,
including, without limitation, software identified as Specially
Written Software (pursuant to paragraph 5 of Schedule 13) in
the CCD entitled “Transfer Asset Register’(BP/SPE/041);
means Simple Payment Module;
means an electronic file sent by Post Office to Fujitsu Services
containing exchange rates to be used by the Bureau
Application.
shall have the meaning given to it in paragraph 5.1 of Annex 2
to Schedule 4;
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;
means items held in Branches and classified as Retail Stock,
Security Stock, Value Stock, and Other Stock;
means a unit of Stock which can be ordered separately;
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“Stock Unit”
“Sub-contractor”
“Subsidiary Company”
“Sunguard Site”
“Supplemental Charge”
“Suspense Account”
“Systems Implementation
“Systems Integration”
“Systems Management
Service”
“Team Work”
“Technical Interface
Specification” or “TIS”
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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: (i) Transaction Vouchers for a
designated period, (ii) Value Stock, and/or (iii) cash;
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;
shall have the meaning ascribed thereto in Section 736 of the
Companies Act 1985;
means the site currently used by Sunguard Limited (whose
registered office is 11 Bridewell Close, Mildenhall, Bury St
Edmunds, Suffolk, P28 7RB) at which it provides certain of the
Business Continuity Services;
means the charge described as such in paragraph 9.2 of
Schedule 10;
means in Branch terms, the value of Transactions that are
accounted for in the unclaimed payments or uncharged
receipts tables of the Cash Account. These items will
subsequently be cleared by posting to an appropriate line of
the Cash Account or by local settlement;
shall have the meaning set out in paragraph 2.1.2.4 of
Schedule 20;
means systems integrated as described in paragraph 2.1.2.3
of Schedule 20;
means those Services referred to in row 7 of Table A of
Schedule 19;
means a method of working in which Users share a Stock Unit
or Tills within a Stock Unit, either at the same time or in
sequence. The team then becomes accountable for the Stock
Unit or Till;
means a CCD describing the technical detail of an interface;
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“Technical Service Desk”
“Telecommunications
Infrastructure”
“Termination”
“Termination Charge”
“Third Line Software
Support Service”
“ Third Party Data”
“Third Party Software”
“Third Party Software
Owner”
“Ti
“TIP”
“TIP Gateway”
“TMS”
“TMS Agent”
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means the Services referred to in row 2 of Table A of Schedule
19;
means the telecommunications links between the Central
Infrastructure on the one hand and each of (a) the Branch
Infrastructure (b) the NBE (c) Client systems (d) Post Office
systems and (e) the Merchant Acquirer on the other hand, and
shall include any associated telecommunications equipment
including, without limitation, transfer management servers and
physical routers;
means termination of this Agreement including its expiry or
early termination of in accordance with the provisions hereof,
and related expressions shall be construed accordingly;
means the termination charge calculated in accordance with
paragraph 5 of Schedule 22 of this Agreement;
means the Services referred to in row 10 of Table A of
Schedule 19;
means the data or databases referred to in the table in
paragraph 1.3 of Schedule 13;
means any software identified as such in Schedule 13 of this
Agreement;
means the ultimate licensor of any Third Party Software;
means a part or whole of a Stock Unit depending upon
whether or not that Stock Unit is the sole charge of one
individual or is shared between several;
means the Transaction Information Processing system
developed and operated by Post Office;
means Fujitsu Services's PC on Post Office premises used for
transmission of Transaction data to TIP;
means the transaction management service described in
paragraph 7 of Schedule 17 of this Agreement;
means part of the Horizon Service Infrastructure that accesses
TMS held data;
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“Token”
“Token Technology
Specification”
“TPS Agent”
“TPS Host”
“Transaction”
“Transaction Benchmarking
Service”
“Transaction Committal”
“Transaction Identification
(Id)”
“Transaction Session”
“Transaction Voucher”
“Transfer”
“Transfer Payment”
“Transfer Services”
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means a magnetic stripe card, smart card, smart key, or other
physical device, bearing information about a Customer;
means a document specifying the technology used by a
particular APS Token;
means the software application installed in each Data Centre
for processing EPOSS Transaction data including C1
Confirmations;
means the server in each Data Centre used for processing
and storing EPOSS Transaction data;
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 in row 12 of Table A of
Schedule 19;
means the point at which a Transaction is irreversibly recorded
in the audit trail;
is a means of uniquely identifying a Transaction;
means a set of contiguous Transactions of the same type;
means a document used by Post Office as evidence of a
Transaction; including as an example, and without limitation, a
telephone bill;
means transfer of Post Office Stock or money, the transfer of
Value Stock, and/or money, either between Stock Units within
an Branch, or between Branches;
means the sum payable pursuant to Clause 35.4 of this
Agreement, calculated in accordance with paragraph 6 of
Schedule 22;
means those Services described in Schedule 22;
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“TSD”
“TSD Call”
“Use”
“User”
“Value Stock”
“VAT Receipt”
“Version History Table”
“Void Transaction”
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means the Technical Service Desk accessed by telephone
operating as a single port of call to manage technical
incidents, relating to network banking, debit card acceptance
or card accounts, discovered within any of the following
domains:
e IBM;
e« EDS;
e LINK;
e Merchant Acquirer (Streamline);
e Royal Mail Business Systems;
e Fujitsu Services;
e Alliance & Leicester; and
any other CAPO domain or other financial institution which
may be introduced in the future by Post Office;
means a telephone call to the TSD from a TSD domain
seeking technical support;
means the right of Post Office in connection with the Services
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 right to reverse assemble, reverse compile, decode
or otherwise translate the Software;
means a person authorised by Post Office to use a Service;
means stock products which have a “stock value” shown on
the Cash Account;
means a receipt for VAT purposes designed as required by HM
Customs and Excise;
means in relation to the Clauses, a Schedule or a CCD the
version history table at the front of the document;
means a Transaction which is cancelled before Transaction
Committal;
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“WAN”
“WebRiposte”
“Working Day”
“Working Document”
“Working Hours”
“Work Order”
“Work Ordering Procedure”
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means Wide Area Network;
means the Software referred to as such and identified in Table
lof Schedule 13;
means a day other than a Bank Holiday, a Saturday or a
Sunday;
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 any of the parties and nothing contained therein
shall be deemed or construed as affecting existing contractual
obligations or creating new contractual obligations between
any of the parties;
means for an individual post office, the hours during which that
Office is open for normal business;
has the meaning set out in paragraph 4.2 of Schedule 9;
in relation to any Work Package Element, means:
(1) the agreement, pursuant to the appropriate procedure
referred to in Schedule 20, of:
(a) a Statement of Work; and
(b) Commercial Terms,
relating to such Work Package Element; and
(2) the issue by Post Office, and confirmation by Fujitsu
Services, of a Work Order relating to such Work
Package Element, in accordance with the procedure
set out in Schedule 9; and
(3) the issue by Post Office of a Purchase Order in
accordance with the procedure set out in Schedule 9;
for the avoidance of doubt the Work Ordering Procedure shall
not be used for Operational Business Change or Post office
Consumables;
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“Work Package”
“Work Package Element”
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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;
means any element of a Work Package which is intended to
be the subject of a discrete Work Order;
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SCHEDULE 2
POLICIES AND STANDARDS
Version History
Version No Date Comments
1.0 31/12/02 Agreed version.
14 26/07/04 Applying CCN 1131b
1.2 23/08/04 Correcting version history table
4.0 26/08/04 Baseline copy of 1.2
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SCHEDULE 2
POLICIES AND STANDARDS
1. INTRODUCTION
141 The policies and standards defined in this Schedule shall apply to all relevant aspects of
the Services unless amended in accordance with Schedule 5.
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.
1.3 In this Schedule 2, unless the context otherwise requires, any reference to a paragraph
is to the relevant paragraph of this Schedule.
2. GENERAL AND HEALTH AND SAFETY STANDARDS.
21 General
2.1.1
Without limitation to the specific areas identified below, which shall not limit the
generality of this paragraph 2.1.1, all Services and all Equipment shall comply
to the extent required by law with all relevant legislation, including all relevant
UK Regulations and, from the due date of UK implementation, EU Directives.
Fujitsu Services shall ensure that Services 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 6 (Changes to Services) 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 6 if to do so would cause
Fujitsu Services to be in breach of 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 of this Schedule
2).
Fujitsu Services shall, on request by Post Office, establish to Post Office's
satisfaction the compliance of Services 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 the Dispute Resolution Procedure.
Fujitsu Services shall ensure that, where the installation of Equipment or the
delivery of Services involves the alteration or extension of existing building
services, such work complies with the standards set out in British Standards
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and Approved Codes of Practice which are deemed therein to satisfy the
relevant regulations, including without limitation the Electricity at Work
Regulations 1989 and Electricity at Work Regulations (NI) 1991 (S.R. 1991 No.
13) and BS 7671:1992, Requirements for Electrical Installation. The provisions
of this paragraph 2.1.3 shall not apply in relation to the installation of PIN Pads
where that installation is carried out by Post Office or a third party on behalf of
Post Office except where carrying out that installation in accordance with the
CCD entitled "Pin Pad Technical Installation Training Guide" (IM/MAN/022) has
directly resulted in non-compliance with those standards.
Fujitsu Services shall give due attention to the effects on the environment of the
Equipment used in the provision of OPS during manufacture, installation and
use. This includes:
2.1.4.1 use of CFCs;
2.1.4.2 energy consumption;
2.1.4.3 recyclability of components;
2.1.4.4 recyclability of consumables;
2.1.4.5 waste minimisation;
2.1.4.6 use of sustainable resources;
2.1.4.7 disposal of displaced equipment and waste; and
2.1.4.8 making appropriate use of recycled materials.
Fujitsu Services shall adhere to relevant environmental legislation, 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”.
2.2 Health and Safety
2.2.1
Fujitsu Services shall ensure that any Equipment installed at the Post Office
Premises does not prevent Post Office and Post Office's Agents from meeting
their legal health and safety responsibilities as employers, including without
limitation those defined in:
2.2.1.1 the Provision and Use of Work Equipment Regulations 1998 and the
Provision and Use of Work Equipment Regulations (NI) 1999; and
2.2.1.2 the Workplace (Health, Safety and Welfare) Regulations 1992 and
Workplace (Health, Safety, and Welfare) Regulations (NI) 1993 (S.R.
1993 No. 37).
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2.2.2
Without prejudice to the application of the provisions of this paragraph 2.2.1 to
the PIN Pads themselves, the provisions of this paragraph 2.2.1 shall not apply
in relation to the installation of PIN Pads where that installation is carried out by
Post Office or by a third party on behalf of Post Office except where carrying out
that installation in accordance with the CCD entitled "Pin Pad Technical
Installation Training Guide" (IM/MAN/022) has directly resulted in Post Office or
Post Office's Agent's being prevented from meeting such health and safety
responsibilities.
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.
2.3 Data Protection Act
2.3.1
2.3.2
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:
2.3.3.1 receives notice pursuant to Paragraph 2.4.1.4; or
2.3.3.2 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 Facility (‘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:
2.3.3.3 Fujitsu Services shall notify Post Office of the reasons for such
additional costs and expenses; and
2.3.3.4 the parties shall agree any consequential changes to the provisions of
Paragraphs 2.3 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
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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.
24 Post Office's authority and obligations
2.41
2.4.2
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:
2.4.1.1 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;
2.4.1.2 obtain delegated authority from each Data Controller so that Fujitsu
Services is entitled to appoint any of Fujitsu Services’ subcontractors
listed in Schedule 7 to process Personal Data of that Data Controller
provided that, to the extent such processing is undertaken by a
subcontractor, 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
subcontractor at least as onerous as those imposed upon Fujitsu
Services under this Agreement;
2.4.1.3 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
2.4.1.4 give at least 42 days prior notice to Fujitsu Services of any New
Personal Data.
The terms referred to in this paragraph 2.4.1 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’
subcontractors listed in Schedule 7 to process that Personal Data provided that,
to the extent such processing is undertaken by a subcontractor, the subcontract
incorporates terms which are equivalent in nature and extent to those dealing
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244
245
246
with such processing set out in this Agreement and which impose obligations
upon that subcontractor 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:
2.4.4.1 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 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
2.4.4.2 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
2.4.6.1 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 in Table A of Schedule 18
dealing with such processing (or as may be agreed under the Change
Control Procedure).
2.4.6.2 Fujitsu Services shall obtain no rights of any nature in Personal Data.
2.4.6.3 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.
2.4.6.4 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.
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24.7
2.49
2.4.6.5 Fujitsu Services shall destroy or dispose of Personal Data in
accordance with the applicable provisions of this Agreement.
Subject Information Requests
For the purposes of this paragraph 2,
"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;
“Response Capability” means in relation to any Subject Information Request
for Personal Data in Transaction records held by Fujitsu Services notified to
Fujitsu Services in accordance with paragraph 2.4.9, Fujitsu Services’ ability to
respond to that request within the applicable time limit taking into account the
following factors:
2.4.7.1 the number, type and frequency of Subject Information Requests
notified to Fujitsu Services and/or to which Fujitsu Services is already
responding at the time of such notice;
2.4.7.2 the number of Audit Record Queries to which Fujitsu Services is also
responding;
2.4.7.3 the processing time estimated by Fujitsu Services for retrieval of data
required to satisfy each Subject Information Request;
2.4.7.4 where Subject Information Requests and/or Audit Record Queries
cover the same dates, contention for archive access could occur; and
2.4.7.5 the availability of workstations on which to do the work.
“Extraction Rate” means the rate at which information required to satisfy a
Subject Information Request for Personal Data in Transaction records can be
loaded from the archive, sorted as required and the necessary information
transferred to CD ROM, including all associated intervening manual and
automated processes.
Fujitsu Services shall record and then refer all written Subject Information
Requests (other than those notified to Fujitsu Services in accordance with
paragraph 2.4.9 of this Schedule 2) 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 (5)
days of receipt of the request, whether or not the request was received in error.
Post Office shall notify Fujitsu Services of each Subject Information Request it
requires Fujitsu Services to deal with, providing the time limit applicable in
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2.4.10
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. In
respect of each Subject Information Request for Personal Data which are or
may be held by Fujitsu Services in Transaction records, such information shall
include the date or date range, the relevant personal identifier and, where
available, the Branches to be covered by the search, giving the FAD code for
each such Branch.
The following provisions shall apply in respect of Subject Information Requests
for Personal Data which are or may be held by Fujitsu Services in Transaction
records:
2.4.10.1 A Subject Information Request which satisfies the conditions set out in
paragraph 2.4.10.2 below can be responded to by Fujitsu Services at
an Extraction Rate of forty five (45) days worth of Transaction
information per Branch requested per day. Each such Subject
Information Request which, if processed at that rate (and allowing for
other Subject Information Requests then being or which are required
to be processed by Fujitsu Services) would be responded to within the
time limit notified to Fujitsu Services for that request, shall be within
the Response Capability of Fujitsu Services.
2.4.10.2 The conditions referred to in 2.4.10.1 above are that:
(a) the Outlet FAD codes for the Branches covered by the Subject
Information Request are provided to Fujitsu Services;
(b) the Subject Information Request is requested by Post Office
after commencement of NB Pilot (Soft Launch);
(c) the period to which the Subject Information Request relates is
between 45 and 90 consecutive days; and
(d) the rate at which Audit Record Queries are being processed by
Fujitsu Services at the time of receipt of the Subject
Information Request is less than five hundred and eighty (580)
per year on a rolling year basis.
2.4.10.3 Fujitsu Services shall assess and notify Post Office which of the
Subject Information Requests notified to it by Post Office (other than
those within the Response Capability in accordance with paragraph
2.4.10.1 above) can be responded to within the Response Capability
and those in relation to which Fujitsu Services’ ability to respond is
outside the Response Capability.
2.4.10.4 If Fujitsu Services’ ability to respond to a Subject Information Request
is within the Response Capability, Fujitsu Services shall, subject to
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2.4.10.5
2.4.10.6
2.4.10.7
2.4.10.8
2.4.10.9
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Fujitsu Services’ current and expected future workload for dealing with
both Audit Record Queries and Subject Information Requests
remaining the same or decreasing, respond to that request within the
applicable time limit.
Subject to paragraph 2.4.10.6, if Fujitsu Services' ability to respond to
a Subject Information Request is outside the Response Capability,
Fujitsu Services shall notify Post Office how long it would take to
respond to that Subject Information Request, and shall (subject to
Fujitsu Services’ current and expected future workload for dealing with
both Audit Record Queries and Subject Information Requests
remaining the same or decreasing) respond to that request within
Fujitsu Services’ estimated response time plus 10% of that time.
If Fujitsu Services’ ability to respond to a Subject Information Request
is outside the Response Capability and Fujitsu Services reasonably
believes that at its current workload it may never be able to respond to
that request, it shall notify Post Office of that fact and Post Office may
nevertheless request Fujitsu Services to respond to that request as
soon as reasonably practicable. Post Office acknowledges and agrees
that for so long as Fujitsu Services’ ability to respond to such requests
remains outside the Response Capability, Fujitsu Services will not be
able to respond to them.
Unless agreed otherwise, Fujitsu Services’ response to each Subject
Information Request shall be in the form of an Excel (or other
equivalent product) spreadsheet and shall be provided to Post Office
(or the relevant Data Controller) on CD ROM.
Fujitsu Services shall seek to accommodate the priorities (of which it
is notified) of Post Office for Subject Information Requests to be
responded to in a particular order. Post Office agrees that if by
accommodating such priorities, Fujitsu Services would be unable to
achieve a time limit for a Subject Information Request to which Fujitsu
Services is responding or is required to respond, that time limit shall
not be applicable and (unless otherwise agreed) Fujitsu Services shall
respond to such request as soon as reasonably practicable.
If the number, type and frequency of Subject Information Requests
Fujitsu Services receives from Post Office and/or Data Controllers are
such that some or all of those requests are not being responded to
within applicable time limits or Fujitsu Services’ ability to respond is or
is forecast to be outside the Response Capability the following shall
apply:
(a) the parties shall assess the need for changes to the relevant
system architecture and/or investment in additional hardware,
software or other equipment to enable forecast numbers of
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Subject Information Requests to be responded to within
applicable time limits, with any necessary consequential
changes having been made to the Response Capability; and
(b) any such investment shall be the subject of a CCN and shall
not be undertaken by Fujitsu Services without Post Office's
prior agreement.
2.4.11 In respect of any Subject Information Requests to which paragraph 2.4.10
above does not apply, Fujitsu Services shall respond to those requests as soon
as reasonably practicable taking into account the time limits notified to Fujitsu
Services for those requests and the technical limitations of any systems used to
source the information requested.
2.4.12 Post Office shall:
2.4.12.1 be responsible for referring Subject Information Requests received by
it from Fujitsu Services to the appropriate Data Controller;
2.4.12.2 promptly notify Fujitsu Services when Post Office becomes aware that
Fujitsu Services’ assistance is required with a Subject Information
Request; and
2.4.12.3 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 6.2 of
Schedule 10 (Charges).
25 Audit
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 terms of this Agreement. 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 6.2 of Schedule 10 (Charges).
2.6 Security and disclosure of Personal Data
2.6.1 Fujitsu Services shall at all times:
2.6.1.1 preserve the integrity of Personal Data; and
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2.6.2
2.6.3
2.6.1.2 maintain security over Personal Data,
in accordance with the provisions of this Agreement, including (but not limited
to) paragraph 4.1.
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, subcontractors, third parties or consultants, Fujitsu Services
shall ensure the relevant employee, agent, subcontractor, 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, subcontractor, 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 of this Schedule 2 and subject to the proviso that either:
2.6.4.1 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
2.6.4.2 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
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3.1
3.2
3.3
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 2.4.6.1, 2.4.6.3, 2.4.6.4,
2.4.6.5, 2.4.7, 2.4.8, 2.4.10 (other than 2.4.10.2(a)), 2.4.11, 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.
Fujitsu Services as Data Controller
2.8.1 Without limiting the generality of Clause 17.2 (Personal Data) to this Agreement,
Fujitsu Services shall if and when it is acting as a Data Controller rather than a
Data Processor of Personal Data:
2.8.1.1. 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;
2.8.1.2 ensure that its notifications to the Information Commissioner are
correct and up to date;
2.8.1.3 respond in a timely fashion to all Subject Information Requests in
relation to Personal Data; and
2.8.1.4 respond in a timely fashion to all requests for information or
assistance from the Information Commissioner.
EQUIPMENT STANDARDS
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.
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.The provisions of this paragraph 3.2 shall not apply in
relation to the installation of PIN Pads where that installation is carried out by Post
Office or by a third party on behalf of Post Office except where carrying out that
installation in accordance with the CCD entitled "Pin Pad Technical Installation Training
Guide" (IM/MAN/022) has directly resulted in that installation being non-compliant with
relevant legislation or recognised best practice or not being physically or electrically
safe.
In paragraph 3.2, "relevant legislation and recognised best practice" includes mandatory
standards, including all relevant UK Regulations and, from the due date of UK
implementation, EC Directives. 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
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 60950:2000 and any subsequent amendments,
and that Equipment comprising AC power adapters (which for the avoidance of doubt
excludes PIN Pads) complies with BS EN 60065:1998.
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
60825:1992.
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: 2001 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 arrange for regular electrical safety testing of all relevant elements
of the Post Office Service Infrastructure installed in Post Office Premises, thereby
enabling Post Office to meet its legal obligations under the Electricity at Work
Regulations 1989 and Electricity at Work Regulations (NI) 1991 (S.R. 1991 No. 13).
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 9241:1992.
Fujitsu Services shall ensure that all Equipment that falls within the scope of either:
3.12.1 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
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3.12.2 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 3.12.1 relating to radio
and/or telecommunications terminal equipment,
complies with those Regulations.
Fujitsu Services shall ensure that Equipment covered by EN45501:1992 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 shall in no event exceed 60dB(A) when measured at a distance of 1
metre and in accordance with ISO 7779.
Fujitsu Services shall ensure that all items of Equipment to which BS EN 60529:1992
applies, have an Index of Protection rating of IP3X as defined in BS EN 60529:1992.
Fujitsu Services shall ensure that Equipment complies with EN 55022 (Emissions)
Information Technology Equipment - Radio Disturbance Characteristics - Limits and
Methods of Measurements.
POST OFFICE'S POLICIES AND STANDARDS
Security Policy
4.1.1 Fujitsu Services shall minimise and control liabilities to itself and Post Office.
4.1.2 Fujitsu Services shall maintain an organised security infrastructure covering:
4.1.2.1 the agreement of a security policy;
4.1.2.2 allocation of security responsibilities;
4.1.2.3 security education and training;
4.1.2.4 reporting security Incidents;
4.1.2.5 physical security control;
4.1.2.6 virus control;
4.1.2.7 business continuity;
4.1.2.8 control of Software;
4.1.2.9 safeguarding Post Office records;
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4.1.4
4.1.2.10 information classification;
4.1.2.11 compliance with data protection and other legislation;
4.1.2.12 information exchange control;
4.1.2.13 Contractor's sub-contractors and suppliers;
4.1.2.14 compliance with security policy;
4.1.2.15 the management of fraud and risk during operation of the Services
compatible with Clause 8.1 of this Agreement.
Fujitsu Services shall be compliant with ISO 17799.
Security Standards
Fujitsu Services shall adhere to the relevant parts of Post Office's security
standards and requirements listed below, and co-operate with Post Office to
assist Post Office in complying with those standards and requirements:
4.1.4.1 “Social Security IT Security Standards” to the extent applicable to
OBCS and to the Post Office Infrastructure Services necessary to
deliver OBCS;
4.1.4.2 “Post Office Counters Information Systems Security Policy”; and
4.1.4.3 “ACode of Practice for Post Office Information Systems Security”.
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
Fujitsu Services shall ensure that all relevant information produced by the
Horizon Service 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.
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.
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5. CONTRACTOR'S POLICIES AND STANDARDS
5.1 Quality Management System
5.1.4
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 delivery of
Services hereunder.
The quality management system shall be audited and certified by a BSI
accredited auditor, who is independent of both Fujitsu Services and Post Office:
5.1.3.1 in any event, at intervals of not longer than twelve (12) months; and
5.1.3.2 _ in addition, within twenty (20) Working Days of any such request.
Fujitsu Services shall within one (1) month of each audit:
5.1.4.1 provide Post Office with copies of all reports produced by the auditor
on the quality management system; and
5.1.4.2 notify Post Office of and carry out Fujitsu Services’ proposed follow up
actions where required.
5.2 Human-Computer Interface
5.2.1
5.2.2
5.2.3
5.2.4
Fujitsu Services shall maintain the CCD entitled “Horizon OPS Style Guide”.
The Horizon OPS Style Guide shall set out 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 use reasonable endeavours to specify a Human-
Computer Interface which is intuitive and easy to use by Users, including
Counter Clerks, to minimise errors and delays.
Fujitsu Services shall ensure that the Human-Computer Interface provides a
consistent look and feel across all applications delivered by Fujitsu Services
over the Post Office Service Infrastructure, and that it is easily adapted to
facilitate the introduction of new applications. This provision shall not apply in
relation to any Transaction types for AP 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.
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6.1
6.2
6.3
6.4
6.5
7A
ADDITIONAL NBS 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 Post
Office Service Infrastructure shall be the DUKPT scheme as defined by Section 4.7 and
Appendix A of the ANSIX9.24-1998 standard.
The HSM shall be conformant to the standards set out in the versions of FIPS 140-1
level 3 and ISO 9564 1st 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).
Secure remote initialisation of any PIN Encryption Keys held in PIN Pads will be put in
place (by the applicable date specified in the NB Project Plan by Fujitsu Services) for
PIN Encryption Keys within the NB System using an enhanced version of the key
management service and manual procedures used for the Existing Services. Until such
time as remote key initialisation is in operation, Fujitsu Services shall use secure key
generation and loading processes managed in conjunction with the supplier of the PIN
Pads.
Once captured, Sensitive Data shall remain encrypted whilst it is within the Horizon
Service Infrastructure whether in transit or in storage, save as necessary during the
process of translation from encryption under keys used within the Horizon Service
Infrastructure to encryption under keys in force at the relevant time in the NBE.
SYSTEM AND DATA SECURITY
Legal and Regulatory Controls
7.1.1 Regulation of Investigatory Powers Act 2000
The security features, capabilities and related procedures provided by Fujitsu Services
in respect of the NBS 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 signature of the CCN to introduce the NBS into the
Agreement. Fujitsu Services shall co-operate with Post Office to agree any necessary
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7.2
7.3
74
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 to CAPO beyond those
which apply for provision of the NBS 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.
Security for the Existing Services
The security features, facilities and functionality of the NBS 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.
Security Standards
7.3.1 Fujitsu Services shall adhere, in providing the NBS, to the security standards
and requirements referred to in paragraph 4.1.4.2 and 4.1.4.3 of Schedule 2.
Fujitsu Services shall co-operate with Post Office (and shall provide such
assistance as may reasonably be required by Post Office) in developing Post
Office’s network banking automation security policy, but shall not undertake any
new or modified obligations arising in respect of that policy, save as may be
agreed and introduced under the Change Control Procedure. Fujitsu Services’
charges in respect of such co-operation and assistance provided at any time
following completion of NB Go Live shall be paid by Post Office to Fujitsu
Services and calculated on a time and materials basis using the applicable
rates specified in paragraph 4.1 of Annex D to Schedule 10.
7.3.2 Fujitsu Services shall update the CCDs entitled “ICL Pathway Security Policy”
(RS/POL/002) and “Security Functional Specification” (RS/FSP/001) to
document the NBS security features, facilities and/or functionality provided by
Fujitsu Services in accordance with this Agreement.
Security Organisation and Management
7.4.1. Security for the NBS shall be managed and organised by Fujitsu Services in
accordance with the CCD entitled “ICL Pathway Security Policy” (RS/POL/002)
once updated in accordance with paragraph 7.3.2 of this Schedule 2.
7.4.2 In any investigation carried out by Post Office and/or by Fujitsu Services of any
potential or actual security breach or threat, Post Office and Fujitsu Services
shall report to each other (or Fujitsu Services shall report to Royal Mail, if
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7.4.3
744
745
required by Post Office) any actual or potential threats identified in the course of
such investigation that may have a material adverse effect upon the NBS itself
or End to End Banking. Fujitsu Services and Post Office shall agree the
procedures by which such threats shall be reported and the methodology for
investigating and resolving security incidents (including disputed Banking
Transactions) associated with the NBS and/or End to End Banking. Such
methodology shall be recorded by Post Office in the CCD entitled “Security
Incident Management” by the applicable date specified in the NB Project Plan
and, once agreed by Fujitsu Services (such agreement not to be unreasonably
withheld), the relevant sections of that CCD setting out those procedures which
impose obligations on Fujitsu Services in respect of the NB System shall be
referenced in the CCD entitled “ICL Pathway Security Policy” (RS/POL/002) by
the applicable date specified in the NB Project Plan .
Fujitsu Services shall not unreasonably withhold assistance requested by Post
Office (or by Post Office on behalf of Royal Mail) in connection with the
investigation and resolution of any actual or potential security breach or threat.
The scope of the CCDs entitled “Security Incident Management” and “ICL
Pathway Security Policy” (RS/POL/002) shall include all potential security
breaches or threats, other than those arising in exceptional circumstances.
Where this Agreement does not cover potential security breaches or threats
Fujitsu Services’ charges in respect of co-operation and assistance in respect of
such breaches or threats (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 4.1 of Annex D to Schedule 10.
75 Development and Maintenance
Fujitsu Services shall comply with the relevant parts of IS017799 in the development
and implementation of the NBS. Security related assumptions and processes, upon
which the NBS may depend, which are identified and/or developed by Fujitsu Services
during the design of the systems required to support the operation of the NBS shall be
reported to Post Office's network banking automations security working group and, as
may be required by Post Office, to Royal Mail, unless Post Office requests otherwise.
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SCHEDULE 3
AUDIT
Version History
1.0 31/12/02 Agreed version.
Schedule 3 CA023230030_13.doc
Schedule 3
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SCHEDULE 3
AUDIT
SCOPE
This Schedule identifies the audit requirements with which Fujitsu Services and its sub-
contractors shall comply.
2. POST OFFICE'S AGENTS.
21 For the purpose of this Schedule, Post Office's Agents shall mean:
2.1.1 Post Office;
2.1.2 statutory or regulatory auditors of Post Office;
2.1.3 external auditors appointed by Post Office; and
2.1.4 authorised agents or successors of the persons listed in paragraphs 2.1.1, 2.1.2
and 2.1.3 above.
3. RECORD KEEPING
3.1 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 2.
3.2 The audit trail is specified in the CCD entitiled “Audit Trail Functional Specification”
(CR/FSP/006).
4. ACCESS
44 Fujitsu Services shall provide Post Office's Agents 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);
4.16 — staff,
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4.2
4.3
44
4.5
6.1
6.2
7A
4.1.7 procedures; and
4.1.8 timesheets and other data used directly as a basis for charging, belonging to
Fujitsu Services, which relate to the provision of the Post Office Services.
Fujitsu Services shall ensure that Post Office's Agents can gain access to the Post
Office Data held by Fujitsu Services in Branches to enable internal Post Office audit
requirements to be met.
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, or administrative purposes.
On notification of an audit as specified in paragraph 6 of this Schedule Fujitsu Services
shall provide Post Office's Agents with reasonable access to the audit trail in paragraph
3.1 of this Schedule 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.
AUDIT STANDARDS
Without prejudice or limit to Post Office's general rights to audit, audits by Post Office's
Agents shall be conducted from time to time in accordance with the standards laid down
in the Post Office Internal Audit Standards.
NOTIFICATION OF AUDIT
Subject to Clause 37.3 (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.
With respect to Clause 37.3 (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
7.1.1. 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.
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7.2
7.3
74
7.1.2 Following each audit Post Office shall provide, to Fujitsu Services, a report
approved by Post Office's Agents indicating:
7.1.2.1 any areas of non-compliance with this Agreement which Fujitsu
Services is required to rectify; and
7.1.2.2 any audit recommendation with which Post Office requests Fujitsu
Services to comply.
7.1.3. Post Office shall give Fujitsu Services a minimum of thirty (30) days to review
the factual issues relevant to Fujitsu Services which are raised by the audit
reports and to comment upon the recommendations.
7.1.4 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 7.2
and 7.3 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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SCHEDULE 4
GOVERNANCE
Version History
1.0 31/12/02 Agreed version.
Schedule 4 CA023010049_65.doc
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SCHEDULE 4
GOVERNANCE
1. MEETINGS
14 General
1.1.1. Subject to paragraphs 2 and 3 of this Schedule, Forum Decisions shall be taken
in the following meetings (each a “Forum”):
1.1.1.1 Executive Forum;
1.1.1.2 New Business Forum;
1.1.1.3 Joint Architecture Forum;
1.1.1.4 Demand Planning Forum;
1.1.1.5 Project Boards;
1.1.1.6 Commercial Forum; and
1.1.1.7 Service Management Forum.
1.1.2 The diagram below, which is provided for illustrative purposes only, describes
the interactions between each of the Forums in relation to the solution life cycle,
the top level role of the Executive Forum and the involvement of the
Commercial Forum throughout the solution life cycle.
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Executive Forum
Service Impact
¥ ¥ ¥
New Joint Demand Service
Business @) Architecture Planning Project Management
Forum Forum Forum H Boards ¥ Forum
Development Roadmap Feedback - technical issues i
Feedback - operational spues H
¢ Design BP §d— Build —® ‘<< Operate
Commercial Forum
1.1.3. Annex 1 to this Schedule sets out in relation to each Forum:
1.1.3.1 the Post Office members of that Forum;
1.1.3.2 the Fujitsu Services members of that Forum;
1.1.3.3 the responsibilities and purpose of that Forum;
1.1.3.4 the frequency with which that Forum will meet unless agreed otherwise
by the Parties;
1.1.3.5 the start date by which that Forum shall be established; and
1.1.3.6 certain other general information as relevant to that Forum.
1.1.4 If a member of a Forum is not able to attend a meeting of a Forum, a fully
empowered deputy shall be nominated by the relevant Lead Attendee to take
his/her place.
1.1.5 On each occasion a Forum meets, Post Office shall nominate one of its
attendees to act as secretary. The nominated meeting secretary shall record in
writing all agreed Forum Decisions taken in that Forum meeting. Such minutes
shall be agreed by the Lead Attendees as a true and complete record of the
Forum Decisions. Such agreement shall take place at the meeting or within 48
hours of the end of the meeting.
1.1.6 Save to the extent that a matter is one of the “Reserved Matters” described in
paragraph 3 of this Schedule, Forum Decisions agreed by a Forum will be
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1.1.10
1.4.11
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binding on the Parties provided they are within scope of the relevant Forum's
responsibilities as described in Annex 1 to this Schedule 4.
Members of a Forum may, with the consent of the other Party's Lead Attendee
(such consent not to be unreasonably withheld or delayed), invite other persons
to attend meetings of a Forum.
At least once in every calendar year, the members of each Forum shall discuss
and review whether the frequency with which their Forum meets should be
altered.
Each Forum shall be responsible for agreeing any changes to the CCDs for
which it is the Owning Forum in accordance with, subject to the exceptions
specified in paragraph 1 of Schedule 5, the Soft Change Control Procedure.
Where Fujitsu Services or Post Office becomes aware of an urgent and
important issue which it has been unable to resolve (in accordance with
paragraph 2.1 of this Schedule or otherwise) without calling a meeting of the
relevant Forum, it may request an urgent meeting of that Forum. Such requests
shall be made to:
1.1.10.1 the relevant Post Office Lead Attendee, in the case of a request
by Fujitsu Services; or
1.1.10.2 the relevant Fujitsu Services Lead Attendee, in the case of a
request by Post Office,
who shall not unreasonably refuse such request and, if the request is granted,
shall co-operate with the requesting Party to arrange for a meeting of the
relevant Forum to be convened as soon as is reasonably practicable.
In the event that a meeting of a Forum decides that it has an issue to resolve
which is outside its responsibility or authority or which requires expertise not
provided by its usual attendees, then the Lead Attendees of that Forum shall
prepare an agreed joint written statement of the issue and:
1.1.11.1 if the issue relates to the interpretation of this Agreement or to
the amount or terms of invoices, then the issue shall be referred
to the Commercial Forum for resolution;
1.1.11.2 in all other cases, the issue shall be notified to the Relationship
Managers of both Parties who will arrange for it to be discussed
at the:
(a) next meeting of the Forum best qualified (taking into
account the nature of the issue and the responsibilities
of that Forum) to deal with that issue, as agreed
between the Lead Attendees of the Forum which
originated the issue; or (if none of the Forums is agreed
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as appropriate and except in the case of the Executive
Forum),
(b) next meeting of the Executive Forum, or otherwise
discussed by the attendees of the Executive Forum.
1.1.12 Notwithstanding the provisions of paragraph 1.1.7 of this Schedule, Fujitsu
1.1.13
1.1.14
1.4.15
Services shall use its reasonable endeavours to secure the regular attendance
of suitable representatives of Escher Group Ltd at meetings of the New
Business Forum and the Joint Architecture Forum at no cost to Post Office.
The attendance of Fujitsu Services members at Forum meetings shall be at no
additional cost or charge to Post Office.
The attendance of representatives of Subcontractors (including without
limitation those of Escher Group Ltd) at Forum meetings shall be at no
additional cost or charge to Post Office.
Upon the request of Post Office, and subject to:
1.1.15.1. reasonable notice being given; and
1.1.15.2 an appropriate representative being available,
Fujitsu Services shall procure that an appropriate representative shall attend
any meeting between Post Office and a third party where the purpose of such
meeting is to discuss matters similar to those dealt with by the Joint Architecture
Forum and any Project Board.
2. MANAGEMENT ROLES
21 Save to the extent that a matter is one of the “Reserved Matters” set out in paragraph 3
of this Schedule, and subject to paragraph 2.4 of this Schedule, where urgent Forum
Decisions are required to be made before the next scheduled meeting of the relevant
Forum they shall be made jointly by the Post Office Lead Attendee and the Fujitsu
Services Lead Attendee (or their authorised deputies) (each a “Manager’) of that Forum.
2.2 Subject to paragraphs 2.3 and 2.5 of this Schedule, Forum Decisions taken by a
Manager will only become effective and binding on the Parties when either:
2.2.1
2.2.2
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confirmed in writing by the other Party's Manager (of the same Forum); or
confirmed by an exchange of faxes or digitally signed emails between such
Managers; and
it is within the scope of those Managers’ responsibilities and financial authority
level (as notified, in the case of Post Office, to the Fujitsu Services Lead
Attendee of the Commercial Forum (who shall disseminate such financial
authority level information to the Fujitsu Services Lead Attendee of each other
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Forum) and, in the case of Fujitsu Services, to the Post Office Lead Attendee of
the Commercial Forum (who shall disseminate such financial authority level
information to the Post Office Lead Attendee of each other Forum)) and not
within the scope of the matters described in paragraph 3.
2.3 Any Forum Decision taken by Managers under paragraph 2.2 above which could have
or is likely to have:
2.3.1 an internal financial impact on either Party exceeding £10,000;
2.3.2 animpact on the achievement of any Service Level or other obligation of Fujitsu
Services;
2.3.3. an impact on the achievement of any contractual or project date; or
2.3.4 animpact on the achievement of any Post Office responsibility or obligation,
shall be reported to the relevant Forum for review at the next meeting of that Forum.
All other Forum Decisions taken by Managers under paragraph 2.2 above may, if either
Party wishes it to be so, be reported to the relevant Forum for review at the next
meeting of that Forum.
24 Where at any Forum a decision of one Party on a particular issue may prevail without
the concurrence of the other Party (including, without limitation, by virtue of paragraph
2.5 below), nothing in this paragraph 2 shall restrict the first-mentioned Party from
making such a decision without such concurrence outside such Forum.
2.5 Nothing in this Schedule 4 shall restrict either Party from exercising any right conferred
upon it under this Agreement and notwithstanding anything to the contrary in this
Schedule 4, no decision to exercise or waive any such right shall require the
concurrence of the other Party.
3. RESERVED MATTERS
3.1 New, increased, reduced or modified obligations or responsibilities of either Party can
only be effected by making changes to the Clauses of, or Schedules, Annexes or CCDs
to, this Agreement in accordance with the Change Control Procedure. For the
avoidance of doubt, nothing in this paragraph 3.1 shall restrict either Party from
agreeing Work Orders.
3.2 Commitment of new expenditure by Post Office can only be approved through the
processes described in Schedule 9 (Ordering, Invoicing and Payment).
3.3 If a Forum Decision under paragraphs 1.1.6 or 1.1.9 of this Schedule or its Managers
under paragraph 2.2 of this Schedule has had or will have an impact on:
3.3.1 the costs of Fujitsu Services which should have been reflected in a change to
the Charges (of an amount greater than £10,000);
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3.3.2 the achievement of any Service Level or other obligation of Fujitsu Services;
3.3.3. any contractual or project date; or
3.3.4 any Post Office responsibility or obligation and which would have been dealt
with under the Hard Change Control Procedure had such impact been
understood at the time the Forum Decision was made,
that Forum Decision will be reversed by the Forum which made that Forum Decision
with effect from the date of such reversal, and the matter dealt with under the Hard
Change Control Procedure. Each Party shall bear its own costs of complying with such
Forum 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.
4. ESCALATION PROCEDURES.
44 Any dispute arising out of or in connection with this Agreement shall be resolved in
accordance with the Dispute Resolution Procedure described in Annex 2 to this
Schedule 4.
5. RELATIONSHIP MANAGEMENT
5.1 Each Party shall appoint a Relationship Manager. The role of the Relationship
Managers shall be to facilitate, measure and improve the working relationship between
the Parties.
5.2 The Relationship Managers shall jointly monitor the operation of the agreed
Governance arrangements and initiate remedial action if these are not being followed.
5.3 The Relationship Managers shall deploy balanced scorecard techniques to monitor the
relationship between the Parties and the perceived effectiveness of the various joint
meetings and other activities.
5.4 The Relationship Managers shall produce, at least one week prior to each meeting of
the Executive Forum, a briefing paper summarising the previous period's achievements
and highlighting any issues that need resolution at that forum.
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Annex 1 to Schedule 4
Forums
The Parties acknowledge that the job titles of the Forum 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 person(s) holding the
equivalent position(s) to those identified herein.
Post Office IT Director
Members
Chief Operating Officer
+ other top managers to be decided by Post Office (depending on the agenda of
specific meetings)
Strategic Supplier Relationship Manager
Fujitsu Services I Fujitsu Services “Main Board” Director
Members
Business Unit Director
Business Development Director
Responsibilities I Defining strategic direction and vision
Sharing business objectives and direction
Review effectiveness of joint working
Joint Scorecards - agreeing what components will be measured, and setting
targets
Reviewing Joint Scorecards
Agree key messages for joint Post Office and Fujitsu Services communications
plan
Define relationship development direction — ensuring ability to deliver scorecard
action plan and to address any issues arising
Recognition — agreeing recommendations for recognition. This is key to
encourage the behaviours recognised as vital to ensuring a more effective working
relationship
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Agree joint incentivisation targets for projects and services.
Starting Date Within 3 months of the Amendment Date
Frequency Every 4 calendar months
Other Chairmanship of this Forum will alternate between Post Office and Fujitsu
Comments Services on a meeting by meeting basis. Post Office will chair the first meeting of
this Forum
Post Office Sales and Marketing Director
Members
Business Solutions Director
+ others as appropriate
Relationship Manager may attend as an observer at his discretion
Fujitsu Services I Business Development Director
Members
Programme Director
Consultancy Services Director
An appropriate representative of Escher Group Ltd
+ team members as appropriate
Responsibilities I Generate and investigate new ideas and opportunities that support Post Office
strategic business direction for inclusion in Post Office change plan and to
investigate potential additions to the contracted services. Post Office change plan
is monitored by the executive committee of Post Office
Scope focuses on new customer propositions and opportunities for improving
operations
Review progress of milestones undertaken as part of Post Office change plan
Manage contingency budgets approved in Work Orders including, where
appropriate, delegating authority to appropriate managers
Starting Date Within 1 month of the Amendment Date
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Frequency Every 2 calendar months initially, and to be jointly reviewed when the level of
business for discussion is known
Other The purposes of this Forum are to ensure that objectives set by the Executive
Comments Forum are addressed and implemented as appropriate across both Parties’
businesses and to ensure continuous improvement is a conscious activity in both
Parties’ businesses
Post Office Business Solutions Director
Members
Chief Process Architecture Manager
Chief Systems Architecture Manager
+ others as appropriate
Relationship Manager may attend as an observer at his discretion
Fujitsu Services I Director - Architecture and Strategy Development
Members
An appropriate representative of Escher Group Ltd
+ team members and representatives of Sub-Contractors as appropriate
Responsibilities I Define and agree target architectures within the Horizon domain
Plan and manage migration from current to target architectures
Ensure architectural conformance of projects
Benefits realisation monitoring (ensuring what was done achieved the benefits
forecast, and if not, why)
Manage contingency budgets approved in Work Orders including, where
appropriate, delegating authority to appropriate managers
Starting Date Within 1 month of the Amendment Date
Frequency Monthly
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Post Office Delivery Director
Members
Chief Systems Architecture Manager
+ team members as appropriate
Relationship Manager may attend as an observer at his discretion
Fujitsu Services I Programme Director
Members
Development Director
Customer Services Director
+ team members as appropriate
Responsibilities I 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 the
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
Approve additions to contracted services (that will then be formally introduced by
CCN)
Oversight of agreeing Work Packages
Prioritise releases in terms of schedule and contents, in accordance with strategic
direction and objectives set by Executive Forum, and in accordance with any
operational constraints (Note — final decision for Releases to go live will be made
by Service Management Forum)
Starting Date Within 1 month of the Amendment Date
Frequency Monthly
Post Office Programme and/or Project Manager
Members
Nominees from design authority, business change and commercial management
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as appropriate for each project.
Relationship Manager may attend as an observer at his discretion
Fujitsu Services I Programme and/or Project Manager
Members
Others as appropriate for each project.
Responsibilities I Managing Work Packages which relate to major development programmes.
Manage contingency budgets approved in Work Orders including, where
appropriate, delegating authority to appropriate managers.
Project management and governance as per this Agreement or, to the extent not
in conflict or inconsistent with this Agreement, PRINCE 2 standard practice. For
example:
e Review and resolution of operational issues arising in design, development
and testing;
e Review progress and performance against plan; and
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
Starting Date As appropriate for each project
Frequency As appropriate for each project
Other There will be one project board for each major project
Comments
Post Office Head of Network Support
Members
Supplier and Service Performance Manager
Commercial Manager (FS)
Relationship Manager may attend as an observer at his discretion
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Release Manager (as required)
Fujitsu Services I Customer Service Director
Members
Infrastructure Service Manager
Operations and Support Manager (as required)
Security Manager (as required)
Services Introduction Manager (as required)
Responsibilities I Review performance against contracted service levels and agree remedies
payable (if any)
Track MTBF rates, review operational reliability of Branch Infrastructure and
consider/recommend remedial courses of action (e.g. full or partial technological
refresh or service level relief)
Resolve operational issues including, but not limited to, those arising from non-
conformance to contracted service levels
Release Authorisation: agree the criteria and processes by which releases will be
authorised for release into field trial or live operation and carry out readiness
reviews accordingly.
Ensure continuous improvement in the ongoing/steady state/business as usual
Service Management environment
Review of future change plans to ensure live environment is adequately prepared.
Capacity management
Monitor and review operations of Operational Business Change processes
Starting Date Within 1 month of the Amendment Date
Frequency Monthly (normally at least five (5) days after the delivery date of each monthly
Service Management Report provided by Fujitsu Services to Post Office)
Other Fujitsu Services shall prepare the necessary reports for discussion at these
Comments meetings.
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Post Office Contract Manager (FS)
Members
Commercial Manager Purchasing Services
Strategic Finance Manager
+ others as appropriate
Relationship Manager may attend as an observer at his discretion
Fujitsu Services I Commercial & Finance Director
Members
Commercial and Contracts Manager
+ team members as appropriate
Responsibilities I Management and administration of the Agreement
Circulation to Lead Attendees of each relevant Forum of the financial authority
level information notified pursuant to paragraph 2.2.3
Oversight of ordering and Invoicing processes
Agreement of standard terms and conditions from time to time to apply to different
types of Work Order
Agreement of Commercial Terms in relation to Work Orders.
Oversight of the carrying out of Work Orders
Management of price reviews under the benchmarking and open book accounting
provisions of Schedule 11
Review and, where necessary, improvement of the Change Control Procedure
First level of escalation for disputes about the interpretation of this Agreement, its
Schedules or CCDs, about invoice amounts or terms, or about other matters
referred by the Executive Forum
Starting Date Within 1 month of the Amendment Date
Frequency Monthly
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Annex 2 to Schedule 4
Dispute Resolution Procedures
1. INTRODUCTION
11 Subject to paragraph 1.2 below, the Parties shall use the Dispute Resolution Procedure
21
3.1
set out below (the "DRP") to resolve any dispute arising out of or in connection with this
Agreement (a “Dispute").
There may, subject to the other provisions of this Annex 2 to Schedule 4, be up to five
stages (each a “Stage") to the DRP as follows:
1.2.1. the Forum Review to be carried out in accordance with paragraph 2 below;
1.2.2 the Negotiator's Review to be carried out in accordance with paragraph 3
below;
1.2.3 the Executive Review (including facilitation by an expert) to be carried out in
accordance with paragraph 4 below;
1.2.4 provided that the Parties agree to such procedure, mediation (to be carried out
in accordance with paragraph 6 below) or expert determination (to be carried
out in accordance with paragraph 7 below); 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, 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).
FORUM REVIEW
As soon as either Party becomes aware of a disputed matter it shall refer the Dispute to
the Forum (other than the Executive Forum) best qualified to deal with the Dispute
(taking into account the nature of the Dispute and the responsibilities of each Forum) for
discussion at the next meeting of that Forum (or earlier in accordance with paragraph
1.1.10 of Schedule 4). If the Dispute relates to the interpretation of this Agreement
(including its Schedules and CCDs) or to the amount or terms of invoices, then the
Dispute shall be referred to the Commercial Forum for resolution.
NEGOTIATORS REVIEW
In the event that the Forum to which a dispute is referred under paragraph 2.1 of this
Annex fails to resolve that Dispute, each Party shall within 10 Working Days of such
failure provide the other with a Statement of Dispute (as defined in paragraph 5 below).
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.
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3.2
3.3
3.4
3.5
44
42
4.3
Each Party shall appoint, within five Working Days of receiving the Notification of
Dispute, a suitably empowered senior representative with appropriate operational
experience or client responsibility to act as negotiator on the Dispute (the "Negotiator").
Each Party shall ensure that its appointed Negotiator is of an appropriate level within its
organisation so as to enable the Negotiator to progress the resolution of the Dispute.
The Negotiators 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.
Each Party's Negotiator shall, within five Working Days of his appointment, meet with
the other Party's Negotiator with the object of resolving the Dispute by way of good faith
negotiation (the "Negotiator's Review").
Each Party shall attempt, through its Negotiator, to resolve the Dispute by way of good
faith negotiation.
EXECUTIVE REVIEW
If the Dispute is not resolved by the Negotiator’s Review, either Party may, at its
discretion and no earlier than five Working Days after the Negotiator's Review or the
date by which the Negotiators Review should have taken place (whichever is the
earlier), refer the Dispute for review (the "Executive Review") by appropriate members
of the Executive Forum nominated by each of the Parties within 3 Working Days of the
referral (the “Nominated Executives”).
The Executive Review shall take place within 5 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 4.2 of this
Annex 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 bases:
4.3.1 The Facilitator will be appointed as soon as reasonably practicable.
4.3.2 The Facilitator shall be an individual who:
4.3.2.1 holds qualifications in respect of the subject matter underlying the
Dispute; and
4.3.2.2 is approved by both Parties (such approval not to be unreasonably
withheld or delayed).
4.3.3 In the event that the Parties fail to agree upon the Facilitator to be appointed,
the Facilitator shall be appointed at the request of Post Office or Fujitsu
Services by the President for the time being of the Institute of Electrical
Engineers so long as such appointee shall meet the criteria in paragraph 4.3.2
above.
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44
4.5
4.6
5.1
4.3.4 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.
4.3.5 Within 5 Working Days of appointment of the Facilitator the Parties shall submit
to the Facilitator:
4.3.5.1 each Party's Statement of Dispute (as amended to reflect matters
discussed at previous Stages and as disclosed to the other Party); and
4.3.5.2 a joint agreed statement describing the scope of the initial guidance
required from the Facilitator.
4.3.6 The Dispute shall be referred to the Facilitator to obtain such initial guidance.
The 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
of this Annex.
Once the Facilitator has given to the Parties his initial guidance on the Dispute, the
Nominated Executives shall meet and attempt to resolve the Dispute with the advice
and guidance of the Facilitator.
If the Dispute is not resolved by the Executive Review the Parties may, if both Parties
agree, refer the Dispute to mediation or expert determination.
If the Parties do not reach agreement on whether to (a) seek initial guidance from an
expert facilitator (in accordance with paragraph 4.3 of this Annex) or (b) proceed to
mediation or expert determination (in accordance with paragraph 4.5 of this Annex), in
each case within 10 Working Days of completing the Executive Review referred to in
paragraph 4.2 of this Annex, either Party may refer the Dispute to the courts of England.
Notwithstanding the requirement in paragraph 4.2, if the Executive Review has not
taken place within 20 Working Days of referral, either Party may refer the Dispute to the
courts of England.
STATEMENT OF DISPUTE
A “Statement of Dispute” means a dated statement containing the following information:
5.1.1. aunique serial number to be provided by the Commercial Forum;
5.1.2 the name, post, title, postal address and phone number of the person serving
the Statement of Dispute (the “Dispute Owner”);
5.1.3 a full description of the Dispute, from the perspective of the Party preparing the
statement;
5.1.4. any dates by which an output or decision is required for operational reasons;
and
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5.2
6.1
6.2
6.3
7A
7.2
7.3
5.1.5 any recommendation for the resolution of the Dispute which the Dispute Owner
considers appropriate.
Within 5 Working Days of the completion of each Stage of the DRP the Dispute Owners
of each Party shall, 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 rules. 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 shall take place within 30
Working Days of the appointment of the Mediator.
EXPERT DETERMINATION
At any time after the Executive 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 Institute of Electrical Engineers so long as such appointee shall
meet the criteria specified in paragraph 7.2 above.
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74 The Expert appointed under paragraph 7.2 shall act on the following basis:
7.41
7.4.2
7.4.3
744
74.5
7.4.6
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the Expert shall act as an expert and not as an arbitrator;
the Expert's determination shall (in the absence of manifest error) be final and
binding on the Parties;
the Expert shall decide the procedure to be followed in the determination and
shall be requested to make his determination in writing within 20 Working Days
after his appointment or as soon as practicable thereafter;
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 shall be included in the next invoice for Schedule 10
Charges and paid by Post Office in accordance with Schedule 9 (Ordering,
Invoicing and Payment); 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 5
CHANGE CONTROL
Version History
1.0 31/12/02 Agreed version.
2.0 06/08/03 Baseline copy of Version 1.1
following Contract Anomalies
21 26/06/04 Applying CCN 1131b
4.0 26/08/04 Baseline copy of 2.1
Schedule 5 Version 4.0
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SCHEDULE 5
CHANGE CONTROL
1. INTRODUCTION
441 Amendments and changes to:
1.44
1.1.2
the Clauses of, and Schedules and Annexes to, this Agreement shall only be
made in accordance with the Hard Change Control Procedure;
the following CCDs:
1.1.2.1 “ICL Pathway Security Policy” (RS/POL/002);
1.1.2.2 “Horizon Capacity Management and Business Volumes” (PA/PER/033);
1.1.2.3 “Pathway Release Policy” (PA/STR/003);
1.1.2.4 “QAS Software Right to Use and Data Sub-Licence” (SU/CON/036);
1.1.2.5 “Application of CCNs to Contract Baseline” (POL/HOR/CON/002); and
1.1.2.6 the CCD to be agreed pursuant to paragraph 8.11 of Schedule 20
(Conceptual Design and Design Proposal),
shall only be made in accordance with the Hard Change Control Procedure;
the CCD entitled “Contract Controlled and Referenced Document List”
(BP/SPE/026) shall be made in accordance with the Hard Change Control
Procedure unless the change in question is:
1.1.3.1 a change to the version number of a CCD;
1.1.3.2 a change to the nominated Post Office Approval Authority or the Fujitsu
Approval Authority;
1.1.3.3 a change in the “Subject/Application” column; or
1.1.3.4 a change in the “Document Type” column,
in which case such change or amendment shall be made in accordance with the
Soft Change Control Procedure; and
all CCDs listed in the CCD entitled “Contract Controlled and Referenced
Document List” (BP/SPE/026), other than those listed in paragraph 1.1.2 above,
shall be made, subject to paragraph 1.3 below, in accordance with the Soft
Change Control Procedure save that any prices in a CCD may only be changed
through the Hard Change Control Procedure unless such change is being made
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21
2.2
23
2.4
25
2.6
to implement changes agreed under the Hard Change Control Procedure in
accordance with the provisions of Schedule 10.
Anew CCD or CRD shall only be created in accordance with the Hard Change Control
Procedure. For the avoidance of doubt, any such new CCD or CRD shall only be added
to the CCD entitled “Contract Controlled and Referenced Document List” (BP/SPE/026)
and, subject to paragraph 2.7, delegated to an Owning Forum in accordance with the
Hard Change Control Procedure.
Where a change is being made in accordance with the Hard Change Control Procedure
and in connection therewith a change to a CCD is necessary, such change may be
made through the Hard Change Control Procedure. In addition, a Forum may elect to
change a CCD through the Hard Change Control Procedure.
Within the context of the following sections of this Schedule the term "change" includes
both amendments and changes.
An existing CRD may be amended by the Party which owns that CRD. The new version
of an amended CRD shall become effective on delivery to the other Party's Lead
Attendee of the Owning Forum.
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 or 4
(as relevant) 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 or 4 (as relevant) 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.
Except as described in paragraphs 1.1.2, 1.1.3 and 1.3 of this Schedule, any change to
a CCD shall be agreed by the Forum to which the CCD has been delegated (such
Forum being, once delegated, the “Owning Forum”). Except as provided for by
paragraph 2.7 below, such delegations shall be made in accordance with the Hard
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27
3.1
3.2
3.3
3.4
3.5
Change Control Procedure and shall be identified in the column headed "Owning
Forum" in the CCD entitled “Contract Controlled and Referenced Document List”
(BP/SPE/026) (which shall list all CCDs and CRDs in existence from time to time).
Any CCD and CRD which is not delegated to an Owning Forum or for which its Owning
Forum ceases to exist shall be deemed to have been delegated to the Commercial
Forum. In such circumstances, the Commercial Forum shall be entitled to delegate
another Forum as the Owning Forum using the Soft Change Control Procedure and
require that the CCD entitled “Contract Controlled and Referenced Document List”
(BP/SPE/026) be amended accordingly.
SOFT CHANGE CONTROL PROCEDURE
In relation to each CCD delegated to an Owning Forum:
3.1.1. Post Office Lead Attendee of that Forum shall nominate a person, by function
but not by name, who shall act as change approval authority for Post Office
("Post Office Approval Authority"); and
3.1.2 Fujitsu Services Lead Attendee of that Forum shall nominate a person, by
function but not by name, who shall act as change approval authority for Fujitsu
Services ("Fujitsu Services Approval Authority").
Each of the nominations referred to in this paragraph 3.1 shall be identified in the CCD
entitled “Contract Controlled and Referenced Document List” (BP/SPE/026).
Anew version of a CCD shall only be authorised and become effective if it shall have
been signed by both Fujitsu Services Approval Authority on behalf of Fujitsu Services
and Post Office Approval Authority on behalf of Post Office.
If Post Office Approval Authority is not available (for example because of absence, job
vacancy or re-organisation) then the Post Office Lead Attendee of that Forum shall act
as the Post Office Approval Authority or shall nominate a replacement Post Office
Approval Authority. If a permanent replacement is nominated, the Post Office Lead
Attendee shall inform Fujitsu Services in writing and procure that the CCD entitled
“Contract Controlled and Referenced Document List” (BP/SPE/026) is amended
accordingly.
If Fujitsu Services Approval Authority is not available (for example because of absence,
job vacancy or re-organisation) then the Fujitsu Services Lead Attendee of that Forum
shall act as the Fujitsu Services Approval Authority or shall nominate a replacement
Fujitsu Services Approval Authority. If a permanent replacement is nominated, the
Fujitsu Services Lead Attendee shall inform Post Office in writing and procure that the
CCD entitled “Contract Controlled and Referenced Document List” (BP/SPE/026) is
amended accordingly.
To the extent that Post Office requests, or a Work Order commissioned by Post Office
necessitates (and Fujitsu Services identifies the same at that time), the preparation and
drafting of a new CCD or the amendment of an existing CCD (to the extent not carried
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out by resources paid for under the Operational Charges), Post Office shall approve the
cost of such preparation or amendment through the Work Ordering Procedure
described in Schedule 9.
4. HARD CHANGE CONTROL PROCEDURE
41 Standard Change Procedures
4.1.41
Discussions between Post Office and Fujitsu Services in relation to a change to
be effected through the Hard Change Control Procedure shall result in any one
of the following:
4.1.1.1 no further action;
4.1.1.2 a request to make a change by Post Office's authorised representative
(a "Change Request");
4.1.1.3 a recommendation to make a change by Fujitsu Services.
Post Office shall send Change Requests to Fujitsu Services Change Control
Manager. Where Fujitsu Services receives a Change Request Fujitsu Services
shall unless otherwise agreed submit electronically to the Post Office Change
Control Manager a Change Control Note (“CCN”) within three (3) weeks of the
date of receipt of such Change Request.
If Fujitsu Services considers that the preparation of a CCN, requested by Post
Office, would necessitate allocation of resources in excess of five (5) 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
electronically 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:
4.1.5.1 request further information;
4.1.5.2 authorise the change set out in the CCN in accordance with paragraph
4.1.7 below;
4.1.5.3 suggest modifications to the CCN (including, without limitation,
corrections of minor errors to avoid unnecessary rejection); or
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417
4.1.5.4 notify Fujitsu Services of its rejection (together with an explanation of
the rejection) of the CCN.
The period of validity of each CCN shall be the period from the date on which
that CCN shall have been submitted to the Post Office Change Control
Manager until the date of expiry of that CCN (as specified in that CCN and
normally no earlier than three weeks after submission of CCN to Post Office) or
such other date as the Parties may agree.
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 the CCN signed on behalf of Fujitsu Services by one of the following: Director
Commercial and Finance; Director Business Development; or Business Unit
Manager.
A change shall only be authorised if the CCN relating thereto has been signed
by one of Director Commercial and Finance, Director Business Development
and Business Unit Director on behalf of Fujitsu Services and one of Purchasing
Services Commercial Manager and Director Purchasing Services on behalf of
Post Office.
4.2 Emergency Change Procedures
4.24
4.2.2
Emergency situations resulting in Post Office requesting a change, or Fujitsu
Services recommending a change, shall be dealt with on a case by case basis
by one of Director Commercial and Finance, Director Business Development
and Business Unit Manager on behalf of Fujitsu Services and one of Purchasing
Services Commercial Manager and Director Purchasing Services on behalf of
Post Office who shall jointly decide in writing whether or not to authorise such
change in accordance with this paragraph 4.2.
Where a change is authorised pursuant to paragraph 4.2.1 above:
4.2.2.1 the CCN relating thereto need not comply with paragraphs 4.1.1 to
4.1.7 above inclusive;
4.2.2.2 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 “
Fujitsu Services Change Contro! Note” (PA/TEM/007) save that rather
than setting out:
(a) full details of the change (including any specifications and user
facilities) an outline of the change shall be sufficient;
(b) a 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
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4.3
4.4
(c) proposed revised wording to this Agreement, direct (as distinct
from consequential) revised wording to this Agreement shall be
sufficient.
4.2.3. The short form CCN referred to in paragraph 4.2.2 above shall, once authorised
in accordance with this paragraph 4.2, be sent to the Post Office Change
Control Manager as soon as reasonably practicable.
Content of Change Control Note
Subject to paragraph 4.2 above, each CCN shall be in the form, and contain the
information indicated in the CCD entitled “Fujitsu Services Change Control Note”
(PA/TEM/007).
Record Keeping
4.4.1 Fujitsu Services shall retain a record of all Change Control Notes (CCN) raised.
44.2 Fujitsu Services shall make the CCN record available on demand to Post Office.
4.4.3 Fujitsu Services' CCN record shall include without limitation the following
information:
4.4.3.1 the CCN number;
4.4.3.2 date CCN raised;
4.4.3.3 CCN sponsor (i.e. Post Office or Fujitsu Services);
4.4.3.4 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 all
steps necessary to reverse and remove the effects of such change.
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SCHEDULE 6
FUJITSU SERVICES’ KEY PERSONNEL
Version History
1.0 31/12/02 Agreed version.
Schedule 6
CA023140004_34.doc
SCHEDULE 6
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SCHEDULE 6
FUJITSU SERVICES’ KEY PERSONNEL
CONFIDENTIALITY
441 Post Office shall (other than as required by law), for the duration of this Agreement treat
and maintain the CCD entitled “Fujitsu Services Key Personnel” (HR/CON/001)
(including any proposed or agreed revisions to that document) and the information
contained in it (altogether, “Personnel Information”) secret and confidential and shall not
(except as permitted by paragraphs 1.2 and 1.4 of this Schedule 6) copy, reproduce or
disclose it to any third party.
1.2 Post Office may reproduce, copy and disclose Personnel Information:
1.2.1 to the individuals (from time to time) in its organisation holding the following
positions:
1.2.1.1 IT Director;
1.2.1.2 Business Solutions Director;
1.2.1.3 Chief System Architecture Manager;
1.2.1.4 Contract Manager (FS);
1.2.1.5 Commercial Director (IT);
1.2.1.6 Supplier and Service Performance Manager;
1.2.1.7 Head of Network Support;
1.2.1.8 Commercial Manager Purchasing Services;
1.2.1.9 Delivery Director; and
1.2.1.10 Contract/Commercial Manager (FS),
provided and to the extent that such reproduction, copying or disclosure is
strictly necessary for the purposes of this Agreement;
1.2.2 to its professional advisers, provided and to the extent that such reproduction,
copying or disclosure is strictly necessary for the purposes of this Agreement; or
1.2.3 as required by law.
1.3 Post Office shall procure that no disclosure of Personnel Information is made by the
persons specified in paragraphs 1.2.1 and 1.2.2 (other than between themselves or as
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permitted by paragraph 1.4 of this Schedule) without the express written consent of
Fujitsu Services.
1.4 Post Office may discuss Personnel Information with and disclose Personnel Information
to the following within Fujitsu Services:
1.4.41
1.4.2
1.4.3
SCHEDULE 6
Page 3 of 3
Director Commercial and Finance;
Business Unit Director;
Fujitsu Services Board Director on the Executive Forum;
Commercial Director, Large Projects;
Director Business Development; and
roles within Fujitsu Services human resources department notified to Post Office
in writing from time to time.
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SCHEDULE 7
SUBCONTRACTORS
Version History
1.0 31/12/02 Agreed version.
3.0 21/10/03 Baseline copy of 1.1
3.4 26/07/04 Applying CCN 1131b
4.0 26/08/04 Baseline copy of 3.1
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SCHEDULE 7
SUBCONTRACTORS
1. Table of Fujitsu Services’ Subcontractors
Fujitsu Services’ Subcontractors, together with a description of their areas of
responsibility, are listed in the following table:
Energis Provision of telecommunications lines and I Expires 1 April 2007
Communications services including
Limited Option to extend by
- ISDN mutual consent.
- DCA Managed Service
- FRIACO
The Escher Group Licensing, support and maintenance of I Subcontract for
Limited Riposte, WebRiposte, Asset Manager, I support and
Framework and Mails maintenance expires
31 March 2010
Riposte,
WebRiposte, Asset
Manager, Framework
and Mails licences
on a perpetual basis
Fujitsu Services Provision of maintenance services and I Fujitsu Services
Limited Operational Business Change Services for I inter-company
OPS hardware. The electrical and carpentry I trading rules apply.
work in Branches carried out as part of
Operational Business Change is further sub-
contracted to Romec;
Operation of Horizon System Help Desk and
service management centre.
Support of Fujitsu Services’ databases,
transaction stores and archives;
Operation of TMS system and Client links.
Hypercom Financial PIN Pad design, development and supply. Purchase Agreement
Terminals AB initial term 5 years
and_3 months from
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22/05/2002 then
terminable by either
party on 6 months’
notice. See Note
below.
Licence for
associated software
is perpetual.
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)
(c) expiry or
termination
of Post
Office's
licence from
QAS Ltd 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
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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.
2. Energis potential insolvency
241 If at any time the Parties consider that Energis Communications Limited (“Energis”)
may become insolvent:
2.1.1 they shall enter into good faith discussions to consider the appropriate
course of action; and
2.1.2 Fujitsu Services shall prepare a strategy document (the “Energis Strategy
Document”) for approval by Post Office (such approval not to be
unreasonably withheld). The Energis Strategy Document shall address
steps to be taken by the Parties for the replacement (or otherwise) of
Energis as Subcontractor where, as a result of an Insolvency Situation,
Energis ceases to fulfil its obligations to Fujitsu Services in respect of the
communications network used in connection with the NBS and the other
Services.
2.2 If as a result of an Insolvency Situation Energis fails to comply with its contractual
obligations to Fujitsu Services and/or Energis ceases to provide the elements of the
communications network it has contracted with Fujitsu Services to provide:
2.2.1 the Parties shall implement such provisions of the Energis Strategy
Document as may be applicable in the circumstances;
2.2.2 Fujitsu Services shall use all reasonable endeavours as would be used by a
party negotiating on its own account to procure on the best possible
commercial terms a supplier or suppliers to replace Energis in providing the
elements of the NBS communications network formerly provided by Energis
(but shall not be required to enter into a contract with a supplier or suppliers
save to the extent the parties agree to the appointment of a substitute
supplier or suppliers in accordance with paragraph 2.2.4 below);
2.2.3 Fujitsu Services shall disclose to Post Office:
2.2.3.1 all such information relating to the charges proposed by any
prospective replacement supplier; and
2.2.3.2 a breakdown of the Energis charges in respect of the
communications network current at the time of the Insolvency
Situation,
as Fujitsu Services is permitted by the third party and Energis (as the case
may be) to disclose (Fujitsu Services having used all reasonable endeavours
to procure that it is permitted by the third party and Energis to disclose to
Post Office such charging information); and
2.2.4 the Parties shall agree through the Hard Change Control Procedure:
2.2.4.1 whether or not a substitute supplier or suppliers is to be appointed
in respect of provision of the NBS communications network;
2.2.4.2 any resultant changes in the Charges which are to be paid by Post
Office in respect of the NBS communications network (whether due
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2.2.5
2.2.6
2.2.7
2.2.8
2.2.9
2.2.10
to the costs of terminating the contractual arrangements with
Energis, transition to a substitute supplier or suppliers, the level of
charges payable to the substitute supplier or suppliers or otherwise
and having regard to the proportion of such costs and charges
which relate to the Services other than NBS); and
2.2.4.3 any changes required to this Agreement.
Fujitsu Services shall not be liable for any failure to achieve the NBS Service
Levels or its obligations in respect of the NBS to the extent that it can show
that the failure was due to Energis’ ceasing to comply with its obligations to
Fujitsu Services and (where applicable) transition to new supplier or
suppliers.
If and for so long as either party, acting reasonably, considers that Energis
may become insolvent Fujitsu Services shall use its continuing reasonable
endeavours to procure that Energis consents to the release of the
information referred to in paragraph 2.2.3.2 above in the event of an
Insolvency Situation of Energis.
In the event that the Parties agree through the Change Control Procedure
that a replacement supplier will not be appointed in respect of the NBS
communications network Fujitsu Services shall be released from its
obligations in respect of provision of the NBS network communications link
and its obligations to achieve NBS Service Levels which can not be
achieved as a result of the communications network no longer being
supplied and/or Energis' ceasing to comply with its obligations to Fujitsu
Services due to an Insolvency Situation, such release to be documented
through the Change Control Procedure.
Nothing in this paragraph 2 shall:
2.2.8.1 act to reduce or amend the obligation of Fujitsu Services to provide
the Services on the terms of this Agreement notwithstanding any
insolvency of Energis; or
2.2.8.2 act to reduce or amend the liability of Fujitsu Services under this
Agreement including without limitation in relation to the Services,
the NBS, the other Services or any Service Levels other than as
set out in paragraphs 2.2.5 and 2.2.7 of this Schedule.
The occurrence of an Insolvency Event of Energis shall not of itself entitle
Fujitsu Services to increase its Charges in respect of the Services other than
the NBS.
For the purpose of paragraph 2 of this Schedule:
2.2.10.1 “insolvency” in relation to Energis means:
(i) the commencement of any procedure with a view to the
winding-up or re-organisation of Energis (other than for
the purpose of a _ solvent amalgamation or
reconstruction);
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(ii) the appointment of an administrator, receiver,
administrative receiver or trustee in bankruptcy in relation
to Energis or all or substantially all of its assets;
(iii) the holder of any security over all or substantially all of
the assets of Energis taking any step to enforce that
security; or
(iv) all or substantially all of the assets of Energis becoming
subject to attachment, sequestration, execution or any
similar process; and
2.2.10.2 “Insolvency Situation” means actual, intended or potential
insolvency.
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SCHEDULE 8
FORM OF PARENT COMPANY GUARANTEES
Version History
Version No. Date Comments
1.0 31/12/02 Agreed version.
Schedule 8 CA023650024_2.doc
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PART A: FUJITSU SERVICES HOLDINGS PLC
SCHEDULE 8
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CONFIDENTIAL
DATED 2002
FUJITSU SERVICES HOLDINGS PLC
-to-
POST OFFICE LIMITED
DEED OF GUARANTEE
SCHEDULE 8
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THIS DEED is made the [ ] day of [ } 2002
BETWEEN
(1) FUJITSU SERVICES HOLDINGS PLC whose registered office is at 26 Finsbury
Square, London EC2A 1SL (registered in England and Wales under company
number 00142200) (the “Guarantor”) in favour of
(2) POST OFFICE LIMITED whose registered office is situated at 80-86 Old Street,
London, EC1V 9NN (registered in England and Wales under company number
02154540) (the “Post Office”, which expression includes Post Office's successors
and assigns).
WHEREAS,
(A) On 28 July 1999 a codified agreement (the “Original Codified Agreement”) was
entered into between Post Office (formerly Post Office Counters Limited) and Fujitsu
Services (Pathway) Limited (formerly ICL Pathway Limited) (“Pathway”).
(B) Supplemental to the Original Codified Agreement, on 3 August 1999, the Guarantor
entered into a Deed of Guarantee with Post Office, and by a letter to Post Office
dated 11 July 2002 the Guarantor confirmed that the terms of that guarantee would
continue in full force and effect in relation to the Original Codified Agreement as
amended by the Network Banking CCN referred to in that letter (that guarantee and
letter together, the “First Guarantee”).
(C) By a change control notice, number 1100, dated 31% December 2002 (the
“Amendment CCN”) Post Office and Pathway agreed to vary and restate the terms of
the Original Codified Agreement (the Original Codified Agreement as varied and
restated by the Amendment CCN being referred to herein as the “Agreement”).
(D) Pathway and Post Office intend that the Agreement will be novated by the
assignment of Pathway’s rights and obligations thereunder to Fujitsu Services Limited
(registered in England and Wales under company number 00096056) by a Novation
Agreement (the “Novation Agreement’) to be entered into by Pathway, Post Office
and Fujitsu Services Limited on or around 1 April 2003. Upon the Novation
Agreement being entered into all references to the “Agreement” in this Deed of
Guarantee will thereafter be read and construed as references to the Agreement as
modified by the Novation Agreement and references to the obligations of the Principal
Obligors under the Agreement will be to those obligations as modified, assumed or
released by the Novation Agreement.
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(E)
(F)
(G)
In this Deed of Guarantee “Principal Obligors” means Pathway and Fujitsu Services
Limited.
The services to be provided by the Principal Obligors to Post Office under the
Agreement are critical to the accomplishment of the statutory functions and business
objectives of Post Office.
Post Office would not have entered into the Amendment CCN without a satisfactory
guarantee being provided by the Guarantor of the Principal Obligor's obligations and
liabilities thereunder.
The Guarantor and Post Office now wish to discharge the First Guarantee and enter
into a new guarantee between themselves on the terms hereinafter appearing.
NOW THIS DEED WITNESSES AS FOLLOWS:-
With effect from the execution of this Deed of Guarantee Post Office unconditionally
and irrevocably releases the Guarantor from the First Guarantee and each and any
obligation which the Guarantor has or may have under the First Guarantee, the First
Guarantee shall be treated for all purposes as discharged, and Post Office agrees to
deliver up the First Guarantee to the Guarantor forthwith.
2. If either of the Principal Obligors fails fully and punctually to perform its obligations
under the Agreement or commits any breach of its obligations under the Agreement
which is not remedied in accordance therewith, the Guarantor unconditionally
undertakes that upon demand by Post Office in accordance with Clause 4 hereof it
shall:
24 subject to all limitations on the liability of the Principal Obligors contained in
the Agreement, indemnify and maintain Post Office indemnified against all
losses, damages, costs and expenses (including court costs and legal fees
on a solicitor and own client basis) which may be incurred by Post Office
arising out of all and any such failures or breaches, but only to the extent
that either of the Principal Obligors are liable for the same under the
Agreement;
2.2 as a separate and independent obligation and as primary obligor, be
responsible for and hereby guarantees to Post Office the due performance
by the Principal Obligors of their obligations under the Agreement; and
2.3 as a separate and independent obligation and as primary obligor, fully,
punctually and specifically perform those obligations under the Agreement
which are not performed as a result of the Default (as defined in the
Agreement) of either of the Principal Obligors thereunder. The Guarantor
shall perform, fulfil and observe all terms, warranties and representations in
the Agreement which are not performed as a result of the Default of the
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5.1
5.2
Principal Obligors thereunder as if the Agreement was directly entered into
by the Guarantor and Post Office,
PROVIDED THAT in no event shall the liability of the Guarantor to Post Office
hereunder be greater than the liability of the Principal Obligors to Post Office under
the Agreement, and provided further that any limitation on the liability of, and any
defences available to, the Principal Obligors under the Agreement shall be available
to the Guarantor hereunder. Notwithstanding the date of this Deed of Guarantee the
Guarantor's obligations hereunder shall extend to all breaches of the Agreement by
the Principal Obligors whensoever or howsoever any breach occurred whether
before, on, or after the date of this Deed of Guarantee and the Guarantor agrees that
Post Office shall have the right to enforce this Deed of Guarantee and pursue any
claims and demands arising out of or in respect thereof whether arising prior to, on,
or subsequent to the date of this Deed of Guarantee.
Post Office shall have no greater rights under this Deed of Guarantee in relation to
the Principal Obligors’ obligations under the Agreement than it has under the
Agreement.
Any demand under this Deed of Guarantee shall be in writing, addressed to the
registered office of the Guarantor (or such other address as the Guarantor has from
time to time notified to Post Office as being an address for the receipt of such
demands) and accompanied by a statement identifying the nature of the claim by
Post Office, and shall be copied to the Principal Obligors at their respective registered
offices
The Guarantor shall not be discharged or released from this Deed of Guarantee by
any arrangement made between any Principal Obligor and Post Office without the
assent of the Guarantor or by any amendment to or termination of the Agreement or
by any forbearance or indulgence whether as to payment, time, performance or
otherwise granted by Post Office in relation thereto.
The obligations of the Guarantor under this Deed of Guarantee may not be assigned
or subcontracted in whole or in part without the express written authority of Post
Office. For the avoidance of doubt, and without prejudice to the generality of the
foregoing provisions of this Clause 5.2, the obligations of the Guarantor under
Clauses 2.2 and 2.3 hereof may be sub-contracted if agreed in accordance with this
Clause 5.2.
This Deed of Guarantee shall be a continuing security and accordingly it shall:
6.1 not be discharged by any partial performance (except to the extent of such
partial performance) by any Principal Obligor of its obligations under the
Agreement, and
6.2 extend to cover the unperformed part of the obligations of any Principal
Obligor from time to time under the Agreement.
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10.
11.
12.
The obligations of the Guarantor under this Deed of Guarantee are those of primary
obligor and such obligations exist irrespective of any total or partial invalidity, illegality
or unenforceability of the Agreement. Post Office shall not be obliged before taking
steps to enforce this Deed of Guarantee against the Guarantor to obtain judgment
against any Principal Obligor or the Guarantor or any third party in any Court, or to
make or file any claim in a bankruptcy or liquidation of any Principal Obligor or any
third party, or to take any action whatsoever against any Principal Obligor or the
Guarantor or any third party (other than serving a copy of the notice of demand upon
the Principal Obligors in accordance with Clause 4 above).
The Guarantor warrants that it is a company duly organised and validly existing under
the laws of England with limited liability and has all power and authority to enter into
and perform the obligations contemplated by this Deed of Guarantee to be performed
by it and that this Deed of Guarantee constitutes a legal, valid and binding obligation.
All sums payable by the Guarantor under this Deed of Guarantee shall be paid
without any set-off, lien or counterclaim, deduction or withholding, howsoever arising.
None of the liabilities or obligations of the Guarantor under this Deed of Guarantee
shall be impaired or discharged by the winding up, amalgamation, reconstruction or
reorganisation of the Guarantor or any Principal Obligor (or the commencement of
any of the foregoing).
If any provision of this Deed of Guarantee is held invalid, illegal or unenforceable for
any reason by any Court of competent jurisdiction, such provision shall be severed
and the remainder of the provisions hereof shall continue in full force and effect as if
this Deed of Guarantee had been executed with the invalid, illegal or unenforceable
provision eliminated
This Deed of Guarantee shall be governed by and construed in all respects in
accordance with the laws of England and the parties hereby submit to the non-
exclusive jurisdiction of the Courts of England in respect of any dispute which may
arise between the parties concerning this Deed of Guarantee.
In the event that there shall, in the reasonable opinion of Post Office, occur a material
adverse change in the financial condition of the Guarantor by comparison with such a
financial condition as at the date of this Deed of Guarantee, which change in financial
condition could reasonably be expected to have an adverse effect on the ability of the
Guarantor to perform its obligations under this Deed of Guarantee, then the
Guarantor shall, if so required by Post Office in writing, procure that there is provided
to Post Office an Acceptable Additional Guarantee. Such an Acceptable Additional
Guarantee shall be provided within one (1) month after Post Office requires the
provision of the same. For the purposes of this Clause, an “Acceptable Additional
Guarantee” shall be a guarantee of the obligations of the Guarantor under this Deed
of Guarantee given in favour of Post Office which:
13.1.1 is given by an entity acceptable to Post Office which has a financial condition
at least as good as that of the Guarantor as at the date of this Deed of
Guarantee; and
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13.1.2 is substantially in the form of this Deed of Guarantee with such amendments
as Post Office shall reasonably require to take account of the identity and
place of incorporation of, and any other factors relevant to, the new
guarantor.
Any such Acceptable Additional Guarantee shall be in addition to and not in
substitution for this Deed of Guarantee.
In the event that there shall, in the reasonable opinion of Post Office, occur a material
adverse change in the financial condition of any person liable as guarantor under an
Acceptable Additional Guarantee by comparison with such financial condition as at
the date of the relevant Acceptable Additional Guarantee, which change in financial
condition could reasonably be expected to have an adverse effect on the ability of the
relevant party to perform its obligations under the applicable Acceptable Additional
Guarantee, then the Guarantor shall, if so required by Post Office in writing, procure
that there is provided to Post Office a further Acceptable Additional Guarantee from
another entity. Any such Acceptable Additional Guarantee shall be provided within
one (1) month after Post Office requires the provision of the same.
Any failure by the Guarantor to provide an Acceptable Additional Guarantee in
accordance with the provisions of this Clause shall be treated as a Default by the
Principal Obligors entitling Post Office to terminate the Agreement pursuant to Clause
34.2 thereof.
IN WITNESS WHEREOF the Guarantor has executed this document as a Deed the day and
year first before written.
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Executed as a deed by FUJITSU
SERVICES HOLDINGS PLC acting by a
director and its secretary/two directors
Executed as a deed by POST OFFICE)
LIMITED acting by a director and it
secretary/two directors
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(Director)
(Secretary/ Director)
(Director)
(Secretary/ Director)
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PART B: FUJITSU LIMITED
SCHEDULE 8
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DATED 2002
FUJITSU LIMITED
-to—
POST OFFICE LIMITED
DEED OF GUARANTEE AND INDEMNITY
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THIS DEED OF GUARANTEE AND INDEMNITY is made on 2002
BETWEEN
(1) FUJITSU LIMITED of 1-1, Kamikodanaka 4-chome, Nakahara-ku, Kawasaki 211-
8588, Japan (the "Guarantor")
AND
(2) POST OFFICE LIMITED whose registered office is at 80-86 Old Street, London,
EC1V 9NN (registered in England and Wales under company number 02154540)
("Post Office", which expression includes Post Office's successors and assigns).
WHEREAS
(A) On 28 July 1999 a codified agreement (the “Original Codified Agreement’) was
entered into between Post Office (formerly Post Office Counters Limited) and Fujitsu
Services (Pathway) Limited (formerly ICL Pathway Limited) (“Pathway”).
(B) The Guarantor, on the execution of the Original Codified Agreement, executed a
guarantee dated 28 July 1999 in the terms stated therein in respect of the Original
Codified Agreement.
(C) By a letter from Hiroaki Kurokawa of Fujitsu Limited to Post Office it was stated that
the guarantee dated 28 July 1999 referred to in Recital (B) would continue in full
force and effect in relation to the Original Codified Agreement and the obligations
created by the Second Supplemental Agreement (as defined in and attached to that
letter from Mr Kurokawa).
(D) By a letter to Post Office dated 3 July 2002, the Guarantor confirmed that the terms
of the guarantee dated 28 July 1999 referred to in Recital (B) would continue in full
force and effect in relation to the Original Codified Agreement as amended by the
Network Banking CCN referred to in that letter.
(E) In this Deed, the “Original Codified Agreement Guarantee” means the guarantee
dated 28 July 1999, the letter from Mr Kurokawa and the letter dated 3 July 2002
(referred to respectively in Recitals (B), (C) and (D) above).
(F) By a change control note, number 1100, dated 31% December 2002 (the
“Amendment CCN”) Post Office and Pathway agreed to vary and restate the terms of
the Original Codified Agreement (the Original Codified Agreement as varied and
restated by the Amendment CCN being referred to herein as the “Codified
Agreement’).
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CONFIDENTIAL
(G)
(I)
Pathway and Post Office intend that the Codified Agreement will be novated by the
assignment of Pathway’s rights and obligations thereunder to Fujitsu Services Limited
(registered in England and Wales under company number 00096056) by a Novation
Agreement (the “Novation Agreement”) to be entered into by Pathway, Post Office
and Fujitsu Services Limited on or around 1 April 2003. Upon the Novation
Agreement being entered into all references to the “Codified Agreement” in this Deed
of Guarantee will thereafter be read and construed as references to the Codified
Agreement as modified by the Novation Agreement and references to the obligations
of the Principal Obligors under the Codified Agreement will be to those obligations as
modified, assumed or released by the Novation Agreement.
In this Deed of Guarantee, “Principal Obligors” means Pathway and Fujitsu Services
Limited.
The Guarantor and Post Office now wish to discharge the Original Codified
Agreement Guarantee and enter into a new guarantee between themselves on the
terms hereinafter appearing. The Guarantor has agreed that the new guarantee shall
apply both to the Principal Obligors’ obligations under the Codified Agreement and to
Pathway's obligations under the consent agreement dated 16 September 1997
among the Secretary of State for Social Security (“DSS”), Post Office, Fujitsu
Services Holdings plc (formerly ICL plc), Pathway, and Fujitsu Services (Pathway
Asset Company) Limited (formerly ICL Pathway Asset Company Limited) (the
“Consent Agreement”). Discharge of the Consent Agreement is intended to be a
condition precedent to execution of the Novation Agreement.
In this Deed, “Agreements” means the Codified Agreement and the Consent
Agreement and “Agreement” shall be construed accordingly.
NOW THIS DEED WITNESSES AS FOLLOWS:-
With effect from the execution of this Deed of Guarantee, Post Office hereby
unconditionally and irrevocably releases the Guarantor from the Original Codified
Agreement Guarantee and each and any obligation which the Guarantor has or may
have under the Original Codified Agreement Guarantee, the Original Codified
Agreement Guarantee shall for all purposes be treated as discharged, and Post
Office agrees to deliver up the Original Codified Agreement Guarantee to the
Guarantor forthwith.
The Guarantor unconditionally and irrevocably guarantees to Post Office the due and
punctual performance by the Principal Obligors of the Agreement and by Pathway of
the Consent Agreement and undertakes that upon demand by Post Office it shall
indemnify and keep Post Office indemnified against all losses, damages, costs and
expenses (including court costs and legal fees) which may be incurred by Post Office
arising out of all and any breach of any Agreement and provided always that the
liability of the Guarantor shall be no greater than the liability of the Principal Obligors
under the Agreements, without prejudice to Clause 11 of this Deed of Guarantee.
Notwithstanding the date of this Deed of Guarantee the Guarantor's obligations
SCHEDULE 8
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44
4.2
hereunder shall extend to all breaches of any Agreement by the Principal Obligors
whensoever or howsoever any breach occurred whether before, on, or after the date
of this Deed of Guarantee and the Guarantor agrees that Post Office shall have the
right to enforce this Deed of Guarantee and pursue any claims and demands arising
out of or in respect thereof whether arising prior to, on, or subsequent to the date of
this Deed of Guarantee.
The Guarantor shall not be discharged or released from this Deed of Guarantee by
any arrangement made between the Principal Obligors and/or Post Office without the
assent of the Guarantor or by any amendment to or termination of any Agreement or
by any forbearance, waiver or indulgence whether as to payment, time, performance
or otherwise granted by Post Office in relation thereto and the Guarantor hereby
expressly consents to any and all such arrangements, amendments, terminations,
forbearances or indulgences.
The indemnity set out in Clause 1 of this Deed of Guarantee is irrevocable and
absolute and shall be a continuing security and accordingly it shall:
not be discharged by any partial performance (except to the extent of such partial
performance) by the Principal Obligors of their obligations under any Agreement; and
extend to cover the unperformed part of the obligations of the Principal Obligors (or
either of them) from time to time under each Agreement.
The obligations of the Guarantor under this Deed of Guarantee are those of primary
obligor and such obligations exist irrespective of any invalidity, illegality or
unenforceability of any provision of any Agreement. Post Office shall not be obliged
before taking steps to enforce this Deed of Guarantee against the Guarantor to obtain
judgment against either Principal Obligor or the Guarantor or any third party in any
Court, or to make or file any claim in a bankruptcy or liquidation of either Principal
Obligor or any third party, or to take any action whatsoever against either Principal
Obligor or the Guarantor or any third party.
The Guarantor warrants that it is a body corporate duly organised and validly existing
under the laws of Japan, with limited liability and has all power and authority to enter
into and perform the obligations contemplated by this Deed of Guarantee to be
performed by it and that this Deed of Guarantee constitutes its legal, valid and
binding obligations.
All sums payable by the Guarantor under this Deed of Guarantee shall be paid
without any set-off, lien or counterclaim, deduction or withholding, howsoever arising.
The parties agree that payment in accordance with this Clause 7 shall not constitute
a waiver of any rights or remedies that the Guarantor may have as against Post
Office.
None of the liabilities or obligations of the Guarantor under this Deed of Guarantee
shall be impaired or discharged by:
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8.41
8.2
8.3
9.1
9.2
10.
11.
12.
13.
the insolvency, administration, receivership, dissolution, winding-up, amalgamation,
reconstruction or reorganisation of the Guarantor, or either Principal Obligor or any
other person (or the commencement of any of the foregoing), or any equivalent or
analogous proceedings in whatever jurisdiction;
any change in the constitution of either of the Principal Obligors or the Guarantor; or
any other matter which but for this provision might operate to discharge or exonerate
the Guarantor.
If any payment or other benefit received by Post Office in relation to the obligations of
the Principal Obligors (or either of them) pursuant to any Agreement are avoided,
reduced or invalidated by virtue of any applicable law then pro tanto the Guarantor's
obligations shall not be released or affected.
Until the obligations of the Principal Obligors pursuant to each Agreement have been
fully performed:
9.2.1 the Guarantor shall not without the consent of Post Office be subrogated to
any rights of Post Office arising under each Agreement or seek to enforce
repayment from the Principal Obligors by way of indemnity, or otherwise;
and
9.2.2 the Guarantor shall not prove or claim a dividend in the insolvency of either
of the Principal Obligors without the consent of Post Office but shall do so if
directed by Post Office and will hold any benefit in trust for Post Office.
If any provision of this Deed of Guarantee is invalid, illegal or unenforceable for any
reason, such provision shall be severed and the remainder of the provisions hereof
shall continue in full force and effect as if this Deed of Guarantee had been executed
with the invalid, illegal or unenforceable provision eliminated.
The Guarantor shall reimburse to Post Office all costs and expenses incurred by Post
Office in connection with the enforcement and administration, (excluding, for the
avoidance of doubt, any enforcement and administration costs incurred by Post
Office in enforcing or administering the Agreements as between the Principal
Obligors and Post Office), of all or any part of the obligations described herein,
including without limitation all legal costs and disbursements and court costs.
Except as otherwise expressly provided herein, any notice or other communication
affecting this Deed of Guarantee from one party to the other shall be made in writing
and signed by or on behalf of the other party making the notice or communication.
Any notice or other communication which either party is required or authorised by this
Deed of Guarantee to give or make to the other shall be given or made by leaving it
at, or by posting by ordinary prepaid first class post (airmail if overseas) or by
facsimile transmission to the address of the other party in the manner referred to in
the following provisions of this Deed of Guarantee. Such notice or communication
shall be deemed for the purposes of this Deed of Guarantee to have been given or
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made on the fifth Business Day after the date of posting (for a letter), or on the
Business Day following the date of transmission (for a facsimile). For the purposes of
this Clause, “Business Day” shall mean any day (excluding Saturdays and Sundays)
when clearing banks in the City of London are open for normal banking business.
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14. The Guarantor irrevocably appoints Fujitsu Services Holdings plc of 26 Finsbury
Square, London EC2A 1SL to be its agent for the receipt of service of process in
England. It agrees that any document may be effectively served on it in connection
with proceedings in England and Wales by service on its agent, and Clause 13 above
applies with respect to such service.
15. For the purposes of Clause 13 above the address of each party shall be:
For the Guarantor:
Address: I GRO .}-—-
Attention: General Manager, Global Office, Software and Services Business
Promotion Group
Tel:
Fax:
For Post Office:
Address: Lo ~_ GRO I
Attention: Chief Executive Officer
Fax:
16. Either party may change its address for service, or the person nominated to receive
any such notices or communication, by notice given in accordance with Clause 13
above.
17. The single or partial exercise by Post Office of any right, power or remedy provided
by law or under this Deed of Guarantee shall not preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.
18. This Deed of Guarantee shall be governed by and construed in all respects in
accordance with the laws of England. Any dispute which may arise between the
parties concerning this Deed of Guarantee shall be determined by the courts of
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England and the parties hereby submit to the non-exclusive jurisdiction of the courts
of England for such purposes.
IN WITNESS WHEREOF the Guarantor has executed this document as a Deed the day and
year first before written.
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SCHEDULE 8
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Executed as a deed by)
FUJITSU LIMITED )
acting by: )
)
SEES SEESSSESSSESOSSSSEOSSSOTOSSOO‘O )
)
cevevevsveveasevseestevscssstssitstsseseseevavavees )
)
who, in accordance with the laws of the)
territory in which Fujitsu Limited is)
incorporated, is/are acting under the)
authority of Fujitsu Limited. )
)
Executed as a deed by POST OFFICE)
LIMITED acting by a director and _ its)
secretary/two directors )
)
)
)
)
)
FUJ00000080
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(Authorised signatory(ies))
(Director)
(Secretary/ Director)
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SCHEDULE 9
ORDERING, INVOICING AND PAYMENT
Version History
1.0 31/12/02 Agreed version.
2.0 06/08/03 Baseline copy of Version 1.1
following Contract Anomalies
3.0 05/11/03 Baseline copy of 2.2
3.1 21/06/04 Applying CCN 1109a, CCN
1128, Contract Anomaly para
74
4.0 26/08/04 Baseline copy of 3.1
Schedule 9 Version 4.0
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SCHEDULE 9
ORDERING, INVOICING AND PAYMENT
41. PURPOSE
441 This Schedule sets out the procedures for:
41
4.2
1.1.1 the ordering of Operational Business Change;
1.1.2 the ordering of Post Office 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 OPERATIONAL BUSINESS CHANGE
The ordering process and ordering points for Operational Business Change shall be as
set out in the CCDs entitled:
(a) “ICL Pathway/Post Office Interface Agreement for Operational Business Change
— Outlet”;
(b) “ICL Pathway/Post Office Interface Agreement for Operational Business Change
— Product”; or
(c) “Fujitsu Services/Post Office Interface Agreement for Operational Business
Change - Message Broadcast”,
as appropriate.
ORDERING OF POST OFFICE CONSUMABLES
In the event that Post Office exercises its option to obtain Post Office Consumables
from Fujitsu Services, Post Office shall inform Fujitsu Services of the nominated
ordering point(s) for ordering such Post Office Consumables. The terms and conditions
on which such Post Office Consumables are supplied are set out in Clauses 5 and 12.2
and in paragraphs 5 and 6 of Schedule 14.
ORDERING OF WORK PACKAGES,
All Work Packages (as described in Schedule 20) must be ordered by means of one or
more Work Orders.
AWork Order consists of:
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4.24
4.2.2
4.2.3
4.2.4
425
an agreed description of the Work Package or Work Package Element which is
the subject of the Work Order;
agreed Commercial Terms;
a Commercial Terms Signature Sheet signed on behalf of both parties in
accordance with the provisions of this Schedule 9;
a Purchase Order issued by Post Office; and, where required,
a signed CCN in accordance with paragraph 4.6.
43 The process for agreeing the description of a Work Package and Commercial Terms for
a Work Package shall be as set out in Schedule 20 and be subject to the governance
arrangements set out in Schedule 4. However:
4.3.41
Where a Work Package is broken down into a number of constituent Work
Package Elements, a master Work Package description and master
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, those master documents by reference; and
where a Work Package consists of Professional Services the description of the
Work Package may simply consist solely of a description of:
(i) the number of man days of effort by grade;
(ii) the start and end dates required; and
(iii) the nature of the task enabling the appropriate skill set to be identified;
44 The Commercial Terms for a Work Package or Work Package Element shall specify:
4.44
4.4.3
444
445
446
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;
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);
the version of the Resource Plan against which the resourcing offer is made,
identifying any Additional Resources which will be required;
the gross price of the Work Package Element and the Provisional Net Price;
where required, the number of the related CCN; and
the offer expiry date (the "Expiry Date").
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4.5
4.6
47
48
4.9
5.1
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.
Fujitsu Services’ authorised representative shall offer to carry out Work Packages on the
Commercial Terms by signing a Commercial Terms Signature Sheet referencing those
documents and delivering it together with those documents to Post Office's designated
representative on the Commercial Forum at the address set out in paragraph 5.1. Ifa
CCN is required, a copy of the completed CCN signed by Fujitsu Services shall
accompany the Commercial Terms Signature Sheet. The offer may be taken up by Post
Office in the manner described in paragraph 4.7 up to midnight on the Expiry Date.
To place the Work Order for the Work Package on the basis of the Commercial Terms,
Post Office's authorised representative on the Commercial Forum shall:
4.7.1 counter-sign the Commercial Terms Signature Sheet (incorporating by
reference the relevant Work Package and the Commercial Terms);
4.7.2 _ where a CCN is required, counter-sign the CCN;
4.7.3 raise a Purchase Order in the amount of the Net Price and enter the Purchase
Order number on to the Commercial Terms Signature Sheet; and
4.7.4 deliver them to Fujitsu Services at the address set out in paragraph 5.2 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 (5) 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.
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 Forum shall meet to
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 shall be calculated in accordance with paragraphs 10 and 11 of Schedule 20
on the basis of actual hours recorded and the applicable utilisation of the Core SI Team.
ADMINISTRATION OF WORK ORDERS
Requests for Work Packages, signed Commercial Terms Signature Sheets and
Purchase Orders shall be sent by Post Office to the address notified to it by Fujitsu
Services in accordance with Clause 46 or as otherwise agreed by the Parties.
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5.2
5.3
6.1
6.2
6.3
Proposals for Work Packages and signed Commercial Terms Signature Sheets shall be
sent by Fujitsu Services to Post Office Change Control! Manager.
The Parties agree that in order to expedite business between them, requests and
proposals for Work Package may also be delivered in person at meetings of the
relevant Forum. Where a request or proposal for a Work Package is delivered at a
meeting of a Forum, the Party delivering the same shall, as soon as reasonably
practicable and in any event within five (5) Working Days from the time of the meeting,
send written confirmation of such request or proposal to the address at paragraph 5.1 or
5.2 (as applicable).
FREQUENCY AND TIMING OF INVOICES
Schedule 10 Charges
6.1.1 Fujitsu Services shall raise invoices for the provision of Services charged for
pursuant to paragraphs 2 to 4 of Schedule 10 adjusted in accordance with
paragraphs 5 and 6.1 of Schedule 10 (the “Recurring Charges"), calendar
monthly in arrear.
6.1.2 Additionally, Fujitsu Services shall raise invoices for the provision of Services
charged for pursuant to paragraphs 6.2 and 7 of Schedule 10 (and not charged
pursuant to a Work Order) as they arise, calendar monthly in arrear Charges
under paragraph 6.2 of Schedule 10 will be calculated in accordance with
paragraphs 10 and 11 of Schedule 20 and, where applicable, charges under
paragraph 7 of Schedule 10 will be calculated in accordance with Schedule 23.
6.1.3 For the purposes of this Schedule 9 each calendar month shall constitute an
“Invoicing Period” and each Invoicing Period shall commence on the first (1st)
day of the relevant calendar month and end on the last day of that calendar
month.
Operational Business Change
Fujitsu Services shall raise invoices for Operational Business Change in accordance
with the charging mechanism and payment schedule agreed for Operational Business
Change calendar quarterly in arrear.
Work Orders
6.3.1 Fujitsu Services shall raise invoices for Work Orders in accordance with the
charging mechanism and payment schedule set out in the applicable
Commercial Terms.
6.3.2 In the event that the Commercial Terms do not contain this information:
(i) 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;
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6.3.4
(ii)
(iii)
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.
AWork Order (but not any CCN forming part of that Work Order) shall be
deemed to be “closed”;
(i)
(ii)
(ii)
when:
(a) 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 all those criteria have been
satisfied; or
(b) Post Office terminates or cancels the Work Order (where it is
entitled to do so); or
(c) any specified period for carrying out the work in the Work Order
expires; and
when Fujitsu Services has confirmed in writing 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.
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.
6.4 Post Office Consumables
Fujitsu Services shall raise invoices for Post Office Consumables following the
acceptance of the Post Office Consumables by Post Office's designated delivery point.
6.5 Network Banking Implementation
Fujitsu Services shall raise invoices and/or credit notes (as required) in accordance with
Annex D of Schedule 10 in respect of the Network Banking Implementation Charges.
6.6 Special Discounts and Supplemental Charge
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67
7
7.2
7.3
74
Fujitsu Services shall raise invoices or credit notes (as relevant) in accordance with
paragraph 9 of Schedule 10 (Charges) in respect of Special Discounts and
Supplemental Charge on the dates mentioned in that paragraph.
Discrete invoices and Delivery Point
Fujitsu Services shall invoice separately for each of the above and deliver all invoices
and credit notes to:
Contract Manager (FS), Post Office Ltd., Calthorpe House, 15-20 Phoenix Place,
London, WC1X ODG.
INVOICE DESIGN
Fujitsu Services shall ensure that the invoice design conforms to the Customs and
Excise requirements for VAT purposes. Post Office may at any time require the invoices
to be submitted in electronic form.
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.
In respect of the Recurring Charges, Fujitsu Services shall separately identify the
Charges for each separate row of the Charges in the relevant tables in Schedule 10 on
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75
9.1
9.2
9.3
9.4
each invoice raised and shall supply supporting information to explain all adjustments
made in accordance with Schedule 10.
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 29.
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’).
This paragraph 9.1 shall not apply in respect of the Charges in the row labelled
“Network Service” in the table in paragraph 2.2 of Schedule 10 (as adjusted in
accordance with paragraph 5 of Schedule 10) which shall not be included in the
Charges for the purposes of 9.1.1 above and shall be invoiced in full wnen due.
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 a calculation 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.
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10.
10.1
10.2
10.3
11.
12.
PAYMENT OF INVOICES
The Post Office Contract Manager (FS) and the Post Office Strategic Finance Manager
shall review the invoices and shall authorise valid invoices for payment.
Payment of Charges in relation to the Services performed hereunder shall be made
within thirty days after receipt by Post Office (at its nominated address for invoices) of a
valid invoice for such amounts.
Payments will be made by Post Office to Fujitsu Services by Automated Credit Transfer
(ACT) unless otherwise specified by Post Office.
REPORTS TO THE COMMERCIAL FORUM
Fujitsu Services shall use reasonable endeavours to provide a report to Post Office two
(2) Working Days in advance of each scheduled meeting of the Commercial Forum
showing the current status of all current Work Orders and invoices relating to them.
(For this purpose, a Work Order shall 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 Procedures set out in Annex 2 to Schedule 4.
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SCHEDULE 10
CHARGES
Version History
1.0 31/12/02 Agreed version.
2.0 06/08/03 Baseline copy of Version 1.1 following Contract
Anomalies
3.0 05/11/03 Baseline copy of 2.3
3.1 31/03/04 Applying CCN 1125
3.2 23/06/04 Adjusting figures in Tables 2.2 and 4.1 (from millions to
thousands)
3.3 23/06/04 Adjusting figures in Tables 2.2 and 4.1 (from millions to
thousands) Applying CCN,s 1114a, 1115, 1116, 1117,
1120a and Contract Anomaly Sch 10, para 11
3.4 07/07/04 Applying CCN 1120a, CCN 1109a, CCN 1111, CCN 1130
3.5 19/07/04 CCN's 1111,1133, 1131b
3.6 19/08/04 Correcting Anomalies to CCN 1133
4.0 26/08/04 Baseline copy of 3.6
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SCHEDULE 10
CHARGES
1. GENERAL
1.41 All amounts set out in this Schedule are before adjustment for RPI as set out in
21
paragraph 10 and before VAT.
All annual Charges set out in this Schedule 10 unless otherwise stated relate to
Financial Years. All such Charges shall, unless stated otherwise, become due for
payment on a monthly basis in accordance with the provisions of Schedule 9. The
amount which shall become due on the first day of each calendar month shall in each
case be one twelfth of the applicable annual charge.
Charges are grouped as follows:
1.3.1. Operational Charges (as adjusted or added to in accordance with paragraph 5);
1.3.2 Availability Fees;
1.3.3. SI Commitment Fee (as adjusted or added to in accordance with paragraph 6
and Additional SI Changes);
1.3.4 Implementation Charges;
1.3.5 Supplemental Charge;
1.3.6 Operational Business Change Charges; and
1.3.7 Network Banking Implementation Charges.
Charges are subject to the adjustments set out in this Schedule 10.
Services which would cause the Limits set out in Annex A to be exceeded shall be
subject to the Change Control Procedure.
All amounts set out in this Schedule 10 relating to the Financial Year ending 31 March
2003 are Charges only for the three months ending on 31 March 2003.
In this Schedule 10, unless the context otherwise requires, any reference to a
paragraph or Annex is to the relevant paragraph of or annex to this Schedule.
OPERATIONAL CHARGES.
The Operational Charges shall be a series of charges for the different elements of the
Operational Services as set out in the Operational Charges Table. Subject to the
adjustments set out in paragraph 5, the Operational Charges in respect of each
Financial Year shall be the aggregate of the amounts set out in the column
corresponding to that Financial Year in the Operational Charges Table.
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2.2 The Operational Charges Table
Financial Years ending 31 March
2003 2004 2005 2006 2007 2008 2009 2010)
(£ thousands)
Help Desk Service (including Help Desk and 1,250.000 3,940.000 4,040.000 3,890.000 3,710,000 3,570,000 3,380.000 — 3,220,000)
Technical Service Desk)
Engineer Service 3,280.000 12,450.000 12,940.000 12,290.000 13,210.000 13,000.000 13,060.000 13,390,000}
(Operational Business Change - Branch Change 250.000 980.000 1,020.000 1,000.000 780.000 780.000 770.000 760.000)
(pre-paid)
Data Centre Operations Service 2,690.000 10,831.700 11, 116.390 9, 907.390 9, 737.390 9, 687.390 9, 537.390 9, 377.390
Network Service 6,220.000 30,244.730 24, 924.560 20, 223.560 16, 583.560 15, 603.560 15, 163.560 14,673.560)
Systems Management Service 1,530.000 6,610.000 7,090.000 7,060.000 7,230.000 7,380,000 7,460.000 —7,580.000)
Product Support Service 610.000 3,660.000 3,700.000 3,720.000 3,790.000 3,870.000 3,910.000 — 3,950.000)
Reference Data Management Service 170.000 670.000 640.000 650.000 580.000 590.000 600.000 600.000)
Third Line Software Support Service 490.000 1,721.120 2,071.800 1, 755.120 1,595.000 1,498.000 1,470.000 1,490.00)
Management Information Service 170.000 §50.000 530.000 570.000 470.000 480.000 480.000 490.000)
‘Service Management Service 230.000 550.000 450.000 460.000 470.000 480.000 480.000 490.000)
Reconciliation Service 260.000 940.000 970.000 760.000 660.000 660.000 650.000 640.000)
‘Security Management Service 140.000 670.000 720.000 730.000 660.000 670.000 680.000 690.000
Total Operational Charges 17,290.000 73,817.550 70,212.750 63,016.070 59, 475.950 58, 268.950 57, 640.950 57, 350.950)
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3. AVAILABILITY FEE
3.1 The Availability Fee in each Financial Year shall be the Total Availability Fee set out in the column corresponding to that Financial Year in the following
table:
Financial Years ending 31
March
2003 2004 2005
(£ millions)
First Availability Fee 3.75 15.00 11.25
Second Availability Fee 3.91 15.65 15.65
Total Availability Fee 7.66 30.65 26.90
3.2 No Availability Fees are payable in Financial Years subsequent to that ending 31 March 2005.
4. SI COMMITMENT FEE
44 Subject to the adjustments set out in paragraph 6.1, the SI Commitment Fee in each Financial Year shall be the Total S! Commitment Fee set out in the
column corresponding to that Financial Year in the following table:
2003 2004I 2005) 2006) 2007 2008) 2009) 2010;
(£ thousands)
‘SI Support Services 2.310.000} _ 16,882.300] 14, 392.100] _10,074.700I 10, 230.100} _10,226.900I _10,260.000I _17,500.000)
Pre-paid SI Capacity 3,670.000) 9,280.000I 11,170.000} 7,200.000I 7,200.000I 7,200.000I 7,200.000I 0,000.000
‘Total Si Commitment Fee 5,980.000) 26,162.300} 25,562.100I 17,274.700) 17,430.100 17,426.900I 17,460.000) 17,500.000)
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4.2
4.3
44
4.5
4.6
47
48
5.1
In respect of each Financial Year, Fujitsu Services shall provide SI Support Services to
Post Office at the charges set out in the row labelled “SI Support Services” in the table
in paragraph 4.1.
In respect of each Financial Year, Fujitsu Services shall provide to Post Office the
services of the Core SI Team at no additional charge up to the value of “Pre-paid SI
Capacity” set out in the table in paragraph 4.1, subject to the provisions of Schedule 20.
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
as they are calculated for Additional Resources in paragraph 6.2.
Unless otherwise agreed in accordance with paragraph 11.16 of Schedule 20, the value
of Core SI Services (calculated in accordance with paragraph 4.3) 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 4.4.
Fujitsu Services’ Charges in respect of materials and expenses in connection with Core
SI Services shall be calculated in the same way as they are calculated for Additional
Resources in paragraph 6.2.
Of the figure of £3.67 million in respect of Pre-paid SI Capacity for the Financial Year
ending 31 March 2003 in the table in paragraph 4.1, the following amounts are 'pre-
allocated’ and as such are not available for other Development Services:
4.7.1. £0.62 million for systems integration work on NBS;
4.7.2 £0.25 million for E2E Re-Architecting feasibility study;
4.7.3 £0.20 million for EMV feasibility study;
4.7.4 £0.15 million for Bureau de Change requirements and early design work; and
4.7.5 £0.20 million for Mails Phase 4 early work.
The SI Commitment Fee includes the costs for infrastructure facilities used by the Core
SI Team.
VARIATION OF OPERATIONAL CHARGES
Help Desk Service
5.1.1. The Help Desk Service Charge in the Operational Charges Table is a fixed
charge for the provision of capacity for:
5.1.1.1 the volume of Branch originated Incidents recorded at the Help Desk set
out in the relevant column of the first row in the table below; and
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5.1.1.2 120 TSD Calls,
per calendar month.
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Financial Years ending 31 March
2003 2004 2005 2006 2007 2008 2009 2010
(thousands per calendar month)
Permissible limit for 13.00 I 13.38 I 13.75 I 13.49 I 13.22 I 12.96 I 12.70 I 12.43
the purposes of
paragraph 5.1.3 of
Branch originated
Incidents recorded at
the Help Desk
Minimum capacity 7.80 8.03 8.25 8.09 7.94 777 7.62 745
Maximum capacity 18.20 I 21.41 I 22.01 I 21.58 I 21.16 I 20.73 I 20.31 I 19.88
5.1.2 The Service Levels for the Help Desk Service shall be applicable whilst the
number of Branch originated Incidents recorded at the Help Desk per calendar
month is equal to or less than the relevant number referred to from paragraph
5.1.1.1. If the number of Branch originated Incidents recorded at the Help Desk
per calendar month exceeds that number, there will be no additional charge for
the Help Desk Service, but Fujitsu Services will be entitled to Service Level
relief in respect of the Help Desk Service in accordance with paragraph 4 of
Schedule 15.
Post Office may, upon giving to Fujitsu Services not less than 3 months notice,
increase or reduce the capacity of Branch originated Incidents recorded at the
Help Desk referred to from paragraph 5.1.1.1 by up to 20% in one step, no
more than one step to be invoked in any quarter of a Financial Year. Provided
that the capacity required for Branch originated Incidents recorded at the Help
Desk remains within the range set by the second and third rows of the table in
paragraph 5.1.1 above, the Charge for the Help Desk Service in the Operational
Charges Table shall, from the date of such increase or reduction in capacity be
correspondingly increased or reduced by an amount equal to £19.04 per Branch
originated Incident recorded at the Help Desk by which the capacity is so
increased or reduced.
If in any calendar month:-
5.1.4.1 the actual number of TSD Calls received by the TSD exceeds 120; and
5.1.4.2 it is demonstrated by Fujitsu Services that additional resource above the
standard TSD headcount has been employed by the TSD to manage
those additional incidents; and
5.1.4.3 it is demonstrated by Fujitsu Services that such resource could not have
been obtained from the Help Desk without materially prejudicing the
Help Desk Service or Help Desk Service Service Levels,
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then Post Office shall pay to Fujitsu Services in respect of that calendar month
an additional charge of £124.82 for each such TSD Call in excess of 120.
5.2 System Service
5.2.1
The System Service Charges set out in the Operational Charges Table are
based on the number of Horizon Counter Positions set out, month by month, in
Annex B. Any increase or decrease in the actual number of Horizon Counter
Positions at the end of any calendar month relative to the number in Annex B
applicable to that calendar month (the “Monthly CP Difference”) will result in a
corresponding increase or decrease in System Service Charges. Subject to
paragraph 5.2.2, such increase or decrease in respect of any calendar month
will be calculated by multiplying the Monthly CP Difference in respect of that
calendar month by the unit price shown in the following table in respect of the
Financial Year in which such calendar month falls.
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Financial Years ending 31 March
2003 2004 2005 2006 2007 2008 2009 2010
(£ per calendar month)
Unit price per Horizon 25.13 I 25.91 I 2648 I 25.44 I 2752 I 2691 I 27.02) 27.71
Counter Position
The unit prices in the table in paragraph 5.2.1 shall apply provided the total
number of Horizon Counter Positions in operation remains above 35,000. If the
number of Horizon Counter Positions in operation at the end of any calendar
month falls below 35,000 but remains above 30,000, the unit price applicable to
such further reductions below 35,000 shall be half the unit price shown in the
table in paragraph 5.2.1. If the number of Horizon Counter Positions falls below
30,000, the unit price applicable to such further reductions below 30,000 shall
be one quarter of the unit price shown in the table in paragraph 5.2.1.
5.3 Operational Business Change - Pre-paid
The Operational Business Change - Branch Change (pre-paid) Charge in the
Operational Charges Table is a fixed charge for a pre-paid level of Operational Business
Change including fixed administrative charges.
5.4 Data Centre
5.4.1
Fujitsu Services shall no later than 31 January 2003 secure an option from the
landlord of the existing data centre premises at Wigan and Bootle to:
5.4.1.1 extend the term of the leases of each of those premises to 31 March
2010; and
5.4.1.2 extend the area subject to the leases from 6,500 sq ft. to 8,000 sq ft.;
and
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5.4.2
5.4.3
5.4.4
5.4.1.3 secure that those leases shall be subject to termination for convenience
on no less than 18 months prior notice by either landlord or tenant, such
period of notice not to take effect before 31 December 2005.
The option referred to in paragraph 5.4.1 shall be exercisable until 31 March
2003. Fujitsu Services shall exercise such option if so requested by Post Office
‘on or before 31 March 2003.
The Operational Charges are based on such option being exercised and the
tenancy of the premises referred to in paragraph 5.4.1 continuing to 31 March
2010. If the landlord terminates one or both of the leases early, Fujitsu Services
shall relocate to equivalent premises before the date of termination of the
relevant lease and, other than where such termination is for Fujitsu Services’
breach, the costs of such relocation shall be borne equally by Fujitsu Services
and Post Office subject to a cap on such costs to be borne by Post Office of
£3.18 million. If such termination is for Fujitsu Services breach, the costs of
such relocation shall be borne by Fujitsu Services in their entirety.
If Post Office does not request Fujitsu Services to exercise the option referred to
in paragraph 5.4.1. by or before 31 March 2003, Post Office and Fujitsu
Services shall agree under the Change Control Procedure appropriate changes
to the Operational Charges and the other parts of this Agreement which are
affected by such change.
5.5 Network Charges — Number of Branches
The Network Charges set out in the Operational Charges Table are based on the
assumed numbers of Branches set out, month by month, in Annex B.
5.5.1
Any increase or decrease in the actual number of Branches at the end of each
month relative to the number in Annex B applicable to that month (the “Monthly
Difference”) will result in a corresponding increase or decrease to the monthly
Network Charge. Such increase or decrease in Charge in each month will be
calculated by multiplying the Monthly Difference in respect of that month by the
unit price per Branch shown in the following table in respect of the Financial
Year in which such month falls:
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Financial Years ending 31 March
2003 2004 2005 2006 2007 2008 2009 2010
(£ per calendar month)
Unit price per Branch 86.27 I 147.50 I 124.12 I 107.05 I 93.16 I 89.68 I 88.27 I 86.55
5.6 Network Charges — Dial-up Transaction Volumes
5.6.1
Pending the introduction of ADSL, the primary technologies for network
connection will be as follows:
5.6.1.1 Bronze ISDN for small and intermediate Branches;
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5.6.1.2 Not Used.
5.6.1.3 Silver FRIACO Daytime for large Branches,
each as determined in accordance with the CCD entitled "Horizon Capacity
Management and Business Volumes” (PA/PER/033).
Where such connections are not available, the following second and third
choice options will be applied instead:
5.6.2.1 If no FRIACO, Silver Daytime ISDN;
5.6.2.2 If no ISDN, VSAT.
As the availability of the pre-ADSL primary choice technologies improves over
time, Fujitsu Services may at its own cost and without adversely affecting the
Charges to the Post Office, optimise the use of such availability by installing a
primary connection in place of a second or third choice option, provided that
Service Levels are not failed by so doing.
As ADSL becomes available, subject to paragraph 5.7.1, Fujitsu Services will
implement the ADSL network upgrade as provided for in paragraph 7.1.1, so as
to replace as many of the pre-ADSL technology connections as ADSL
availability permits.
The following table sets out the baseline percentage for each non-ADSL
connection capacity Financial Year by Financial Year after substitution by ADSL
as provided for in paragraph 5.7 below.
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2004 2005 =2006 =62007 «2008 ~=2009I 2010
(per cent.)
Bronze ISDN 54 39 54 60 58 58 57
Silver Daytime 46 61 46 40 42 42 43
5.6.6
The assumed monthly volume of Dial-up Transactions carried out in Bronze
ISDN Branches , year by year, is as follows:
Financial Years ending 31 March
2004 2005 2006 2007 2008 2009 2010
(thousands per calendar month)
Average number of Dial up 2257) «1533. 1135 945 936 925 938
Transactions
5.6.7
If in respect of any Financial Year, as assessed at the end of that Financial Year:
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5.6.10
5.6.7.1 Fujitsu Services has provided network capacity meeting the Network
Mix Criteria; and
5.6.7.2 the number of Dial up Transactions set out in the table in paragraph
5.6.6 is exceeded over that Financial Year taken as a whole,
5.6.7.3 if in respect of any Financial Year, as assessed at the end of that
Financial Year, the number of Dial up Transactions over that Financial
Year taken as a whole (the “Actual Number of Dial up Transactions *) is
less than the assumed number of Dial up Transactions set out in the
table in paragraph 5.6.6 over that Financial Year taken as a whole (the
"Assumed Number of Dial up Transactions” ) then the value equivalent
to:
(Assumed Number of Dial up Transactions — Actual Number of Dial up.
Transactions) x 2.5 pence
shall be available to Post Office to offset against Charges during any
subsequent Financial Year. The actual Charges to be offset in this way
shall be subject to agreement with Fujitsu Services, such agreement not
to be unreasonably withheld.
Fujitsu Services shall be entitled to charge Post Office at the end of that
Financial Year for such excess Dial up Transactions at the rate of 2.5 pence per
Dial up Transaction.
For the purposes of paragraph 5.6.7 the “Network Mix Criteria” shall be met in
respect of any Financial Year if in that Financial Year:
5.6.8.1 the proportions of Silver Daytime relative to the proportion of Bronze
ISDN
is not less than the relative proportions thereof set out in respect of that
Financial Year in the table in paragraph 5.6.5 above.
Post Office may request Fujitsu Services to increase the proportion of Silver
connections and reduce by an equal amount the proportion of Bronze ISDN
connections so as to reduce the number of necessary Dial up Transactions. The
price of an upgrade from Bronze ISDN to Silver FRIACO Daytime is £81 per
month and to Silver Daytime ISDN £280 per month. If requested to upgrade a
Branch from Bronze ISDN to Silver Daytime, Fujitsu Services will provide such
upgrade by means of FRIACO if FRIACO is available at that Branch.
If in respect of any Financial Year, as assessed at the end of that Financial Year,
the average number of Dial up Transactions over that Financial Year taken as a
whole is lower than the figure for that Financial Year as calculated by multiplying
the relevant number in the table in paragraph 5.6.6 by twelve, and such
reduction results from Post Office having made use of the upgrade option
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described in paragraph 5.6.9 above, then Post Office shall be entitled to a
reduction in Operational Changes (Network). The amount of such reduction
shall be such as the Parties may reasonably agree reflects the corresponding
reduction in costs to Fujitsu Services.
5.6.11 ADSL capacity shall be provided on the basis that 15% of Branches shall have
a 20:1 contention connection and the balance will have a 50:1 contention
connection. Variations in this percentage, if requested by Post Office, may be
agreed at charges which equate to Fujitsu Services Cost of the difference
between the two levels of service.
5.6.12 The rates and prices set out in this paragraph 5.6 shall not be adjusted for
variations in the Retail Prices Index in accordance with paragraph 10.
5.7 Network Charges — Number of Counter Positions
5.7.1
A pool of 1,500 Horizon Gateway Configurations is required by Fujitsu Services
to implement ADSL.
If Fujitsu Services is able to demonstrate that at any time:
5.7.2.1 the maximum limit of Horizon Gateway Configurations set out in row 4
of Annex A is exceeded; and
5.7.2.2 as a result of the foregoing, the number of Horizon Gateway
configurations available for ADSL swap out purposes is reduced to less
than 1,500; and
5.7.2.3 solely as a result of such shortfall in Horizon Gateway configurations
available for ADSL swap out purposes the introduction of ADSL cannot
proceed as planned; and
5.7.2.4 Fujitsu Services shall have consulted with Post Office on how best to
mitigate the duration and financial impacts of any such delay; and
5.7.2.5 Fujitsu Services shall have used its reasonable endeavours to mitigate
the duration and financial impacts of any such delay,
to the extent that Fujitsu Services is reasonably able to demonstrate to Post
Office on an Open Book basis that such factors either have caused or will cause
Fujitsu Services to incur additional telecommunications rental costs and/or
additional ADSL related implementation costs over the ADSL implementation
period, Post Office shall pay to Fujitsu Services, by way of additional
Operational Charge, amounts, not exceeding £0.64 million in any calendar
month in aggregate, equal to the amounts of such additional costs incurred by
Fujitsu Services over the period of ADSL implementation as a direct
consequence of the delay.
5.8 Network Charges — ADSL coverage
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5.8.1
Certain levels of ADSL coverage are assumed year by year. If, on a yearly
basis, such percentage availability is either exceeded or not achieved with
respect to the network of Branches taken as a whole, adjustments to Network
Charges shall be made in accordance with this paragraph 5.8.
The Network Charges in the Operational Charges Table shall be reduced or
increased according to the following yearly formulae (a positive result denoting
a Charge increase and a negative result a Charge decrease).
5.8.2.1
5.8.2.2
5.8.2.3
5.8.2.4
The Network Charge in respect of the Financial Year ending 31 March
2005 shall be adjusted by an amount in £ calculated in accordance with
the following formula:
(7,000,000 * (64 - X) /61)-Y
Where 'X' is equal to the actual percentage of Branches which are in
locations in which ADSL lines are available as at 31 March 2004 and 'Y'
is any amount payable under paragraph 5.7 in that Financial Year.
The Network Charge in respect of the Financial Year ending 31 March
2006 shall be adjusted by an amount in £ calculated in accordance with
the following formula:
(8,600,000 * (73 - X)/73)-Y
Where 'X' is equal to the actual percentage of Branches which are in
locations in which ADSL lines are available as at 31 March 2005 and 'Y'
is any amount payable under paragraph 5.7 in that Financial Year.
The Network Charge in respect of the Financial Year ending 31 March
2007 shall be adjusted by an amount in £ calculated in accordance with
the following formula:
(9,900,000 * (80 - X) / 80) -Y
Where 'X' is equal to the actual percentage of Branches which are in
locations in which ADSL lines are available as at 31 March 2006 and 'Y'
is any amount payable under paragraph 5.7 in that Financial Year.
The Network Charge in respect of the Financial Year ending 31 March
2008 shall be adjusted by an amount in £ calculated in accordance with
the following formula:
(9,900,000 * (80 - X)/ 80) -Y
Where 'X' is equal to the actual percentage of Branches which are in
locations in which ADSL lines are available as at 31 March 2007 and 'Y'
is any amount payable under paragraph 5.7 in that Financial Year.
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5.8.2.5 The Network Charge in respect of the Financial Year ending 31 March
2009 shall be adjusted by an amount in £ calculated in accordance with
the following formula:
(9,900,000 * (80 - X) / 80) -Y
Where 'X' is equal to the actual percentage of Branches which are in
locations in which ADSL lines are available as at 31 March 2008 and 'Y'
is any amount payable under paragraph 5.7 in that Financial Year.
5.8.2.6 The Network Charge in respect of the Financial Year ending 31 March
2010 shall be adjusted by an amount in £ calculated in accordance with
the following formula:
(9,900,000 * (80 - X) / 80) -Y
Where 'X' is equal to the actual percentage of Branches which are in
locations in which ADSL lines are available as at 31 March 2009 and 'Y'
is any amount payable under paragraph 5.7 in that Financial Year.
5.9 Network Charges — Change of supplier
5.9.1
The subcontract with Energis is due to expire on 31 March 2007. If it is agreed
by 31 March 2006 that:
5.9.1.1 a new network supplier be subcontracted by Fujitsu Services and as a
consequence there is a change in Fujitsu Services Cost with respect to
operational costs or the change brings about transition costs; or
5.9.1.2 a new network supplier be subcontracted by Post Office directly and as
a consequence Fujitsu Services ceases to incur the operational costs of
such supply but may incur additional costs brought about by transition;
or
5.9.1.3 the existing subcontract be extended by Fujitsu Services but as a
consequence there is a change in Fujitsu Services Cost with respect to
operational costs;
the Parties shall agree revisions to the Operational Charges and, if applicable,
to Implementation Charges such that Fujitsu Services is neither better nor
worse off. Fujitsu Services shall make available to Post Office such information
as is reasonably required on an Open Book basis to enable such revisions to be
agreed. Fujitsu Services has based its Network Charges beyond 31 March
2007 on the assumption that supply prices will reduce year on year by 2.5% on
average, before indexation in line with increases in RPI.
If so requested by Post Office, Fujitsu Services will investigate the possibility of
early termination of the Energis sub-contract and will notify Post Office of the
likely cost and impact. If Post Office requests Fujitsu Services to terminate the
sub-contract early the Parties shall agree revisions to the Operational Charges
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5.10
5.11
5.12
6.1
and, if applicable, to Implementation Charges on a basis and in a manner which
is substantially similar to that set out in paragraph 5.9.1.
CCNs — Services expected to be of limited duration
5.10.1 Charges for services which are expected to have a limited life, having been
introduced by CCN, are aggregated and are set out in the “CCN Service List” at
Annex C. Such aggregated Charge shall be added to the Operational Charge.
5.10.2 Post Office may terminate any of the Services introduced by CCN (as listed in
the CCN Service List), including the Charge component for that CCN set out in
the CCN Service List, by raising a CCN to terminate such Service, subject to
Fujitsu Services being entitled to reimbursement of its reasonable costs incurred
in the termination of such Service. The changes to this Agreement required to
give effect to such termination shall be agreed under the Change Control
Procedure.
5.10.3 Periodic review of the CCN Service List to update it for additions and deletions
shall be managed by the Commercial Forum.
End to End Rearchitecture (4
For every calendar month after 31 March 2004 during which the objectives described in
the first column of the table in Annex B of Schedule 12 (improvement of reference data
processes) shall not have been achieved by reason of any relevant delay or failure on
the part of Post Office (or its agents or subcontractors) in relation to the achievement of
such objectives Post Office shall pay to Fujitsu Services, by way of additional
Operational Charge, one twelfth of the sum set out in the following table in respect of
the Financial Year in which such calendar month falls:
Financial Years ending 31 March
2005 2006 2007 2008 2009 2010
(£ millions)
Additional Operational 0.216 0.216 0.216 0.216 0.216 0.216
Charge
NBS Audit Record Queries
If Post Office exercises its option pursuant to paragraph 3.10.6 of the CCD entitled
“Service Description for Security Management Service” (CS/SER/016) to vary the
maximum number of Audit Record Queries and Old Format Queries which Fujitsu
Services is required to carry out, the portion of the Security Management Charges that
relates to NBS Audit Record Queries shall be varied pro rata to reflect that revised
maximum, with effect from the same date that that revised maximum becomes effective
VARIATION OF SI COMMITMENT FEE AND ADDITIONAL SYSTEMS INTEGRATION
CHARGES
SI Committed Capacity
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6.1.1 Not Used
6.1.2 Not Used
6.1.3 Financial Year ending 31 March 2010
6.1.4
If by 31 March 2009, this Agreement shall have been extended beyond 31
March 2010:
6.1.3.1 the table in paragraph 4.1 shall be modified in respect of the Financial
Year ending 31 March 2010 as follows:
Financial Year ending 31
March
2010
(£ millions)
SI_Support 10.26
Pre-paid SI Capacity 7.20
Total SI Commitment Fee 17.46
6.1.3.2 if paragraphs 6.1.1 or 6.1.2 apply, the additional charge payable in the
Financial Year ending 31 March 2010 shall be divided between SI
Support Services and Pre-paid S! Capacity in the same proportions as
applied in the Financial Year ending 31 March 2009.
Early termination
If Post Office notifies Fujitsu Services of a termination date which is earlier than
31 March 2010, the adjustment to the table in paragraph 4.1 shall be made so.
that as regards the unexpired period from the date of such notice until such
terminations date or the final twelve (12) months of this Agreement, whichever
is the shorter, the allocation of the SI Commitment Fee to SI Support Services
and Pre-paid Capacity shall be varied by reducing the figure for Pre-paid SI
Capacity for such period to zero and increasing the figure for SI Support
Services accordingly. Where any Pre-paid SI Capacity affected by this
adjustment has been allocated to Work Orders, Post Office will pay to Fujitsu
Services the cost to Fujitsu Services of providing Additional Resources to
replace the Core SI Resources previously allocated to such Pre-paid SI
Capacity.
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6.2 Additional Resources
6.2.1
Unless otherwise agreed, if in any Financial Year Post Office requires Fujitsu
Services to provide Additional Resources pursuant to Schedule 20, Post Office
shall pay for such services on a time-cost basis (the “Additional SI Charges”)
according to the following rates:
Professional Service Grade Rate per working day
Software Engineer £667
Project Manager £801
Consultant 1 £1,068
Consultant 2 £1,409
Senior Management £1,611
Where the conditions set out in paragraph 10.5.5 of Schedule 20 apply, Post
Office shall receive a discount of 20% on the charges which relate to the
applicable man days. In relation to paragraph 6.2 of Schedule 20, Fujitsu
Services may on a case by case basis offer additional discounts.
Post Office shall be entitled to a rebate against Additional SI Charges in relation
to Underwritten Utilisation of the Core SI Team, in accordance with the
provisions of paragraph 11 of Schedule 20.
Fujitsu Services will be entitled to be reimbursed by the Post Office for all
reasonable expenses incurred by it or its personnel in providing such Additional
SI Services, including (without limitation) travel and subsistence expenses.
Fujitsu Services shall notify Post Office of any unusual anticipated expenses,
such as international travel.
The Charges based on the table above shall be calculated on the basis that a
working day is equivalent to 8 hours work by one individual, on whichever day
of the week or at whatever time of day that work takes place. Having calculated
the number of working days worked by an individual (by dividing the total
number of hours worked by that individual by 8) the charges due in respect of
any remaining period of less than 8 hours shall be the charge for the working
day reduced pro rata.
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 such system integration
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).
The Charges for such time and materials services will be assessed after the
work has been done on an Open Book basis as set out in Schedule 11.
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6.2.8 If a fixed price basis is used, 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.
6.2.9 Alternatively, risk/reward models may be considered in accordance with the
principles of Schedule 11.
6.2.10 A credit of £150,000 will be allowed to Post Office in respect of CCN 1019
against charges for new Work Orders.
7. IMPLEMENTATION CHARGES.
7A Charges in relation to changes required to underpin the Operational Charges
7.1.1. The Parties agree that certain changes will be implemented to the Horizon
Service Infrastructure (referred to in the table below) which are required to
justify the amount of the Operational Charges set out in paragraph 2 that,
without those changes, would be greater than those specified in that paragraph.
If Fujitsu Services carries out the work referred to in the first column of the table
below, it shall be entitled to charge Post Office for the Fujitsu Service Cost of
that work. For the purposes of this paragraph 7.1, the Fujitsu Service Cost of
that work shall be deemed to be fixed in accordance with the following table,
subject to:
7.1.1.1 Post Office procuring that the conditions stated in row 9 of Annex A are
met; and
7.1.1.2 adjustment in accordance with paragraphs 7.1.2, 7.1.3 and 7.1.4.
7.1.1.3 the remaining balance of £97 1,481.88 for the WebRiposte Software
licence fee will count towards the re-architecting; software licences
charge.
Financial Years ending 31 March
2004 2005 2006 2007
(£ millions)
Data centre: Dynix to Solaris 0.00 2.63 0.00 0.00
conversion
ADSL network upgrade 1.77 3.40 0.45 0.13
including integration work
Memory procurement 1.07 0.00 0.00 0.00
Re-architecting: software 0.54 0.56 1.10 0.00
licences
Total 3.38 6.59 1.55 I 0.13
_ Cumulative total 3.38 9.97 11.52 11.65
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712
Fujitsu Services shall be entitled to adjust the individual components of charge
for the four activities listed in the table in paragraph 7.1.1 by up to 20% above
the relevant amount set out in that table to reflect actual work done by Fujitsu
Services, provided that the actual cumulative Charges for all four activities from
1 January 2003 does not exceed:-
7.1.2.1 £3,543,876 by 31 March 2004;
7.1.2.2 £10,562,782 by 31 March 2005;
7.1.2.3 £11,752,291 by 31 March 2006; and
7.1.2.4 £11,752,291 by 31 March 2007.
If the work required in respect of any of the four activities identified in paragraph
7.1.1 is not undertaken in whole or part in the Financial Years anticipated in the
table in paragraph 7.1.1 any component Charges for those activities which are
not charged by the end of the Financial Year in question (“Year One”) shall be
carried forward to the next Financial Year (“Year Two”) and likewise from Year
Two to the next Financial Year (“Year Three”) and so on.
Variations in excess of the caps described in paragraph 7.1.2 will be subject to
the Open Book provisions of Schedule 11. Increases must be justified by
demonstrating related reductions in Operational Charges which are at least as
great taking account of the time value of money.
Notwithstanding that Fujitsu Services shall have incurred direct costs in
purchasing the memory upgrade computer chips (as further described in Note 1
of Schedule 12) on the timetable set out in paragraph 7.1, Post Office shall have
the option to pay Fujitsu Services for such memory upgrade procurement by
way of a monthly charge over a period not exceeding thirty six (36) months,
such monthly charge to include interest on the unpaid balance calculated at an
annual interest rate of ten (10) per cent.
7.2 Capacity additions
7.24
The capacity planning and performance and volume monitoring carried out as
an Operational 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
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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
Phase 2 capacity enhancement in relation to Network Banking shall be
governed by the provisions of Annex D.
7.3 Other enhancements to the Horizon Service Infrastructure may be required from time to
time. The principles set out in Schedule 23 will apply to such enhancements which shall
be subject to the Change Control Procedure. Unless otherwise agreed, the pricing
principles are as follows:
7.3.1
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 in
paragraph 6.2. The Charges for such work will be assessed after the work has
been done on an Open Book basis as set out in Schedule 11.
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 Services Cost.
As an alternative to the charging mechanisms described in paragraphs 7.3.1
and/or 7.1.2, risk/ reward models may be considered in accordance with the
principles of Schedule 11.
8. OPERATIONAL BUSINESS CHANGE
8.1 Post Office shall pay Fujitsu Services for:
8.1.1
8.1.2
Operational Business Change - Branch at the prices set out in the CCD entitled
“Operational Business Change — Branch, Service Descriptions and Schedule of
Service Prices” (CS/PDN/015);
Operational Business Change - AP Client Service take-on at the prices set out in
the CCD entitled “Service Description for AP Client Take-On Service”
(CS/SER/011);
Operational Business Change - AP Client Delivery Agreement Change Service
at the prices set out in the CCD entitled “Service Description for AP Client
Delivery Agreement Change Service” (CS/SER/012);
Operational Business Change - AP Client File Resend Service at the prices set
out in the CCD entitled “Service Description for AP Client file Re-send Service”
(CS/SER/013); and
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8.2
8.3
8.4
8.5
8.6
87
8.8
8.1.5 Operational Business Change — AP Client Ad-hoc Service at the prices
quoted in accordance with the procedure set out in the CCD entitled “Service
Description for AP Client file Ad-hoc Service” (CS/SER/020)
Not Used:
Not Used
Not Used:
New entries to the CCD entitled “Operational Business Change — Branch, Service
Descriptions and Schedule of Service Prices” (CS/PDN/015) shall be priced on the
following time and materials cost basis:
Service engineer POCL Core Day: £33.14 per person per
hour
Outside POCL Core Day: £79.89 per person
per hour
Public holidays: £89.09 per person per hour
Call-out charge: £118.76
Electrician £35.62 per person per hour
Administrator £24.93 per person per hour
Project manager £800.81 per day
Materials Price set to produce a margin of 10%
calculated by dividing the Fujitsu Service
Cost by nine and multiplying by ten.
Not Used.
Not Used
“Off-line” upgrade of Horizon CTO and Post Office demonstration systems
8.8.1 Subject to the overall constraints in row 2 of Annex A, Fujitsu Services shall
provide ad hoc software upgrades to the Post Office estate of counter positions
in training centres ("CTOs") and Post Office demonstration systems. For the
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avoidance of doubt Head Office Counter Positions do not require off-line
upgrade.
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8.8.2 Post Office shall provide Fujitsu Services with not less than 13 weeks written
notice of a requirement to deliver a new build to the CTOs and Post Office
demonstration systems specified in 8.8.1 above. Post Office may request this
service up to 4 times per Financial Year, provided that a request is not made
before implementation of the previous build is complete.
8.8.3. Upon requesting the service Post Office and Fujitsu Services shall agree which
elements, as set out in the CCD entitled "Counter Training Office Strategy”
(IM/STR/056) above, shall form part of the software build.
8.8.4 The software upgrade will be carried out in accordance with the CCD entitled
“Counter Training Offices Strategy” (IM/STR/056).
8.8.5 The costing for the service by requested sample volumes is:
100 £31,073 £1,587 £32,660
200 £31,073 £3,173 £34,246
300 £31,073 £4,761 £35,834
375 £31,073 £5,950 £37,023
450 £31,073 £7,140 £38,213
500 £31,073 £7,934 £39,007
The charge for replication is £15.87 per disk.
Note: The charges above are based on visiting 47 locations. If further locations are
subsequently added and need visiting for upgrades, this will increase the overall charge
by £106 per location.
8.9 Additional EPOSS Data Capture
8.9.1
Fujitsu Services shall provide Post Office a means by which a number of Item
Additional Fields as defined in the CCD entitled “Application Interface
Specification Reference Data to Pathway for CSR+” (BP/IFS/010) can be
associated with an EPOSS product during a customer session.
Post Office shall submit a Change Request each time it wishes to associate an
Item Additional Field with an EPOSS product.
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8.9.3
Such Change Request shall specify the number and size of the requested Item
Additional Fields, and projected future product volumes. Any additional data
storage required due to volume of Item Additional Data to be stored will be
chargeable to Post Office.
The Item Additional Data will not appear on any report or Receipt other than the
EPOSS session receipt. No product may have more than 10 associated Item
Additional Fields, and each Item Additional Field label may not exceed 21
characters.
Post Office shall pay Fujitsu Services' reasonable charges for retrieving,
altering, adding to or deleting personal data, captured by additional EPOSS
data capture, in order to comply with requests or instructions in connection with
the Data Protection Act 1998. Fujitsu Services shall only be obliged to carry out
such work following approval of a CCN in response to such written change
request for each individual request for Fujitsu Services to retrieve, alter, add to
or delete personal data, each such CCN setting out charges that shall be
payable by Post Office.
9. DISCOUNTS AND SUPPLEMENTAL CHARGE
9.41 Special Discounts
9.1.1
On 31 March 2003 Fujitsu Services shall issue a credit note against Operational
Charges, Availability Fees and S! Commitment Fee to Post Office in the amount
of £15 million (a “Special Discount”).
On 31 March 2004 Fujitsu Services shall issue a credit note against Operational
Charges, Availability Fees and SI Commitment Fee to Post Office in the amount
of £15 million (a “Special Discount”).
On 31 March 2005 Fujitsu Services shall issue a credit note against Operational
Charges, Availability Fees and S! Commitment Fee to Post Office in the amount
of £10 million (a “Special Discount”).
9.2 Supplemental Charge
On 31 March 2006 a supplemental charge of £10 million (the “Supplemental Charge”)
will be invoiced to Post Office by Fujitsu Services to reimburse Fujitsu Services for the
£10 million special discount credited to Post Office by Fujitsu Services on 31 March
2005.
9.3 Debit Card Software
The Debit Card software described in Schedule 18 is to be developed by Fujitsu
Services for Post Office without additional charge to Post Office.
10. INDEXATION
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10.1
10.2
10.3
10.4
10.5
11.
Each of the fixed charges and charging rates contained in this Schedule, other than the
additional network charges (if any) described in paragraph 5.6, the Availability Fees, the
Special Discounts referred to in paragraph 9.1, the Supplemental Charge referred to in
paragraph 9.2 and each of the Services in the table in Part A of Annex C which are
marked “Not Indexed” in the column of the table headed “Indexation Provision” are
referred to in this paragraph 10 as the Indexed Charges. For the avoidance of doubt,
the prices set out in the CCDs referred to in paragraph 8.1 are all included in the
Indexed Charges.
In respect of each Financial Year subsequent to the Financial Year ending 31 March
2003, each of the Indexed Charges 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 a revised version of this Schedule 10.
The RPI Percentage applicable to any Financial Year means the difference, expressed
as a percentage, between the level of the Retail Prices Index (all items) published by
the Office for National Statistics (“RPI”) in respect of the December in the previous
Financial Year and the level of RPI in respect of the December falling in the Financial
Year immediately preceding that previous Financial Year.
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 RPI Adjustment Factors to be set out in the following table shall be applied to
Liquidated Damages payable in respect of Service Level Measurement Periods falling in
the relevant Financial Years:
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Financial Years ending 31 March
2003 2004 2005 2006 2007 2008 2009 2010
130 4.44
RPI Adjustment Factor % %
Note: The RPI Adjustment Factor applicable to a Financial Year shall be RPI In respect
of the December in the previous Financial Year divided by RPI in respect of May 2002.
NETWORK BANKING IMPLEMENTATION CHARGES
The Charges for Network Banking and PIN Pad implementation are set out in Annex D.
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ANNEX A TO SCHEDULE 10
LIMITS
1. Number of
18,250 maximum at any
GB & Northern Ireland.
Branches and one time during the term of
geography this Agreement.
2. Horizon Counter 40,390 maximum until 31 With an additional float of 77
Positions March 2004; then Horizon configurations for
Operational Business Change
38,890 maximum until 31 purposes. This increases to
March 2005; and 1,500 for ADSL swap out
subsequently purposes and subsequently to
2,000 for spares purposes.
38,390 maximum.
3. Single position Within the overall limit in With an additional float of 15
gateway row 2 above: single position gateway
configurations configurations for Operational
installed (each
having two hard
7,600 maximum to 31
March 2004; and
Business Change purposes.
This increases by 400 for ADSL.
disks anda subsequently swap out and spares purposes.
communications
card) 7,200.
4. Sum of: Within the overall limit in With an additional float of 35
row 2 above: multi-position gateway
Multi-position configurations for Operational
gateway 18,215 maximum to 31 Business Change purposes.
configurations; and
Single position
gateway
configurations
installed
(each having a
communications
card)
March 2004; and
subsequently
16,715.
This increases by 1,500 for
ADSL swap out and spares
purposes.
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5. Flat screens 34,900 maximum to 31 With an additional float of 77 for
installed March 2005; and Operational Business Change
subsequently increasing to I purposes. After 31 March 2005,
38,390 maximum as CRTs _ I CRTs will be replaced on failure
fail and are replaced. by Flat screens, including
additional Flat screens as
required.
7. Mobile Within the overall limit in This relates to computer based
Configurations row 3 above: counter configurations which
340 maximum.
are designed to be removed
and stored away from the
service position (not to be
confused with standard
computer configurations on
trolleys or in vans).
Additional Mobiles may be
converted from within the Row
3 Limits at a price to be agreed.
8. Ad Printers:
e Laser or LED
(light emitting
diode)
e Inkjet
15,500 maximum to 31
March 2005; and
subsequently 15,000.
2,750 maximum to 31
March 2005; and
subsequently unsupported.
One per Branch
With an additional float of 35
for Operational Business
Change purposes. This
increases by 1,000 for spares
purposes
To be replaced on failure after
31 March 2005 within the LED
printer Limit.
9. ADSL roll out
One implementation visit
per Branch.
No site surveys or cabling to be
provided by Fujitsu Services.
No PSTN lines to be provided
by Fujitsu Services.
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ANNEX B TO SCHEDULE 10
VOLUMETRICS (BRANCHES AND COUNTER POSITIONS)
Number of Horizon Counter Positions
Number of Branches
17,279 17,236)
17,258
17,215I 17,194] 17,112] 17,031] 16,949] 16,867) 16,786] 16,704] 16,623] 16,541] 16,459] 16,378)
16,296) 16,214] 16,133} 16,051] 15,970] 15,888) 15,806} 15,725) 15,643] 15,562] 15,480) 15,398
15,317) 15,235] 15,154] 15,072] 14,990] 14,909) 14,827I 14,745I 14,664] 14,582] 14,501] 14,419)
14,337) 14,256] 14,174] 14,093] 14,011] 13,929] 13,848) 13,766] 13,684] 13,603] 13,521] 13,505)
13,488) 13,471] 13,455] 13,438] 13,422] 13,405) 13,388} 13,372) 13,355] 13,339] 13,322] 13,305
13,289) 13,272] 13,256] 13,239] 13,222] 13,206] 13,189] 13,173] 13,156] 13,140] 13,123] 13,106)
Schedule 10 Annex B Version 4.0
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13,090)
13,073]
13,057]
13,040
13,023
13,007
12,990)
12,974)
12,957)
12,940)
12,924)
12,907
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ANNEX C TO SCHEDULE 10
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 I £1,918.88 January Subject to
2003 RPI
CCN679b Message Broadcast Service £111.28 Subject to
RPI
Fixed
charge per
message
PLUS
£0.0342
variable
charge per
outlet per
valid
message.
CCN733b I Automated Payments Client
Spec. for DVLNI
e Equipment maintenance & I £101.00 January Not
ISDN rental 2003 indexed
e Administration & support £133.28 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
CCN739 I introduce Standard Life As An
AP Client With A Direct
Connection To Fujitsu Services
e¢ Equipment maintenance & I £101.00 January Not
ISDN rental 2003 Indexed
e Administration & support £133.28 January Subject to
2003 RPI
CCN800 I Connection to Girobank
Disaster Recovery site
e Equipment maintenance £94.00 January Not
and ISDN rental 2003 indexed
e Administration and support I £132.49 January Subject to
2003 RPI
e Preparation and operation Up to 10 Subject to
of regular test (max two man days RPI
per year) at £667 per
day
CCN807 I Changes to AP Client take-on
and Token Verification services
¢ Client Take on Facility January Subject to
2003 RPI
£1,821.55
¢ Client Take on (regression) I £729.10 February Subject to
Facility 2003 RPI
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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: I which Provision
value charge per I Monthly
event Charge
first
becomes
payable
CCN832 I introduce Quantrill as an APS.
Client with a Direct Interface to
Fujitsu Services
« Equipment maintenance £94.00 January Not
and ISDN rental 2003 indexed
e Administration and support I £132.49 January Subject to
2003 RPI
CCN869b I introduce AON Ltd as an APS.
Client with a Direct Interface to
Fujitsu Services
« Equipment maintenance £26.45 January Subject to
2003 RPI
e ISDN Rental £69.00 January Not
2003 indexed
e Administration and support I £198.87 January Subject to
2003 RPI
CCN872 I Introduce ESP as an APS
Client with a Direct Interface to
Fujitsu Services
e Equipment maintenance £26.45 January Subject to
2003 RPI
e ISDN Rental £69.00 January Not
2003 indexed
e Administration and support I £198.87 January Subject to
2003 RPI
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CCN937 Introduce First Rate as an
APS Client with a Direct
Interface to Fujitsu Services
e Equipment maintenance I £26.45 January Subject to
2003 RPI
e ISDN Rental £69.00 January Not
2003 indexed
e Administration and £198.87 January Subject to
support 2003 RPI
ccNn799 Introduce DVLA as an APS
Client with a Direct Interface
to Fujitsu Services
e Equipment maintenance I £94 January Not
and ISDN rental 2003 indexed
e Administration and £176.65 January Subject to
support 2003 RPI
CCN785a_ I Introduce BBC as an APS
Client with a Direct Interface
to Fujitsu Services
e Equipment maintenance I £94 January Not
and ISDN rental 2003 indexed
e Administration and £176.65 January Subject to
support 2003 RPI
CCN972 Introduce CAPO as an APS
Client with a Direct Interface
to Fujitsu Services
e Equipment maintenance I £52.09 January Subject to
2003 RPI
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e ISDN rental £130.33 January Not
2003 indexed
e Administration and £166.86 January Subject to
support 2003 RPI
e Annual DR test Up to 8 Subject to
man days RPI
at £667 per
day
CCN984 =I Horizon OPTIP transaction
file copies
e Fujitsu Services will £350.00 Not
provide Post Office with (exclusive indexed
a copy of all OPTIP daily of
tiles every two weeks despatch
costs
which shall
be payable
by Post
Office) per
two weeks
of data
copying.
Invoiced
quarterly in
arrear.
CCN1102b I Complete Introduction of
National Savings and
Investments as an APS £181.90 August Not
Client 2003 indexed
Equipment maintenance and I £270.28 August Subject to
ISDN rental 2003 RPI
Administration and support Up to5 Subject to
man days RPI
Annual Disaster Recovery at £667 per
Test day
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Complete introduction of
Prudential as an APS Client
Equipment Maintenance £26.45 March Subject to
2004 RPI
ISDN Rental £69.00 March Not
2004 indexed
Administration and support £166.79 March Subject to
2004 RPI
Total
£8,796.03
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ANNEX D TO SCHEDULE 10
NETWORK BANKING IMPLEMENTATION CHARGES,
PIN PAD CHARGES AND PAYPOLE CHARGES
PART A: NETWORK BANKING IMPLEMENTATION CHARGES
41. NETWORK CHARGES:
141 Types of Branch
1.4.4
There are five Branch categories referred to in this paragraph 1 for network
charging purposes, as follows:
1.1.1.1 Bronze Service Branch;
1.1.1.2 Not Used
1.1.1.3 Not Used
1.1.1.4 Silver Daytime Service Branch that seeks to use a FRIACO Fixed
Connection;
1.1.1.5 Silver Daytime Service Branch that seeks to use a non - FRIACO Fixed
Connection;
1.1.1.6 Silver 24 Hour Service Branch that seeks to use a FRIACO Fixed
Connection; and
1.1.1.7 Silver 24 Hour Service Branch that seeks to use a non - FRIACO Fixed
Connection.
1.2 Network Implementation Phase
1.2.1
The communications network required to support the NBS shall be implemented
during the period 1 April 2002 to 31 January 2003 (inclusive) (the “Network
Implementation Phase’).
Fujitsu Services' Charges for the communications network during the Network
Implementation Phase shall be in accordance with the following table:
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Item Unit Charge Number of Total Charge: Payments made and payments due
units during Network
Implementation
Phase
Bronze Service Branch £27,777.78 per month in the 9 £250,000.00 Payment of the Unit Charge for 8 units has been paid
Charges Network Implementation Phase by Post Office. Payment of the Unit Charge for 1 unit
is due on 31 January 2003
Silver Daytime Service (a) £55,555.56 per month in 9 £500,000.00; plus Payment of the Unit Charge for 8 units has been paid
Branches (FRIACO) the Network by Post Office. Payment of the Unit Charge for 1 unit
Implementation Phase; is due on 31 January 2003
plus
(b) £81 per month for each of £1,093,500.00
the 1,350 FRIACO Ports
provided in the Network
Implementation Phase,
being a monthly Charge of
£121,500.00
Installation of communication I £166,500 One £166,500 Payment made on 1 July 2002.
links to Data Centres
Total - £2,010,000
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1.3 Implementation of network infrastructure
Fujitsu Services' Charge for completing the implementation of the NBS communications
network infrastructure shall be the fixed sum of £205,129, payable in two monthly
instalments as set out in Part C of this Annex.
2. DESIGN, DEVELOPMENT, TESTING AND IMPLEMENTATION OF THE NBS.
21 NB T&M Work
2.1.1. The rates which shall be used to calculate Fujitsu Services' Charges:
2.1.1.1 for NB T&M Work including, without limitation, the following work:
(a) design, development and testing of the NBS;
(b) development of software to support the NBS communications
network;
(c) PIN Pad development;
(d) remote PIN Pad key management development, and
2.1.1.2 for the purposes of the NB T&M Budget for each NB T&M Work task in
the NB Project Plan,
shall be as set out in the following table:
Professional Service Grade Rate per working day
Software Engineer £662.45
Project Manager £794.94
Consultant 1 £1,060.72
Consultant 2 £1,399.49
Senior Management £1,599.41
2.1.2 Subject to paragraph 2.1.3 of this Annex D, the Charges based on the table
above shall be calculated on the basis that a working day is equivalent to 8
hours work by one individual, on whichever day of the week or at whatever time
of day that work takes place. Having calculated the number of working days
worked by an individual (by dividing the total number of hours worked by that
individual by 8) the charges due in respect of any remaining period of less than
8 hours shall be the charge for the working day reduced pro rata.
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2.1.3
All Fujitsu Services personnel who are identified in the organisational charts
provided to Post Office in accordance with paragraph 8.5.1 of Schedule 24 as
holding manager or director positions or as being within Fujitsu Services’
Business Consultants Group shall be charged at no more than 8 hours per day
(including days worked on weekends) and Post Office shall not be charged
overtime in respect of those personnel.
Subject to the NB T&M Budget, Fujitsu Services personnel other than those
identified in paragraph 2.1.3 above may be charged to Post Office for extended
day working where such working is necessary to achieve the dates for
achievement of tasks set out in the NB Project Plan.
Subject to paragraph 2.2.3 below, Fujitsu Services shall be entitled to invoice
Post Office and Post Office shall pay for NB T&M Work up to the NB T&M
Budget in respect of such work (as reallocated between tasks or increased in
accordance with the provisions of Schedule 24) specified in or derived from the
NB Project Plan.
To the extent that a Default by Fujitsu Services causes additional NB T&M Work
to be carried out by Fujitsu Services which would not otherwise have been
necessary (at any Level in the NB Project Plan) that work shall be carried out at
Fujitsu Services' cost.
22 NB T&M Work Payment Dates and Retention
2.2.1
The following events (each an “NB Event”) relate to payments due to Fujitsu
Services for the provision of the NBS:
2.2.1.1 NB Event 1 occurs upon the achievement of NBS Stage Progression
from the NBS Testing Stage to the NB Full E2E Testing Stage, as
defined in paragraph 6.3.2.1 of Schedule 24;
2.2.1.2 NB Event 2 occurs upon achievement of NBS Acceptance as defined in
paragraph 6.3.1 of Schedule 24, but cannot in any event occur before
NB Event 1; and
2.2.1.3 NB Event 3 occurs upon the installation (for the first time) of the
Software used for NB Event 2 (as updated at the time of installation) in
all automated Counter Positions, mobile configurations (as described in
row 7 of Annex A to Schedule 10) Admin Positions and trolley based
solutions where the NBS is to be made available.
The target dates for each NB Event (each a “NB Target Date”) and other
commercial dates are set out below. References in other provisions of this
Annex A to such NB Target Dates shall, be construed as references to such NB
Target Dates as adjusted in accordance with the applicable provisions of
Schedule 24 unless the original NB Target Date is expressly referred to.
References to the NB Rate Reduction Date in this Agreement shall be
construed as references to the initial NB Rate Reduction Date given below, as
adjusted in accordance with the applicable provisions of Schedule 24.
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2.2.2.1 The NB Target Date for NB Event 1 was 11 October 2002. NB Event
1 occurred on 11 October 2002.
2.2.2.2 The NB Target Date for commencement of NB Pilot (Soft Launch) is 13
January 2003.
2.2.2.3 The NB Target Date for NB Event 2 is 7 February 2003.
2.2.2.4 The NB Target Date for NB Event 3 is 31 March 2003
2.2.2.5 The initial NB Rate Reduction Date is 11 October 2002.
Post Office shall retain a proportion of the value of all payments for NB T&M
Work due to Fujitsu Services as follows:
2.2.3.1 Between NB Event 1 and NB Event 2, the proportion retained by Post
Office shall be 10% of the value of payments due to Fujitsu Services for
NB T&M Work carried out between NB Event 1 and NB Event 2. One
half of the amount retained shall be allocated to NB Retention Pot 2, the
remaining half shall be allocated to NB Retention Pot 3.
2.2.3.2 Between NB Event 2 and NB Event 3, the proportion retained by Post
Office shall be 5% of the value of payments due to Fujitsu Services for
NB T&M Work carried out between NB Event 2 and NB Event 3. The
amount retained shall be allocated to NB Retention Pot 3.
The sums held in each NB Retention Pot by Post Office shall become due and
payable to Fujitsu Services as follows:
2.2.4.1 upon the earlier of occurrence of NB Event 2 and the date 3 calendar
months after the commencement of NB Pilot (Soft Launch), the sum
held in NB Retention Pot 2 shall become due and payable to Fujitsu
Services;
2.2.4.2 upon the occurrence of NB Event 3, the sum held in NB Retention Pot 3
shall become due and payable to Fujitsu Services, save that Post Office
shall be entitled to withhold one tenth of the value of NB Retention Pot 3
for each NB Medium Severity NBS Acceptance Incident still outstanding
at that time, and Post Office shall be entitled to withhold a further one
tenth of the value of NB Retention Pot 3 should there be any NB Low
Severity NBS Acceptance Incidents outstanding at that time;
2.2.4.3 the sum withheld under paragraph 2.2.4.2 above in respect of each NB
Medium Severity NBS Acceptance Incident shall become due and
payable to Fujitsu Services once that incident is rectified;
2.2.4.4 the sum withheld under paragraph 2.2.4.2 above in respect of all NB
Low Severity NBS Acceptance Incidents shall become due and payable
to Fujitsu Services once all such low severity incidents have been
rectified; and
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23
24
25
3.1
2.2.4.5 Fujitsu Services shall be entitled to invoice Post Office (and Post Office
shall pay) for each sum held in a NB Retention Pot, after that sum
becomes due and payable in accordance with paragraphs 2.2.4.1 to
2.2.4.4 above.
Charges for correction of Acceptance Incidents
Fujitsu Services will be entitled to charge Post Office for the correction of NBS
Acceptance Incidents outstanding at NB Event 1 until the NB T&M Budget for NB Event
1 plus the NB T&M Budget for the Level 2 product finalisation tasks identified in the NB
Project Plan which are due to take place after NB Event 1 are exhausted, and Fujitsu
Services shall thereafter correct any remaining NBS Acceptance Incidents which were
outstanding at NB Event 1 at its own expense.
Payment of NB T&M Budget underspend
Fujitsu Services shall, upon rectification of all NBS Acceptance Incidents outstanding at
NB Event 1, be entitled to a sum (which shall be paid by Post Office) equal to 25% of
the underspend on the aggregate NB T&M Budget for all tasks in the NB Project Plan
due to be completed on or before NB Event 1. Such underspend shall be calculated as
the difference between that NB T&M Budget for NB Event 1 and the aggregate of the
sums due to be paid to Fujitsu Services for NB T&M Work to achieve NB Event 1 and
the sum due to be paid to Fujitsu Services to achieve the rectification of all NBS
Acceptance Incidents outstanding at NB Event 1.
NBS Implementation Charges
Fujitsu Services' Charge for completing NBS Deployment shall be the fixed sum of
£543,631, payable in three instalments as set out in Part C of this Annex.
HARDWARE AND SOFTWARE PROCUREMENT
Phase 2 Hardware upgrade
If Post Office gives Phase 2 Notice to Fujitsu Services pursuant to paragraph 1.5(B) of
the CCD entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033)
the following Charges shall apply:
3.1.1 If the date specified in the Phase 2 notice for commencement of Phase 2 (the
“Commencement Date”) is between 1 September 2003 and 31 May 2004
(inclusive) Fujitsu Services' Charges for upgrading NBS Hardware to support
Phase 2 Contracted New Business Volumes shall be the sum of:
3.1.1.1 £404,452.00, which sum shall become due for payment 5 calendar
months prior to the Commencement Date; plus
3.1.1.2 £1,059,743.00, which sum shall become due for payment 1 calendar
month prior to the Commencement Date.
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41
3.1.2
If the Commencement Date is between 1 June 2004 and 31 March 2005
(inclusive) Fujitsu Services' Charges for upgrading NBS Hardware to support
Phase 2 Contracted New Business Volumes shall be agreed under the Change
Control Procedure and shall be consistent with prices generally offered in the
United Kingdom (at the time the Phase 2 Notice is given) for products of the
type required for that Hardware upgrade, provided on similar terms.
3.1.3
correspondence servers shall
correspondence servers.
OTHER NBS CHARGES
The elements of the NBS or services associated with the NBS set out in the table below
shall be charged for by Fujitsu Services on a time and material basis using the rates
Post Office and Fujitsu Services acknowledge that pursuant to CCN 1014
Phase 2 correspondence servers have been introduced prior to 1 September
2003. To the extent that charges are payable pursuant to paragraph 3.1.1
above, such charges are, for the avoidance of doubt, inclusive of the charges
associated with such correspondence servers and to the extent charges are
payable pursuant paragraph 3.1.2 above, that part of the charge allocated to
reflect the then market value of those
specified:
Reference Summary (for Applicable rates and basis of Charges
information
purposes only)
Schedule 2, Co-operation and Rates specified in the table in paragraph
paragraph assistance (following 2.1.1.2 of this Annex.
7.3.1 NB Go Live) with
developing Post Charges to be calculated by dividing the
Office's network total number of hours worked by each
banking automation individual by 8 (such 8 hour period
security policy constituting a working day to which the
relevant day rate shall apply) and in
respect of any remaining period of less
than 8 hours worked by an individual, that
day rate shall be reduced pro rata
Schedule 2, Co-operation and Rates specified in the table in paragraph
paragraph assistance in respect 2.1.1.2 of this Annex.
74.5 of security breaches
and threats Charges to be calculated by dividing the
total number of hours worked by each
individual by 8 (such 8 hour period
constituting a working day to which the
relevant day rate shall apply) and in
respect of any remaining period of less
than 8 hours worked by an individual, that
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day rate shall be reduced pro rata
Schedule 21, I Co-operation and Rates specified in the table in paragraph
paragraph assistance with 2.1.1.2 of this Annex.
1.11 business continuity
and fail-over testing of I Charges to be calculated by dividing the
End to End Banking total number of hours worked by each
individual by 8 (such 8 hour period
constituting a working day to which the
relevant day rate shall apply) and in
respect of any remaining period of less
than 8 hours worked by an individual, that
day rate shall be reduced pro rata
Network The service set out in Rates specified in the table in paragraph
Banking paragraph 4 of 2.1.1.2 of this Annex.
Transfer Schedule 22 to be
Service provided upon Charges to be calculated by dividing the
termination of the total number of hours worked by each
NB/PIN Pad Services _I individual by 8 (such 8 hour period
or this Agreement, as constituting a working day to which the
applicable relevant day rate shall apply) and in
respect of any remaining period of less
than 8 hours worked by an individual, that
day rate shall be reduced pro rata
42 The Charges set out in this Annex include Fujitsu Services' charges for icons used in
5.1
5.2
NBS software in the Release known to the parties as “BI3". Following Release BI3
Fujitsu Services' Charges for any additional icons which may be required shall be as set
out in the CCD entitled “Horizon Icon Service Prices” (CS/PDN/019).
PAYMENT OF NBS AND NBS RELATED CHARGES
Unless expressly stated to be due on a particular date, the amount due for payment by
Post Office in respect of each monthly Charge or monthly instalment of a Charge set out
or referred to in this Annex D shall accrue on daily basis commencing the first day of
that month, the daily increment being a sum equivalent to the monthly Charge or
instalment in question divided by the number of days in that month.
The total aggregate Charges for NB T&M Work carried out under the Network Banking
CCNs during the period 12 April 2001 to 31 December 2001 (inclusive) was £3,124,898,
of which £2,499,918 (less the payments already made) became payable to Fujitsu
Services by the Amendment Date and the balance of £624,980 was allocated 50% to
NB Retention Pot 1, 25% to NB Retention Pot 2 and 25% to NB Retention Pot 3.
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PART B: PIN PAD, PIN PAD SERVICE AND PAYPOLE CHARGES
41. PIN PADS
44 PIN Pad Hardware Procurement
1.1.1. Fujitsu Services’ Charges for procuring PIN Pad Units in accordance with
paragraph 5.2.1 of Schedule 24 shall be as follows:
Unit Unit price Total number procured I Total Charge
(to be delivered in (fixed):
batches):
PIN Pad £221.8290 38,000 £8,429,502.00
Y Cable £4.4444 38,000 £168,887.20
Smartcard I £0.3333 38,000 £12,665.40
reader
cover
Cable strap I £0.3333 38,000 £12,665.40
TOTAL £8,623,720.004
The Charges for each batch of PIN Pads, cable straps, Y cables and/or smart
card reader covers (making up each PIN Pad Unit) delivered to Post Office shall
become due for payment upon such delivery.
1.1.2 If Post Office gives notice to increase the number of PIN Pads Units to be
procured by Fujitsu Services pursuant to paragraph 5.2.2 of Schedule 24,
Fujitsu Services' Charges for each additional PIN Pad Unit procured shall be as
set out in the table in paragraph 1.1.1 above. The Charges for each batch of
PIN Pads, cable straps, Y cables and/or smart card reader covers (making up
each such additional PIN Pad Unit) delivered to Post Office shall become due
for payment upon such delivery.
1.1.3. If Post Office gives notice to increase the number of PIN Pads to be held as
OBC stock pursuant to paragraph 5.4.2 of Schedule 24, Fujitsu Services’
Charge for each additional PIN Pad Unit procured shall be the sum of £289.84,
which sum shall become due for payment upon delivery of that PIN Pad Unit to
Fujitsu Services. The Charge for each PIN Pad specified in this paragraph
1.1.3 is subject to the proviso that notice is given to increase the number of PIN
Pad Units held for OBC purposes by no more than 1000 on each occasion that
such notice is given. For the avoidance of doubt, the Charges specified in this
paragraph 1.1.3 shall be in addition to any Charges agreed in respect of PIN
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Pad related services set out in the CCD entitled “Operational Business Change
— Branch, Service Descriptions and Schedule of Service Prices” (CS/PDN/015).
1.2 PIN Pad Paypoles
1.2.1. Fujitsu Services' Charges for procuring Paypoles in accordance with paragraph
5.2.1 of Schedule 24 shall be as follows:
Unit charge: I Total number Charge (fixed):
procured (to be
delivered in
batches):
Paypole £37 37,000 £1,369,000.00
Paypole £0.97 37,000 £35,890.00
boxes (for
delivery of
Paypoles)
Total Charge (fixed): I £1,404,890.00
The Charges for each batch of Paypoles (and boxes) delivered to Post Office
shall become due for payment upon such delivery.
1.2.2 If Post Office gives notice to increase the number of Paypoles to be procured by
Fujitsu Services pursuant to paragraph 5.2.2 of Schedule 24, Fujitsu Services’
Charge for each additional Paypole procured shall be the sum of £37.97
(including box), which sum shall become due for payment upon delivery of that
Paypole to Post Office.
1.2.3 If Post Office orders further Paypoles in accordance with paragraph 5.5.5 of
Schedule 24 (on 100 days’ notice), Fujitsu Services' Charge for each additional
Paypole procured (including box) shall be the sum of £42.81, which sum shall
become due for payment upon delivery of that Paypole to Post Office. The
Charge for each Paypole specified in this paragraph 1.2.3 is subject to the
proviso that each such order for is for no more than 1000 Paypoles.
1.3 PIN Pad Implementation Service Charges (other than maintenance)
Fujitsu Services' Charge for completion of the PIN Pad Implementation Service (other
than the maintenance element of that service) shall be as follows:
1.3.1 The fixed sum of £94,245, payable in five monthly instalments as set out in Part
C of this Annex.
Schedule 10 Annex D: Part B Version 4.0
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1.3.2 In respect of each No Fault Found PIN Pad described in paragraph 5.3.5 of
Schedule 24, (where a charge is payable in accordance with that paragraph)
which is returned to Fujitsu Services in accordance with paragraph 5.3.3.4 of
Schedule 24, the sum of £72.50.
1.3.3 In respect of each PIN Pad installation completed by Fujitsu Services in the
circumstances described in paragraph 5.3.13 of Schedule 24, (where a charge
is payable in accordance with that paragraph), the sum of £68.50.
2. PAYMENT OF PIN PAD CHARGES
241 Unless expressly stated to be due on a particular date, the amount due for payment by
Post Office in respect of each monthly instalment of a Charge set out or referred to in
this Part B shall accrue on a daily basis commencing the first day of that month, the
daily increment being a sum equivalent to the monthly Charge or instalment in question
divided by the number of days in that month.
2.2 All Charges set out or referred to in this Part B which become due for payment in each
month shall be invoiced monthly in arrear in accordance with Schedule 9 and shall be
paid by Post Office in accordance with the provisions of paragraph 10 of Schedule 9.
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PART C - FIXED MONTHLY CHARGES
IMPLEMENTATION OF NETWORK INFRASTRUCTURE (Paragraph 1.3 of Part A)
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar SUB TOTAL TOTAL
2002-3 - - - - - - £175,825 £29,304 - £205,129
2003-4 : : - : : : : - : -
2004-5 : : - : : : : - : - £205,129)
IBS IMPLEMENTATION CHARGES (Paragraph 2.5 of Part A)
Apr May Jun Jul ‘Aug Sep Oct Nov Dec Jan Feb Mar SUBTOTAL TOTAL
2002-3 - - - - - - £417,395 £109,009 - £526,404
2003-4 - - - - - £17,227 - - - £17,227
2004-5 - - - - - - - - - - £543,631]
PINPAD IMPLEMENTATION SERVICE CHARGES (OTHER THAN MAINTENANCE) (Paragraph 1.3.1 of Part B)
Apr May Jun Jul ‘Aug Sep Oct Nov Dec Jan Feb Mar = SUBTOTAL TOTAL
2002-3 - - : : : £36,300 £17,859 £17,859 £72,108
2003-4 £14,530 £7,607 - - - - - £22,137
2004-5 - - - - - - - = £94,245)
Schedule 10 Annex D: Part C Version 4.0 Page 45 of 45
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SCHEDULE 12
TIMETABLE
Version History
Lo
1.0 31/12/02 Agreed version.
2.0 06/08/03 Baseline copy of Version 1.1 following Contract
Anomalies
24 07/07/04 Applying CCN 1130
2.2 19/07/04 Applying CCN 1130
40 26/08/04 Baseline copy of 2.2
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SCHEDULE 12
TIMETABLE
1. PURPOSE
141 This Schedule 12 defines the work and events that may take place pursuant to the
signing of this Agreement, together with the timeframe within which such work and
events must be completed or started where it can be ascertained prior to the signing of
this Agreement.
1.2 The work and events are set out in the following Table. Against each row in the table,
the item is described together with corresponding dates and dependencies which must
be satisfied for the work to be completed or for the event to take place.
1.3 Dates relating to the NB/PIN Pad Services are not shown in this Schedule but in
Schedule 24.
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TABLE OF WORK AND EVENTS
Row I/ltem Date and Time I Dependencies Consequences of failed or delayed
No. dependency
1. Terms of Reference and allocation of I31st December I None Start of Feasibility Study delayed by
Pre-Paid capacity for Feasibility 2002 equivalent period.
Study for E2E Re-Architecting to be
agreed (see rows 1, 13, 14, 15, 22,
26, 28, 29, 31, 32, 33, 36 and 37).
2. Commencement of provisions of the I00.01 hours on None N/A
Agreement (unless otherwise set out I 1st January 2003
below or elsewhere in the
Agreement or CCN 1100).
3. Each party informs the other of the I31stDecember INone Other party not obliged to act on items
persons filling each of the roles 2002 requiring authorisation.
required by this Agreement to the
extent that such roles are changed
by the Agreement (see row 7).
4. Update CCD entitled “ICL Pathway IBy 21stJanuary IN/A Escalation in accordance with Schedule 4.
Invoice Layouts” (PA/PRP/002) 2003
5. Update CCD entitled “Fujitsu By 21st January IN/A Escalation in accordance with Schedule 4.
Services Change Control Note” 2003
(PA/TEM/007)
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
6. Order placed by Fujitsu Services for IBy 31st January IN/A Escalation in accordance with Schedule 4.
a single bulk memory purchase
sufficient to upgrade all Horizon
counter systems.
(see Note 1)
2003
7. All relevant Forums constituted and
first meetings held.
By 31st January
2003
Escalation in accordance with Schedule 4.
8. Agreement of first Resource Plan
(see Schedule 20).
By 31st January
2003
Notification of relevant representatives and
holding of first Resource Review Meeting.
Escalation in accordance with Schedule 4.
9. Agreement of Change Management I 17th January None N/A
Plan/ Communications Plan - a joint I 2003
plan required by both Parties in
order to launch the amended
Agreement and its new working
arrangements.
10. INew Service Level reporting 31st January Agreement on interim methods by Delay in reporting Service Levels and
methods to be introduced on an. 2003 reference to nearest existing measurement Icalculating related Liquidated Damages
interim measurement basis. method. until agreement reached.
11. I Agree the range of standard terms 31st January N/A Escalation in accordance with Schedule 4.
and conditions for Work Orders. 2003
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
12. Post Office to confirm whether it On or before 28th I Parties to have agreed method of dealing I Novation postponed (unless otherwise
wishes Fujitsu Services to carry out
the novation in row 24.
February 2003
with software on termination. (Note:
Continued use of software at termination
may argue for acquisition of Pathway
instead.)
agreed).
13. Post Office and Fujitsu Services to 28th February Early involvement of the business Date for completion extended by equivalent
complete E2E Re-Architecting 2003 sponsors. period.
Feasibility Study and deliver financial
estimates (Note 5).
14. I Post Office and Fujitsu Services to 1st March 2003 Date for starting the Requirements Analysis
review approach to procurement and
Commercial Terms for E2E Re-
Architecting Programme.
Study will be delayed.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
15. Post Office and Fujitsu Services to 1st March 2003 I Post Office and Fujitsu Services to have Date for completion extended by equivalent
begin Requirements Analysis Study
for E2E Re-Architecting Programme
on "start up" basis as a follow
through of the E2E Re-Architecting
Feasibility Study.
agreed terms of reference and resourcing
(including any required Additional
Resources) and Post Office to have issued
Work Order at least 2 weeks before 1st
March 2003 to continue work pending
decision on the formal Requirements
Analysis Study (row 22).
Agreement, prior to commencement of
Requirements Analysis Study, that Joint
Working ISL shall apply to the
Requirements Analysis Study.
period.
Date for starting the Requirements Analysis
Study will be delayed.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
16. Post Office to confirm whether it 31st March 2003 INone If Post Office does not wish Fujitsu
wishes Fujitsu Services to exercise Services to exercise the option, the Parties
the option to extend the existing data will need to agree:
centre leases at Wigan and Bootle
(reference paragraph 5.4 of e a transition plan to new premises by
Schedule 10) 31 December 2005, such premises to
be identified and agreed;
an amendment to the Operational
Charges in Schedule 10 on an Open
Book basis so as to leave Fujitsu
Services no better or worse off; and
* making all necessary consequential
amendments to the Agreement.
17. Production of Asset Register by 31st March 2003 IN/A Escalation in accordance with Schedule 4
Fujitsu Services as required by
paragraph 2.2.1 of Schedule 22
18. IAgreement of CCD covering 31st March 2003 IN/A Escalation in accordance with Schedule 4.
Conceptual Design and Design
Proposal as required by paragraph
8.11 of Schedule 20
Delay to E2E Re-Architecting
Requirements Analysis Study.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
19. IAgreement of Agreed Form Non- 31st March 2003 IN/A Escalation in accordance with Schedule 4
Disclosure Agreements (currently
anticipated to cover third party
developers; the Expert; Next
Suppliers; and Benchmarkers)
20. Completion of joint study of OBC.
process rationalisation and use of
sub-contractors for engineer visits
performing outlet moves and
modifications (leading to CCD
CSIFS003 "OBC Network Interface
Agreement" being amended and
agreed).
31st March 2003
Agreement on terms of reference by 31%
January 2003.
Delay week on week, with consequent
delay to any modifications to the OBC.
Catalogue.
21. _IResource Planning process fully
implemented and a Resource Plan
agreed for the full Planning Period.
34st March 2003
Application of Schedule 4 governance
arrangements including the involvement of
business sponsors and the placing of Work
Orders to commit work.
Poor utilisation of pre-paid SI Team, risk to
the Re-architecting programme timescales
and unnecessarily slow time to market for
new products.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
22. Post Office and Fujitsu Services to 1st April 2003 Post Office to assign Pre-Paid Capacity, Date for completion extended by equivalent
begin formal Requirements Analysis
Study for E2E Re-architecting
Programme.
agree Resource Plan (including any
required Additional Resources) and place
Work Order for the Requirements Analysis
Study at least 2 weeks before 1* April
2003.
Agreement, prior to commencement of
Requirements Analysis Study, that Joint
Working ISL shall apply to the
Requirements Analysis Study.
period.
Date for starting the Requirements Analysis
Study will be delayed by equivalent period.
23.
Commencement of work on Network
Re-Invention (Note 2)
1st April 2003
Placing of OBC orders by Post Office which
comply with the limits set out in rows 2, 3
and 4 of the table in Annex A to Schedule
10.
Delay in commencement.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
24. Novation of Agreement from Fujitsu IOn or before 1st I(1) Fujitsu Services (Pathway Asset Co.) If (1) or (3) not fulfilled, novation delayed
Services (Pathway) Limited to Fujitsu
Services Limited on 1st April 2003.
Both Fujitsu Services (Pathway)
Limited and Fujitsu Services
(Pathway Asset Co.) Limited will
simultaneously novate relevant
subcontracts to Fujitsu Services
Limited.
April 2003
Limited to have repaid borrowings in full
(2) Post Office to have confirmed that it
wishes Fujitsu Services to carry out the
novation.
(3) Fujitsu Services (Pathway Asset Co.) to
have determined that consent of third
parties to novation of relevant subcontracts.
is forthcoming
until conditions satisfied. If (2) not fulfilled,
see row 12.
25. IDebit card Go-Live at datacentres I On or before 30th I Release Authorisation by Post Office further I Escalation to Network Banking Board.
and start of roll out to Branches May 2003 to Post Office's being satisfied that
acceptance criteria have been met.
26. I Post Office to state how the E2E Re- I 1st June 2003 No delay to row 28. Delay to starting work on the Design and
architecting Programme is to be Commercial Terms for E2E Re-architecting.
divided into Work Packages.
27. New Service Level reporting 30th June 2003 I Agreement on new measurement methods I Introduction delayed until agreement
methods to be introduced on new
measurement basis
by 31st January 2003.
reached, with continued use of interim
measures meanwhile.
Schedule 12 Version 4.0
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
28. Post Office and Fujitsu Services to 31st July 2003 Rows 15 and 22 achieved on time. Delay to starting work on the Design and
complete Requirements Analysis.
Study for E2E Re-architecting
(Assumed date of
Work Order plus
Commercial Terms for E2E Re-architecting.
Programme. estimated 4
months)
29. Fujitsu Services to complete Design I 31st August 2003 I Joint Working ISL shall apply to the Delay to completion of Design Proposal.
Proposal(s) containing Solution preparation of the Design Proposal(s),
Specification(s) for E2E Re- thereby enabling an overlap between
architecting Work Package(s) as Requirements Analysis and Design
defined in row 26, against the output Proposal preparation.
from the Requirements Study in row
28. Post Office to assign Pre-Paid Capacity,
agree Resource Plan (including any
required Additional Resources) and place
Work Order for the Design Proposal(s) at
least 2 weeks before 1st June 2003.
No delay to rows 28 and 26.
30. IAgreement of CCD covering Testing I 31st August 2003 I N/A Escalation in accordance with Schedule 4.
as required by paragraph 8.13 of
Schedule 20
Delay to completion of Commercial Terms
for E2E Re-architecting Work Package(s).
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
31. Fujitsu Services to begin Solution 1st September Post Office to have agreed Pre-Paid Date for completion extended by equivalent
Build and Test work for E2E Re- 2003 Capacity, agree Resource Plan and issued Iperiod.
architecting Programme on "start up"
basis as a follow through of the E2E
Re-Architecting Design Proposal
Work Order at least 2 weeks before 1st
September 2003 to start Solution Build and
Test work for E2E Re-architecting
Programme pending decision on Fujitsu
Services Commercial Terms
32. I Fujitsu Services to complete 30th September I No delay to row 28. Delay to completion of Commercial Terms
Commercial Proposal for E2E Re- 2003 for E2E Re-architecting Work Package(s).
Architecting Work Package(s).
33. I Fujitsu Services to begin formal Target 30th Row 28 achieved on time. Delay in completing the E2E Re-
Solution Build and Test work for E2E
Re-architecting Programme.
October 2003
Post Office to assign Pre-Paid Capacity,
agree Resource Plan and place Work
Order no later than two weeks beforehand.
architecting Programme.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
34. IADSL implemented in Post Office 1st April 2004 (A) Post Office to provide Release Where ADSL implementation is delayed for
Branches.
Authorisation authorising :
1) Field Trial started by 31st October 2003.
2) General Release started by 1st April
2004 having agreed the SLA measurement
mechanism required by Schedule 15.
(B) Compliance with the conditions set out
in paragraph 5.7 of Schedule 10 and the
related Limits set out in rows 3 and 4 of
Annex A of Schedule 10 with respect to
release of spare Gateway configurations to
enable swap outs.
the reasons described in paragraph 5.7.2 of
Schedule 10, the provisions of paragraph
5.7 of Schedule 10 shall apply except if the
result from the Field Trial is unsatisfactory.
35.
Reductions in Operational Charges
referred to in Schedule 10 paragraph
5.11 come into effect.
1st April 2004
Satisfactory completion of those parts of
E2E Re-architecting Programme as are
referred to in Row 2 of the table in Annex B
below.
The Operational Charge will be increased
until such time as the condition is fulfilled
according to the provisions of paragraph
5.11 of Schedule 10.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
36. Fujitsu Services to complete Pilot 31st March 2005 I Implementation work to start on completion ISee row 33.
Implementation work for E2E Re-
architecting Programme.
(Assumed date of
Work Order plus
estimated 18
months).
of Solution Build and Test work (row 33).
Pilot Implementation completed within 3
months of start date.
Commencement of Solution Build and Test
work on date in column 3 of row 33.
37.
Not Used
38.
Last date for Post Office to provide
Release Authorisation for Windows
2000 upgrade of counters (See Note
3)
30th September
2005
(A) Fujitsu Services shall have provided an
impact assessment and Release Plan to
Post Office at least six months prior to the
required Release Authorisation date.
(B) Windows 2000 upgrade plan shall have
been agreed at least three months prior to
the required Release Authorisation date.
Microsoft may withdraw support for
Windows 2000 before Fujitsu Services is
able to secure licenses for same, so that
such upgrade may no longer be possible,
the associated support risks may be
increased and facilities available on counter
be constrained.
Where reason for failure is Fujitsu Services’
failure to meet condition (A), escalation in
accordance with Schedule 4.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
39. IAgreement to be reached as to By 31st March Agreement: In the event of failure to reach agreement
whether to allow Energis subcontract
to expire (on 31st March 2007)
2006
(1) that Post Office will procure a
replacement service provider according to
the variations in price and/or recovery of
implementation costs as set out in
Schedule 10 (Fujitsu Services having
provided such impact assessments to Post
Office no less than six months previously);
and
(2) on the technical and service implications
of changing supplier and on an outline plan
to effect such change including appropriate
risk management actions and SLA reliefs.
by 31st March 2006:
(1) Fujitsu Services will be entitled either to
extend the Energis subcontract or make
alternative arrangements without further
reference to Post Office; and
(2) if unable to do so on terms no less
favourable than those referred to in
Schedule 10, to increase the Operational
Charges by the difference, demonstrating
such increase on an Open Book basis.
40. IPlanned date for completion of 31st Dec 2006
implementation of Windows 2000 in
all Branches.
41. ISupport for Windows 2000 from From 1st Jan Microsoft not changing its current intent. The parties recognise that Microsoft
Microsoft ceases
2007
support for Windows 2000 operating
system will cease from the date shown.
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Row I Item Date and Time __I Dependencies Consequences of failed or delayed
No. dependency
42. Fujitsu Services to deal with and From no later Service of termination notice if termination IAs set out in Schedule 22.
provide Post Office with relevant
information in relation to
termination matters
than 1st October
2008 or earlier if
Post Office
serves
termination notice
date is to be before the date of the Expiry of
the Agreement.
43.
Last date for Post Office to notify
Fujitsu Services that it wishes to
extend the Agreement
31st March 2009
N/A
If notice not received by 31st March 2009
unutilised Pre-Paid Capacity for the
Financial Year commencing 1st January
2009 and the Pre-Paid Capacity for the
shortened Financial Year commencing 1st
January 2010 will be devoted to work
required in connection with the termination
of the Agreement and transfer on
termination and will not be available for
Work Orders.
44,
Expiry of Agreement and related
matters.
31st March 2010
N/A
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Note 1: Fujitsu Services shall purchase sufficient memory chips (to be charged to Post Office at the lesser of Fujitsu Services Cost or the cap in paragraph
7.1.1 of S10) to upgrade all Counter configurations (including Gateway configurations) by the addition of 128 megabytes of main memory to each
configuration. This memory will then be installed by Fujitsu Services to its stock of spare system units and to any other unit that is returned to Fujitsu Services
for repair or recycling (including return as a result of the Network Re-Invention Programme). Fujitsu Services will upgrade the memory in Gateway
configurations as and when ADSL communications capability is installed. Those configurations not passing through Fujitsu Services’ hands will not be
upgraded unless required by Post Office.
Note 2: Network Re-invention is a programme of Branch changes and closures to improve the efficiency of the Post Office Branch network. This programme
will result in a reduction in the number of operational Post Office Branches and shall release Horizon counter systems which will be returned to Fujitsu
Services. The programme is to be managed by Post Office. Post Office shall task Fujitsu Services to carry out moves and changes through OBC orders (the
process for which may be modified according to the review referred to in row 20) to comply with the limits in Schedule 10 Annex A, rows 2, 3 and 4.
Note 3: Unless a viable alternative is agreed, it is planned to update the counter operating system to Windows 2000 to facilitate potential adoption of future
application packages, which are unlikely to be made available on Windows NT4. Implementation in all outlets intended by 31st Dec 2006.
Note 4:Not Used
Note 5:
1. It is envisaged that the E2E Re—Architecting Programme (the “Programme”) will be carried out in five Development Process Stages: Feasibility Study
(rows 1 and 13), Requirements Analysis (rows 15, 22 and 28), Solution Specification/Commercial Terms (rows 29 and 32), Solution Build & Test (row
31 and 33), and Implementation (row 36). It has been agreed between the Parties that these stages will be commissioned and carried out in the
following manner and that Fujitsu Services will produce the following deliverables (among others):
in the course of the Feasibility Study:
(1) an estimate of the savings in the Charges which will result if the Programme is satisfactorily completed (as envisaged in the Feasibility Study)
and, if this figure differs from the figure referred to in paragraph 5.11 of Schedule 10, a reconciliation and explanation of the difference; and
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(2) an estimate of the likely charges which would be incurred by Post Office in respect of all future Development Process Stages of the
Programme were the Programme to be carried out in the manner envisaged in the Feasibility Study.
in the course of the Requirements Analysis:
(1) an estimate of the savings in the Charges which will result if the Programme is satisfactorily completed (as envisaged in the Feasibility Study)
revised to reflect the information resulting from the Requirements Analysis and, if this figure differs from the estimate produced as part of the
Feasibility Study, a reconciliation and explanation of the difference; and
(2) the indicative costs which would be incurred by Post Office in respect of all future Development Process Stages of the Programme were the
Programme to be carried out in the manner envisaged in the Feasibility Study (as revised by the Requirements Analysis),setting out all
significant assumptions used in arriving at that indicative cost on an ‘open book' basis.
in the course of the Solution Specification/Commercial Proposal Stage:
(1) a firm estimate of the savings in the Charges which will result if the Programme is satisfactorily completed (as envisaged in the Solution
Specification) and, if this figure differs from the estimate produced as part of the Feasibility Study, a reconciliation and explanation of the
difference; and
(2) the Commercial Terms on which Fujitsu Services would be prepared to carry out the Solution Build & Test Stage and the Implementation Stage
were the Programme to be carried out in the manner envisaged in the Solution Specification Stage.
2. Where any of the above deliverables contains an estimate of the savings in the Charges which varies from the figure which at the time in question
appears in paragraph 5.11 of Schedule 10 by more than 10%, the Parties shall agree:
e that the Operating Charges shall be amended by the difference if the reason is a change in scope of requirements as compared with that itemised
in Annexe B of this Schedule 12; or
e that Post Office requirements will be simplified or changed to enable the intended savings to be achieved; or
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e that Fujitsu Services will seek other means to make savings.
If such agreement is not reached, the matter shall be subject to escalation in accordance with Schedule 4 leading, if still not resolved, to the Dispute
Resolution Procedure.
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Annex A Not Used
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Annex B
IMPROVEMENT OF REFERENCE DATA PROCESSES
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Description of Item
Dependency on Post Office
Date by which agreement to be reached
Improvement of reference
data processes: to reduce
work and improve time to
market and customer
service.
Reduce errors and rework by streamlining the E2E Reference Data
processes and simplifying/rationalising the business rules around different
Reference Data types and their sources/validation;
2. Introduce a Generic model of product data to minimise the number of
product types, eliminate “special” product features and increase use of "soi
reference data methods in lieu of "hard" application coding;
3. Apply reference data consistently across all elements of end-to-end solution
The assumed saving is £0.2m per annum (ref. the table in paragraph 5.11 of
Schedule 10).
Agreement on end to end design as part of
Solution Specification work detailed in row 29
by 30th September 2003;
E2E development work commissioned as
detailed in row 31 by 1%t September 2003;
E2E testing completed by 31 March 2004.
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SCHEDULE 13
Licences
Version History
1.0 31/12/02 Agreed version.
3.0 05/11/03 Baseline copy of 1.3
3.1 27/07/04 Applying CCN 1131b
3.2 19/08/04 Correcting Anomalies to CCN
1131b
4.0 26/08/04 Baseline copy of 3.2
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1. THIRD PARTY SOFTWARE
SCHEDULE 13
LICENCES
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441 Table 1 below lists Third Party Software provided for operational use by End Users in
accordance with the applicable provisions of Clause 13.4.
Table 1: Third Party Software
Office Platform Service
“Windows NT
Workstation”
“Riposte”
Operating system
Riposte desktop,
messaging and journal
systems
Third Party Software
(Microsoft)
Third Party Software (An
Post/Escher)
OBCS Counter
Application
(also known as Electronic
Stop Notice System -
Enhanced (“ESNS+’))
Counter Application to
support the checking and
subsequent management
of order books.
Third Party Software (An
Post/Escher)
Auditor access to TMS
To provide auditor access
to TMS Journal records
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 13.
Asset Manager
Acomponent of Riposte
providing mechanisms for
managing financial
information and accessing
transaction data
Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule 13.
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Framework
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 13.
Hypercom PIN Pad
Software
Mails
The software used to
support the operation of
PIN Pads as part of the
NBS.
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.
Third Party Software
(Hypercom)
Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule 13.
1.2 Table 2 below lists the software which Post Office sub-licences or grants rights to use to
Fujitsu Services in accordance with Clause 14 of this Agreement.
Table 2: Software provided by Post Office
Siemens Metering
Ltd
Name: “SML.
Software”
Version numbers
for the SML
Software will
Smart card SL
security capable of
being executed on
a personal
computer
operating Windows.
95 or Windows NT.
Automated
There is no right to
modify the
Software.
The specific sub-
licensing terms and
conditions including
any further
restrictions are
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initially be agreed
between the
parties and may be
amended from
time to time in
accordance with
the CCD entitled
“Software Sub-
licence for Smart
Card Security
Software” (ICL
Pathway reference
Payments Service
for Quantum and
SPM smart cards.
specified in the
CCD entitled
“Software Sub-
licence for Smart
Card Security
Software” (ICL
Pathway reference
AP/DOC/004)
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Name Tracer”
performs name
validation and
keyword searching
— for integration
into Applications
such as Mails and
APS.
QAS Limited
Name:
“QuickAddress
Validator”
QAS Limited
Name:
“QuickAddress Pro
with Welsh PAF”
Provides validation
of proof of address
documents,
address validation
and fraud
prevention — for
integration into
Applications such
as Mails and APS.
As “QuickAddress
Name Tracer”
above but using
Welsh postal
address data
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
restrictions are
specified in the
CCD entitled "QAS
Software Right to
use and Data Sub-
Licence”
(SU/CON/036)
1.3 Table 2A below lists the Third Party Data that Post Office sub-licences to Fujitsu
Services in accordance with Clause 14 to this Agreement.
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Table 2A.
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CACI Limited
Name: “Electoral Roll
Database”
Purpose; Subject to agreement
under the Change Control
Procedure, data used to identify
names associated with address
The specific terms and
conditions including any rights
and restrictions are specified in
the CCD entitled “QAS Software
details
Application: PAF Calling
Application
Name:
Royal Mail
Purpose: Data used to validate
postcodes and identify/confirm
“PAF” address details.
Application: PAF Calling
Application
Right to Use and Data Sub-
Licence” (SU/CON/036)
2. ESCHER UPGRADE SOFTWARE
21
2.44
General
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
Services.
For the purposes of paragraph 2 of this Schedule 13:
2.1.2.1 “Escher” means Escher Group Ltd, having its principal office at 101
Main Street, Cambridge, Mass. 02142;
2.1.2.2 “Escher Upgrade Software” means WebRiposte, Asset Manager,
Framework and Mails and references to the “software” in this paragraph
2 of Schedule 13 shall, unless the context clearly indicates otherwise,
be a reference to the Escher Upgrade Software;
“Escher Software User” means:
2.1.3.1 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
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2.1.4
2.1.3.2 any employee of Post Office or employee of Royal Mail Group plc or its
subsidiaries on behalf of Post Office involved in the development,
operation, receipt and/or management of the Services; and
“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, the applicable licensing provisions of the agreement
between Fujitsu Services and Escher dated 20 December 2002.
2.2 Terms of Use
2.2.1
2.2.2
2.2.3
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 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 right to grant the rights stated to be
granted by it under paragraph 2 of this Schedule 13 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 13 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 13, Post Office may
at its absolute discretion notify Escher directly of such actual or
threatened breach in addition to notifying Fujitsu Services.
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2.2.3.3
2.2.3.4
2.2.3.5
2.2.3.6
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.
On termination of this Agreement, 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 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.
Post Office’s rights granted by Fujitsu Services by paragraph 2.2.1 of
this Schedule 13 shall terminate upon the grant of a direct licence in
accordance with paragraph 2.2.3.4 of this Schedule 13.
Save to the extent required under English law, the rights granted by
paragraph 2.2.1 of this Schedule 13 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.
23 Intellectual property rights
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 OPS Style
Guide”, reference SD/STD/001.
24 Confidentiality
2.41
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 paragraph 2 of this Schedule 13.
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2.4.2
2.4.3
2.4.5
2.4.6
2.4.7
Escher Confidential Information shall not comprise Confidential Information for
the purposes of this Agreement and, accordingly, the provisions of Clause 50
shall not apply to Escher Confidential Information.
Post Office shall:
2.4.3.1 take all reasonable precautions to protect the confidentiality of Escher
Confidential Information;
2.4.3.2 not duplicate or reproduce Escher Confidential Information except as
necessary for the purposes of this Agreement; and
2.4.3.3 upon termination of the Existing Licences, immediately return all
documents and other materials which contain or relate to Escher
Confidential Information.
The non-disclosure and confidentiality provisions contained in paragraph 2 of
this Schedule 13 will survive the termination of any or all 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 paragraph 2 of this
Schedule 13.
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
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:
2.4.7.1 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;
2.4.7.2 to its professional advisers for the purposes of audit or receiving
professional advice;
2.4.7.3 to employees and staff of Royal Mail Group plc to the extent that such
disclosure is necessary for such employees or staff to perform functions
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relating to the development, operation, receipt or management of the
Services;
2.4.7.4 where such information was already in the public domain at the time it
was disclosed or otherwise received by the other party;
2.4.7.5 where such information becomes part of the public domain after
disclosure by means other than breach of the confidentiality obligations
contained in paragraph 2 of this Schedule 13; or
2.4.7.6 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.
2.4.8 Where Escher Confidential Information is disclosed under paragraphs 2.4.7.2 or
2.4.7.3 of this Schedule 13, 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.
2.4.9 The Existing Licences and their contents are deemed Escher Confidential
Information and, subject to paragraph 2.4.7 of this Schedule 13, 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 this
Schedule 13 provided that such operator has, in advance of such disclosure,
entered into substantially equivalent confidentiality provisions with Post Office
as are set out in paragraph 2 of this Schedule 13.
2.4.10 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.
25 Breach
2.5.1 If either party believes the other to be in breach of any obligation imposed by
paragraph 2 of this Schedule 13, the non-breaching party shall provide written
notice of such breach to the other.
2.5.2 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.
26 Termination
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2.6.1
If a breach by Post Office of any obligation imposed by paragraph 2 of this
Schedule 13 has not within the twenty (20) day period provided under
paragraph 2.5.2 of this Schedule 13 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 this Schedule 13 and Fujitsu Services shall
be relieved of its obligations under paragraph 2.2.3.4 of this Schedule 13.
Upon termination under paragraph 2.6.1 of this Schedule 13 of the rights
granted to Post Office by paragraph 2.2.1 of this Schedule 13, Post Office shall
cease to use the Escher Upgrade Software and shall, as directed by Fujitsu
Services, either return or destroy all copies of such software.
3. LISTED DOCUMENTATION
3.1 Purpose
3.1.4
This paragraph 3 lists the Listed Documentation which Fujitsu Services shall
license to Post Office under the provisions of Clause 13.1
Any copying in part or modification of the Listed Documentation which Post
Office is allowed to carry out under Clause 13.1 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: Documentation
SD/DES/005 Horizon OPS Reports and Receipts — ICL Pathway Horizon Office
Platform Service
SD/STD/001 Horizon OPS Style Guide
RS/FSP/001 ‘Security Functional Specification
CR/FSP/004 Service Architecture Design Document
TMS Technical Documentation, including (without limitation):
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(a) Generalised API for OPS/TMS (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);
(b) TMS Architecture Specification TD/ARC/029.
BP/TRN/OO1 Training and User Awareness Baseline Document
BP/DES/003 ‘Counter Hardware Design Specification
BP/PRO/003 Post Office Site Failure Contingency Procedures
Release Contents Description for each Release
PA/STR/003 Pathway Release Policy
‘Automated Payments Client Specifications
CS/SIP/002 Business Continuity Framework
RS/POL/002 Pathway Security Policy
SU/DES/003 OBCS Access Service High Level Design
CS/PRP/001 Counter Transaction Performance — Measurement and
Benchmarking
CS/PRO/111 TPS Reconciliation and Incident Management
PA/PER/033 Horizon Capacity Management and Business Volumes
CS/PRO/128 ‘APS Reconciliation and Incident Management
CS/SPE/011 Network Banking End to End Reconciliation Reporting
NB/PRO/OO2 Network Banking Reconciliation and Incident Management
CS/PER/044 NBS Counter Transaction Times for Release BI3
ITD/ARC/030 OPS Architecture Specification
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[TIIFS/008 Pathway to Post Office Technical Interface Specification
B/SDS/008 Network Banking MIS Reports Design
(CS/IFS/003 ICL Pathway/POL Interface Agreement for Operational Business
Change-Outlet
ICR/FSP/006 Audit Trail Functional Specification
V/STR/OO1 Testing & Integration Strategy
ICS/PRD/058 ICL Pathway/PON Interface Agreement for Operational Business
Change-Product
IB/ACS/002 NBS Testing Specifications
IB/ACS/001 NBS Testing Plan
B/IFS/009 Technical Interface Specification - Horizon to NBE
B/IFS/008 NBE - Horizon Application Interface Specification
IAll Process and Procedures Descriptions (PPDs)
NB/PDN/010 PIN Pad Product Specification
NB/SPE/003 Network Banking Counter Dialogue — Activity and Screen Flows
CS/PRD/112 Closure of NBE Link Procedure
IM/MAN/022 PIN Pad Technical Installation Training Guide
4. Deposited Software
{This paragraph will include a list of all Deposited Software. Initially, this paragraph is
intentionally left blank because there is none at present.]
5. Specially Written Software
Specially Written Software shall include, without limitation, all software identified as such
in the CCD entitled ‘Transfer Asset Register’ (BP/SPE/041). The Commercial Forum
may decide to add original software to the list of Specially Written Software in the
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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.
6. Specially Written Documentation
Specially Written Documentation shall include, without limitation, all Documentation
identified as such in the CCD entitled ‘Transfer Asset Register’ (BP/SPE/041). The
Commercial Forum 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.
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SCHEDULE 15
SERVICE LEVELS AND REMEDIES
Version History
1.0 «I. 3412102~—S=«S Agreed version. 7
2.0 06/08/03 Baseline copy of Version 1.1 following Contract
Anomalies
21 21/06/04 Contract Anomaly Amended, Applying CCN 1111
22 30/06/04 Applying CCN 1111
23 27/07/04 Applying CCN 1131b
24 19/08/04 Correcting Anomalies to CCN 1131b
25 23/08/04 Correcting Anomalies .
40 26/08/04 Baseline copy of 2.5
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SCHEDULE 15
SERVICE LEVELS AND REMEDIES
41. INTRODUCTION
441 This Schedule defines up to three thresholds in respect of each Service Level as
21
2.2
2.3
24
2.5
follows:
1.1.1. The level of Service (“Service Level Target” or “SLT”) required from Fujitsu
Services by Post Office. Not all SLT failures give rise to payment of liquidated
damages.
1.1.2 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.
1.1.3. The level of Service below the SLT and (if applicable) the LDT which if not
achieved by Fujitsu Services shall give rise to payment by Fujitsu Services of
Post Office's Additional Costs or liquidated damages as described (where
relevant) in this Schedule (the “Additional Remedy Level’ or “ARL’).
GENERAL PRINCIPLES
The purpose of remedies (liquidated damages or any other additional remedy specified
in this Schedule 15) is that Post Office shall not be disadvantaged by failures of Fujitsu
Services to provide the Services to the agreed specification and reliability.
All liquidated damage calculations in accordance with the provisions of this Schedule 15
(other than those in paragraphs 5.4, 6.8 and 6.9 of Annex 3) shall be subject to RPI
indexation in accordance with the provisions set out in paragraph 10.5 of Schedule 10.
For the avoidance of doubt, liquidated damages shall be based upon the applicable
fixed amounts or rates stated in this Schedule 15 as adjusted by RPI indexation up to
the relevant Financial Year in which the LDT or ARL failure occurred.
The performance of the Services 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. 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 Office by means of
the Service Review Book produced on a monthly basis detailing all Service Levels and
the actual levels of service achieved.
Not used.
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2.6
27
3.1
44
The values applicable to each SLT are not given in this Schedule 15, but are instead set
out in the CCD entitled “Service Level Targets for Horizon Services” (CS/SLA/002). The
SLT values in the version of that CCD (as agreed from time to time under the Soft
Change Control Procedure) which is in force at the relevant time shall be deemed
incorporated by reference in this Schedule, each having a unique identifier in the form
“<XXYY>’.
In the event that that an SLT value is stated in this Schedule and in the CCD entitled
“Service Level Targets for Horizon Services” (CS/SLA/002), the value in the version of
that CCD (as agreed from time to time under the Soft Change Control Procedure) which
is in force at the relevant time shall have precedence.
SERVICE LEVELS
The Annexes to this Schedule define the Service Level Targets, Liquidated Damage
Thresholds and Additional Remedy Levels for the following groups of Services:
3.1.1. Support Desk Services (Annex 1);
3.1.2 Data Delivery Services (Annex 2);
3.1.3. Banking Services (Annex 3); and
3.1.4 Miscellaneous Services (Annex 4).
SERVICE LEVEL RELIEF —- VOLUMETRIC LIMITS IN ANNEX 5
Annex 5 to this Schedule sets out the limits (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 shall be made on the following basis:
4.1.1 _ If the Relevant Period for a Volumetric Limit is a calendar month and that limit is
exceeded, Fujitsu Services shall identify for joint consideration with Post Office
the days in that month on which the average daily volume (based upon
measurements of actual volumes over the previous three months, or otherwise
as agreed by the Parties (acting reasonably)) has been exceeded and shall
specify for joint consideration the reasons for that excess if caused or
contributed to by Fujitsu Services.
4.1.2 — If the Relevant Period for a Volumetric Limit is a day and that limit is exceeded,
Fujitsu Services shall specify for joint consideration the reason for that excess if
caused or contributed to by Fujitsu Services.
4.1.3 For each day on which the average daily volume referred to in paragraph 4.1.1
or the Volumetric Limit referred to in paragraph 4.1.2 is exceeded:
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4.2
4.3
5.1
5.2
4.1.3.1 as a result of Default by Fujitsu Services, no adjustment shall be made
to the performance measurements for the Affected Service Levels in
respect of that day; or
4.1.3.2 for any reason other than a Default by Fujitsu Services, the
performance measurements for the Affected Service Levels in respect
of that day 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)).
Following each Service Level Measurement Period the Parties will assess whether, on
average, over the relevant Service Level Measurement Period any of the Volumetric
Limits has been exceeded by 10% or more. In making that assessment the Parties
shall consider the cause of any daily peaks in excess of daily averages during that
period, and disregard the measurements in respect of those days where the peaks have
arisen as a result of Fujitsu Service's Default. If having made such assessment, the
Parties agree that a Volumetric Limit has been exceeded by 10% (and in the case of
monthly Volumetric Limits, those limits have been exceeded in any three consecutive
months), the Parties shall meet to discuss and agree (acting reasonably) appropriate
changes to the Volumetric Limits and any change to the applicable Service Levels.
Any dispute arising in connection with the application of this paragraph 4 shall be
resolved in accordance with the Dispute Resolution Procedure.
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
EPOSS, APS, OBCS, LFS, Message Broadcast Service, Reference Data Management
Service, NBS, DCMoP and on-line Transactions.
On each day that any of the Contracted Volumes referred to in the table below (and
detailed in the Business Volumes CCD) is exceeded, the measures of Fujitsu Service's
performance for the Service Levels (SLTs and (if applicable) the LDTs and ARLs) listed
in the table below 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)):
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Volumes CCD)
Contracted Volume (to be
identified by reference to the
volumes or volume sets
specified in the Business
Service Levels affected
Cross reference to Annex
and paragraph of this
Schedule 15
Any 5-Minute volume
NB Request and NB
Authorisation
transmission times
NBS reliability measures
Annex 3, Part A, paragraph
21
Annex 3, Part A paragraph
2.3
EPOSS _ settlements,
line transactions
Any peak day volume,
respect of EPOSS products,
OBCS, NBS, Debit Card or on-
APS File Delivery
Data File delivery to TIP
OBCS File Delivery
MIS Bank Analysis Report
Debit Card payment file
delivery
Annex 2, paragraphs 2.1.3
Annex 2, paragraphs 2.2.3
Annex 2, paragraphs 2.3.2
Annex 3, Part A paragraph 4
Annex 3, Part B, paragraph
5.1 and 5.2
LFS planned orders
Delivery of SAPADS
planned orders to
Branches
Annex 2, paragraph 2.4.4.1
LFS advice notices
Delivery of SAPADS
advice notes to Branches
Annex 2, paragraph 3.3.2
LFS Pouch collection
Details of SAPADS pouch
collected from Branch
Annex 2, paragraph 3.3.1
LFS Pouch delivery
Confirmation of pouch
received at Branch
Annex 2, paragraph 3.3.1
paragraphs 2.4.3
LFS cash declaration
Daily cash on hand details
Annex 2, paragraph 3.3.1
LFS stock declaration
Weekly stamp/stock
inventory item details
Annex 2, paragraph 3.3.1
Message Broadcast
Message Broadcast data
Annex 2, paragraph 3.4.3
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Contracted Volume (to be I Service Levels affected I Cross reference to Annex
identified by reference to the and paragraph of this
volumes or volume sets Schedule 15
specified in the Business
Volumes CCD)
delivery
5.3 If the Contracted Volumes referred to in the table below 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 table below, such adjustment to be agreed with Post Office under the
Hard Change Control Procedure.
Contracted Volume (to be I Service Levels or Cross reference to Annex
identified by reference to the I obligations affected and paragraph of this
volumes or volume sets Schedule 15 or relevant
specified in the Business ccD
Volumes CCD)
APS Client volumes APS File Delivery Annex 2, paragraphs 2.1.3
Token definitions for: The corresponding The contractual target times
1. APS; counter transaction times I referred to in the CCD
2. OBCS; and for APS (magnetic card entitled “Transaction
3. IIN range for NBS and and smart cards/tokens), I Benchmark Service: Service
Debit Card combined, OBCS and NBS Description” (CS/SER/010)
each as a separate limit
Routing gateways (i.e entities I Daily and weekly NBS Paragraph 3.4 of the CCD
for which a set of reconciliation I and Debit Card reports entitled “Network Banking
reports are produced by Reconciliation and Incident
Fujitsu Services) Management” (NB/PRO/002)
NBS Data Reconciliation I Annex 3, paragraph 2.4
Service measures
Reference Data Reference Data Delivery Annex 2, paragraph 3.2.3
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5.4
5.5
6.1
6.2
6.3
7A
If any of the Design Limits specified in the Business Volumes CCD are exceeded then
the measures of Fujitsu Service's 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
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.
Any dispute arising in connection with the application of this paragraph 5 shall be
resolved in accordance with the Dispute Resolution Procedure.
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 are introduced, by agreement,
with less testing than would otherwise be required to safeguard Fujitsu Services’
position.
For the periods in which the NBS and/or any of the Applications (other than NBS) or
Infrastructure Services are suspended in accordance with paragraph 3.4.15 of the CCD
entitled “Service Management Service: Service Description” (CS/SER/0014),
measurements of Fujitsu Services performance in respect of all Service Levels
detrimentally affected by such suspension (in respect of those Applications and
Services) shall be disregarded and Fujitsu Services shall be released from those of its
obligations in respect of those Applications and Services 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 Third Line Software Support Services or Fourth Line Support in order to be
resolved, then the measures of Fujitsu Service's 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 this Schedule 15 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 Service
shall remain liable for financial remedies payable in accordance with this Schedule in
respect of that failure.
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7.2
7.3
74
In the event that the Rectification Plan involves a change to the provision of the
Services, such change shall be agreed under the appropriate 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 this
Schedule 15 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
Plan fails to resolve the cause of the ARL failure to which it relates, such that that ARL
failure occurs again and is persistent, the following provisions shall apply:
7.4.1 Post Office shall have the right to conduct, and require Fujitsu Services to co-
operate and assist with, a tender process for the sub-contracting by Fujitsu
Services of the Operational Service in relation to which the ARL failure has
occurred to an alternative service provider (the “Service Provider”). If the
Parties agree that it would be more appropriate for Fujitsu Services to conduct,
and Post Office to co-operate and assist with, the tender process, then the
Parties shall procure the same.
7.4.2 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 Service 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.
7.4.3 _ If the outcome of any such tender process is that if Fujitsu Service were to sub-
contract the Operational Service in question to a Service Provider identified in
the tender process, the performance in respect of the failed ARL for that
Operational Service would be improved then Post Office shall have the right to
require Fujitsu Services to sub-contract such Operational Service to such
Service Provider at no higher cost to Post Office than was previously the case.
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ANNEX 1 TO SCHEDULE 15 - SUPPORT DESK SERVICE LEVELS
24
INTRODUCTION
The SLTs for the following Operational Services are specified in this Annex 1 to
Schedule 15:
1.1.1. Engineer Service;
1.1.2. Horizon System Helpdesk Service; and
1.1.3. Technical Service Desk Service.
In respect of each of the above Operational Services:
1.2.1. the SLTs with associated LDTs, and (if any) the ARLs, are described in
paragraph 2 of this Annex 1; and
1.2.2 the SLTs with no associated LDTs, and in relation to which no liquidated
damages or other express contractual remedy is payable are set out in
paragraph 3 of this Annex.
For the purposes of the SLTs and LDTs set out in paragraph 2 of this Annex 1:
1.3.1. calls made to the Help Desk to report the non-availability of the NBS at a
Branch which on analysis are determined to be as a result of failure in the Local
Loop shall count as Priority B Help Desk calls. For the purposes of calculating
liquidated damages in paragraph 2.1.4 such calls shall be deemed to have
caused Downtime at all Counter Positions in the affected Branches; and
1.3.2 all timing measurements for Service Level purposes in respect of calls left on
the HSH Voicemail Service shall commence at 08:00 hours on the HSH Day
following that call.
Fujitsu Services shall be entitled to suspend a Help Desk call for reasons which shall
include the time that the call is with British Telecom for action, provided there is
evidence of management controls and checks on British Telecom by Fujitsu Services
during this suspension.
SERVICE LEVEL TARGETS FOR WHICH LIQUIDATED DAMAGES APPLY
Engineer Services - Time to Repair
2.1.1 Incidents which prevent an individual Branch from using the normal (non-
fallback) Services shall be resolved in accordance with the SLTs, and liquidated
damages shall be payable in respect of any LDTs set out below.
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2.1.2
The location of each Branch is classified as Local, Intermediate or Remote. All
Branch changes will be subject to Operational Business Change. A new Branch
location will assume the same SLT and LDT as the one it replaces unless it
moves postal zone (eg: BT7 1** from BT7 2**) in which case the SLT and LDT
to be applied will be agreed with the Post Office Supplier & Service
Performance Manager.
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2.1.3. The Service Level Targets and Liquidated Damage Thresholds for the Engineer
Service and resolution of calls to the Help Desk (categorised as Priority A or
Priority B as appropriate) are specified in the table below:
Branch Priority A Calls Priority B Calls
location SLT (hours of I LDT (hours of I ARL I SLT (hours of I LDT (hours of I ARL
Downtime) Downtime) Downtime) Downtime)
Local <E1.1> 100% resolved I N/A I <E2.1> 100% resolved I N/A
resolved inI in less than 6 resolved in I in less than 10
less than 4 I hours less than 8 I hours
hours hours
Intermediate I <E1.2> 100% resolved I N/A I <E2.2> 100% resolved I N/A
resolved inI in less than 9 resolved in I in less than 15
less than 6 I hours less than 10) hours
hours hours.
Remote <E1.3> 100% resolved I N/A I <E2.3> 100% resolved I N/A
resolved in I in less than 12 resolved in I in less than 24
less than 8 I hours less than 12) hours
hours hours.
2.1.4 Liquidated damages payable by Fujitsu Services in respect of failures to
achieve the LDT set out above shall be the total of the Downtime costs
calculated in accordance with paragraphs 2.1.4.1 and 2.1.4.2 below.
2.1.4.1 Priority A
Where all Counter Positions in a Local Branch experience Downtime > 6
hours (Local):
Downtime cost =
((Seconds of Branch Downtime - (6 * 3600)) * number of automated
Counter Positions in Branch * 0.81 pence);
Where all Counter Positions in an Intermediate Branch experience
Downtime > 9 hours (Intermediate):
Downtime cost =
((Seconds of Branch Downtime - (9 * 3600)) * number of automated
Counter Positions in Branch * 0.81 pence);
Where all Counter Positions in a Remote Branch experience Downtime >
12 hours (Remote):
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2.1.4.2
Downtime cost =
((Seconds of Branch Downtime - (12 * 3600)) * number of automated
Counter Positions in Branch * 0.81 pence);
Priority B
Where at least one Counter Position in a Local Branch, but not all,
experiences Downtime > 10 hours (Local)
Downtime cost =
((Seconds of Branch Downtime - (10 * 3600)) * number of automated
Counter Positions affected in Branch * 0.81 pence),
Where at least one Counter Position in an Intermediate Branch, but not all,
experiences Downtime > 15 hours (Intermediate):
Downtime cost =
((Seconds of Branch Downtime - (15 * 3600)) * number of automated
Counter Positions affected in Branch * 0.81 pence),
Where at least one Counter Position in a Remote Branch, but not all,
experiences Downtime > 24 hours (Remote):
Downtime cost =
((Seconds of Branch Downtime - (24 * 3600)) * number of automated
Counter Positions affected in Branch * 0.81 pence).
3. SERVICE LEVEL TARGETS FOR WHICH NO LIQUIDATED DAMAGES APPLY
3.1 Engineer Service - Time to Repair
3.1.1
Incidents which prevent an individual Branch from using the normal (non-
fallback) Services shall be resolved in accordance with the following Service
Level Targets:
3.1.1.1
During each Service Level Measurement Period the average actual
Downtime for all Incidents, Priority A and B (for all locations i.e., Local,
Intermediate and Remote) reported to the Help Desk during that
Service Level Measurement Period shall be less than or equal to
<E3.1> of the average of the SLT Downtime applicable to those
Incidents (as set out in the table in paragraph 2.1.3 of this Annex 1 to
Schedule 15).
3.1.4.2 The target of <E3.1> referred to in paragraph 3.1.1.1 shall be
monitored and reviewed and where the profile of the numbers and
categories of Incidents and/or location of Branches changes or is likely
to change (for example, as a result of the introduction of any new
Services) from the profile as at September 2000, that target shall be
revised as appropriate under the Soft Change Control Procedure.
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3.1.1.3 More than <E4.1> of maintenance and repair visits shall be completed
within twenty (20) minutes of arrival.
3.2 Horizon System Help Desk Service
3.2.1
3.2.2
3.2.3
3.2.4
3.2.5
Fujitsu Services shall provide the Horizon System Help Desk Service which
shall act as a point of contact for Post Office staff and staff of Post Office Clients
having a direct interface with the Horizon Service Infrastructure provided.
Telephone answering Service Levels will be measured from the point the
redirected telephone call enters the Help Desk telephone switch.
Hours of Service
3.2.3.1 Fujitsu Services shall provide a continuous Help Desk Service during
each HSH Day.
3.2.3.2 The HSH Voicemail Service shall be provided outside of HSH Days with
Help Desk ring back commencing at 08:00 hours on the following HSH
Day.
3.2.3.3 Arrangements for Bank Holidays shall only vary from a normal HSH Day
where agreed with Post Office, having regard to their applicability
throughout the United Kingdom.
3.2.3.4 Fujitsu Services shall ensure that calls made to the Help Desk outside
specified hours are accepted by Fujitsu Services which may be by the
HSH Voicemail Service.
To the extent that such notification is required by law, Fujitsu Services shall be
responsible for ensuring that Help Desk staff are properly notified that calls will
be recorded and Post Office shall be responsible for ensuring that Users (and
others who call the Help Desk on Post Office business) are properly so notified.
Service Level Targets
3.2.5.1 Fujitsu Services shall answer at least <H1.1> of all calls to the Help
Desk within thirty (30) seconds and the average time to answer in each
Service Level Measurement Period shall be less than <H1.2> seconds.
3.2.5.2 The percentage of “calls not answered” shall be less than <H1.3>. This
includes calls where the line is busy as well as calls answered which
are put on the “waiting queue” that ring off after 40 seconds.
3.2.5.3 Fujitsu Services shall resolve at least <H2.1> of calls assigned to the
“first level” (also Known as “Level 1”) (as described in the CCD entitled
“Horizon Systems Helpdesk: Service Description” (CS/SER/002)) within
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five (5) minutes. The average time to resolve first level calls in the first
Service Level Measurement Period after the Amendment Date shall be
less than 4.5 minutes. In each subsequent Service Level Measurement
Period, the average time to resolve first level calls shall be less than
<H2.2>.
3.2.5.4 Fujitsu Services shall resolve at least <H3.1> of calls assigned to the
“second level” (also known as “Level 2”) (as described in the CCD
entitled “Horizon Systems Helpdesk: Service Description”
(CS/SER/002)) within thirty (30) minutes and the average time to
resolve second level calls in each Service Level Measurement Period
shall be less than <H3.2> minutes.
3.2.5.5 The HSH Voicemail Service shall be available during all periods outside
of HSH Days. Fujitsu Service's performance against this obligation shall
be reported in the Service Review Book.
3.2.5.6 Fujitsu Services shall ensure that all calls recorded by the HSH
Voicemail Service will be raised as calls on the Fujitsu Services call
logging system on the next HSH Day following the recorded call
Fujitsu Service's performance against this obligation shall be reported in
the Service Review Book.
3.2.5.7 Reboot Incidents
(a) Fujitsu Services shall use all reasonable endeavours to ensure
that the number of Reboot Incidents reported to the Help Desk
and in relation to which the Help Desk has not (whilst acting
reasonably) refused authorisation shall be less than the number
equal to <H4.1> multiplied by the average number of open
Counter Positions in any period of four months.
(b) Fujitsu Services shall be entitled to carry out planned reboots
outside Working Hours. Such planned reboots shall not count
as Reboot Incidents and shall not exceed one per Counter
Position per calendar month.
3.3 Technical Service Desk
3.3.1
General
A description of this service can be found in the CCD entitled “Technical
Services Desk: Service Description” (CS/PRO/148).
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3.3.2 Hours of Service
Full cover will be provided by the TSD from 08.00 - 20.00 Monday to Saturday
(excluding Bank Holidays) and skeleton cover will be provided outside these
hours. No cover will be provided on Christmas day.
Service Level Targets
3.3.3.1
3.3.3.2
3.3.3.3
3.3.3.4
Incidents reported to the TSD will be categorised as “Severity Level” 1,
2 or 3 in accordance with the CCD entitled “Technical Services Desk:
Service Description” (CS/PRO/148).
The following SLTs will apply to TSD Severity Level 1, 2, and 3
Incidents:
(a) <T1.1> of all Severity Level 1 updates completed within 30
minutes of initial call logging/previous updates;
(b) <T1.2> of all Severity Level 2 updates completed within 60
minutes of initial call logging/previous updates; and
(c) <T1.3> of all Severity Level 3 updates completed within 24
hours of initial call logging/previous updates.
All calls to the TSD shall be correctly logged and routed. Call logging
and call routing shall be measured from time to time using a call
recording methodology and sampling period intervals that are to be
agreed by the Parties (such agreement not to be unreasonably
withheld).
Failure to achieve the TSD SLTs set out in paragraph 3.3.3.2 over a
three month rolling period will result in a review of the target times and
TSD service between Fujitsu Services and Post Office with Fujitsu
Services committing reasonable endeavours to joint resolution of the
issues between the Parties.
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ANNEX 2 TO SCHEDULE 15 - DATA DELIVERY SERVICE LEVELS
41. INTRODUCTION
1.1 The data delivery SLTs for the following are specified in this Annex 2 to Schedule 15:
1.1.1 APS;
1.1.2 delivery of Transaction data to TIP;
1.1.3 OBCS;
1.1.4 LFS;
1.1.5 Reference Data Management Service; and
1.1.6 Message Broadcast Service.
1.2 In respect of each of the above (in paragraphs 1.1.1 to 1.1.6):
1.2.1 the SLTs with associated LDTs and/or ARLs are described in paragraph 2 of this
Annex 2; and
1.2.2 the SLTs with no associated LDTs, and in relation to which no liquidated
damages or other express contractual remedy is payable are set out in
paragraph 3 of this Annex.
1.3 Subject to any provisions to the contrary in this Annex 2 to Schedule 15 in respect of a
particular Service Level, where Service Levels are expressed in terms of performance
required by a particular “Day”, “Day A” means the day of the specified triggering event
(such as the date of a Transaction), “Day B” means the day following Day A, “Day C”
means the day following Day B and so on.
1.4 Where Fujitsu Services is obliged to arrange and undertake a visit to a Branch to
recover Transaction records as described in the CCD entitled “Engineer Support:
Service Description” (CS/SER/005) in order to avoid the Day J Service Levels (SLTs
and LDTs) set out in this Annex 2 being failed (each a “Recovery Visit”), in assessing
whether there has been a failure of those Service Levels the following principles shall
apply:
1.4.1. For the purposes of such assessment, the following shall be disregarded from
all relevant Service Level measurements in respect of the Branches in question:
1.4.1.1 days on which Fujitsu Services has been unable to contact a Branch
(despite reasonable endeavours to do so) to arrange a Recovery Visit,
which includes days on which that Branch is not open for business;
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1.4.2
1.4.1.2 each day of delay caused by a Branch declining the earliest offered
date for a Recovery Visit (provided the Recovery Visit offered on that
date would not extend beyond the end of Post Office Core Day or, if
later, the normal business opening hours of that Branch), which
includes days on which that Branch is not open for business;
1.4.1.3 each day of delay caused by a Branch cancelling, refusing or otherwise
preventing an arranged Recovery Visit but excluding days on which a
Recovery Visit is prevented by a Branch from being completed as a
result of that visit extending beyond the normal business opening hours
of that Branch without prior agreement of that Branch; and
1.4.1.4 each day that a Recovery Visit, which by prior arrangement with a
Branch is scheduled to take place or continue beyond the hours that
Branch is open for business, is prevented from being completed by that
Branch contrary to that arrangement.
For the purposes of such assessment, the period commencing on the day on
which Fujitsu Services becomes aware that a Branch does not have the PSTN
telephone capability or “plug-in” PSTN telephone capability required for a
Recovery Visit and ending on and including the day on which an ISDN or ADSL
connection is re-established to that Branch, shall be disregarded from all
relevant Service Level measurements in connection with the application of the
Service Levels in this Annex 2 to that Branch.
1.5 Fujitsu Services shall arrange and undertake Recovery Visits in order to achieve the
Day J Service Levels set out in this Annex 2, unless prevented from arranging such
visits or from undertaking them within Post Office Core Day or, if later, the normal
business opening hours of the Branch in question
2. SERVICE LEVELS TARGETS FOR WHICH LIQUIDATED DAMAGES OR
ADDITIONAL REMEDIES APPLY
24 APS Service Levels with remedies
2.4.1
2.1.2
Availability
Unless otherwise agreed by Post Office, the APS shall be fully available in a
Branch whenever that Branch is open, either through normal procedures or in
fallback.
Application of APS Service Levels
The SLTs, LDTs and ARLs specified in paragraph 2.1 of this Annex 2 to
Schedule 15 are of generic application to APS Clients and the relevant
performance measurements for all APS Clients (for which services are
being provided as at the Amendment Date) shall be aggregated for the
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2.1.3
purposes of those SLTs, LDTs and ARLs. All APS Clients introduced
after the Amendment Date shall be included in that aggregate unless it
is specifically stated otherwise in the applicable CCN.
Data File delivery
2.1.3.1 Delivery of APS Transaction records shall not normally be before 03:00
on the day following the completion of those Transactions (referred to
as “Day B” in the tables below).
2.1.3.2 Where Fujitsu Services is required to deliver APS Client files on
specified days, the terms Day B, Day C, Day D and Day J used in this
paragraph 2.1 of Annex 2 shall be construed as the days on which files
could have been delivered as specified in the relevant AP Client
Specification. If files may only be delivered Monday to Friday inclusive,
then for Transactions completed on Thursday, Day B shall be Friday
and Day C shall be Monday.
2.1.3.3 The SLT, LDT and ARL for APS Transaction Data File delivery are as
shown in the table below:
APS Transaction I <DO1.1> of all I 96.5% of all I 98% of all
Data File delivery I Transaction records I Transaction records I Transaction
delivered by 23:59 I delivered by 23:59 I records delivered
hours Day B; hours Day B; by 23:59 hours
<D01.2> of all I 975% of — all I Dav?
Transaction records I Transaction records
delivered by 23:59 I delivered by 23:59
hours Day C (i.e. 1 I hours Day C (i.e. 1
Day after Day B); Day after Day B);
<DO1.3> of all I 98.5% of all
Transaction records I Transaction records
delivered by 23:59 I delivered by 23:59
hours Day D (i.e. 1 I hours Day D (i.e. 1
Day after Day C); Day after Day C);
<DO1.4> of all I 100% of all
Transaction records I Transaction records
delivered by 23:59 I delivered by 23:59
hours Day J (ie. 6 I hours Day J (i.e. 6
Days after Day D). Days after Day D).
2.1.3.4 For the purposes of paragraph 2.1.3.3 above, in relation to each AP
Client serviced by the APS via the EDG:
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(a) the Transaction record file shall be deemed to be delivered
when it is delivered to the EDG and not the AP Client; and
(b) a successful Transaction record file delivery will be deemed to
have occurred when the file transfer software running on the
remote file transfer management service (FTMS) gateway
identifies that a successful transfer to the EDG has occurred or
cannot occur because of problems within the EDG
infrastructure.
2.1.4 Remedies
2.1.4.1 The liquidated damages for late delivery of APS Transaction Data Files
shall be calculated when the relevant LDT is breached as follows:
Liquidated damages =
(((100 - actual level of Service by Day J) / 100) * total number of
Transactions * 1.15 pence) +
(((98.5 — (the greater of the ARL (98) and the actual level of Service by Day
D)) / 100) * (total number of Transactions - any also failing at Day J) * 1.15
pence) +
(((97.5 - actual level of Service by Day C) / 100) * (total number of
Transactions - any also failing at Day D and Day J) * 1.15 pence) +
(((96.5 - actual level of Service by Day B) / 100) * (total number of
Transactions - any also failing at Day J, Day D and Day C) * 1.15 pence).
2.1.4.2 Where the level of service falls below the ARL specified in the table in
paragraph 2.1.3.3 Post Office shall be entitled to recover in addition to
any liquidated damages recovered under paragraph 2.1.4.1, the greater
of:
(a) liquidated damages calculated as follows:
liquidated damages =
((ARL (98) — the actual level of Service by Day D) / 100) * (total
number of Transactions - any also failing at Day J) * 1.15
pence; and
(b) Post Office Additional Costs.
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2.2 Data File delivery to TIP
2.2.1 Data Files shall be delivered to TIP by 03:00 hours and where used in this
paragraph 2.2, “Day” shall be construed accordingly.
2.2.2 In respect of all Transactions undertaken on a particular day, the proportion of
Transaction records delivered to TIP in the first Data File and subsequent Data
Files following that day (i.e. Transactions on Day A, delivery to TIP by 03:00 Day
B, Day C, Day D and Day J) shall be measured by Fujitsu Services
2.2.3 The Service Levels for Data File delivery to TIP are as set out in the table
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below:
Service Requirement SLT LOT ARL
Transaction Data File I <DO2.1> of all I 96% of all I 98% of all
delivery to TIP Transaction Transaction Transaction records
records delivered
by 03:00 hours
Day B;
<DO2.2> of all
Transaction
records delivered
by 03:00 hours
Day C (i.e. 1 Day
after Day B);
<DO2.3> of all
Transaction
records delivered
by 03:00 hours
Day D (i.e. 1 Day
after Day C);
<DO2.4> of all
Transaction
records delivered
by 03:00 hours
Day J (ie. 6
Days after Day
D).
records delivered
by 03:00 hours
Day B;
97% of all
Transaction
records delivered
by 03:00 hours
Day C (i.e. 1 Day
after Day B);
98% of all
Transaction
records delivered
by 03:00 hours
Day D (i.e. 1 Day
after Day C);
100% of all
Transaction
records delivered
by 03:00 hours
Day J (i.e. 6 Days
after Day D).
delivered by Day D.
2.2.4 Remedies
2.2.4.1 The liquidated damages for late delivery of Transaction Data Files to
TIP shall be calculated when the relevant LDT is breached as follows:
Liquidated damages =
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2.2.4.2
(((100 — actual level of Service by Day J) / 100) * total number of
Transactions records * 1.15 pence) +
(((98 — (the greater of the ARL (98) and actual level of Service by Day
D)) / 100) *(total number of Transactions records — any also failing at
Day J) * 1.15 pence) +
(((97 - actual level of Service by Day C) / 100) * (total number of
Transactions records - any also failing at Day D and Day J) * 1.15
pence) +
(((96 - actual level of Service by Day B) / 100) * (total number of
Transactions records - any also failing at Day J, Day D and Day C) *
1.15 pence).
For the avoidance of doubt, no liquidated damages will be payable
under the formula above in respect of failures to achieve the Day D LDT
for so long as the ARL is equivalent to that LDT.
Where the level of service falls below the ARL specified in the table in
paragraph 2.2.3 Post Office shall be entitled to recover, in addition to
any liquidated damages recovered under paragraph 2.2.4.1, the greater
of:
(a) liquidated damages calculated as follows;
liquidated damages =
((ARL (98) — the actual level of Service by Day D) / 100) *(total
number of Transactions records — any also failing at Day J) *
1.15 pence; and
(b) Post Office Additional Costs.
2.3 OBCS data and stop list delivery Service Levels
2.3.1
2.3.2
Hours of Service
Fujitsu
Services shall provide the OBCS at all Branches at which OBCS is
required during the normal working hours of those Branches.
OBCS Data Delivery Service Levels and remedies
2.3.2.1
Fujitsu Services shall deliver Data Files to the Department of Work and
Pensions and, whilst this shall not normally be later than 06:00 on the
day following the completion of the Transactions contained in that file,
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the Service Levels in respect of such delivery shall be as set out in
paragraph 2.3.2.2 below.
2.3.2.2 The OBCS data delivery SLT, LDT and ARL are set out in the table
below:
Service SLT LDT ARL
Requirement
OBCS datamade I <DO3.1>o0f all 97% of all 98% of all
available to DWP I Transaction records I Transaction records I Transaction
systems tobe delivered by I tobedeliveredby I records tobe
23:59 hours Day B; I 23:59 hours Day B; I delivered by 23:59
<D03.2> ofall I 99% of al hours Day D.
Transaction records I Transaction records
to be delivered by to be delivered by
23:59 hours Day C; I 23:59 hours Day C;
<DO3.3> of all 100% of all
Transaction records I Transaction records
to be delivered by to be delivered by
23:59 hours Day D; I 23:59 hours Day D
<DO3.4> of all
Transaction records
to be delivered by
23:59 hours Day J.
2.3.2.3 Liquidated damages for late delivery of OBCS data shall be calculated
when the relevant LDT is breached as follows:
Liquidated damages =
(((100 — (the greater of the ARL (98) and the actual level of Service by
day D)) / 100) * total number of Transactions * 1.15 pence) +
(((99 - actual level of Service by day C) / 100) * (total number of
Transactions - any also failing at day D) * 1.15 pence) +
(((97 - actual level of Service by day B) / 100) * (total number of
Transactions - any also failing at day D and day C) * 1.15 pence).
2.3.2.4 Where the level of service falls below the ARL specified in the table in
paragraph 2.3.2.2 Post Office shall be entitled to recover, in addition to
any liquidated damages recovered under paragraph 2.3.2.3, the greater
of:
(a) liquidated damages calculated as follows:
liquidated damages =
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(b)
((ARL (98) — the actual level of Service by day D) / 100) * total
number of Transactions * 1.15 pence; and
Post Office Additional Cost.
2.3.3 OBCS Stop List delivery and remedies
2.3.3.1 For the purposes of the OBCS Stop List SLT, LDT and ARL specified in
paragraph 2.3.3.3:
(a)
(b)
(c)
2.3.3.2 Post Office shall ensure that that OBCS Stop List data is made available
Day Ameans each 24 hour period commencing at 03:00:01;
Day B means the next Post Office Core Day after Day A (which
will be the day on which Day A ends, if that day is a Post Office
Core Day);
Day C means the next Post Office Core Day after Day B, Day D
the next Post Office Core Day after Day C, and so on.
to Fujitsu Services by the end of Day A.
2.3.3.3 The OBCS Stop List data SLT, LDT and ARL are set out in the table
below:
Service SLT LDT ARL
Requirement
Stop list The fully updated As referred to in NA
maintenance — version of the OBCS I paragraph 2.3.3.4.
delivery of OBCS. Stop List to be
Stop List Data made} available at the start
available to Fujitsu I of:
services by the end I _,,,
Y (i) Day B for
of Day A (03:00) <DI.1>:
(ii) Day C for
<DI1.2>;
(ili), Day D for
<DI1.3>, and
(iv) Day J for
<DI1.4>,
of automated CounterI
Positions providing or
intended to provide
OBCS.
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2.3.3.4 The Parties agree that, for the purposes of paragraphs 1.1.2 and 2.5.1
of Schedule 15, a LDT in respect of OBCS Stop List data delivery shall
be deemed to have been set in respect of OBCS Stop List data delivery
so that Post Office shall be entitled to recover liquidated damages in
respect of each Service Level Measurement Period (at the end of that
period) on the following basis:
Liquidated damages (£) = A multiplied by B, where
A= the number of OBCS encashments which occurred in the Service
Level Measurement Period in question (which number shall be notified
by Post Office to Fujitsu Services); and
B = £0.024 per 1000 OBCS encashments
24 LFS Service Levels
2.4.1 Purpose
Fujitsu Services shall provide the LFS at all Branches for all of the hours that
they are open for business.
2.4.2 Services Measures
The LFS measures are categorised as follows:
2.4.2.1 transfer of data from Branch to SAPADS; and
2.4.2.2 transfer of data from SAPADS to Branch.
2.4.3. Branch to SAPADS Data Transfer
The SLT and LDT for Branch to SAPADS data transfer are set out in the table
below:
Service Data available I SLT LDT ARL
Requirement I at the Branch
by:
Confirmation of I 19:00 on DayA I <DO4.1.2>, of I 99% of pouch I N/A
Pouch pouch confirmation
received at confirmation messages
Branch messages available by
available by I 19:00 on Day
19:00 on Day AIA_ to be
to be delivered I delivered to
to SAPADS by I SAPADS by
08:00 on DayB_ I 08:00 on Day
B
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2.4.4 SAPADS to Branch Data Transfer
2.4.4.1 The SLT and ARL for SAPADS to Branch data transfer are set out in the
table below:
Service Data available I SLT LDT ARL
Requirement I at the
SAPADS/ LFS
boundary by
Delivery of I 06:00 on Day A I <DI2.1.1> of I WA 95% of
SAPADS planned orders. planned
Planned available by orders
Orders to 06:00 on Day A available by
Branches to be at the 06:00 on Day
Branch(es) by Ato be at the
08:00 on Day A; Branch(es)
by 12:00 on
<DI2.1.2> at the Day A.
Branch(es) by
12:00 on Day A.
2.4.4.2 Delivery of SAPADS planned orders to Branches which occur by 06:00
on Sundays shall not be included in the calculation of the SLT and ARL
On Sundays, Fujitsu Services shall use
reasonable endeavours to achieve the SLT set out in the above table for
delivery of SAPADS planned orders to Branches.
set out in the table above.
2.4.5 LFS Remedies
2.4.5.1 In the event that either of the Service Level Targets specified in the
tables in paragraphs 2.4.3 or 2.4.4.1 are not achieved, Fujitsu Services
shall provide Post Office with an analysis of the reason for the failure.
Fujitsu Services and Post Office shall agree a reasonable rectification
and improvement plan to address the failure.
2.4.5.2 Liquidated damages in respect of failures to achieve the LDT for Branch
to SAPADS data transfer set out in the table in paragraph 2.4.3 shall be
calculated as follows:
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Liquidated Damages =
(L-(0.01 * T)) * £3.00, or zero if the result of that calculation is negative,
where
L = the number of times (summed for all Branches) that a pouch
delivery confirmation entered at a Branch before 19.00 has been
delivered to SAPADS after 08:00 the next day; and
T = the number of times (summed for all Branches) that a pouch
delivery confirmation has been entered at a Branch before 19.00.
For the purposes of L and T, each delivery will have a single
confirmation, whether that delivery comprises one pouch or multiple
pouches.
2.4.5.3 In the event that Fujitsu Services fails to achieve the ARL in respect of
SAPADS to Branch data transfer set out in the table in paragraph
2.4.4.1, Post Office shall be entitled to recover Post Office Additional
Costs from Fujitsu Services.
3. SERVICE LEVEL TARGETS WITH NO ASSOCIATED LIQUIDATED DAMAGE,
THRESHOLDS OR ADDITIONAL REMEDY LEVELS
3.1 APS Client Data
3.1.1 APS Client Data is reference data created by an APS Client. Post Office shall
procure that such data is provided by the Client to Fujitsu Services, for
distribution to Branches.
3.1.2 All APS Client data received by Fujitsu Services by 20:00 hours shall be
available at all relevant Counter Positions in accordance with the Service Levels
set out in the table in paragraph 3.1.3.
3.1.3. The Service Level Targets for APS Client data are set out in the table below:
Service
Requirement
SLT (applicable in respect of APS Client data
received by 20:00 on Day A)
Delivery of APS
Client data
<DI3.1> of Counter Positions can access the data
at the start of the next Post Office Core Day (i.e.Day
B);
<DI3.2> of Counter Positions can access the data
at the start of the second Post Office Core Day
following Day A (i.e. Day C);
<DI3.3> of Counter Positions can access the data
at the start of the third Post Office Core Day
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Service SLT (applicable in respect of APS Client data
Dateiled: received by 20:00 on Day A)
following Day A (i.e. Day D);
<DI3.4> of Counter Positions can access the data
at the start of the ninth Post Office Core Day
following Day A (i.e. Day J).
3.2 Reference Data
3.2.1
3.2.2
Post Office Reference Data shall be delivered to Fujitsu Services within the
lead-times specified in the CCD entitled “Fujitsu Services (Pathway) Ltd/Post
Office Ltd Interface Agreement for Operational Business Change — Reference
Data” (CS/PRD/058). Post Office shall be responsible for final validation and
authorisation of Post Office supplied Reference Data, the date of such
authorisation being referred to in this paragraph 3.2 as the “Authorisation
Date”.
For each delivery of Reference Data that is to be released to the live estate
Post Office and Fujitsu Services shall agree a release date (the “Agreed
Release Date”) which shall be at least one working day later than the
Authorisation Date and be the date on which Fujitsu Services initiates the
release of that Reference Data to the live estate.
The Service Level Targets for Post Office Reference Data are set out in the
table below:
Service Requirement SLT
Reference Data delivery <DI4.1> of Counter Positions will have
received the correct version of the Reference
Data by the start of Post Office Core Day on
the day following the Agreed Release Date
(i.e. by Day B);
<DI4.2> of Counter Positions will have
received the correct version of the Reference
Data by the start of Post Office Core Day two
days after the Agreed Release Date (i.e. by
Day C);
<DI4.3> of Counter Positions will have
received the correct version of the Reference
Data by the start of Post Office Core Day
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Service Requirement
SLT
three days after the Agreed Release Date
(i.e. by Day D);
<DI4.4> of Counter Positions will have
received the correct version of the Reference
Data by the start of Post Office Core Day
nine days after the Agreed Release Date (i.e.
by Day J).
3.3 LFS Service Levels
3.3.1 SLTs for Branch to SAPADS data transfer are set out in the table below:
Collected from
Service Data available I SLT
Requirement at the Branch
by
Confirmation of I 19:00 on Day I <DO4.1.1> of pouch confirmation
Pouch received I A messages available by 19:00 on Day A
at Branch to be delivered to SAPADS by 22:00 on
Day A;
<DO4.1.3> of pouch confirmation
messages available by 19:00 on Day A
to be delivered to SAPADS by 22:00
hours on Day I.
Details of I 19:00 on Day I <DO4.2.1> to SAPADS by 22:00 on Day
SAPADS Pouch I A A
Branch <DO4.2.2> to SAPADS by 08:00 on Day
B;
<DO4.2.3> to SAPADS by 22:00 hours
on Day I.
Daily Cash on I 19:00 hours on I <DO4.3.1> to SAPADS by 23:59 hours
Hand details DayA on DayA.
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Service Data available I SLT
Requirement at the Branch
by
Weekly 19:00 hours on I <DO4.4.1> of Wednesday transactions
Stamps/Stock Wednesday to SAPADS by 23:59 on the following
and Inventory I (Day A), I Friday;
Items details Thursday (Day
B) or Friday I <DO4.4.2> of Thursday transactions to
(Day C) SAPADS by 23:59 hours on the
following Friday;
<DO4.4.3> of Friday transactions to
SAPADS by 23:59 on the same day;
<DO4.4.4> of transactions occurring
Wednesday to Friday during a week to
SAPADS by 22:00 on the second
Thursday following that week.
3.3.2 SLTs for SAPADS to Branch data transfer are set out in the table below:
Service Requirement Data available at I SLT
SAPADS / LFS
Boundary
Delivery of SAPADS I 18:00 ondayA <DI2.2.1> at the Branch(s)
Advice Notes to by 08:00 on Day C.
Branches
3.3.3 In the event that any of the Service Level Targets in this paragraph 3.3 are not
met, Fujitsu Services shall provide Post Office with an analysis of the reason for
the failure. Fujitsu Services and Post Office shall agree a reasonable
rectification and improvement plan to address the failure.
3.4 Message Broadcast Service
3.4.1 Introduction
3.4.1.1 This paragraph 3.4 sets out the Service Levels which apply to the
Message Broadcast Service (‘MBS’).
3.4.1.2 Notwithstanding paragraph 2.4 of Schedule 15, Fujitsu Services shall
not be required to report performance against the SLT specified in
paragraph 3.4.3.
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3.4.2
3.4.3
3.4.4
3.4.5
3.4.1.3 For the avoidance of doubt there is no LDT or ARL applicable to the
MBS.
Hours of service
Fujitsu Services shall provide the MBS such that:
3.4.2.1 messages can be submitted at any time during the Post Office Core
Day;
3.4.2.2 messages stored at a Branch can be viewed at the Branch at any time
that the OPS is available.
Message delivery
For valid messages successfully passed to Fujitsu Services in accordance with
the standards and procedures set out in the CCD entitled “Message Broadcast:
Service Description” (CS/SER/004), the SLT shall be that all messages shall be
available for onward transmission to the Branches, within 3 hours of the
“message receipt time” as defined in that CCD such that valid messages would
be expected to be available to be viewed in each targeted Branch within 4 hours
of the “message receipt time”, provided that the targeted Branch is operating
and communicating normally. The 3 and 4 hour targets only apply within the
hours of the Post Office Core Day, will not be reported upon and will have no
associated remedies or termination rights, but from time to time Post Office may
monitor performance by inspection. Fujitsu Services’ sole obligation with regard
to the 3 and 4 hour target times shall be to use reasonable endeavours to
achieve them.
Report delivery
The report of Branches which may have been unable to receive messages shall
normally be available to Post Office by 08:00 the following Post Office Core
Day.
Volumes
3.4.5.1 As a minimum, the MBS shall have sufficient capacity to support:
(a) the submission of 6 messages per day by Post Office; and
(b) 3 new messages for any given Branch per day.
3.4.5.2 Fujitsu Services shall use reasonable endeavours to process messages
above these volumes, up to:
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(a) the submission of a maximum of 13 messages per day by Post
Office; and
(b) a maximum of 7 new messages for any given Branch per day.
3.4.5.3 The message delivery service levels in paragraph 3.4.3 above shall
only apply to message volumes up to the limits set out in paragraph
3.4.5.1 above. For message volumes above these limits, no service
levels shall apply.
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ANNEX 3 TO SCHEDULE 15 - BANKING SERVICES
PART A-NBS SERVICE LEVELS AND REMEDIES
NBS SERVICE LEVEL PRINCIPLES
This Part A of Annex 3 to Schedule 15 specifies the SLTs and ARLs and the
performance measurements required in respect of them for the NBS. No LDTs are
specified for the NBS in this Annex, but liquidated damages shall be payable by Fujitsu
Services in accordance with paragraph 3 and 4 of this Annex 3.
For the purposes of this Annex 3:
“ADSL Congestion Measure” means the proportion (expressed as a percentage) of
the samples taken each day where the measured available bandwidth is less than twice
the Guaranteed Minimum ADSL Bandwidth (such sampling and measurement to be
carried out in accordance with paragraph 1.6.1 of this Annex 3);
“Availability Period” means one of the following periods:
1.2.1 if the NB Initial Period expires between 1 April 2003 and 31 March 2004, the
period between the day after expiry of the NB Initial Period and 31 March 2004
(inclusive); or
1.2.2 if the NB Initial Period expires between 1 April 2004 and 31 March 2005, the
period between the day after expiry of the NB Initial Period and 31 March 2005
(inclusive); and
each Financial Year after the period in paragraph 1.2.1 or 1.2.2 whichever is applicable;
“Central NB System” means the elements of the NB System which enable on-line
Banking Transactions to be carried out, excluding all:
1.2.3. such elements in Branches (or other Post Office locations where the NBS is
available);
1.2.4 network components between each Branch (or other Post Office locations
where the NBS is available) and the Data Centres; and
1.2.5 network components between the Data Centres and the NBE;
“Core NB System Fault” means a fault in the Central NB System which causes the NBS
not to be available in any one or more Branches for the period that fault persists;
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“Customer Critical Exception” means a NB Priority Exception in respect of which Fujitsu
Services has received a Disputed Banking Transaction Notice;
“Dial Round Connection” means a metered network connection to an Branch established
when a Fixed Connection cannot be established due to network congestion;
“FRIACO Congestion Measure” means the proportion (expressed as a percentage) of the
total time each day that Branches are scheduled to have Fixed Connections established (as
governed by the allocation of Branches between the Silver FRIACO Daytime and Silver
Daytime ISDN categories and calculated by adding together the periods of Fixed
Connection time scheduled in each Branch, and then totalled for all Branches) that Dial
Round Connections are established instead;
“Guaranteed Minimum ADSL Bandwidth” means 11.5Kbits/s for branches using a 50:1
ADSL contention ratio and 28.8Kbits/s for Branches using a 20:1 ADSL contention ratio;
“Non NB Core Hours” means all hours which are not NB Core Hours.
1.3 The Service Levels described in this Annex 3 relate to the performance of the NBS
within the NBS Service Boundaries as measured at the points and/or in the manner
described in this Schedule.
14 NB Initial Period
1.44
1.4.2
During the NB Initial Period, Fujitsu Services’ obligations in respect of the
Service Levels (SLTs and ARLs) set out in paragraphs 2.1 to 2.4 (inclusive) of
this Annex 3 shall be limited to using reasonable endeavours to achieve those
thresholds and reporting Fujitsu Services’ performance against those thresholds
in the Service Review Book. Post Office shall not be entitled to liquidated
damages or any other right or remedy provided for under this Agreement in respect
of any failure by Fujitsu Services to achieve those Service Levels during the Initial
Period, and Fujitsu Services performance in respect of those Service Levels during
the Initial Period shall be disregarded for the purposes of assessment of liquidated
damages and any other rights or remedies provided for under this Agreement which
may be due to Post Office after that period. For the avoidance of doubt, other than
as specifically set out in this paragraph 1.4.1, nothing in this paragraph 1.4.1 shall
operate to restrict Post Office's rights in the event of any failure by Fujitsu Services
to meet its obligations under this Agreement during the NB Initial Period.
Subject to paragraph 1.4.1, no SLTs or ARLs described in this Annex 3 shall
apply to the NBS until the first complete Service Level Measurement Period
following NBS Acceptance.
1.5 All calculations (including percentages and averages) upon which the SLTs, ARLs or
other targets in this Schedule are based shall be calculated, and Fujitsu Services’
performance assessed, for the relevant Service Level Measurement Period or
Availability Period as a whole. Without prejudice to that calculation and assessment,
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Fujitsu Services’ performance against the Service Levels in this Annex 3 shall be
reported monthly for service monitoring purposes in the Service Review Book.
1.6 ADSL AND FRIACO Congestion Measures
1.6.1
1.6.2
1.6.3
For the purposes of the ADSL Congestion Measure:
1.6.1.1 Fujitsu Services shall sample all parts of the Branch estate at least once
per hour during NB Core Hours;
1.6.1.2 samples which fail to record available bandwidth shall not be included in
the ADSL Congestion Measure; and
1.6.1.3 the Parties shall agree by the date set out in row 34 of Schedule 12 for
the implementation of ADSL in Branches (such agreement not to be
unreasonably withheld) a method of measurement of available
bandwidth which discounts reductions in bandwidth which do not arise
as a result of increases in the number of simultaneous users of ADSL.
Fujitsu Services shall procure that the Guaranteed Minimum ADSL Bandwidth is
available to Branches using ADSL during NB Core Hours. Fujitsu Services shall
ensure that Branches have a reasonable and proportionate share of the bandwidth
that is shared with third party users of ADSL..
For the purposes of assessing whether Fujitsu Services shall have achieved the
Service Levels (SLTs, ARLs and, for the purposes of this paragraph, reasonable
endeavours targets) set out in paragraphs 2.1 and 2.3 of this Annex 3:
1.6.3.1 the performance measurements (“Threshold Measurements”) in
respect of those Service Levels which relate to:
(a) Fixed Connections or Dialled Connections shall be disregarded
for each day upon which the FRIACO Congestion Measure
exceeds 10%; and
(b) ADSL Connections shall be disregarded for each day upon
which the ADSL Congestion Measure exceeds 10%,
each such day being referred to in this paragraph as a “CM Day”, and
1.6.3.2 in respect of each CM Day which follows after the occurrence of 13 of
the same days of the week upon which the FRIACO Congestion
Measure or the ADSL Congestion Measure (as appropriate in respect of
that CM Day) shall have been less than or equal to 10%:
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1.6.4
1.6.5
16.6
(a) the average Threshold Measurement for those 13 days shall be
used instead of the actual Threshold Measurements on that CM
Day, and thereafter
(b) for each subsequent CM Day which falls on the same day of the
week, the average Threshold Measurement for the 13 most
recent days, which are the same day of the week, upon which
either:
e the FRIACO Congestion Measure or ADSL Congestion
Measure (as appropriate) was less than or equal to 10%, or
e the actual Threshold Measurements have been replaced
with average Threshold Measurements in accordance with
(a) above,
shall be used instead of the actual Threshold Measurements
disregarded on that CM Day.
If the condition for replacement of the actual Threshold Measurements on a CM
Day by an average measure as set out in paragraph 1.6.3.2 of this Annex 3 is
not satisfied, then the actual Threshold Measurements for each such CM Day
shall be disregarded in accordance with paragraph 1.6.3.1 without replacement
by an average value.
If, in any Service Level Measurement Period, more than 30 CM Days occur
upon which the condition for replacement of the actual Threshold
Measurements on that CM Day by an average measure as set out in paragraph
1.6.3.2 of this Annex 3 is not satisfied, Fujitsu Services shall not be obliged to
achieve the Service Levels set out in paragraph 2.1 and 2.3 of this Annex 3
during that Service Level Measurement Period.
For the purpose of the reports referred to in paragraph 1.5 of this Annex 3 in
respect of the Service Levels and targets referred to in paragraphs 2.1 and 2.3
of this Annex 3, Fujitsu Services shall report:
1.6.6.1 the relevant averages and/or percentages based upon actual service
measurements;
1.6.6.2 the actual FRIACO Congestion Measure for each day that the FRIACO.
Congestion Measure exceeded 10%; and
1.6.6.3 the actual ADSL Congestion Measure for each day that the ADSL
Congestion Measure exceeded 10%.
The adjustments required to reflect the replacement of actual measurements on CM
Days with average measures in accordance with paragraph 1.6.3.2 shall be made at
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the end of each Service Level Measurement Period and reflected in the report for
that period.
1.7 The architecture of the NB System shall be capable of supporting Banking Transactions
(in accordance with applicable Service Levels) carried out in each Branch during the
hours that Branch is actually open for business, except during the period from 2000 to
0800 each 24 hour period when Banking Transactions shall not be able to be carried out
in Branches due to system management activities (including the introduction of major
Releases in accordance with paragraph 3.5.1 of the CCD entitled “Service Management
Service: Service Description” (CS/SER/014)), activities in support of software
distribution, continuity tests and Reference Data update and such other activities as the
parties may agree). Such periods shall be scheduled by agreement with Post 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.
1.8 For the purposes of the NBS, in particular the NBS Service Levels described in this
Annex 3 to Schedule 15, the result of the following calculation:
¢ MCWP minus MAAWP,
(such result being referred to in this paragraph 1.8 as the “NB Additional Time’) shall
not be less than 15 seconds. Once set, or as otherwise specified in the CCD entitled
“NBS Definition” (BP/SPE/035), changes to the MCWP and/or MAAWP where the
resulting MCWP is less than or equal to 40 seconds and where the resulting NB
Additional Time is more than or equal to 15 seconds shall be subject to change under
Operational Business Change (as applicable in respect of product change), and
changes where the resulting MCWP is greater than 40 seconds and/or the resulting NB
Additional Time is less than 15 seconds shall be subject to agreement under the Hard
Change Control Procedure.
1.9 This Annex 3 sets out five categories of performance measures:
1.9.1 NB Request and NB Authorisation transmission time measures;
1.9.2 NBS availability measures;
1.9.3 NBS reliability measures; and
1.9.4 Data Reconciliation Service measures.
Of these, paragraphs 1.9.1, 1.9.2 and 1.9.3 above are subject to liquidated damages
whilst paragraph 1.9.4 is not.
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2. PERFORMANCE MEASURES,
21 NB Request and NB Authorisation transmission times
244
Banking Transactions referred to in this paragraph 2.1 shall be those for which a
NB Request is generated and a corresponding NB Authorisation is received
from the NBE before the earliest of:
2.1.1.1 the MCWP has expired;
2.1.1.2 the Banking Transaction is Declined by the Clerk; and
2.1.1.3 the Banking Transaction fails,
and no other Banking Transactions shall be included in the calculation set out in
paragraph 2.1.4.
For each Banking Transaction, Fujitsu Services shall record the time (for the
purposes of this paragraph 2.1 referred to as “T1”) which elapses between the
NB Request being generated at the relevant automated Counter Position, and
the corresponding NB Authorisation being received back at that Counter
Position.
For each Banking Transaction Fujitsu Services shall record the time (for the
purposes of this paragraph 2.1 referred to as “T2”) which elapses between the
NB Authorisation Agent generating each NB Request for routing to the NBE and
the corresponding NB Authorisation being received back from the NBE by the
NB Authorisation Agent.
Fujitsu Services shall calculate a value for “T” for each Banking Transaction as
follows:
T=71-T2.
The Service Level Targets are that:
2.1.5.1 the average T (“FixedTave”) for all Banking Transactions conducted in
Branches using Fixed Connections taken together, for the periods such
Fixed Connections are scheduled to be established, shall not exceed
<B1.1> seconds;
2.1.5.2 the average T (“ADSLTave”) for all Banking Transactions conducted in
Branches using ADSL Connections taken together, for the periods such
ADSL Connections are scheduled to be established, shall not exceed
<B1.2> seconds; and
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2.1.5.3
the average T (“DialledTave”) for all Banking Transactions conducted in
Branches using Dialled Connections taken together, for the periods in
which such Dialled Connections are scheduled to be used, shall not
exceed <B1.3> seconds.
2.1.6 The Additional Remedy Levels are that:
2.1.6.1
2.1.6.2
2.1.6.3
the average T (“Fixed Tave”) for all Banking Transactions conducted in
Branches using Fixed Connections taken together, for the periods such
Fixed Connections are scheduled to be established, shall not exceed 8
seconds;
the average T (“ADSL Tave”) for all Banking Transactions conducted in
Branches using ADSL Connections taken together, for the periods such
ADSL Connections are scheduled to be established, shall not exceed 9
seconds; and
the average T (“Dialled Tave”) for all Banking Transactions conducted in
Branches using Dialled Connections taken together, for the periods in
which such Dialled Connections are scheduled to be used, shall not
exceed 12 seconds.
Fujitsu Services shall use reasonable endeavours to ensure that for:
2.1.7.1
2.1.7.2
95% of Banking Transactions conducted in Branches:
° using Fixed Connections taken together, for the periods such
Fixed Connections are scheduled to be established, T shall not
exceed <B1.4> seconds;
. using ADSL Connections taken together, for the periods such
ADSL Connections are scheduled to be established, T shall not
exceed <B1.5> seconds; and
° using Dialled Connections taken together, for the periods in which
such Dialled Connections are schedules to be used, T shall not
exceed <B1.6> seconds;
99% of Banking Transactions conducted in Branches:
° using Fixed Connections taken together, for the period such
Fixed Connections are scheduled to be established, T shall not
exceed <B1.7> seconds;
° using ADSL Connections taken together, for the periods in which
such ADSL Connections are scheduled to be used, T shall not
exceed <B1.8> seconds; and
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° using Dialled Connections taken together, for the periods in which
such Dialled Connections are scheduled to be used, T shall not
exceed <B1.9> seconds.
The targets in this paragraph 2.1.7 are not Service Level Targets, ARLs or
LDTs and there are no remedies provided for in this Codified Agreement
applicable in the event of failure to achieve them.
2.2 NBS availability measures
2.2.1 Central Systems Availability
2.2.1.1 Subject to paragraph 2.2.1.2, Fujitsu Services shall record and/or
calculate the following:
(a) the number of Core NB System Faults which causes the NBS
not to be available in 20% or more of all Branches; and
(b) in respect of each Core NB System Fault, the average period of
time (“Average Branch Outage”) that the NBS is not available in
a Branch affected by that Core NB System Fault, as follows:
Average Branch Outage = A multiplied by B, where:
A= the period, excluding the first five minutes, that a Core NB
System Fault causes the NBS not to be available in any one or
more Branches;
B = the number of Branches where the NBS is not available as
a result of that Core NB System Fault expressed as a
proportion of the total number of Branches.
2.2.1.2 For the purposes of the recording and/or calculations referred to in
paragraph 2.2.1.1 of this Annex 3 which are to be used for the purposes
of paragraph 2.2.1.3 of this Annex 3:
(a) Core NB System Faults that cause the NBS not to be available
for 5 minutes or less; and
(b) all non-availability of the NBS due to any of the system
management activities referred to in paragraph 1.7 of this
Annex 3 or to any other system changes agreed by the Parties,
shall be excluded, and
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2.2.2
(c) Branches referred to in paragraph 2.2.1.1 of this Annex 3 are
those Branches where the NBS is required (subject to Clause
2.2) to be available.
2.2.1.3 The Service Level Targets in respect of each Availability Period is
dependent upon the duration of that period.
(a) If the Availability Period is between 6 and 12 months duration
the following table shall apply:
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Service Level Measure Service Service Level
Level Targets for Non
Targets for I NB Core Hours
NB Core
Hours
The number of Core NB System I <B2.1.1> <B2.1.2>
Faults which causes the NBS not to
be available in more than 20% of all
Branches shall not exceed:
The aggregate Average Branch I <B2.1.3> <B2.1.4> hours
Outage shall not exceed: hours
table shall apply:
(b) If the Availability Period is up to 6 months duration the following
Service Level Measure Service Service Level
Level Targets for Non
Targets for I NB Core Hours
NB Core
Hours
The number of Core NB System I <B2.2.1> <B2.2.2>
Faults which causes the NBS not to
be available in more than 20% of all
Branches shall not exceed:
The aggregate Average Branch I <B2.2.3> <B2.2.4> hours
Outage shall not exceed: hours.
Network Availability
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2.2.2.1 Fujitsu Services shall measure the time that each of the following
elements of the NBS communications network is available to support
the NBS as a proportion of the total time in each Availability Period
(“Network Availability’):
(a) the network communications between the Data Centres and the
switches used by Fujitsu Services (or Fujitsu Services’ sub-
contractor which operates that network) to:
(1) answer ISDN calls from Branches; or
(2) to convert asynchronous transfer mode (ATM)
communications from ADSL Branches into internet
protocol (IP) communications,
(the “Central Network’); and
(b) the network communication links between the Data Centres and
the NBE (the “NBE Network’).
For the purposes of measuring the time that the NBE Network is
available, periods when that network is closed down pursuant to the
provisions of the CCD entitled “Closure of NBE Link Procedure”
(CS/PRD/112)] or by agreement of the Parties shall be excluded.
2.2.2.2 The Service Level Target for the Central Network in each Availability
Period is that:
e Network Availability shall be greater than or equal to <B2.4.1> %.
2.2.2.3 The Service Level Target for the NBE Network in each Availability
Period is that:
e Network Availability shall be greater than or equal to <B2.4.2> %.
2.2.2.4 Fujitsu Services shall use reasonable endeavours to procure availability
(as a defined service level from the relevant Sub-contractor (currently
Energis Communications Limited)), at least as good as the Network
Availability SLT for the Central Network, for that part of the NBS
communications network between the switches referred to in paragraph
2.2.2.1(a) and the digital subscriber line access multiplexors (DSLAMs)
at the British Telecom local exchanges that handle the ADSL
communications from Branches. Having secured such Service Level,
Fujitsu Services and Post Office shall agree an amendment to this
Agreement to introduce an equivalent Service Level into this
Agreement.
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2.3 NBS reliability measures
2.3.1
2.3.3
For the purposes of this paragraph 2.3 and paragraph 3 of this Annex 3,
“Reliability” means the percentage of all NB Requests (other than NB Requests
for Transactions subsequently abandoned by the Clerk before a corresponding
Authorisation is received at the Counter Position) written to the local message
store at a Counter Position for which a corresponding NB Authorisation
indicating no failure has occurred in the Horizon Service Infrastructure is
received at that Counter Position before the MCWP has expired.
Fujitsu Services shall calculate Reliability.
The Service Level Targets are that for:
e Branches using Fixed Connections taken together, for the periods such
Fixed Connections are scheduled to be established, Reliability shall not be
less than <B3.1> %;
e Branches using ADSL Connections taken together, for the periods such
ADSL Connections are scheduled to be established, Reliability shall not be
less than <B3.2> %; and
e Branches using Dialled Connections taken together, for the periods in which such
Dialled Connections are scheduled to be used, Reliability shall not be less than
<B3.3> %.
The Additional Remedy Levels are that for:
e Branches using Fixed Connections taken together, for the periods such
Fixed Connections are scheduled to be established, Reliability shall not be
less than 95.00%;
« Branches using ADSL Connections taken together, for the periods such
ADSL Connections are scheduled to be established, Reliability shall not be
less than 95.00%; and
e Branches using Dialled Connections taken together, for the periods in which such
Dialled Connections are scheduled to be used, Reliability shall not be less than
90.00%.
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24 Data Reconciliation Service measures
2.41
2.4.2
Fujitsu Services shall measure the time taken to resolve each NB Priority
Exception, counting time within MSU Days only, as follows:
2.4.1.1 Where no Disputed Banking Transaction Notice has been received by
Fujitsu Services and a Banking Transaction 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), such
measurement shall commence at 0800 on the second MSU Day
following receipt by the DRSH of the corresponding C4 Confirmation or
D Message (as applicable).
2.4.1.2 Where a Disputed Banking Transaction Notice is received by Fujitsu
Services and a corresponding C4 Confirmation or D Message has been
received by the DRSH prior to the day of receipt of that Disputed
Banking Transaction Notice, such measurement shall commence at the
time of receipt of the Disputed Banking Transaction Notice (but not if
already commenced in accordance with (a) above, in which case (a)
shall apply).
2.4.1.3 Where a Disputed Banking Transaction Notice is received by Fujitsu
Services and a corresponding C4 Confirmation or D Message is
received by the DRSH on the same day as that Disputed Banking
Transaction Notice or on a subsequent day, such measurement shall
commence at 0800 on the next MSU Day following receipt of that C4
Confirmation or D Message (as applicable).
In each case above the NB Priority Exception shall be deemed resolved and
measurement shall stop at the time Fujitsu Services sends information to Post
Office sufficient to enable Post Office to settle that exception with the relevant Bank,
as described in the CCD entitled “Network Banking Reconciliation and Incident
Management” (NB/PRO/002).
In respect of each NB Priority Exception where Fujitsu Services requires:
2.4.2.1 information from, or access to a Branch; or
2.4.2.2 information from the NBE,
for that exception to be resolved, the following shall not count towards the time for
resolution of that exception:
2.4.2.3 the period, if any, during which Fujitsu Services is unable to contact (by
telephone or other method agreed by the Parties) the Branch in
question or the NBE in order to request that information or access,
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2.4.3
2.4.4
245
246
provided that Fujitsu Services has used reasonable endeavours to
make such contact; and
2.4.2.4 the period, if any, whilst Fujitsu Services waits for that information or
access to be provided by the Branch in question or the NBE, having
requested it, provided that Fujitsu Services has repeated such request
at reasonably frequent intervals.
The discounting of the periods described in 2.4.2.3 and 2.4.2.4 above shall be
subject to Fujitsu Services providing reports to Post Office setting out the reasons
for discounting any such periods from the resolution time for a NB Priority Exception
and the duration of such periods.
In respect of each Disputed Banking Transaction Notice, Fujitsu Services shall
continue to check on each MSU Day following that notice whether a
corresponding C4 Confirmation or D Message has been received until either a
Customer Critical Exception arises and is resolved or Fujitsu Services and Post
Office agree alternative action.
For the purposes of paragraph 2.4 of this Annex 3:
2.4.4.1 “day” means a period running for 24 hours from 00:00; and
2.4.4.2 a C4 Confirmation or D Message received on a day by the DRSH after
21:30 on that day shall be deemed to have been received the next day.
The Service Level Target set out in paragraph 2.4.6 of this Annex 3 shall apply
in respect of:
2.4.5.1 all Customer Critical Exceptions; and
2.4.5.2 the first 500 NB Priority Exceptions (other than Customer Critical
Exceptions) occurring on each day (excluding those described in
paragraph 2.4.5.3),
but shall not apply in respect of
2.4.5.3 NB Priority Exceptions (other than Customer Critical Exceptions) arising
from a common cause, in each case where the number of NB Priority
Exceptions arising from such common cause is greater than 100.
The Service Level Target is that:
e the resolution time (measured in accordance with paragraphs 2.4.1 and 2.4.2 of
this Annex 3) for <B4.1> % of the NB Priority Exceptions specified in paragraph
2.4.5 of this Schedule 15 shall not exceed 8 hours.
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3. REMEDIES
3.1 Liquidated Damages.
3.1.4
The liquidated damages payable by Fujitsu Services shall be based on a series
of measurements, accumulated over a range of Services. This Schedule
specifies the contribution made by the NBS.
In respect of each Service Level Measurement Period the liquidated damages
payable by Fujitsu Services for failures to achieve the SLTs set out in
paragraphs 2.1.5 and 2.3.3 of this Annex 3 shall equal:
3.1.2.1 the sum of Remedies(Time) and Remedies(Reliability) as referred to in
paragraphs 3.3 and 3.5 of this Annex 3 respectively for that period; less
3.1.2.2 the amount recoverable under paragraph 3.1.7.1 as liquidated
damages for any failures of the ARLs corresponding to those SLTs.
In respect of each Availability Period the liquidated damages payable by Fujitsu
Services under this Annex 3 shall equal the sum of Remedies(Availability1) and
Remedies(Availability2) as referred to in paragraph 3.4 for that period.
In addition to the sums referred to in paragraphs 3.1.2 and 3.1.3 of this Annex 3
Fujitsu Services shall also pay liquidated damages calculated as set out in
paragraph 4 of this Annex 3.
The total cumulative sums payable by Fujitsu Services under this paragraph 3
of this Annex 3 shall not exceed £2,000,000 (two million pounds) per Financial
Year and the aggregate limit on Fujitsu Services' liability set out in Clause
32.2.3 shall apply to any sums paid by Fujitsu Services under this paragraph 3
of this Annex 3.
Liquidated damages shall never be payable by Post Office under this Annex 3
and if the result of a calculation under paragraphs 3.1.2, 3.1.3 or 4 is negative,
Fujitsu Services shall not be obliged to pay liquidated damages in respect of
that Service Level Measurement Period or Availability Period (as the case may
be) and the negative sum shall be disregarded and not set off against liquidated
damages payable by Fujitsu Services in respect of future Service Level
Measurement Periods or Availability Periods.
If Fujitsu Services fails to achieve an ARL specified in paragraphs 2.1.6 or 2.3.4
of this Annex 3 in a Service Level Measurement Period, Post Office shall be
entitled to recover in respect of that failure the greater of:
3.1.7.1 liquidated damages equal to the sum of Remedies(Time) and
Remedies(Reliability) as referred to in paragraphs 3.3 and 3.5 of this
Annex 3 for that period, substituting, in making that calculation, the
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figures in the second column in the following table with the figures in
the third column:
Term as defined in I Figure in Substitute
paragraph 3.2 below I defined term I figure
FixedC(NBS) 4 8
DialledC(NBS) 8 12
ADSLC(NBS) 5 9
F 99 95
D 97 90
A 99 95
and
3.1.7.2 Post Office Additional Costs.
3.2 Definitions
In this paragraph 3.2 of this Annex 3, the following expressions shall have the following
meanings:
FixedT(NBS)
DialledT(NBS)
ADSLT(NBS)
FixedC(NBS)
Dialledc(NBS)
ADSLC(NBS)
Reliability
The total number of Banking Transactions carried out using a
Fixed Connection in the relevant Service Level Measurement
Period.
The total number of Banking Transactions carried out using a
Dialled Connection in the relevant Service Level Measurement
Period.
The total number of Banking Transactions carried out using a
ADSL Connection in the relevant Service Level Measurement
Period.
FixedT(NBS) multiplied by (Fixed Tave - 4).
DialledT(NBS) multiplied by (Dialled Tave - 8).
ADSLT(NBS) multiplied by (ADSLTave - 5).
Reliability in Branches using Dialled Connections taken
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(Dialled)
Reliability (Fixed)
Reliability (ADSL)
F
D
A
Counter
Transaction Time
v
T(D)
TW)
T(B)
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together, for the periods such Dialled Connections are
scheduled to be used.
Reliability in Branches using Fixed Connections taken together,
for the periods such Fixed Connections are scheduled to be
established.
Reliability in Branches using ADSL Connections taken together,
for the periods such ADSL Connections are scheduled to be
established.
99 — Reliability (Fixed) divided by 100.
97 - Reliability (Dialled) divided by 100.
99 — Reliability (ADSL) divided by 100.
30 Seconds.
Aggregate Average Branch Outage (NB Core Hours) — SLT
Average Branch Outage (NB Core Hours), or zero if the result
of that calculation is negative.
Total NB Core Hours in the Availability Period.
H - SLT Average Branch Outage (NB Core Hours).
Total number of Cash Deposit Banking Transactions.
Total number of Non-CAPO cash Withdrawal Banking
Transactions + Total number of Non-CAPO Cash Withdrawal
with Balance Banking Transactions.
Total number of Non-CAPO Balance Enquiry Banking
Transactions.
3.3 NB Request and NB Authorisation transmission times
3.3.1. The formula for calculating liquidated damages for excess NB Request and NB
Authorisation transmission time shall be as follows:
Remedies(Time) = {Fixed C(NBS) + Dialled C(NBS) + ADSL C(NBS)} x 0.81
pence.
3.3.2 The result of the calculation of Remedies(Time) may be a negative value.
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3.4 NBS Availability
3.5
3.6
3.4.1. The formulae for calculating liquidated damages for non-availability of the NBS
shall be as follows:
3.4.1.1 Remedies(Availability1) = {T(D) + T (W) x 0.8 + T(B)} x {V/A} x £0.30
3.4.1.2 Remedies(Availability2) = {Number of Core NB System faults (Non-NB
Core Hours) - Service Level Targets Core NB System Faults (Non-NB
Core Hours)) x £2,000.
3.4.2 If the result of the calculation of Remedies(Availability2) is negative, a value of
zero shall be substituted as the value of Remedies(Availability2).
NBS Reliability
3.5.1. The formula for calculating liquidated damages for NBS reliability failures shall
be as follows:
Remedies(Reliability) = {F x FixedT(NBS) + D x DialledT(NBS) + A x
ADSLT(NBS)} x Counter Transaction Time x 0.81 pence
3.5.2 The result of the calculation of Remedies(Reliability) may be a negative value.
Other Service Levels
Without prejudice to paragraph 3.6.8.6 of the CCD entitled “Data Errors / Not Data
Errors - Contractual Defintions” (CS/SER/017), liquidated damages shall not be payable
by Fujitsu Services in respect of any failures to achieve the Service Level Targets
described in paragraph 2.4 of this Annex 3.
MIS BANK ANALYSIS REPORT
If the “MIS Bank Analysis Report’ which Fujitsu Services is obliged to provide under
the CCD entitled “Management Information Service: Service Definition” (CS/SER/015) is
not provided once a week electronically using “Business Objects” software (or such
other software as may be agreed by the parties in writing from time to time) within one
(1) working day after the end of the period covered by the Report or such later time as
Post Office may specify then Fujitsu Services shall pay to Post Office liquidated
damages calculated as follows:
Remedies (MIS Bank Analysis Report) = (number of Transactions on report in
question/1,000,000) x (number of working days report is late x£55).
There shall be no Service Level Targets or ARLs in respect of the delivery of the MIS
Bank Analysis Report.
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5.1
5.2
5.3
5.4
PART B - DEBIT CARD SERVICE LEVELS AND REMEDIES
Payment File Delivery
Fujitsu Services’ obligations regarding transmission of Payment Files (as that term is
defined in the CCD entitled “DC MoP Functional Description” (EF/SER/001)) to the MA
shall be as specified in the CCD entitled “DC MoP Functional Description”
(EF/SER/001). In the event that an attempt to transmit a Payment File to the MA in
accordance with that CCD fails then those provisions shall be supplemented by
paragraph 5.2.
Where Fujitsu Services attempts to transmit a Payment File to the MA and the attempt
is unsuccessful Fujitsu Services shall be required to make one further attempt to
transmit that file to the MA on that day. If such further attempt fails, Fujitsu Services
shall report the same to the Technical Service Desk. Thereafter, Fujitsu Services shall
provide such assistance and co-operation as set out in the Working Document entitled
“DC Operational Level Agreement” for the purposes of procuring the transmission of
that Payment File to the MA as soon as reasonably practicable.
In the event that the process specified in paragraph 5.2 above has been followed by
Fujitsu Services, no payment of liquidated damages (as specified in paragraph 5.4
below) will be payable by Fujitsu Services due to the relevant Payment File not reaching
the MA.
Subject to paragraph 5.3 above, in the event that a Payment File is not received by the
MA by the time specified for such in the CCD entitled “Horizon Streamline Application
Interface Specification” (EF/IFS/002) on the day after creation of the Payment File,
liquidated damages will be payable by Fujitsu Services to Post Office, by Fujitsu
Services issuing Post Office with a credit note, as soon as reasonably practicable
following the day on which the MA receives the Payment File. Such liquidated damages
(to be applied by way of credit) will be calculated in accordance with the following
formula:
Liquidated damages per Payment File not received as stated above (£) =
{(X x Y)/365} x Z where:
X = __ the value (pounds sterling) of the relevant Payment File;
Y= the figure (expressed as a percentage) representing the base rate of Barclays
Bank Plc (prevailing on the day the Payment File is required to be delivered (as
specified in the CCD entitled “Horizon Streamline Application Interface
Specification ” (ER/IFS/002)) plus 3 per cent.; and
z= the number of days from and including the date after creation of the Payment
File until and including the day on which the MA receives the Payment File.
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6. Debit Card Exceptions
61 For the purposes of this paragraph 6:
6.1.1 "BIMS Report” means a Business Incident Management Report as defined in
the CCD entitled “Network Banking Reconciliation and Incident Management”
(NB/PRO/002). Each BIMS Report shall identify one DC Exception only;
6.1.2 “DC Exception” means a DC Transaction which is in system state category
number 1 or 6, as set out in the CCD entitled “Network Banking End to End
Reconciliation Reporting” (CS/SPE/011);
6.1.3. “DC Exception Reimbursement” means a DC Exception classified as such by
Fujitsu Services in the relevant BIMS Report;
6.1.4 “DC Transaction Value” means the transaction value (in pounds sterling) of the
relevant DC Exception;
6.1.5 “Measurement Period Expiry Date” means the date falling 6 months after the
date on which the Debit Card Conditions are satisfied in respect of the first
location in which Debit Card is to be introduced; and
6.1.6 “Relevant Data” has the meaning give to that term in paragraph 6.3 below.
6.2 In the event a DC Exception arises solely as a result of the acts or omissions of Fujitsu
Services, Fujitsu Services shall send to Post Office a BIMS Report in accordance with
the CCD entitled “Network Banking Reconciliation and Incident Management”
(NB/PRO/002).
6.3 Fujitsu Services shall include in the BIMS Report submitted pursuant to paragraph 6.2
above the Merchant ID, the Card Number, Transaction Amount, Transaction Code and
Transaction Date for the DC Exception in question. In addition, save in respect of each
DC Exception Reimbursement (in which case the provisions of paragraph 6.6 below
shall apply), Fujitsu Services shall use reasonable endeavours to obtain from the
relevant Branch the following data (the “Relevant Data”) (for inclusion in the relevant
BIMS Report) from the Receipt for the DC Exception in question:
6.3.1 Issue Number (to the extent that the Issue Number is required by the card
scheme issuer for manual settlement (as confirmed in the CCD entitled
“Network Banking Reconciliation and Incident Management” (NB/PRO/002)));
and
6.3.2 Expiry Date.
6.4 Fujitsu Services’ obligation to obtain the Relevant Data as specified in paragraph 6.3
above shall cease in the event that:
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6.5
6.6
67
6.8
6.4.1 Fujitsu Services has been notified by the NBSC of the closure of the Branch; or
6.4.2 upon contacting the Branch, the information cannot be obtained (including,
without limitation, where the Receipt either does not exist, is damaged or the
information is illegible).
The detailed process for attempting to contact the Branch and attempting to obtain the
Relevant Data shall be documented in the CCD entitled “Network Banking
Reconciliation and Incident Management” (NB/PRO/002).
In respect of each DC Exception (other than a DC Exception Reimbursement), in the
event that:
6.5.1 Fujitsu Services fails to provide the Relevant Data;
6.5.2 the circumstances specified in sub-paragraphs 6.4.1 or 6.4.2 above have not
arisen; and
6.5.3 Post Office itself obtains the Relevant Data directly from the Branch,
Fujitsu Services shall pay Post Office the sum of £278.57 (representing Post Office's
costs of obtaining the Relevant Data and effecting manual settlement).
In respect of each DC Exception Reimbursement, Fujitsu Services shall pay to Post
Office an amount equal to the sum of the DC Transaction Value and £98.56.
Save where paragraph 6.5 applies (in which event the provisions of this paragraph 6.7
shall not apply), for each DC Exception (other than a DC Exception Reimbursement)
Fujitsu Services shall (provided manual settlement has been effected) pay to Post Office
the lesser of (i) £98.56 and (ii) the sum specified from time to time in the CCD entitled
“Network Banking Reconciliation and Incident Management” (NB/PRO/002) in respect
of Post Office's costs of effecting manual settlement.
Save in respect of a DC Exception Reimbursement, in the event that:
6.8.1 due solely to the acts or omissions of Fujitsu Services the BIMS Report referred
to in paragraph 6.2 is not delivered to Post Office within the time period (for the
purposes of avoiding “charge backs”) specified in the CCD entitled “Network
Banking Reconciliation and Incident Management” (NB/PRO/002) or the BIMS.
Report is delivered within that time period but it does not include the Relevant
Data in circumstances where Fujitsu Services is in Default of its obligation in
paragraph 6.3 above to obtain such Relevant Data or a payment is required to
be made to Post Office pursuant to paragraph 6.5 above; and
6.8.2 the Merchant Acquirer does not reimburse Post Office the DC Transaction
Value,
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6.9
Fujitsu Services will reimburse Post Office the DC Transaction Value.
In the event that Fujitsu Services fails to deliver the BIMS Report on time pursuant to
paragraph 6.2 above or the BIMS Report is delivered on time but it does not include the
Relevant Data in circumstances where Fujitsu Services is in Default of its obligation in
paragraph 6.3 above to obtain such Relevant Data or a payment is required to be made
to Post Office pursuant to paragraph 6.5 above, it shall pay to Post Office liquidated
damages. The liquidated damages shall be calculated in accordance with the following
formula:
Liquidated damages (£) = (N x TV x Y) / 365
where:
N= the number of MSU Days, including the day the BIMS Report was due for delivery
pursuant to paragraph 6.2 above, that the BIMS Report is delivered late;
TV = the DC Transaction Value; and
Y= the figure (expressed as a percentage) representing the base rate of Barclays
Bank Plc (prevailing on the day the BIMS Report was due for delivery (as
specified in the CCD entitled “Network Banking Reconciliation and Incident
Management” (NB/PRO/002)) plus 3 per cent.
Post Office shall not be entitled to liquidated damages or any other right or remedy
provided for under this Agreement in respect of any failure by Fujitsu Services to
achieve its obligations specified in this paragraph 6 until expiry of the Measurement
Period Expiry Date, and Fujitsu Services' performance in respect of those obligations
before the Measurement Period Expiry Date shall be disregarded for the purposes of
assessment of liquidated damages and any other rights or remedies provided for under
this the Agreement which may be due to Post Office after that date.
The Parties acknowledge that the fundamental commercial assumptions underlying the
provisions of this paragraph 6 are that (i) the total number of DC Exceptions in any
calendar month shall not exceed 100 and (ii) the total number of DC Exception
Reimbursements in any calendar month shall not exceed 20. Accordingly, the Parties
agree that should these assumptions prove to be incorrect they shall review and in good
faith negotiate appropriate amendments to the provisions of this paragraph 6.
Debit Card Conditions
For the avoidance of doubt, the provisions of paragraph 5 and 6 above shall not apply
until the Debit Card Conditions have been satisfied in respect of the first location in
which Debit Card is to be introduced.
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ANNEX 4 TO SCHEDULE 15 - MISCELLANEOUS SERVICES
24
22
IMPLEMENTATION - SERVICE LEVEL AGREEMENTS: INSTALLATION OF
SERVICE INFRASTRUCTURE
General principles for creating Service Levels for each Implementation are set out in
paragraph 6.2.2 of Schedule 23.
DATA ERRORS AND EXCEPTIONS
Interpretation
Terms and expressions defined in the CCD entitled “Data Errors / Not Data Errors —
Contractual Definitions” (CS/SER/017) shall have the same meaning where used in this
paragraph 2 of Annex 4 to Schedule 15.
Fujitsu Services undertakes to use all reasonable endeavours to ensure that in at least
<DE1.1> % of instances:
2.2.1 the delay between the occurrence of a Data Error (or in the case of a Data Error
detected after the transmission of the relevant record, its detection) and (a) the
issue of a Manual Error Report in respect thereof to Post Office or (b)
transmission of the Repaired Transaction Data or (without prejudice to
paragraph 3.6.6.4 of the CCD entitled “Data Errors / Not Data Errors —
Contractual Definitions” (CS/SER/017)) Repaired Cash Account to Post Office
over the TIP interface; or
2.2.2 the delay between discovery of a Not Data Error and the issue of a report to
Post Office in relation thereto under paragraph 3.6.7 of the CCD entitled “Data
Errors / Not Data Errors — Contractual Definitions” (CS/SER/017),
shall not exceed five working days.
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ANNEX 5 TO SCHEDULE 15 - VOLUMETRIC LIMITS]
Service
Volumetric Limit
Relevant Period
Affected Service
Levels
Reconciliation
100 exceptions
Per day
Annex 4 paragraph
Services 2
Horizon Financial I Limit Per calendar month Annex 1 paragraph
System Help I Year 3.2
4 (Branch
Desk Service
originated
Incidents
recorded at
the Help
Desk)
02/03 13000 Per calendar month
03/04 13000 Per calendar month
04/05 13000 Per calendar month
05/06 12750 Per calendar month
06/07 12500 Per calendar month
07/08 12250 Per calendar month
08/09 12000 Per calendar month
09/10 11750 Per calendar month
Technical 120 TSD Calls Per calendar month Annex 1 paragraph
Services Desk 3.3
Engineer Financial I Limit Per calendar month Annex 1 paragraph
Services Year (Site 2 and 3.1
Visits)
02/03 4000 Per calendar month
03/04 3925 Per calendar month
04/05 3850 Per calendar month
05/06 3875 Per calendar month
06/07 3900 Per calendar month
07/08 4000 Per calendar month
08/09 4075 Per calendar month
09/10 4175 Per calendar month
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SCHEDULE 17
INFRASTRUCTURE
Version History
1.0 31/12/02 Agreed version.
3.0 05/11/03 Baseline copy of 1.1
3.4 30/01/04 Applying CCN 1114a
3.2 09/06/04 Applying CCN 1114a
3.3 07/07/04 Applying CCN 1130
3.4 28/07/04 Applying CCN 1131b
4.0 26/08/04 Baseline copy of 3.4
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SCHEDULE 17
INFRASTRUCTURE
41. INTRODUCTION
441 This Schedule 17 provides an overview of the Horizon Service Infrastructure and the
21
2.2
2.3
3.1
3.2
Infrastructure Services that Fujitsu Services shall provide to Post Office in order to
deliver the Applications and thereby provide the Services.
The Horizon Service Infrastructure comprises the:
1.2.1 Branch Infrastructure;
1.2.2 Central Infrastructure; and
1.2.3 Telecommunications Infrastructure.
The Infrastructure Services provide the functions and capabilities of the Horizon Service
Infrastructure (used to deliver the Applications) and comprise the OPS and the TMS.
BRANCH INFRASTRUCTURE
Fujitsu Services shall, subject in each case to the limits in Annex A to Schedule 10,
provide equipment as specified in any of the CCD entitled “Counter Hardware Design
Specification” and the CCD entitled “Introduction of Mobile Configuration” (CR/SPE/025)
in all Branches and any other Post Office authorised location (the “Initial Branch
Infrastructure”).
Changes to the locations and numbers of sets of such equipment requested by Post
Office shall be carried out by Fujitsu Services in accordance with the process defined in
the CCD entitled “ICL Pathway/POL Interface Agreement for Operational Business
Change — Branch” (CS/IFS/003).
Save as may be agreed under the Change Control Procedure, the use of gateway
configurations as 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.
CENTRAL INFRASTRUCTURE
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) contains an
inventory of the hardware and software to be used to provide the host and network
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3.3
3.4
3.5
3.6
37
41
42
facilities of the Horizon Service Infrastructure and located in the Data Centres as at
Acceptance of CSR+.
Fujitsu Services shall, within 2 weeks after NBS Acceptance and again within 2 weeks
after commencement of phase 2 (as described and set out in the CCD entitled "Horizon
New Service Business Volumes" (PA/PER/033)), if Post Office exercises its option set
out in that CCD to commence that phase, update the CSR Asset Register to include the
hardware and software to be used to provide the host and network facilities of the NBS
and Debit Card Application elements of the Horizon Service Infrastructure.
Throughout the term of this Agreement, Fujitsu Services shall maintain hardware and
software in relation to the Horizon Service Infrastructure providing, as a whole,
equivalent capability to those listed in the CCD entitled “Core System Release Asset
Register” (CS/REP/045) (as updated in accordance with paragraph 3.3). Such
hardware and software shall constitute the “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 3.4, 3.5 and 3.6
(unless agreed otherwise under the Change Control Procedure).
TELECOMMUNICATIONS INFRASTRUCTURE
The Telecommunications Infrastructure shall use one of the following communications
access methods between the Branch Infrastructure and the Data Centres:
4.1.1 Integrated Services Digital Network (ISDN);
4.1.2 Integrated Satellite Business Network (ISBN), generally referred to as VSAT
(Very Small Aperture Terminal);
4.1.3 Public Switch Telephone Network (PSTN) as part of the data recovery service;
4.1.4 Asymmetric Digital Subscriber Line (ADSL); or
4.1.5 frame relay.
The 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 Application specified in Schedule 18.
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43
5.1
5.2
Fujitsu Services shall be responsible for provision of, security of, and management of
the communications link between the Data Centres and the NBE (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:
4.3.1. provision of a suitable physical operating environment for Fujitsu Services’
equipment used for or in connection with the communications link including the
following:
4.3.1.1 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
4.3.1.2 provision of environmental conditions as reasonably required by Fujitsu
Services.
4.3.2 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.
TECHNOLOGY REFRESH
No change shall be made to the specification of Equipment to be used within the Branch
Infrastructure without prior approval by Post Office.
For the purposes of this paragraph 5:
“Equipment Event (Spares)” means the reductions in the number of items of Branch
Equipment required to release additional maintenance spares as defined in Annex A to
Schedule 10 does not take place;
“Equipment Event (MTBF)” means the reliability (as measured by “mean time between
failures”) of any item of Equipment across the Branch Infrastructure declining by more
than thirty per cent (30%) between the Amendment Date and 31 March 2010;
“Equipment Event” means either an Equipment Event (Spares) or an Equipment Event
(MTBF);
“Revised Service Plan” means a plan involving a combination of adjustments to Service
Levels, Charges, obligations and responsibilities (including any new obligations)
reasonable necessary for the continued performance of Services under this Agreement
in circumstances where an Equipment Event has occurred or it is likely that an
Equipment Event will occur; and
“Technology Refresh” means replacement of any or all of the Equipment in the Branch
Infrastructure with equivalent equipment.
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5.3
5.4
5.5
Fujitsu Services shall:
5.3.1. monitor the Equipment and assess on an on-going basis, for consideration by
the Service Management Forum, the occurrence or likely future occurrence of
Equipment Events; and
5.3.2 notify Post Office that an Equipment Event has occurred or is likely to occur
before this Agreement terminates in accordance with Clause 34 and accordingly
that:
5.3.2.1 a Technology Refresh is required;
5.3.2.2 a Revised Service Plan needs to be agreed; or
5.3.2.3 in the case of Equipment Event (Spares), that additional Counter
Positions need to be decommissioned to make available sufficient
spares,
to avoid, compensate for, or negate (as the case may be) the occurrence of an
Equipment Event.
Following notification in accordance with paragraph 5.3.2 above, Post Office shall:
5.4.1 carry out an appropriate Technology Refresh at Post Office's expense; or
5.4.2 seek to agree the Revised Service Plan (which shall be proposed by Fujitsu
Services) under the Hard Change Control Procedure; or
5.4.3. ensure that the required number of Counter Positions are decommissioned to
make available sufficient spares,
in order to avoid or negate the occurrence of the Equipment Event.
If an Equipment Event occurs, until such time as the Technology Refresh, Revised
Service Plan or decommissioning of Counter Position described in paragraph 5.4 is
completed or agreed (as appropriate), Fujitsu Services shall:
5.5.1 not be obliged to achieve any Service Level (SLT, LDT or ARL) or pay liquidated
damages in respect 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 Equipment Event having occurred; and
5.5.2 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
Equipment Event having occurred. Fujitsu Services shall use all reasonable
endeavours to mitigate the amounts payable in accordance with this paragraph
and shall provide a statement of such increased direct costs and expenses
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incurred for approval by Post Office, such approval not to be unreasonably
withheld.
5.6 The Equipment used within the Horizon Service 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.
6. OFFICE PLATFORM SERVICE
6.1 Purpose
This Section 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 Applications to operate in accordance with the functionality
described in Schedule 18.
6.2 Overview
6.2.1
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
10.
Two categories of Counter Position configurations shall be provided:
6.2.2.1 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
6.2.2.2 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
10.
6.3 General Service Description
6.3.1
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
6.3.2.1 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).
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6.3.3
6.3.2.2 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 2.
Equipment Environmental Considerations
All Equipment used to provide OPS shall comply with the Equipment
environmental considerations laid down in Schedule 2.
Continued Support_of Operating Systems, Middleware and 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
6.3.6.1 Fujitsu Services shall provide Horizon Service Infrastructure appropriate
for each Branch.
6.3.6.2 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 10, where requested by Post Office.
6.3.6.3 In each Branch, at each Counter Position PC, OPS shall comprise
Equipment as specified in the CCD entitled "Counter Hardware Design
Specification". The capabilities of this equipment shall comply with the
manufacturers specification.
6.3.6.4 Fujitsu Services shall ensure that all automated Counter Positions shall
have the capability to support the use of PIN Pads (PPRO10).
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.
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6.4 Availability
6.4.1
6.4.2
User access to OPS
6.4.1.1
6.4.1.2
6.4.1.3
6.4.1.4
6.4.1.5
6.4.2.1
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 shall be controlled by a mechanism conforming
to the CCD entitled "Horizon OPS 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 OPS 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 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 toa
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 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 operate on a logically consistent set of
data which will not be affected by any concurrent counter transactions.
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65 Peripherals
6.5.1 Horizon Service Infrastructure - OPS: Peripheral and input devices Equipment
66
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
6.5.2.1 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.
6.5.2.2 The Counter Position PC shall have the capability of having at least four
(4) 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
6.6.1
Security of data and audit trail for OPS
6.6.1.1 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
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;
(c) unique Transaction ID;
(d) date;
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6.6.1.2
6.6.1.3
6.6.1.4
6.6.1.5
6.6.1.6
(e) time;
(f) User ID;
(g) Application; and
(h) 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 occur
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 8.2.4.2 (in a single Counter Position Branch).
The operating system supporting the OPS shall provide assurance of
access control and data integrity functions.
OPS Secure Suspension
6.6.2.1
6.6.2.2
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:
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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
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.
6.6.2.3 Should the User who initiated the suspension be unable to re-activate
the facility, the following actions may be taken:
(a)
(b)
(c)
(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;
the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by
entering his own User name password;
once the Counter Position PC has logged-out any authorised
User may then use that Counter Position PC; and
all the above Events shall be written to the journal.
6.6.2.4 The facility shall allow the User to resume work with the minimum delay
consistent with achieving security in accordance with the provisions
hereof.
6.6.3 Inactivity Time-out
6.6.3.1 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.
6.6.3.2 Should the User be unable to re-activate the facility, the following
actions may be taken:
(a)
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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;
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6.6.3.3
(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
(d) 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.
6.6.4 Encryption Key Management
6.6.4.1
6.6.4.2
6.6.4.3
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 6.6.4.3 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.
6.6.5 Horizon OPS Style Guide
Any Post Office Service to be offered via the OPS shall be provided in accordance
with the CCD entitled “Horizon OPS 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 OPS
Style Guide” (SD/STD/001).
7. TRANSACTION MANAGEMENT SERVICE
7A Purpose
This Section details the functions and capabilities provided by the TMS that shall be
supplied by Fujitsu Services.
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7.2 Overview
7.24
The TMS shall provide the interworking between the Branches and the Data
Centres using the 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 7.4.1.
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
Post Office Client Services, and Post Office Services.
7.3 General Attributes
7.3.1
7.3.3
Scalability
7.3.1.1 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).
7.3.1.2 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 Schedules 16 and 18.
Data Integrity
7.3.2.1 An 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.
7.3.2.2 Data transfers shall be capable of being despatched as:
(a) immediate;
(b) background / trickle fed; and
(c) time deferred.
Exclusivity.
7.3.3.1 No computer system shall be connected to the Central Infrastructure or
to those elements of the Telecommunications Infrastructure which are
employed exclusively in the provision of the Infrastructure Services
without the approval of Post Office.
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7.3.3.2 Fujitsu Services shall maintain a register of computer systems with
which such connections are allowed.
7.3.3.3 The Central Infrastructure and 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.
7.3.3.4 The identity of any computer system with which a link is to be
established shall be authenticated.
7.3.3.5 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 NBE and the rejection is due to a failure of the
NBE or between TMS and the MA and the rejection is due to a failure of
the MA.
74 General Service description
7.4.1 Interface support
7.4.1.1 TMS shall interface with each instance of OPS within each Branch.
7.4.1.2 Fujitsu Services shall support the interfaces between the Horizon
Service Infrastructure and the following:
(a) ESNCS;
(b) NBE;
(c) Merchant Acquirer;
(d) e-pay;
(e) those AP Clients listed as “POL” in the spreadsheet associated
with the CCD entitled “AP Client List” (including, without
limitation, the DVLA On-Line link”); and
(f) Post Office systems connected in accordance with the CCD
entitled “Pathway to Post Office Technical Interface
Specification” (TIV/IFS/008).
7.4.1.3 The development and implementation of the interfaces specified in
paragraph 7.4.1.2 shall principally take the form of TMS Agents which
act upon Transactions originated within the Branches, and the Central
Infrastructure which receives Transactions or data from Post Office,
Client systems, Merchant Acquirer or e-pay.
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7.4.1.4 The TMS Agents described in paragraph 7.4.1.3 shall support the
transfer of data between OPS and TMS within a Branch, or between
TMS and the 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).
7.4.1.5 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.
7.4.2 Data delivery
7.4.2.1 TMS shall provide for the distribution and collection of both file and
record level data to and from the OPS.
7.4.2.2 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.
7.4.2.3 Large data transfers shall be capable of being delivered in the same
order as sent.
7.4.3 File Operations
7.4.3.1 The Central Infrastructure shall support the transfer of files between the
data centres and computer systems which are attached to the Horizon
Service Infrastructure.
7.4.3.2 The Central Infrastructure shall provide a file distribution function which
shall be responsible for transfer, monitoring and retry of files.
7.4.3.3 The Central Infrastructure shall support the following functions, without
limitation:
(a) triggering of transfers;
(b) reporting of transfer failures and retry of these transfers;
(c) verifying that file transfers are to/from pre-defined computer
systems in the register referred to in paragraph 7.3.3.2.
7.4.4 File Processing
7.4.4.1 Data file processing shall be provided by the Central Infrastructure,
optionally supported by TMS Agents. Conventional file processing
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74.5
74.6
facilities shall be provided as required by the 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;
(d) reformatting of the contents of a data file;
(e) generation of control totals;
(f) reconciliation of control totals; and
(g) production of reports, financial and other summaries.
Data Transfer Methods
7.4.5.1 The Central Infrastructure will support the automatic collection and
delivery of data files to/from Post Office or Client systems.
7.4.5.2 The interfaces between the Data Centres and Post Office or Client
systems shall support real and delayed time initiation of activities.
7.4.5.3 The 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.
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).
8. GENERAL INFRASTRUCTURE SERVICES REQUIREMENTS
8.1 Introduction
This section contains characteristics common to both the OPS and TMS Infrastructure
Services.
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8.2 Links from OPS to TMS
8.2.1
8.2.2
General
8.2.1.1
8.2.1.2
8.2.1.3
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.
Data Replication
8.2.2.1
8.2.2.2
8.2.2.3
8.2.2.4
8.2.2.5
8.2.2.6
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
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.
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.
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8.2.3
Data Integrity
8.2.3.1
8.2.3.2
8.2.3.3
8.2.3.4
8.2.3.5
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 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 shall 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.
Recovery
8.2.4.1
8.2.4.2
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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8.3 PIN Pad Firmware Distribution
Fujitsu Services shall provide and maintain firmware distribution facilities from the
applicable date specified in the NB Project Plan to ensure the distribution of firmware
from the Data Centres to PIN Pads. The facility shall meet the software control
requirements of ISOP 9564.
8.4 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.
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SCHEDULE 18
APPLICATION MANAGEMENT
Version History
1.0 31/12/02 Agreed version.
3.0 05/11/03 Baseline copy of 1.2
3.1 29/01/04 Applying CCN 1115, CCN
1114a
3.2 09/06/04 Applying CCN 1115, CCN
1114a
3.3 21/06/04 Applying CCN 1122, CCN
1116
3.4 30/06/04 Applying CCN 1116
3.5 26/07/04 Applying CCN 1131b
3.6 19/08/04 Correcting Anomalies to CCN
1131b
4.0 26/08/04 Baseline copy of 3.6
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SCHEDULE 18
APPLICATION MANAGEMENT
41. INTRODUCTION
141 This Schedule records and specifies the Applications used by Fujitsu Services to
21
provide the Services to Post Office.
Fujitsu Services shall operate and maintain each Application listed in paragraphs 2 and
4 below in accordance with the terms of this Agreement, the relevant specifications for
each Application as set out in this Schedule, all CCDs relevant to an Application as
referred to in this Schedule and all Service Levels relevant to an Application as set out
in Schedule 15 to this Agreement.
Fujitsu Services will be invited to bid for future developments to Applications in
accordance with the terms of Schedule 20.
The functionality and interfaces of each Application are defined in the CCDs indicated to
relate to an Application in the column headed “Application” in Table A below and the
CCDs indicated to relate to that Application in the CCD entitled “Contract Controlled and
Referenced Document List” (BP/SPE/026).
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 8.8 of Schedule 10.
HIGH LEVEL DESCRIPTION OF EXISTING APPLICATIONS
EPOSS
2.1.1. EPOSS is an electronic point of sale service application which provides the
following functions:
2.1.1.1 on all 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
(c) a framework within which other applications can be invoked to
support specialised Transactions within a Customer Session;
2.1.1.2 to Users within Branches including:
(a) stock balancing;
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22
(b) Branch cash accounting;
(c) production of Client summaries; and
(d) User administration tasks;
2.1.1.3 transfer of data to Post Office systems and services outside the Horizon
Service Infrastructure; and
2.1.1.4 management information reporting.
EPOSS is implemented with the following major functional components:
2.1.2.1 EPOSS running on every Counter Position;
2.1.2.2 TMS Agent applications running on the Data Centre servers; and
2.1.2.3 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, summarisation and forwarding by the host database application.
Cash, cheque and voucher methods of payment are handied by EPOSS. For
payment using a debit card, EPOSS (from the settlement menu) initiates Debit
Card to obtain authorisation of payment.
APS
APS is 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.
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:
2.2.2.1 product selection mechanisms using picklists;
2.2.2.2 a range of data capture and validation routines;
2.2.2.3 access to the PAF Facility, DVLA POME and such other specific
external applications as the Parties may agree under the Hard Change
Control Procedure; and
2.2.2.4 the use of print templates in support of customised receipt and slip print
layouts.
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2.2.4
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 1.3 (or
any subsequent version thereof agreed through the Change Control
Procedure).
APS supports the following range of Tokens conforming to the standards in the
relevant CCDs:
2.2.3.1 magnetic stripe cards;
2.2.3.2 bar coded documents; and
2.2.3.3 Smart Tokens comprising:
(a) Quantum token;
(b) Watercard token;
(c) SPM (no longer in active use); and
(d) 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.
2.2.5 APS is implemented with the following major functional components:
2.2.5.1 APS running on every Counter Position;
2.2.5.2 APS Agents running on Data Centre servers;
2.2.5.3 host database application in the Data Centre; and
2.2.5.4 file transfer capabilities provided by the Central Infrastructure.
2.2.6 As referred to in paragraph 2.2.2.3 above, 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
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2.2.7
2.28
2.2.9
2.2.10
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
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,
summarisation 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 APS Transactions which support them conform to the relevant AP Client
Specification, which in turn references the CCD entitled “POCL Automated
Payments Generic Rules” (BC/DOC/014) and appropriate Token Technology
Specification(s). Data is transferred to AP Clients in accordance with the
appropriate Application Interface Specification. 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 Application Interface Specification specified in the CCD
entitled “Contract Controlled and Referenced Document List” (BP/SPE/026).
This data will be distributed to APS.
Post Office will be responsible for:
2.2.10.1 the design and development of new AP Transactions that use the
AP-ADC Facility;
2.2.10.2 (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
2.2.10.3 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.
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23 OBCS
2.3.1. The OBCS application provides various functions mainly associated with the
2.3.5
use of bar-coded order books in Branches by Customers who are in receipt of
various, typically long-term, benefits (e.g. child benefit and retirement pension).
These functions centre around the receipt and use of notices which direct the
Counter Clerk to impound an order book with or without payment.
OBCS receives and processes stop list data received from computer systems
operated by DWP. OBCS makes this information available at Branches to:
2.3.2.1 check the order book status on receipt at the Branch;
2.3.2.2 check the order book status on issue to a Customer;
2.3.2.3 record the redirection of an order book if it has been sent to the wrong
Branch; and
2.3.2.4 determine whether a payment should not be made or should be
restricted in some form.
OBCS accumulates the results of all OBCS Transactions from each Branch
during the day, collates these Transactions, and despatches them to the DWP.
systems in the manner specified in the CCD entitled “DSS Client Interface
Specification \ OBCS” (BP/SPE/031).
OBCS is implemented with the following major functional components:
2.3.4.1 OBCS running on every Counter Position;
2.3.4.2 OBCS Agents running on Data Centre servers;
2.3.4.3 host database application in the Data Centre; and
2.3.4.4 file transfer capabilities provided by the Central Infrastructure.
OBCS handles interaction with bar-coded order books and maintains a record
of Customers who have previously carried out OBCS Transactions at that
Branch. It also passes transaction data to EPOSS for incorporation into a
Customer Session. OBCS transaction records are replicated by Riposte to the
message stores on NT file services in the Data Centres. OBCS Agents extract,
summarise and reformat data from these message stores to be copied to host
database files for further processing and forwarding to DWP systems.
A national database of stop payment statuses is held centrally at the Data
Centres in a host database, derived from data received from DWP. OBCS
obtains status information for customers not known to OBCS at that Branch by
exchanging messages with this central database.
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24 LES
2.4.1. The LFS application provides an interface between Branches and the Post
Office’s Advanced Distribution System (SAP/ADS) and is at all Branches.
2.4.2 LFS captures data from Branches for onward transmission to SAP/ADS. Such
data includes cash and Stock declarations, outward Remittances including
confirmation of SAP/ADS Pouch collection and confirmation of SAP/ADS Pouch
receipt at the Branch.
2.4.3 LFS transmits planned orders, replenishment deliveries and advice notes,
created by SAPADS, to Branches.
2.4.4 LFS includes the following functional components:
2.4.4.1 LFS Branch application. This is present on all Counter Positions at all
Branches. It provides:
(a)
(c)
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.
2.4.4.2 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:
2.4.5.1 LFS running on every Counter Position;
2.4.5.2 LFS Agents running on Data Centre servers;
2.4.5.3 host database application in the Data Centre; and
2.4.5.4 file transfer capabilities provided by the Central Infrastructure.
25 Message Broadcast
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.
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2.5.2
26
Zz
io
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2.6.2
MBS comprises:
2.5.2.1 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); and
2.5.2.2 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.
MBS is implemented with the following major functional components:
2.5.3.1 MBS running on every Counter Position; and
2.5.3.2 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 by a card swipe (or input of card details) while in serve customer
mode other than at the settlement menu. The following Transaction types are
supported:
2.6.1.1 cash deposit;
2.6.1.2 cash withdrawal;
2.6.1.3 balance enquiry;
2.6.1.4 withdraw limit;
2.6.1.5 change of PIN at PIN Pad; and
2.6.1.6 Cheque Deposit.
NBS has the following functional components:
2.6.2.1 NBS manages reading of data from magnetic stripe bank cards,
presentation of screen dialogues to the User and User data input, input
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2.6.3
of PIN numbers by customers, and printing of receipts. It also
integrates the banking Transactions into an EPOSS Customer Session.
NBS writes data to the Riposte message store, including “immediate”
messages to initiate message exchange with the Network Banking
Engine (“NBE”), and onwards to financial institutions’ systems;
2.6.2.2 NBS Agent applications run on NT servers at the Data Centres. Such
servers harvest relevant “immediate” and standard messages.
Messages between the Counter Position and the NBE are brokered by
the Agent application. Standard messages are harvested by the Agents
and summarised and forwarded to the Reconciliation Application; and
2.6.2.3 The Reconciliation Application as used by NBS other Application
receives data from the NBS Agents and from the NBE and prepares
reports reconciling these data streams and identifying reconciliation
exceptions for investigation and corrective action.
NBS is to be deployed in accordance with the requirements set out in Schedule
24.
27 Reference Data Management Application
2.7.4
2.7.3
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/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:
2.7.2.1 for products, “ICL Pathway/Post Office Interface Agreement for
Operational Business Change - Product” (CS/PRD/058); and
2.7.2.2 for Branches, “ICL Pathway/Post Office Interface Agreement for
Operational Business Change - Branch” (CS/IFS/003).
Reference Data Management Application is implemented with the following
major functional components:
2.7.3.1 Reference Data Management Agents running on Data Centre servers;
2.7.3.2 host database application in the Data Centre; and
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2.7.3.3 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 Horizon Service
Infrastructure.
Reference Data Management Application provides data used by all the other
Initial Applications and has the potential to extend this to additional Applications
running on the Horizon Service Infrastructure.
Reference Data Management Application shall check Reference Data
consistency and report exceptions.
28 Audit Facilities
2.8.1
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, as set out in
Schedule 3.
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 7 years.
Data within the commercial audit trail will be retained for 7 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 Reconciliation Facilities
2.9.1
2.9.2
The 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 and
details contained in the Branches Cash Accounts.
The 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 Reconciliation
facilities will be supported by the processes specified in the set of CCDs
referenced under “Reconciliation” for a particular Application in the CCD entitled
“Contract Controlled and Referenced Document List “ (BP/SPE/026).
2.10 Debit Card
2.10.1 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 by a card swipe (or input of card details)
when EPOSS is at the settlement menu. The following Transaction types are
supported:
2.10.1.1
2.10.1.2
2.10.1.3
Debit Card purchase;
Debit Card refund; and
Explicit Reversal (as defined in the CCD entitled “Debit Card
MoP Functional Specification” (EF/SER/001)).
2.10.2 Debit Card has the following functional components:
2.10.2.1
2.10.2.2
Debit Card manages reading of data from magnetic stripe debit
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”
messages to initiate message exchange with the Data Centre,
and onwards to the Merchant Acquirer; and
The Debit Card Agents run on NT 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 Application.
3. ADDING NEW APPLICATIONS
3.1 As a new application is to be added the following actions shall be completed:
3.1.1. a high-level description of the application shall be incorporated into paragraph 4
of this Schedule;
3.1.2 the relevant Schedules to this Agreement shall be updated to record the new
application, including:
3.1.2.1 Schedule 1 (Interpretation);
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3.1.2.2 Schedule 15 (Service Levels and Remedies);
3.1.2.3 Schedule 16 (Post Office Responsibilities);
3.1.2.4 this Schedule 18 (Application Management), and
other Schedules to this Agreement as relevant.
3.1.3 the following CCDs shall be created and referenced from the table contained in
paragraph 5 of this Schedule:
3.1.3.1 Application definition;
3.1.3.2 interface specifications;
3.1.3.3 HCI specifications;
3.1.3.4 reference data requirements (as relevant); and
3.1.3.5 Fujitsu Services and Post Office operational procedures (as relevant).
ADDITIONAL APPLICATIONS
This paragraph will include brief descriptions of each new application.
Mails Application
Mails is a postal acceptance application designed to fully automate the service selection
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 will replace the current 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:
4.1.4.1 Mails Application running on every Counter Position;
4.1.4.2 Data Centre support for Reference Data subscription groups;
4.1.4.3 Mails agents (for Reference Data distribution) running on the Data Centre
servers; and
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4.2.1
4.2.2
4.1.4.4 File transfer facilities supported by the existing Horizon Service Infrastructure.
Mails supports the following postal acceptance functionality:
4.1.5.1 Mails includes the Clients, their products and services as defined by Mails
Reference Data.
4.1.5.2 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).
4.1.5.3 Mails can be customised by Mails Reference Data.
4.1.5.4 Mails prints postage labels and receipts as defined in the CCD entitled “Horizon
OPS Reports and Receipts —- Pathway Horizon Office Platform Service”
(SD/DES/005)
4.1.5.5 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.
4.1.5.6 Mails 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.
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:-
4.2.1.1. the purchase of a card based Topup product;
4.2.1.2 the purchase of card based PIN product;
4.2.1.3 the purchase of a PIN/e-voucher product;
4.2.1.4 the refund of a card based Transaction; and
4.2.1.5 the refund of a PIN/e-voucher Transaction.
The ETU Application has the following functional components:
4.2.2.1 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;
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4.3.1
4.3.2
4.2.2.2 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.
4.2.2.3 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.
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 following major features.
4.3.2.1 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.
4.3.2.2 Extension of EPOSS counter functionality to support, depending on
Bureau Type, for:
(a) buying currency and travellers’ cheques;
(b) selling currency and travellers’ cheques;
(c) remitting currency and travellers’ cheques for sale (but not travellers’
cheques redeemed) into and out of Branches
(d) transferring currency and travellers’ cheques for sale (but not travellers’
cheques redeemed) between Stock Units;
(e) revaluing currency to reflect changes in spot rates; and
(f) declaring the quantities of bureau stock on hand.
LIST OF RELATED DOCUMENTS
Table A below lists those CCDs which provide a high level technical/functional overview
of each Application. The CCDs listed in Table B below supplement that Table and relate
to more than one Application. Further details of each Application can be found in those
CCDs which are indicated to relate to that Application in the CCD entitled “Contract
Controlled and Referenced Document List” (BP/SPE/026).
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6.
7A
7.2
7.3
74
SADD
A more detailed specification of those existing Applications described in paragraph 2
(other than NBS and Debit Card) is contained in the SADD. Fujitsu Services shall use
reasonable endeavours to update the SADD to reflect the introduction of the NBS by the
date 3 months after NBS Acceptance and shall in any event do so by the date 6 months
after NBS Acceptance. Fujitsu Services shall only be required to make any other
updates to the SADD as may be agreed by the Parties pursuant to the Change Control
Procedure.
PAF FACILITY
The PAF Facility is a generic facility based on QAS Software. Itis not an Application
itself, but may be invoked by a PAF Calling Application.
The function of the PAF Facility is to:
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 an interface 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 ithas 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
57.5 being subject to this provision in this instance):
7.4.2.1 a fault in the QAS Software; or
7.4.2.2 a failure of the PAF Facility or any PAF Calling Application caused by a
fault in the QAS Software,
shall not, of itself, constitute a Default by Fujitsu Services.
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76
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 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 Ltd (its successors and assigns) is provided to Fujitsu
Services to support the implementation of the PAF Facility.”
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Table A
Administration
(BP/SPE/033)
EPOSS - Debit Card Method of Payment I Debit Card MOP Functional Specification
(EF/SER/001)
Bureau Bureau Definition
(BP/SPE/043)
APS APS Definition
(BP/SPE/038)
ETU ETU Definition
(BP/SPE/044)
OBCS OBCS Definition
(BP/SPE/039)
LFS LFS Definition
(BP/SPE/037)
Mails 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 Audit Trail Functional Specification
(CR/FSP/006)
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Table B
Security Functional Specification RS/FSP/001
Service Architecture Design Document CR/FSO/004
ICL Pathway Core Systems Release PA/STR/013
Plus Contents Description
(This CCD does not apply to NBS)
Supplement to Addendum B of ICL. PA/STR/014
Pathway Core System Release Plus
Contents
(This CCD does not apply to NBS)
Horizon OPS Reports and Receipts - SD/DES/005
Pathway Horizon Office Platform
Services
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SCHEDULE 19
OPERATIONAL SERVICES
Version History
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Version No. Date Comments
1.0 31/12/02 Agreed version.
14 19/07/04 Applying CCN 1133
1.2 19/08/04 Correcting Anomalies to CCN 1131b
4.0 26/08/04 Baseline copy of 1.2
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24
SCHEDULE 19
OPERATIONAL SERVICES
INTRODUCTION
This Schedule 19 sets out the Operational Services that shall be performed by Fujitsu
Services.
The three tables in paragraph 2 of this Schedule together set out the Services
comprised in the Operational Services. Table A contains the Operational Services
corresponding to the Operational Charges Table in Schedule 10. Table B contains the
Operational Business Change Services in respect of which additional Charges are
payable when such Services are ordered under paragraph 8 of Schedule 10. Table C
contains other Operational Services, the Charges for which are not individually itemised
in the Operational Charges Table, but are included in the Charges for the Services
referred to in the Operational Charges Table.
The tables in paragraph 2 of this Schedule set out for each Service comprised in the
Operational Services:
1.3.1. the name of the Operational Service;
1.3.2 the CCD(s) containing the Operational Service description in accordance with
which that Service shall be performed; and
1.3.3. abrief description of the Operational Service and information (where necessary)
relevant to the Charges.
SERVICES
Table A: Operational Services in Operational Charges Table in Schedule 10
Operational CCD/Schedule Brief Service Description
Service title and
reference
Horizon Systems I Horizon Systems I The provision of first and second line
Help Desk Helpdesk: Service I support to Post Office Branches and other
Service Description designated groups through the provision of
a support desk function.
(CS/SER/002)
Charge included within the Help Desk
Service line in the Operational Charges
Table in Schedule 10.
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Technical Service
Desk
Technical
Services Desk:
Service
Description
(CS/PRO/148)
The service provides a single point of
contact for network banking domains
(including those involved in Debit Card)
reporting the occurrence of technical
incidents and problems with banking
services.
Charge included within the Help Desk
Service line in the Operational Charges
Table in Schedule 10.
Engineer Service
Engineer Support:
Service comprises an on-site replacement
Business Change
—Branch (pre-paid
element)
Business Change
Branch CCDs
Service or repair service for broken or faulty
Description equipment at Branches together with
associated back-up, support and
(CS/SER/005) administrative functions.
Operational Operational Acollection of services which can be
procured by Post Office in relation to
changes the Horizon hardware
configuration in Post Office locations.
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.
Data Centre
Service
Service for managing the central operating
Operations Description for infrastructure and data communications
Service Data Centre network.
Operations
Service
(CS/SER/007)
Network Service Schedule 17 Provision of network infrastructure.
Operational network management and
supplier management of Energis included
within Data Centre Operations Service and
Service Management Service.
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Systems Service Event management and software
Management Description for distribution services.
Service Systems
Management
Service
(CS/SER/008)
Product Support N/A Services related to software licences.
Service
Reference Data
Fujitsu Services
Service for the management of Reference
Management (Pathway) Data.
Service Ltd/Post Office
Ltd Interface
Agreement for
Operational
Business Change
— Product
(CS/PRD/058)
Third Line Service Service for the diagnosis of new software
Software Support I Description for incidents occurring in Branches and the
Service Third Line data centre.
Software Support
Service
(CS/SER/009)
Management Management The service provides a mechanism for the
Information Information reporting and publishing of Fujitsu Services’
Service Service: Service achievement of Service Levels and targets.
Description The service also provides data for the
settlement of liquidated damages, and
(CS/SER/015) provides a vehicle for the request of
information regarding data captured on the
Horizon Service Infrastructure.
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Transaction Transaction The service defines a benchmarked
Benchmarking Benchmark standard in respect of system components
Service Service: Service for individual Transactions or an aggregated
Description time for nominated Transactions across
each of the Services.
(CS/SER/010)
Charges included in Management
Information Service line in the Operational
Charges Table in Schedule 10.
Service Service The objectives of the service are to monitor,
Management Management manage and maintain the delivery of the
Service Service: Service Operational Services using the Applications
Description and to report on the same to the Service
Management Forum.
(CS/SER/014)
Reconciliation
Reconciliation
This service provides end-to-end
Service Service CCDs reconciliation and incident management
procedures required to investigate, report
and resolve reconciliation and business
incidents. This includes the Network
Banking Reconciliation & Incident
Management procedures which shall
commence from the start of NB Pilot (Soft
Launch).
Security Security This service provides a wide range of
Management Management security related activities required for ISO
Service Services 17799 compliance.
(CS/SER/016)
22 Table B: Operational
Business Change Services
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Operational CCD title and Brief Service Description
Business reference
Change Services
Operational Operational Acollection of services which can be
Business Change I Business Change I procured by Post Office in relation to
- Branch Branch CCDs changes to the Horizon hardware
configuration in Post Office locations.
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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.
Message Message The service enables Post Office to
Broadcast Service I Broadcast: communicate directly with Branches for the
Service purpose of issuing instructions, advice, or
Description information urgently.
(CS/SER/004)
AP Business AP Business
Change Services
Change CCDs
Client Take-On Service (CS/SER/011)
Service for the provision of amendments to
APS Clients and Tokens.
AP Client Delivery Agreement Change
Service (CS/SER/012.
Service that provides Post Office with the
facility to request changes to the delivery
agreement for a live APS Client-for instance
to change the days of the week when files
are to be delivered to the APS Client.
AP Client File Re-send Service
CS/SER/013
Service that provides Post Office with the
facility to request that APS Client Transaction
files are re-sent.
AP Client Ad-hoc Service (CS/SER/020)
Service that provides Post Office with the
facility to request a one-time service in
support of an APS Client.
Horizon Icon
Service
Icon Business
Change CCDs
Service for the provision of new Icons.
23 Table C: Other Operational Services
Operational CCD/Schedule title Brief Service Description
Service and reference
Capacity Horizon Capacity Service to manage the capacity of the
Management Management and Horizon Service Infrastructure.
Service Business Volumes
(PA/PER/033)
Additional Paragraph 8.9 of Service to provide Post Office with a
EPOSS Data means by which a number of item
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Capture Schedule 10 Additional Fields can be associated with
Service an EPOSS product during a customer
session.
Counter Paragraph 8.8 of Service to upgrade software in the Post
Training Schedule 10 & the Office estate of training and
Service CCD titled Counter demonstration counter positions.
Training Offices
Strategy (IM/STR/056)
3. STRUCTURE OF SERVICE DESCRIPTIONS
3.1 If new Operational Services are introduced under the Change Control Procedure these
will be added to the relevant table in paragraph 2 of this Schedule 19 and CCD(s) shall
be produced in relation to such new services that contain at least the following
information:
3.1.1 description of the service;
3.1.2 service principles to be followed;
3.1.3 detailed service definition;
3.1.4 service availability;
3.1.5 reference to associated Service Levels and limits;
3.1.6 dependencies and Post Office responsibilities (if any); and
3.1.7 associated documentation.
3.2 If Post Office fails to perform any of the responsibilities and/or obligations imposed on it
by the CCDs referred to in the tables of paragraph 2 of this Schedule 19, then Fujitsu
Services shall be released from performing any of its obligations, to the extent that such
performance depends on those Post Office responsibilities and/or obligations being
performed.
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SCHEDULE 20
DEVELOPMENT SERVICES
Version History
1.0 31/12/02 Agreed version.
2.0 06/08/03 Baseline copy of Version 1.1 following Contract Anomalies
3.0 05/11/03 Baseline copy of 2.5
3.4 07/07/04 —_I Applying CCN 1130
3.2 19/07/04 Applying CCN 1130
4.0 26/08/04 Baseline copy of 3.2
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SCHEDULE 20
DEVELOPMENT SERVICES
41. INTRODUCTION
441 This Schedule 20 deals with Development Services as more specifically defined in
241
paragraph 2 below.
Development Services consist on the one hand of SI Support Services and on the other
hand of various services which are to be ordered through Work Orders.
This Schedule 20 sets out the Post Office's and Fujitsu Services’ agreed approach to
contracting for and resourcing Work Packages.
This Schedule does not deal with (and the Development Services do not include):
1.4.1 except as described in paragraph 2.1.2.4, the implementation of Branch
Hardware which is dealt with under Schedule 23; or
1.4.2 the subsequent operation of developed Applications and implemented Systems
which are dealt with under Schedule 19.
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 Packages
in accordance with the process referred to in paragraphs 5 to 7 below.
It is the intention of both Parties that the most suitable procurement method shall be
used as the basis for contracting an individual Work Package.
DEVELOPMENT SERVICES
The following Services are referred to together as “Development Services”:
2.1.1 Sl Support Services (including Fourth Line Support and Fujitsu Services’
internal re-architecting projects).
2.1.2 Services which may be procured by Post Office as follows:
2.1.2.1 Professional Services
Professional services comprising the provision of consultancy and
technical advice by appropriately skilled Fujitsu Services personnel on a
T&M basis 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
paragraphs 2.1.2.2 to 2.1.2.4 below.
2.1.2.2 Software Development
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3.1
Software development involves:
(a) Application development, being the design, development,
evaluation, tailoring/configuration, testing and validation, of
application software; and
(b) infrastructure software development, being the design,
development, evaluation, tailoring/configuration, testing and
validation, of infrastructure software.
2.1.2.3 Systems Integration
Systems Integration involves:
(a) the selection and integration of components and the testing of
those components as part of an end to end suite of systems;
and
(b) the implementation of infrastructure and software upgrades to
the Central Infrastructure = and = Telecommunications
Infrastructure to support any new services operating end-to-end
as defined by Post Office requirements in the relevant Work
Order.
2.1.2.4 Hardware Impact Assessment and Implementation Support (together
"Systems Implementation") as described under Schedule 23 but
procured under this Schedule 20.
Current Development Services
Current Development Services include additional functionality ordered by Post
Office prior to 1 January 2003 and which is being developed by Fujitsu
Services, including NBS and Debit Card.
APPLICATION DEVELOPMENT AND PROCUREMENT
Procurement principles
3.1.1
Where Post Office requires additional functionality to be integrated within the
Horizon Service Infrastructure, it will, wherever practicable and cost effective
(and subject to paragraph 3.2.2) provide such functionality by procuring
standard Applications from Fujitsu Services or a third party software provider in
preference to carrying out bespoke software development.
Where standard Applications are not available or not suitable, Post Office may:
3.1.2.1 procure a bespoke Application from a third party; or
3.1.2.2 procure a bespoke Application from Fujitsu Services.
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3.2 Procurement from a third party
41
4.2
3.2.1
If Post Office procures a standard or bespoke Application from a third party it
may require that such Application is integrated into the Horizon Service
Infrastructure by Fujitsu Services.
The selection and deployment of any third party standard Applications or third
party bespoke Applications is subject to joint:
3.2.2.1 verification of the Application’s technical compatibility and ability to
interface with the Horizon Service Infrastructure;
3.2.2.2 assessment of the impact on the Horizon Service Infrastructure
(including the costs of implementation) and the Operational Services
(including the Service Levels and any limitations on liability);
3.2.2.3 review of the availability of suitable support capability; and
3.2.2.4 assessment against Post Office IT and business strategies,
by Post Office and Fujitsu Services.
The verification, assessment and review activities referred to in paragraph 3.2.2
shall be subject to a Work Order.
The commercial and contractual relationship between the Post Office, Fujitsu
Services and any third party Application 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 into the Horizon Service 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.
SYSTEMS INTEGRATION AND SYSTEMS IMPLEMENTATION
Fujitsu Services shall, throughout the term of this Agreement, be the exclusive provider
to Post Office of Systems Integration and Systems Implementation services relating to
the Horizon Service Infrastructure as at 1 January 2003 and any replacement thereof
with similar functionality.
The terms on which Fujitsu Services supplies the services referred to in paragraph 4.1
shall be set out in one or more Work Orders in accordance with the process referred to
in paragraphs 5 to 8 of this Schedule.
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4.3
5.1
5.2
5.3
5.4
5.5
5.6
5.7
Where Systems Integration or Systems Implementation services are required in
connection with work:
4.3.1. which does not use any components of the Horizon Service Infrastructure; or
4.3.2 where such of the Systems Integration services which do use components of
the Horizon Service Infrastructure have been included in a Work Order placed
with Fujitsu Services,
Post Office shall appoint a party to provide such Systems Integration or Systems
Implementation services on a case by case basis and may carry out such work itself.
CONTRACTING FOR DEVELOPMENT SERVICES
SI Support Services and Current Development Services are provided under the terms of
this Agreement and are paid for through the Charges.
Development Services which fall within paragraph 2.1.2 must be ordered as Work
Orders. The basis for development resource planning of Work Packages shall be the
Development Process Stages (as such term is defined in paragraph 5.7). Each
Development Process Stage shall be the subject of one or more Work Packages. A
Work Package may cover:
5.2.1 all or part of a single Development Process Stage; or
5.2.2 all or parts of two or more consecutive Development Process Stages.
Post Office shall use all reasonable endeavours to arrange its ordering of Work Orders
such that workload is smoothed within each Financial Year of the term of this Agreement
and Fujitsu Services shall not unreasonably refuse to agree to Work Orders.
Except in the case of Development Services to be provided under paragraph 3.2.4,
where Development Services are to be provided under the terms of this Agreement the
terms of the relevant Work Order will be determined in accordance with one of the
IS Landscape ("ISL") approaches set out in paragraph 5.6.
The ISL is a generic approach to joint working between the Post Office and suppliers
(including Fujitsu Services) in relation to development services to support the solution
life cycle.
The ISL proposes two different development approaches:
5.6.1 Competitive ISL, which is described in paragraph 7; and
5.6.2 Joint Working ISL, which is described in paragraph 8.
Fujitsu Services and Post Office shall operate a standard development (“Development
Process”) for Development Services procured by Post Office from Fujitsu Services
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6.1
6.2
7A
7.2
under this Agreement. The Development Process is made up of six key stages (each
key stage being a “Development Process Stage”). The first two Development Process
Stages are common to both Competitive ISL and Joint Working ISL and are described in
paragraph 6.1. The third, fourth, fifth and sixth Development Process Stages are only
relevant to Joint Working ISL and are described in paragraph 8.4.
COMMON ISL
The following Development Process Stages will be led by Post Office who may procure
professional services from Fujitsu Services to support the work done in the relevant
Development Process Stage. These Development Process Stages will be common to
both Competitive ISL and Joint Working ISL and will normally be completed before Post
Office makes its decision as to whether any further Development Process Stages shall
be conducted as Joint Working ISL or Competitive ISL.
6.1.1. Strategic Approval Stage, which defines the strategic and architectural
framework within which the IS changes are to be developed and delivered.
6.1.2 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
on the indicative cost range for the provision of a potential solution, to assist
Post Office in making an informed decision on:
6.1.2.1 the business case for proceeding to later stages of the Development
Process; and
6.1.2.2 sourcing of solution components.
A key objective of Common ISL is to provide sufficient information to Post Office such
that it can make an informed decision about the procurement approach to the next
stages of the Development Process in respect of a project as a whole and of each
solution component. The Parties shall consider jointly the procurement options by
reference to Schedule 23, paragraph 8.9 of this Schedule 20 and paragraph 6.2.2 of
Schedule 10 before a decision is made by Post Office on whether it will adopt
Competitive ISL or Joint Working ISL for the later Development Process Stages.
COMPETITIVE ISL
Where the development approach chosen by Post Office is Competitive ISL, the terms
on which any Development Services are provided by Fujitsu Services will be determined
through a competitive process. Post Office shall specify the requirements and
processes to be applied to such competitive procurement, dividing the tasks into Work
Packages and Fujitsu Services shall not unreasonably be refused an opportunity to
compete for each of the Work Packages by Post Office.
Post Office shall, with assistance from Fujitsu Services in relation to those Development
Process Stages awarded to Fujitsu Services under Competitive ISL, plan the stages
involved in such 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 Fujitsu Services
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7.3
74
8.1
8.2
8.3
shall be aware whether work undertaken in the current Development Process Stage
shall be followed by a competitive procurement in the next stage.
Competitive ISL cannot be used as the procurement process for those Development
Services to which Fujitsu Services has exclusive rights under paragraph 4.1.
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 6.2 of Schedule 10.
JOINT WORKING ISL
Joint Working ISL is a process involving overlapping stages of work enabling greater
sharing and inter-action between Post Office and Fujitsu Services, and thereby faster
time to market, than under the Competitive ISL approach. There will, however, still be a
need for clear decision points between each stage to enable contro! of the overall
process.
The principles applicable to Joint Working between Post Office and Fujitsu Services are
as follows:
8.2.1 clear contro! for each Development Process 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;
8.2.2 business control of Work Packages shall be established in accordance with the
governance principles set out in Schedules 4 and 9 and each large Work
Package will have a senior management sponsor within both Fujitsu Services
and Post Office; and
8.2.3 ISL related responsibilities shall be clearly identified and assigned to specific
individuals in Fujitsu Services or Post Office.
The Parties shall structure and operate the Joint Working ISL in order, so far as is
reasonably practical, to:
8.3.1. support quicker time to market, and minimise both the overall number of
development processes requiring sign-off and the number of steps required to
achieve such sign-off;
8.3.2 promote consistency, simplicity and clarity in both the development approach
and format of ISL deliverables;
8.3.3 consider the full solution life cycle, including post development and delivery
back-end functions such as Service Management;
8.3.4 operate in accordance with the governance framework described in Schedule 4;
and
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8.4
8.5
8.6
87
8.3.5 reduce cost in the overall development process, in line with best practice and
the value for money assurances referred to in Schedule 11.
For Joint Working ISL, the Development Process will include the following key stages
(in addition to the two Development Process Stages described in paragraph 6.1):
8.4.1 Requirements Analysis Stage, in which production of a full specification of the
requirements and Work Packages is led by Post Office to form the basis for
solution specification and any subsequent contract for development,
implementation, acceptance and operational work.
8.4.2 Solution Specification Stage, in which Fujitsu Services produces (i) a Design
Proposal setting out the proposed solution in response to the Post Office's Work
Package requirements and (ii) Commercial Terms detailing the price and
contractual terms applicable to the subsequent stages of Development Process
Stages and any operational stage.
8.4.3 Solution Build and Test Stage, in which Fujitsu Services undertakes the
development, integration and testing of the solution Work Package up to, and
including, its acceptance by Post Office.
8.4.4 Implementation Stage, in which Fujitsu Services undertakes system and
software rollout into the live environment (any necessary Branch Hardware
Implementation having been carried out in accordance with Schedule 23),
together with related planning and change management, up to acceptance of
the solution into live service.
The Parties will operate the Development Process to maximise continuity between
Development Process Stages and to overlap Development Process Stages where
practical, particularly, but not limited to, overlap between the Requirements Analysis
Stage and Solution Specification Stage.
Any Development Process Stages which may be contracted for on the basis of
Competitive ISL, in accordance with the principles referred to in paragraph 7 of this
Schedule 20, shall be clearly identified as such by Post Office prior to the Requirements
Analysis Stage.
In default of agreement to the contrary:
8.7.1 Post Office shall be responsible for managing the Development Process Stages
referred to in paragraphs 6.1.1, 6.1.2 and 8.4.1, although Post Office may
procure Professional Services from Fujitsu Services to support these activities;
8.7.2 Fujitsu Services shall be responsible for managing the Development Process
Stages referred to in paragraphs 8.4.2, 8.4.3 and 8.4.4, (except for any aspects
of the Implementation Stage which are performed by a third party in accordance
with the provisions of Schedule 23); and
8.7.3 Post Office shall be responsible for Post Office related business implementation
aspects of the Implementation Stage.
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8.8
Where any work related to a Development Process Stage is to be undertaken by Fujitsu
Services, it shall be initiated by a Work Order.
8.9 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 Element (each a
“Subcontract Work Package Element”) which could be carried out by
third parties under Fujitsu Services’ management. Where this option
is considered, Fujitsu Services will identify any liability, performance,
reliability or other potential service implications of such option and the
terms to be incorporated into a subcontract for such work.
Where Fujitsu Services undertakes work falling within the Development Process Stages
referred to in paragraphs 8.4.2, 8.4.3 and 8.4.4 under the Joint Working ISL the
following development documentation shall be produced for the purposes of those
stages:
8.10.1
8.10.2
8.10.3
a Conceptual Design which incorporates the Post Office's business and
technical requirements and which defines the Work Packages required. If the
Conceptual Design is produced by Post Office it will be owned, subject to
Clause 13.17.2 by Post Office. If the Conceptual Design is produced by Fujitsu
Services as Developed Documentation:
8.10.1.1 ownership of the Intellectual Property Rights in that Conceptual
Design shall be as set out in Clause 13.15; and
8.10.1.2 subject to paragraph 8.10.1.1, to facilitate Post Office's ownership of
such intellectual Property Rights and so far as reasonably practicable
given the subject matter of that Conceptual Design, Fujitsu Services
will not incorporate into the Conceptual Design any pre-existing
material in which the Intellectual Property Rights are owned by the
Fujitsu Services Group and, if so requested by Post Office, shall
remove any such material prior to acceptance by post Office of that
Conceptual Design.
a Design Proposal owned by Fujitsu Services which sets out Fujitsu Services’
proposed solution design; and
Commercial Terms, produced by Fujitsu Services, which will specify the costs,
contractual conditions, including any Post Office responsibilities, and any
exceptions to or qualifications in respect of the Post Office Work Package
requirements specified within the Conceptual Design.
The Parties shall set out the approach to and general format, content and level of detail
of both the Conceptual Design and the Design Proposal in a CCD to be agreed between
the Parties by 31 March 2003. The following high-level principles shall form the basis of
such document:
8.11.1
Post Office shall:
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8.12
8.11.1.1
8.114.1.2
8.11.1.3
8.11.1.4
8.11.15
8.11.1.6
provide Fujitsu Services with reasonable access to informed and
empowered business users and clients early in the Development
Process to enable Fujitsu Services to obtain proper business
understanding of the function/ cost trade offs early in the Process;
Not Used;
use reasonable endeavours to promote continuity of work flow;
synchronise Post Office business approval processes with
Development Process Stage checkpoints;
provide that, so far as is commercially acceptable to Post Office,
each Development Process Stage will continue into the start of the
next Development Process Stage whilst next stage approvals are
being procured (the aim of this requirement being to eliminate
programme stop/start and hence provide for continuity of
resourcing);
in principle, limit number of iterations around requirements definition
to no more than three.
Documentation requirements shall be confined to those commissioned by Post Office
and those otherwise required by Fujitsu Services for its own purposes.
8.12.1 With respect to documentation commissioned by Post Office:
8.12.11
8.12.1.2
8.12.13
Post Office shall ensure that there shall be a single review group
which reviews each draft concurrently;
in principle, there shall be no more than two comment cycles; and
Post Office shall consolidate its comments under an informed
sponsor.
8.12.2 The following documentation shall be removed from the maintained set:
8.12.21
8.12.2.2
8.12.2.3
8.12.2.4
GAPI;
PPDs (following update for NBS);
SADD (following update for NBS); and
all other CCDs not included in the Core Document Set.
The Parties shall set out their agreement on the new processes to apply to testing in a
CCD to be agreed between the Parties by 31st August 2003. The following high-level
principles shall form the basis of such new processes:
8.13.1. The acceptance process shall be streamlined. In this regard:
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8.13.1.1 all requirements on which acceptance of the solution will depend will
be accompanied by specified and objective acceptance criteria
within the Conceptual Design;
8.13.1.2_ Acceptance planning and preparation shall be carried out by the
Parties jointly;
8.13.1.3 Post Office shall rely on tests carried out by Fujitsu Services alone or
by Fujitsu Services and Post Office jointly rather than witnessing
Fujitsu Services testing;
8.13.2 Joint Post Office and Fujitsu Services test team(s) shall be established:
8.13.2.1 during the Requirements Analysis Stage to establish ‘testability’ of
the project and the optimal testing approach within the required
timescales;
8.13.2.2 Post Office shall bring business knowledge to test scripts and
analysis early in the Solution Build and Test Stage;
8.13.2.3 plans and scripts shall be shared between the Parties so as to
reduce the review and approval cycle;
8.13.2.4 Post Office shall contribute reasonable resource to the test
execution phase later in the Solution Build and Test Stage.
8.13.3 Field trials shall be used to validate product acceptance. This is intended to:
8.13.3.1 reduce the number of Post Office test phases by one;
8.13.3.2 provide the ability to ‘test’ new markets more readily, thereby
improving time to market.
Unless otherwise agreed:
8.14.1 Fujitsu Services shall use the Conceptual Design as modified in accordance
with paragraph 8.15 as the basis for the Design Proposal and shall ensure that
the two documents are in step identifying any exclusions or qualifications within
the Commercial Terms; and
8.14.2 Post Office's business and technical requirements, as contained in the
Conceptual Design, will form the basis for contracting the solution development
and its acceptance.
If Fujitsu Services identifies deficiencies in the Conceptual Design, Fujitsu Services
shall present to Post Office a statement of such and their implications so that the Parties
may discuss and jointly agree appropriate changes to the Conceptual Design or
alternatively a different basis upon which to initiate Fujitsu Services' design work for
development of the solution and its acceptance.
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8.16 Subject to any agreement to the contrary, the following roles and responsibilities shall
apply to the Development Process when undertaken by Fujitsu Services and Post Office
together under the Joint Working ISL:
8.16.1 Post Office Roles and Responsibilities
8.16.1.1 Post Office shall be responsible for its business change process
from conception, through preliminary business analysis, to solution
architecture and completion of the Conceptual Design.
8.16.1.2 Post Office shall carry out any responsibilities agreed by it as part
of a Work Order.
8.16.1.3 During the Development Process Post Office shall:
(a)
(b)
(c)
(d)
(e)
provide guidance on interpretation of the documents which
it owns;
set up one Delivery Manager to manage each Work
Package from Post Office's perspective;
set up 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
Horizon Service Infrastructure domain; and
ready its business to receive the solution (as will be
described in more detail in the relevant Work Order).
8.16.2 Fujitsu Services Roles and Responsibilities
8.16.2.1 Fujitsu Services shall:
(a)
(b)
(c)
(d)
(e)
complete the Work Orders as agreed with Post Office;
arrange a reasonable level of joint Work Package review
checkpoints (to promote visibility of the Design Proposal
and conformity to the Conceptual Design);
be accountable for the quality of the solution delivered by
the Work Package to meet the agreed acceptance criteria;
provide points of contact/authority comparable to those set
out in paragraphs 8.16.1.3(b) and 8.16.1.3(c); and
populate development related CCD's in accordance with
Schedules 17 and 18.
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9.1
9.2
9.3
9.4
9.5
10.
10.1
ACCESS TO AND PROVISION OF DOCUMENTATION
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 13.16.1 and 13.16.2. In addition, the following provisions shall apply in respect
of Horizon Documentation.
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
9.3.1 Post Office may commission Fujitsu Services to produce specially
commissioned design documentation for one or more Design Purposes
(“Specially Commissioned Design Documentation”).
9.3.2 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.
Not Used
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 10, paragraph
6.2.1 and shall be subject to the confidentiality undertakings set out in Clause 13.16.2.
DEVELOPMENT RESOURCE MANAGEMENT
Core SI Team
10.1.1 Fujitsu Services shall maintain a core systems integration team (the “Core SI
Team’).
10.1.2 The Core SI Team shall initially contain an average (measured over a Financial
Year) of 150 individuals, and shall comprise management, programme office,
requirements analysis, architecture & design, Systems Integration,
development, quality assurance, testing and support, and configuration
management skills. The initial Core SI Team is described, in terms of skill units
and skill sets within skill unit, in Part A of the Resource Plan, a preliminary
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10.2
10.1.3
10.1.4
version of which is set out at Annex 1 (such version applying at the Amendment
Date).
Fujitsu Services shall ensure that the Core SI Team is composed of competent
staff. Subject to Schedule 6, the composition of the Core SI Team is at Fujitsu
Service's discretion taking due account of the constraints and objectives set out
in paragraph 10.2.
From 1 April 2005 the Core SI Team shall reduce to 90 persons.
Capacity of Core SI Team
10.2.1
10.2.2
10.2.3
10.2.4
10.2.5
10.2.6
The composition of the Core SI Team is and will remain such that there will be a
degree of Pre-paid SI Capacity remaining once the Core SI Team has
performed the SI Support Services. The amount of the Pre-paid SI Capacity
from time to time is defined in paragraphs 11.7.2. Such Pre-paid SI Capacity
will be calculated without reference to the positions within the Core SI Team
(initially 20) which are dedicated to the provision of indirect services and are
designated in Part A of the Resource Plan from time to time as ‘programme
office’ and ‘senior management.) It is the intention of the Parties to utilise that
Pre-paid SI Capacity, to the extent practical, in the performance of Work
Packages.
The degree to which such Pre-paid SI Capacity is capable of being effectively
applied to Work Packages will depend upon:
10.2.2.1 the appropriateness of the skills possessed by the Core SI Team to
work which is outside the scope of the Services and Applications (both
as at the Amendment Date); and
10.2.2.2 the extent to which effective utilisation can be achieved through
planning in advance so as to achieve a smoothing of demand.
To address the issue in paragraph 10.2.2.1, and subject to the Core SI Team
retaining the appropriate balance of skills and resources necessary to perform
the SI Support Services, the composition of the Core SI Team shall be designed
to the extent reasonably possible to match anticipated Work Package demand
from the Post Office as identified in the Resource Plan.
To address the issue in paragraph 10.2.2.2, the Parties shall plan resource
utilisation in the manner set out in paragraphs 10.4 to 10.6.
In addition Fujitsu Services has agreed to underwrite a degree of utilisation as
set out in paragraph 11.
Basic skills training (e.g. programming languages) to enable staff to resource
Work Packages is Fujitsu Services’ responsibility and time spent on such basic
training shall not be treated as utilising Pre-paid SI Capacity. Fujitsu Services
shall decide upon training requirements for staff in the Core SI Team.
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10.3
10.4
Additional Resources
10.3.1
10.3.2
10.3.3
10.3.4
Notwithstanding the measures referred to in paragraphs 10.2.3 and 10.2.4
Work Packages may require appropriate additional development resources in
excess of the resources available from the Core SI Team (“Additional
Resources”) in order to provide the appropriate amount of suitably skilled effort
to fulfil demand.
Fujitsu Services shall, as required by Work Orders and subject to the provisions
of paragraph 10.5, procure Additional Resources and shall subsequently shed
such Additional Resources as the level of Work Order demand reduces.
Further to paragraph 8.9, Post Office may designate an appropriate and
qualified third party to carry out Subcontract Work Package Elements, and
Fujitsu Services in its capacity as systems integrator shall not act unreasonably
in seeking to agree appropriate terms with the third party and with Post Office
Necessary induction training for Additional Resources on the Horizon Service
Infrastructure shall be included in the relevant Work Package, and Fujitsu
Services shall procure that such resources have the requisite basic skills
required for that work.
Resource Planning Process
10.4.1
10.4.2
10.4.3
Fujitsu Services shall propose, based on Post Office's declared forecasts of
demand, a resource plan (the "Resource Plan"), over a planning period (the
“Planning Period") comprising the current Work Period (defined in paragraph
10.4.4) and the subsequent twelve Work Periods. The Resource Plan shall
comprise three elements:
10.4.1.1 the resources which are committed to SI Support Services;
10.4.1.2 the resources which are to be applied to fulfilling Work Orders (the
"Work Order Resource Plan"), comprising Core SI Team resources
and the Additional Resources agreed in relation to Work Orders;
and
10.4.1.3 the resources which would be required to fulfil anticipated (but not
committed) Work Packages (collectively, the "Uncommitted
Resource Plan").
Fujitsu Services shall update and extend the Resource Plan, and Fujitsu
Services and Post Office shall work together to agree it, in line with the resource
review meetings described in paragraph 10.6 below and subject to the
governance arrangements set out in Schedule 4.
Fujitsu Services shall commit Development Services resources on the basis of
the Work Order Resource Plan.
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10.4.4 The resource planning process shall be based on numbered weeks (starting on
a Monday and finishing on a Sunday) which are aligned to calendar months as
“Work Periods" as set out in Annex 2 such that some Work Periods contain four
weeks and others five. The first numbered week of each Financial Year starts on
the Monday nearest to 1 April.
10.4.5 The Resource Plan will show:
10.4.5.1 in Part A the composition of the Core SI Team at the commencement
of the Resource Plan; and
10.4.5.2 in Part B, for each Work Period, to the extent reasonably practicable
and to reasonable approximations in the case of uncommitted work
(taking due account of the quality of demand forecasts available in
respect of uncommitted Work Packages and the ratio of Uncommitted
Resource Plan to Work Order Resource Plan):
(a)
(b)
(h)
(i)
the number of hours anticipated to be devoted to SI Support
Services by the Core SI Team;
the list of Work Packages committed by Work Order on which
work is to be carried out during the Work Period;
the number of hours anticipated to be devoted to Work
Packages committed by Work Orders and which will be carried
out by the Core SI Team, analysed by skill unit, grade and Work
Package;
the number of hours anticipated to be devoted to Work
Packages committed by Work Orders and which will be carried
out by Additional Resources, analysed by skill unit, grade and
Work Package;
the forecast utilisation of Core SI Team resources applied to the
Work Order Resource Plan in relation to Pre-paid SI Capacity;
the spare Core SI Team capacity available by skill set to carry
out uncommitted Work Packages;
the potential for matching such available capacity to
uncommitted Work Packages and the dates by which Work
Orders must be received to effect such matching;
any Additional Resources which would be required, by skill set,
to carry out each uncommitted Work Package within the
Uncommitted Resource Plan; and
the dates for each Work Package by which a Work Order must
be received for Fujitsu Services to procure the required
Additional Resources (in accordance with paragraph 10.5.2).
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10.4.6
10.4.7
In preparing a Resource Plan, Fujitsu Services shall use reasonable
endeavours to maximise the utilisation of the Core SI Team so as to minimise
the use of Additional Resources and consequent Additional SI Charges.
Where Fujitsu Services is providing Development Services through a Work
Package on a fixed price basis then the Parties shall agree and record in the
Resource Plan, prior to contractual commitment for the Work Package in
question, a proportion of the work which shall be deemed to have been
provided by the Core SI Team. These figures shall also be factored into the
resource reporting procedure, as described in paragraph 11.6 of this Schedule
20.
10.5 Procurement of Additional Resources
10.5.1
10.5.2
Where Additional Resources are agreed to be employed in the delivery of an
agreed Work Order, Fujitsu Services shall procure those Additional Resources,
and Post Office shall pay for those Additional Resources, in the manner and
amounts agreed in the Work Order in question which unless otherwise agreed
shall be on the basis of the time and materials man rates set out in paragraph
6.2 of Schedule 10.
Subject to Post Office following the joint development resource planning
process described in paragraph 10.4, and subject also to paragraph 10.5.6,
Fujitsu Services shall procure appropriate Additional Resources for anticipated
Work Orders, providing that such Work Order is received by the date specified
in the Commercial Terms, up to the limits set out in the following table and shall
use reasonable endeavours to procure further Additional Resources if required
by Post Office:
Elapsed Number of
Number of Work Periods Additional
from end of Period in which Resources
Work Order is received
1 Nil
2 10
3 20
4 30
5 40
6 50
7 60
8 80
9 100
10 100
1 100
12 100
10.5.3 If Post Office cancels Work Orders which the current Resource Plan identifies
as using Additional Resources in any Work Period in that Resource Plan, the
consequent cancellation of excess Additional Resources shall be treated as
follows:-
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10.5.3.1
10.5.3.2
up to the numbers of excess Additional Resources set out in column 2
or 3 (whichever is appropriate) of the table in paragraph 10.5.3.2
against the Work Period referred to in column 1 of that table the
cancellation of such Additional Resources shall be at no cost to the
Post Office; and
in excess of the numbers of excess Additional Resources set out in
column 2 or 3 (whichever is appropriate) in the table below against
such Work Period in the table below (the “Excess Cancelled
Resources”) then Post Office shall, unless that cancellation was due
to a Default by Fujitsu Services or the unsatisfactory nature of the
Additional Resources proposed or Fujitsu Services has over-estimated
the resource requirement in respect of a Work Order, be liable to pay
to Fujitsu Services, in respect of that Work Period, an amount equal to
the applicable man rates payable in relation to the Work Orders in
question for such Excess Cancelled Resources multiplied by fifty
percent.
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1 2 3
Elapsed number of Work Number of excess I Number of excess
Periods from end of Period in Additional Additional
which cancellation is Resources - Resources - non
received Horizon specific _I Horizon specific
1 Nil Nil
2 5 10
3 10 All
4 20 All
5 40 All
6 All All
7 All All
8 All All
9 All All
10 All All
1 All All
12 All All
10.5.4 There shall be no limit on swapping the same skills between Work Packages
10.6
10.5.5
10.5.6
10.5.7
within any single Work Period, provided there is no impact on total resources
required in that Work Period.
Where Additional Resources are committed by Work Order at least three Work
Periods before they are required for Work Orders of the durations shown in the
following table, the man rates for such Additional Resources set out in
paragraph 6.2.1 of Schedule 10 shall be subject to one of the discounts shown
in the following table during any Work Period in respect of which the
Underwritten Utilisation percentage according to paragraph 11.7.9 is 100%:
Full Time Work Periods duration Discount
Equivalents (FTE's)
At least 20 At least 6 20%
At least 10 Atleast 12 20%
Fujitsu Services shall not be obliged to offer Additional Resources where due to.
exceptional circumstances or the unusual nature of the services requested such
skills are not reasonably available in the skills market within the time frames
demanded.
If any material error or omission is identified in Post Office's requirements, either
Party may notify the other and both Parties shall as soon as reasonably
possible discuss and agree what to do about it. Resolution may necessitate a
further Work Order in respect of Additional Resources or changes to the
Resource Plan to accommodate a resolution according to the provisions of this
paragraph 10.
Resource Review Meetings
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11.
11.4
10.6.1. The Demand Planning Forum shall appoint and oversee a joint sub-committee
which shall hold meetings at four or five weekly intervals according to the length
of the relevant Work Period (“Resource Review Meetings”) to:
10.6.1.1 review the Work Package resource utilisation of the most recent
completed Work Period; calculate whether any additional charges are
payable by Post Office in respect of that Work Period; and assess
whether any credit is due to the Post Office in accordance with
paragraph 11 of this Schedule 20;
10.6.1.2 report its findings to the Commercial Forum for authorisation; and
10.6.1.3 agree the Resource Plan for the next 12 Work Periods.
10.6.2 Resource Review Meetings shall take place two weeks after the end of each
Work Period. Exceptionally, the first Resource Review Meeting shall take place
within the period specified in Schedule 12.
10.6.3 The Demand Planning Forum shall carry out reviews on a 6 month basis to
consider the alignment of Core SI Team Skill Sets with the skills required to
perform their support functions and intended Work Packages and agree what
actions may be required to establish a different balance for the future.
UNDERWRITTEN UTILISATION OF THE CORE SI TEAM
The Charges include a charge, the “SI Commitment Fee”, in respect of the Core SI
Team which is set out in paragraph 4 of Schedule 10.
The charge referred to in paragraph 11.1 was calculated on the basis that the maximum
number of man days that the Core SI Team would devote to Work Packages in any
Work Period is the Periodic Pre-paid SI Capacity for that Work Period calculated in
accordance with paragraph 11.7.4.
In addition Post Office is obliged to pay for Additional Resources in accordance with
paragraph 10.5.1 of this Schedule 20 by way of the Additional SI Charges.
The Additional SI Charges payable by Post Office may be subject to rebate pursuant to
paragraph 11.9.
At the Resource Review Meeting held following each Work Period Fujitsu Services shall
present to Post Office records showing in respect of that Work Period:
11.5.1 the number of hours actually devoted to SI Support Services by the Core S!
Team;
11.5.2 the Work Packages on which work was carried out;
11.5.3. the number of hours, analysed by skill unit, grade and Work Package, which
were devoted to those Work Packages by the Core SI Team;
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11.5.4 the number of hours, analysed by skill unit, grade and Work Package, which
were devoted to those Work Packages by Additional Resources; and
11.5.5 the number of hours of Additional Resources for which Post Office is liable to
pay pursuant to paragraph 10.5.1.
11.6 In the case of Work Packages being carried out for a fixed price the number of hours for
applicable grades agreed for the Work Period in question under paragraph 10.4.7 shall
be recorded for the purposes of paragraphs 11.5.3 and 11.5.4 in lieu of the number of
hours actually spent in the Work Period.
11.7 For the purposes of this paragraph 11:
11.7.1 “Additional SI Charges” has the meaning attributed to it in paragraph 11.3;
11.7.2 “Notional FTE” in respect of any Financial Year (which shall represent the
notional size of the Core SI Team for that Financial Year) shall be determined as.
follows:
11.7.2.1 where the Financial Year in question commences prior 1 April 2005
the Notional FTE shall be 150; and
11.7.2.2 where the Financial Year in question commences on or after 1 April
2005 the Notional FTE shall be 90,
(irrespective of the actual number of members of the Core SI Team at the date
of calculation).
11.7.3 “Annual Pre-paid SI Capacity” in respect of any Financial Year shall be
calculated by multiplying the Notional FTE for that Financial Year by the
percentage shown in the following table for that Financial Year:
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Financi I 2002/ I 2003/ I 2004/ I 2005/ I 2006/ I 2007/ I 2008/ I 2009/1
al 3 4 5 6 7 8 9 0
Year
% 50 35 4 44 44 44 44 ie)
11.7.3.1 if by 31 March 2009 the Agreement shall have been extended beyond
31 March 2010 and the SI Commitment Fee has been adjusted in accordance
with paragraph 6.1.3 of Schedule 10, then the percentage to be applied to
Financial Year 2009/10 in the table in paragraph 11.7.3 above shall be changed
to be 44.
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11.7.4
11.7.5
11.7.6
ATT
11.7.8
11.7.9
“Periodic Pre-paid SI Capacity” in respect of any Work Period shall be
calculated (in man days) by multiplying the Annual Pre-paid SI Capacity in
respect of the Financial Year in which such Work Period falls by 17, being the
average number of working days per Work Period, except that the multiplier for
the seventh Work Period in each of the Financial Years ending 31 March 2005
and 31 March 2010 shall be 21;
“Work Order Demand” in respect of any Work Period shall be calculated by
dividing the aggregate number of hours recorded in respect of that Work Period
under paragraphs 11.5.3, 11.5.4 and 11.5.5 by eight (representing the number
of hours in a working day) and by 17 (representing the average number of
working days in a Work Period) (except that the divisor for the seventh Work
Period in each of the Financial Years ending 31 March, 2005 and 31 March,
2010 shall be 21) and rounding up or down to the nearest integer;
“Quarter” means each of the four periods in each Financial Year comprising (i)
Work Periods 1, 2 and 3; (ii) Work Periods 4, 5 and 6; (iii) Work Periods 7, 8 and
9; and (iv) Work Periods 10,11 and 12;
“Actual Utilisation” in respect of any Work Period shall be calculated by dividing
the number of hours recorded by the Core SI Team under paragraph 11.5.3 by
eight (hours in the working day) and rounding up or down to the nearest integer;
“Actual Quarterly Utilisation” in respect of any Quarter shall be calculated by
aggregating the Actual Utilisations in respect of all the Work Periods in that
Quarter;
“Underwritten Utilisation” in respect of any Work Period shall be determined as
follows:
11.7.9.1 where the Financial Year in question commences prior 1 April 2005
, by multiplying the Periodic Pre-paid SI Capacity in respect of that
Work Period by the percentage set out in the following table
against the Work Order Demand applicable to that Work Period:
Work Order Demand in the I Minimum percentage of Work Order Demand
Work Period to be supplied out of Core SI Team
Less than 40 60
40 to 115 60 + (40/75 x (Work Order Demand - 40))
Over 115 100
;and
11.7.9.2 where the Financial Year in question commences on or after 1 April
2005, by multiplying the Periodic Pre-paid SI Capacity in respect of
the Work Period by the percentage set out in the following table
against the Work Order Demand applicable to that Work Period:
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11.8
11.10
11.11
11.12
11.13
Work Order Demand in the I Minimum percentage of Work Order Demand
Work Period to be supplied out of Core SI Team
Less than 25 60
25 to 100 60 + (40/75 x (Work Order Demand - 25))
Over 100 100
11.7.10 “Underwritten Quarterly Utilisation” in respect of any Quarter shall be calculated
by aggregating the Underwritten Utilisations in respect of all the Work Periods in
that Quarter;
11.7.11 “Quarterly Utilisation Value” in respect of any Quarter shall be calculated by
taking the aggregate number of hours recorded under paragraphs 11.5.3 and
11.5.4 by each grade of resource in respect of all the Work Periods in that
Quarter (the “Total Hours” for each grade), multiplying the amount of the Total
Hours for each such grade by the man rate applicable to that grade under
paragraph 6.2.1 of Schedule 10 and calculating the sum of the products in
respect of all such grades of resource;
11.7.12 “Quarterly Blended Man Rate” in respect of any Quarter shall be calculated by
dividing the Quarterly Utilisation Value in respect of such Quarter by the total
number of hours recorded in respect of all Work Periods in that Quarter under
paragraphs 11.5.3 and 11.5.4.
If the Actual Utilisation in respect of any Quarter shall be equal to or greater than the
Underwritten Utilisation for that Quarter, then no rebate shall be allowed to Post Office.
Subject to paragraphs 11.12 and 11.13, if the Actual Utilisation in respect of any Quarter
shall be less than the Underwritten Utilisation for that Quarter, Fujitsu Services shall
allow Post Office a rebate attributable to that Quarter, up to the value of those Additional
SI Charges for the Quarter. Such rebate shall be calculated by, multiplying (i) the
amount by which the Actual Quarterly Utilisation in respect of the Quarter fell short of
the Underwritten Quarterly Utilisation for the Quarter by (ii) the Quarterly Blended Man
Rate for the Quarter.
Any rebate attributable to any Quarter in accordance with paragraph 11.9 shall be
issued as a credit note set against future Additional SI Charges.
The Parties shall determine in which Financial Year each Release is designated to
occur, which shall be the Financial Year in which the majority of the work on the relevant
Release is to be carried out.
Allowance of any rebate under paragraph 11.9 in respect of any Quarter is subject to
the Financial Year of the Agreement in which the Quarter falls containing at least two
Releases each containing Work Packages which are substantial in nature.
If there are at least two Releases designated by the Parties as occurring in a Financial
Year each containing substantial Work Package content but the content of the largest
Release (in terms of billable hours) exceeds the aggregate of all the other Releases by
more than 30% then any rebate under paragraph 11.9 shall be calculated in relation to
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11.14
11.15
11.16
11.17
11.18
each Quarter during that Financial Year on the basis that the percentages shown in
paragraph 11.7.3 are halved.
Fujitsu Services may agree (such agreement not to be unreasonably withheld) that a
rebate may be granted to Post Office under paragraph 11.9 notwithstanding paragraphs
11.12 and 11.13 if the underlying objective of workload smoothing is achieved by
different means.
The Parties may agree from time to time a mechanism whereby predictable unutilised
Core SI Team capacity is put to alternative use for the benefit of both Parties.
The Parties may agree to vary the allocations in paragraph 11.7.3 on a temporary or
permanent basis. Where the change is on a temporary basis, then unless otherwise
agreed, any such change in allocation will be carried forward and reversed in future
months such that the allocations will balance out over time. Such temporary change
(where the aggregate Core SI Team capacity for the Financial Year in question is not
affected) must be authorised by the Demand Planning Forum. Permanent change will
be a matter for the Change Control Procedure.
Where resources are shown in a Resource Plan as being provided by the Core SI Team
but Fujitsu Services substitutes Additional Resources for such Core SI Team resources
then to the extent that:
11.17.1 Post Office has not agreed (in accordance with this paragraph) that the
substitution can be made; and
11.17.2the substitution is for reasons unconnected with any failure on the part of the
Post Office to perform its obligations or responsibilities; and
11.17.3 the result of the substitution is (or would but for this provision be) to increase the
net Charges payable by Post Office,
Fujitsu Services shall not be entitled to charge for such increase.
For the purposes of sub-paragraph 11.17.1 the agreement of the Post Office may be
given:
(a) expressly by reference to this paragraph 11.17; or
(b) implicitly by agreement of a more current Resource Plan which effects the
substitution in question,
but no agreement shall be effective under (b) above unless the Resource Plan which
first effects such substitution expressly refers to the Additional Resources in question
having been substituted for Core SI Team resources.
Not Used.
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Annex 1
ial Resourcing/Skills Mix
The 150 persons in the Core SI Team can be categorised as follows:
Programme/Development Management 5
Programme Office 14
ASD/Requirements 17
Development 114
Total 150
The 114 members of the Core SI Team within the ‘Development Skill Unit! can be sub-
categorised as follows:
APDU 37
IPDU 42
PTU 35
Total 114
SKILL UNIT — Prog/Dev Mgt
Indirect
Release Managers
Total
SKILL UNIT —ASD/Requirements
Indirect
Business Process/Requirements Analyst
Requirements Analysis
Chief Designer/Developer, Architecture Lab
TDA, Architecture
TDA, Performance and Testing
TDA, Network and Middleware
alalalrm}rm}e}nr
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TDA, Applications
Developer, Architecture Lab
TDA, Systems Management
TDA, Security
alalrnla
Total
x
SKILL UNIT ~ Programme Office
Indirect 12
Planners 2
Total 14
SKILL UNIT - IPDU
Management / Team Leading
Designer
C/C++ Developer
VB Developer
Tivoli Packager (DOS and VB)
Shell Scripter (NT and UNIX)
NT and UNIX Platform Integrator
Tester
Asset Controller
NT /Riposte
NT / Cisco
Total
SKILL UNIT - APDU
Management / Team Leading
Designer
C++ Developer
VB Developer
Oracle Developer
Tester
wlolalalnIa
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Technical Author
PVCS Controller
Total
37
SKILL UNIT - PTU
Management / Team Leading
Test Designer
System Verification and Integration tester
Release Verification Tester
NT Builder
UNIX Builder
Network Designer / Builder
Problem Manager
Total
SCHEDULE 20 Annex 1 Version 4.0
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TABLE OF INDIRECT RESOURCE WITHIN THE CORE SI TEAM
Gill Jackson Development Director
Jan Holmes Audit/Risk Manager
Peter Jeram Programme Director
Graham Chatten
Programme Office Manager
Tariq Arain
Software Configuration Management
Annette Campbell
Programme Office Administration
Alison Clarke
Change Administration
John Newitt
Documentation Manager
Darren Nugent
RTR Data Control
Lisa Oakes
Software Configuration Manager
Rakesh Patel
Software Configuration Management
Iqbal Rahman Software Configuration Management
Neil Tuffs Software Configuration Management
Dyan Walker RTR Systems Administration
Ken Westfield Change Manager
Tony Drahota
ASD Manager
Dave Hollingsworth
Consultancy Services Director
Alan D’Alvarez
PTU Manager
Mark Taylor
APDU Manager
lan Morrison
IPDU Manager
SCHEDULE 20 Annex 1 Version 4.0
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Annex 2
Schedule of Planning Period Dates
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Each Financial Year is divided into periods of 4 or 5 weeks which align approximately with calendar months. Two "leap weeks" are inserted in the Planning
Periods for October 2004 and 2009 to maintain alignment between calendar months and Planning Periods. The first day of every Planning Period is a
Monday; the last day is a Sunday.
Calendar Months, Period Length in Weeks and Period End Dates (Sundays)
April May June July August I September I October I November I December I January I February I March
Year ending I Start Date 4 4 5 4 5 4 4 4 5 4 4 5
2003 1-Jan-2003} 26-Jan-2003} 23-Feb-2003) 30-Mar-2003}
2004 I 31-Mar-2003] 27-Apr-2003) 25-May-2003] 29-Jun-2003] 27-Jul-2003) 31-Aug-2003] 28-Sep-2003] 26-Oct-2003) 23-Nov-2003I 28-Dec-2003] 25-Jan-2004] 22-Feb-2004I 28-Mar-2004]
2005 I 29-Mar-2004) 25-Apr-2004) 23-May-2004) 27-Jun-2004) 25-Jul-2004) 29-Aug-2004] 26-Sep-2004] 31-Oct-2004] 28-Nov-2004) 2-Jan-2005] 30-Jan-2005] 27-Feb-2005} 3-Apr-2005]
2006 4-Apr-2005] 1-May-2005I 29-May-2005] 3-Jul-2005I 31-Jul-2005, 4-Sep-2005I 2-Oct-2005I 30-Oct\2005) 27-Nov-2005] 1-Jan-2006I 29-Jan-2006] 26-Feb-2006 2-Apr-2006
2007 3-Apr-2006I 30-Apr-2006) 28-May-2006} 2-Jul-2006} 30-Jul-2006, 3-Sep-2006 1-Oct-2006) 29-Oct-4p06) 26-Nov-2006} 31-Dec-2006] 28-Jan-2007) 25-Feb-2007) 1-Apr-2007)
2008 2-Apr-2007I 29-Apr-2007] 27-May-2007) 1-Jul-2007} 29-Jul-2007) 2-Sep-2007I 30-Sep-2007) 28-Oct-2007) 25-Nov-2007} 30-Dec-2007] 27-Jan-2008) 24-Feb-2008) 30-Mar-2008)
2009 31-Mar-2008) 27-Apr-2008} 25-May-2008] 29-Jun-2008] 27-Jul-2008) 31-Aug-2008) 28-Sep-2008) 26-Oct-2008, 23-Nov-2008} 28-Dec-2008] 25-Jan-2009] 22-Feb-2009) 29-Mar-2009)
2010 — I30-Mar-2009I 26-Apr-2009] 24-May-2009] 28-Jun-2009] 26-Jul-2009} 30-Aug-2009 27-Sep-2009] 1-Nov-2009f\29-Nov-2009I 3-Jan-2010) 31-Jan-2010] 28-Feb-2010 4-Apr-2010
SCHEDULE 20 Annex 2 Version 4.0Page 29 of 29
5 week periods
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SCHEDULE 21
BUSINESS CONTINUITY
Version History
1.0 31/12/02 Agreed version.
14 29/07/04 Applying CCN 1131b
1.2 23/08/04 Correcting version history
table
1.3 24/08/04 Correcting version history
table
4.0 26/08/04 Baseline copy of 1.3
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SCHEDULE 21
BUSINESS CONTINUITY
41. GENERAL
441 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 shall 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 21, the Business Continuity Plans
shall not be subject to Post Office approval.
Fujitsu Services shall ensure that the Business Continuity Plans for each Applicable
Service are compatible with the overall service continuity framework set out in the CCD
entitled “Business Continuity Framework” (CS/SIP/002).
The Business Continuity Plans shall be based on impact and risk assessments as
agreed by Fujitsu Services and Post Office. Such assessments shall be reviewed when
agreed by the Parties, such agreement not to be unreasonably withheld.
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:
1.7.1 initial testing before commencing the implementation of new services introduced
under the Change Control Procedure; and
1.7.2 regular testing of relevant Service components.
The Business Continuity Plans shall include without limitation the following:
1.8.1. prevention measures;
1.8.2 preparedness measures;
1.8.3 contingency measures;
1.8.4 recovery of normal service;
1.8.5 contact lists.
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1.9
1.10
24
The Business Continuity Plans, the scheduling of regular tests and the review of such
tests shall be subject to joint periodic review (at least 4 times per year) by the continuity
managers of both Parties, the findings of such reviews to be reported to the Service
Management Forum at the next available meeting of that Forum.
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 Schedule 15
shall continue to apply.
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 risks to the operation of other Services. 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 6.2 of Schedule 10.
The Central Network
The Central Network shall be configured such that there shall be no single point of
failure within the Central Network.
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 the introduction of NBS, Debit Card and TSD;
2.1.1.2 any new services introduced under the Change Control Procedure;
and
2.1.1.3. 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 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 applicable changes take place.
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2.2
341
3.2
3.3
41
4.2
43
All updates of 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.
TESTING
Unless agreed otherwise in accordance with paragraph 3.3 below, the Business
Continuity Services shall in respect of any new service introduced after the Amendment
Date through the Change Control Procedure:
3.1.1 include the performance of substantially the same business continuity tests as
are described in the CCD entitled “Business Continuity Framework"
(CS/SIP/002) prior to the introduction of that new service; and
3.1.2 include any specific business continuity tests agreed by the Parties.
The tests referred to in paragraph 3.1 above shall be conducted with the business
continuity tests conducted for the infrastructure supporting the Applicable Services and
scheduled in accordance with working practice for the Applicable Services. The
frequency of and method used for all business continuity tests shall be documented in
the document entitled "Business Continuity Test Plan" (CS/PLA/011).
Business continuity tests to be carried out under the Business Continuity Framework
may be cancelled or rescheduled and/or the method used for a test may be varied for
operational business reasons by agreement in writing between Post Office and Fujitsu
Services (such agreement not to be unreasonably withheld).
NBS SPECIFIC 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:
4.1.1. 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
4.1.2 to support Fujitsu Services’ obligations in respect of NBS Service Levels set out
in Annex 3 to Schedule 15 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:
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44
45
46
5.1
5.2
5.3
5.4
4.3.1 for real-time elements of the NBS affecting Banking Transactions at Counter
Positions shall be automated; and
4.3.2 for non-real time elements may be automated or manual.
The Central Network
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 7 days of that loss.
The NBE Network
The NBE Network shall be configured such that there shall be no single point of failure
(including site failure) within the NBE Network.
The network communications link between each Data Centre and each NBE shall have
the capability in normal operation with no failures having occurred to that link:
4.6.1 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
4.6.2 of supporting Fujitsu Services’ obligations in respect of NBS Service Levels set
out in Annex 3 to Schedule 15.
FALLBACK
EPOSS, APS, OBCS 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 Applications.
The TSD will continue to be provided via the use of mobile phones in the event of
fallback following a major business continuity incident affecting the TSD. Fallback will
include auditable call logging via a manual paper based system.
The Horizon Helpdesk Service Continuity Plan (CS/PLA/015) will be updated to include
the requirements set out in paragraph 5.2 of this Schedule 21 and the Business
Continuity Framework (CS/SIP/002) will be updated to state that the TSD continuity
arrangements are included within the Helpdesk Service Continuity Plan (CS/PLA/015).
Fujitsu Services shall not be obliged to provide an alternative means of proceeding with
Banking Transactions at any Counter Position which is operating in off-line mode due to
a temporary inability of that Counter Position to communicate with a Data Centre.
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6. MISCELLANEOUS.
61 In the event of any major business continuity incident (“MBCI"), and when agreed
6.2
7A
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).
If for any reason other than a Default by Fujitsu Services, the Fujitsu Services’ call
centre becomes unavailable for use, the Service Levels in Annex 1 to Schedule 15 will
be suspended for the period of such unavailability subject to a maximum period of
either:
6.2.1 three (3) hours; or
6.2.2 the remainder of the HSH Day,
whichever is the shorter period.
FAILOVER TO SUNGUARD SITE
Notwithstanding anything to the contrary in this Schedule 21 or the CCD entitled
“Business Continuity Framework” (CS/SIP/002) until such time as:
7.1.1 fully operational standby systems have been installed by Post Office or its
contractors at the Sunguard Site; and
7.1.2 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.
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SCHEDULE 22
CONTRACT TERMINATION AND SERVICE TRANSFER
Version History
1.0 31/12/02 Agreed version.
14 29/07/03 Contract Anomalies Amended
2.0 06/08/03 Baseline copy of Version 1.1 following Contract Anomalies
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SCHEDULE 22
CONTRACT TERMINATION AND SERVICE TRANSFER
INTRODUCTION
This Schedule 22 covers the responsibilities and payments related to termination of this
Agreement.
For the purpose of this Schedule 22, termination of this Agreement includes:
1.2.1 _ termination of this Agreement before its expiry due to Fujitsu Services Default;
1.2.2 termination of this Agreement before its expiry without Fujitsu Services Default
(other than termination for Post Office Default under Clause 34.3, in which
event the Exit Plan will not be developed or implemented following such
termination unless the Parties agree otherwise);
1.2.3 termination of this Agreement at its expiry; and
1.2.4 if Post Office exercises its option to extend the term of this Agreement in
accordance with the provisions of Clause 33.2, the termination of this
Agreement at the expiry of such extended term.
In any of the above termination scenarios Post Office may seek to obtain the delivery of
services equivalent to the Services under this Agreement or seek to continue the
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 to procure, so far as is
reasonable and practicable, that there shall be an orderly transfer of responsibilities for
the delivery of the Services provided under this Agreement or an orderly and efficient
transition from the provision of the Services to the provision of equivalent services (as
the case may be) to the Next Supplier and that any risk to or adverse effect on the
continuity and quality of the Services during such transfer shall be minimised.
The purpose of this Schedule 22 is to:
1.5.1 set out the main steps to be followed on termination of this Agreement;
1.5.2 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 the
Services or equivalent 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
1.5.3 set out the Parties’ obligations with respect to the development and
maintenance of the Exit Strategy and the Exit Plan.
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2. ASSET REGISTER, EXIT STRATEGY AND EXIT PLAN
21 The Exit Strategy and the Exit Plan shall be developed and maintained in two phases
(each a “Phase”) as follows:
2.2 Phase One
2.2.4
Between the Amendment Date and 31 March 2003:
2.24.1
2.2.1.2
2.2.1.3
Fujitsu Services shall complete the list of assets in each of the
categories of assets identified in the CCD entitled “Transfer Asset
Register” (BP/SPE/041) (the “Asset Register”) at the level of detail and
giving such information in each case as envisaged by version 1.0 of
that CCD;
Fujitsu Services shall establish the Exit Strategy which shall be
documented in a CCD which shall include the matters set out in
paragraph 2.2.2; and
the Parties shall, in light of the Exit Strategy established in accordance
with paragraph 2.2.1.2, consider the Exit Plan in Annex 1 to this
Schedule and update it to identify at a high level any additional
activities which the Parties agree are required in relation to termination
of this Agreement, the detail of such activities to be included in the Exit
Plan in Phase Two.
The Exit Strategy shall:
2.2.2.1
2.2.2.2
2.2.2.3
2.2.2.4
set out a generic description of all probable post termination scenarios
relevant to this Agreement (each an “Exit Scenario”) including, without
limitation, the following:
(a) full or partial continuation of services substantially the same as
the Services by the Next Supplier;
(b) full or partial provision of equivalent services by the Next
Supplier fully or partially utilising the Horizon Service
Infrastructure; and
(c) full or partial provision of equivalent services by a Next Supplier
utilising entirely new infrastructure.
identify the major factors which are common to all the Exit Scenarios
and those which occur in some only of the Exit Scenarios;
set out the roles and responsibilities of the Parties in the development
of the Exit Plan in Phase Two;
set out in broad and general terms:
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(a) 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
(b) the sources of such information and how it will be provided.
2.2.3. Once in every twelve months or if the Commercial Forum decide it is necessary
to do so as a result of significant changes to the Services, the Parties shall
jointly review and update the Asset Register and/or the Exit Strategy. 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 Forum decides otherwise.
23 Phase Two
2.3.1
At the request of Post Office, such request not to be made by Post Office earlier
than twenty four (24) months prior to expiry of this Agreement or within one
week after notice of early termination of this Agreement, Fujitsu Services shall
provide reasonable assistance to Post Office for the purposes of determining
the implications at that time of the Exit Scenarios and the possible exercise by
Post Office of its option to extend this Agreement in accordance with the
provisions of Clause 33.2.
Within three (3) months of making the request referred to in paragraph 2.3.1
above, or within four weeks after notice of early termination of this Agreement,
Post Office shall give Fujitsu Services its view as to which of the strategies in
the Exit Strategy should be followed by the Post Office on exit and/or whether
Post Office may exercise its option to extend this Agreement in accordance with
the provisions of Clause 33.2 (the “Proposed Exit Strategy”).
No later than two calendar months after receipt of the views of Post Office in
accordance with paragraph 2.3.2, Fujitsu Services shall produce an updated
Exit Plan for agreement with Post Office, such update to:
2.3.3.1 include all of the matters referred to in paragraph 2.3.5; and
2.3.3.2 be documented in a CCD which shall supersede and replace Annex 1
to this Schedule 22.
Fujitsu Services shall ensure that once the updated Exit Plan referred to in
paragraph 2.3.3 has been approved, it is kept up-to-date on a general basis and
following any significant changes to this Agreement.
The updated Exit Plan referred to in paragraph 2.3.3 shall, in the circumstances
of the Proposed Exit Strategy, cover the duties, roles and responsibilities of the
Parties, the practical steps needed to be taken by Fujitsu Services and Post
Office, time scales and milestones, in each case in relation to each of the
matters set out in Annex 1 to this Schedule 22 and to the extent not covered by
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those matters, each of the following which are applicable to the Proposed Exit
Strategy:
2.3.5.1
2.3.5.2
2.3.5.3
2.3.5.4
23.5.5
2.3.5.6
the Post Office's procurement exercises 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 35 (at a level
adequate to enable structured planning and transition) including;
(a) transfer and/or return (as appropriate) of the various assets
(including Project Assets) and Post Office Group Property;
(b) granting of licences by Fujitsu Services;
(c) transfer of agreements potentially to be assigned, novated or
otherwise transferred;
(d) access to source code and documentation;
(e) provision of assistance by Fujitsu Services up to the date of
termination of this Agreement;
(f) provision of assistance to the Next Supplier (if any) by Fujitsu
Services after the date of termination of this Agreement; and
(g) the handling of Fujitsu Services employees to whom
employment is to be offered under Clause 35.5.3 or who shall
transfer pursuant to the Transfer of Undertakings (Protection
of Employment) Regulations 1981;
procedures and arrangements (if any) that are reasonably necessary
to decommission the Horizon Service Infrastructure and/or Services or
elements thereof in order to effect an orderly transfer on termination;
run-down and transition from the Services to equivalent services;
responsibilities in relation to handling any due diligence exercises to
be carried out by potential Next Suppliers, including access to
information, the Horizon Service Infrastructure and Fujitsu Services
and Fujitsu Service's sub-contractor personnel; and
provision of information relating to on-going performance and issues in
relation to the Services (including performance statistics and details of
any outstanding Incidents).
24 The Exit Strategy and the Exit Plan shall at all times during Phase One and Phase Two
be developed and revised by agreement between the Parties under the Soft Change
Control Procedure such that they are consistent with the principles set out in this
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2.5
26
27
2.8
3.1
3.2
3.3
44
Schedule 22 (as it may be amended from time to time under the Hard Change Control
Procedure).
Each Party shall act and negotiate reasonably in agreeing the contents of the Exit
Strategy and the Exit Plan 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 Plan 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 Plan, in accordance with that document.
To the extent that there is an inconsistency between the terms of the Exit Strategy or
Exit Plan and this Schedule then, unless expressly stated otherwise, 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 Services
or the performance of the 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 the 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
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.
OTHER EXIT ASSISTANCE
Fujitsu Services shall use all reasonable endeavours to procure an orderly and efficient
transition from the provision of the Services to the provision of identical or equivalent
services (as the case maybe) to the Next Supplier and shall co-operate with the Next
Supplier as required in order to fulfil the obligations under this Schedule 22.
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4.2
4.3
5.1
5.2
Fujitsu Services shall provide reasonable assistance at all times for a period of six (6)
years after the date of termination or expiry of this Agreement, for the purposes of
allowing Post Office to obtain or have access to such historic records connected with
the performance of the 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.
Post Office shall pay Fujitsu Services its reasonable costs directly incurred in providing
such assistance after termination of this Agreement provided that Fujitsu Services
proves such costs to the reasonable satisfaction of Post Office.
TERMINATION CHARGE
The Termination Charge is intended to represent a good faith recognition of the loss of
revenues the Contractor may reasonably have planned for in establishing the Services
and supporting infrastructure (not applicable in case of Default).
Where a Termination Charge is payable to the Contractor, such payment shall be equal
toA+B+C+D+E where:
5.2.1 Ashall be £65.21 million less:
5.2.1.1. an amount equal to the aggregate of all payments received by Fujitsu
Services prior to the date of termination by way of Availability Fees.
For the avoidance of doubt, sums relating to Availability Fees which
are retained by Post Office at the date of termination shall not be
deemed to have been received by Fujitsu Services for this purpose;
and
5.2.1.2 an amount equal to such future costs included within the Availability
Fees as Fujitsu Services is reasonably able to avoid or mitigate as a
result of the early termination;
5.2.2 B shall be equal to the aggregate of all costs associated with the termination or
transfer of the Services, including but not limited to the closure of Fujitsu
Services’ facilities and termination of its personnel, plus any termination charges
payable to suppliers and sub-contractors (Fujitsu Services being required to
mitigate such exposure);
5.2.3 C shall be an allowance for:
5.2.3.1 the Special Discounts allowed up to the date of termination minus the
Supplemental Charge if such payment has been made; and
5.2.3.2 lost profit,
equal to the figure set out in the relevant part of Annex 2 for the calendar month
in which termination of this Agreement occurs, adjusted for changes in RPI in
the same manner as that applying to Indexed Charges in paragraphs 10.1, 10.2
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and 10.3 of Schedule 10. For the purposes of this paragraph 5.2.3, the
“relevant part of Annex 2” shall be that part of Annex 2 containing the table of
figures for “C” calculated using the annual base rate of Barclays Bank plc
prevailing for the calendar month in which termination of this Agreement occurs
(rounded up or down to the nearest whole integer). For the avoidance of doubt,
if the annual base rate of Barclays Bank plc prevailing for the calendar month in
which termination of this Agreement occurs is greater than ten per cent. per
annum the “relevant part of Annex 2” for the purposes of this paragraph 5.2.3
shall be part 9 of Annex 2;
D shall be:
5.2.4.1 £16,007,153.00 (being the total of the Charges to Post Office set out
in paragraphs 17.6, 20.1, 20.2, 24.1.1 and 24.2.1 of Schedule A12 of
the Codified Agreement (i.e. the form of this Agreement prior to
approval of CCN 1100); plus
5.2.4.2 if Post Office gives notice to increase the number of PIN Pads or
Paypoles to be procured by Fujitsu Services, any additional Charges
in respect of that increase (whether or not due for payment) calculated
in accordance with paragraphs 1.1.2, 1.1.3, 1.2.2 and/or 1.2.3 of
Part B of Annex D to Schedule 10 (as applicable); plus
5.2.4.3 _ if Post Office gives Phase 2 Notice pursuant to paragraph 1.5 of the CCD
entitled “Horizon Capacity Management and Business Volumes”
(PA/PER/033), the additional Charges (whether or not due for payment)
set out in paragraph 3.1.1 or 3.1.2 (as applicable) of Part A of Annex D to
Schedule 10,
5.2.4.1, 5.2.4.2 and 5.2.4.3 above being together referred to as the "Fixed
Item Charges"; less
5.2.4.4 an amount equal to the aggregate of all payments received by Fujitsu
Services prior to the date of termination in relation to the Fixed Item
Charges (whether under this Agreement or the Codified Agreement
(i.e. the form of this Agreement prior to approval of CCN 1100); and
less
5.2.4.5 an amount equal to such future Fixed Item Charges as Fujitsu
Services is reasonably able to avoid or mitigate as a result of the early
termination; and
E shall be a sum equal to the aggregate charges calculated in accordance with
paragraph 2.1 of Part A of Annex D to Schedule 10, with any discounts applied
in accordance with paragraph 18.6 of Schedule A12 to the Codified Agreement
(i.e. the form of this Agreement prior to approval of CCN 1100), but without
deduction of any sums which Post Office is entitled to retain in accordance with
paragraph 2.2 of Part A of Annex D to Schedule 10, for NB T&M Work carried
out up to and including the date of termination less an amount equal to the
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aggregate of all payments received by Fujitsu Services in respect of such NB
T&M Work
All such costs shall be determined in accordance with Fujitsu Services’ standard
accounting practice, supported by proper vouchers and records and verified by
Fujitsu Services’ auditors.
6. TRANSFER PAYMENT
61 In the event of termination of this Agreement:
6.1.1
6.1.2
in the circumstances in which a Termination Charge is payable, then should
Post Office wish to exercise its option under Clause 35.1, the Transfer Payment
shall be £1; and
in all other cases, should Post Office wish to exercise its option under Clause
35.1, the Transfer Payment shall be a sum equivalent to the total charges to
Post Office as set out in Annex D to Schedule 10 for the NBS Project Assets to
be transferred less:
6.1.2.1 an amount equal to the aggregate of all payments received by Fujitsu
Services prior to the date of termination for the NBS Project Assets; and
6.1.2.2 an amount equal to such future charges for the NBS Project Assets (as
set out in Annex D to Schedule 10) as Fujitsu Services is reasonably
able to avoid or mitigate as a result of the early termination,
save that where the resulting figure is less than £1 then the Transfer Payment shall
be £1.
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Annex 1
Exit Plan
1. Post Office shall appoint a manager responsible for I 1 day. 1 day.
implementing the Exit Plan.
2. At the request of Post Office, Fujitsu Services shall appoint a I 3 days. 5 days.
manager who shall be responsible for implementing the Exit
Plan, to include but not be limited to:
e participating in the planning and resourcing of transferring
responsibility for the provision of the 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 Service's management and control for the
processes described below.
3. At the request of Post Office, Fujitsu Services shall procure that I As and when reasonably requested by I As and when reasonably requested
its sub-contractors shall meet with Post Office to discuss, in as I Post Office after notice of termination by Post Office after notice of
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co-operative manner as is reasonably practicable, the ongoing I given. termination given or in the event of
provision of the Services with a view to achieving the results of expiry of this Agreement.
the Exit Plan.
4. Fujitsu Services shall deliver to Post Office for its approval a I No later than two months after receipt No later than two calendar months
detailed transition plan to enable transition to the replacement I of the views of Post Office in after receipt of the views of Post
services. Such plan shall include, but not be limited to a I accordance with paragraph 2.3.2 of Office in accordance with paragraph
timetable of events, resources, assumptions, dependencies, I Schedule 22. 2.3.2 of Schedule 22.
activities, and responsibilities.
5. Fujitsu Services shall deliver to Post Office the most recent I 7 days. 14 days.
versions of all internal documentation available to Fujitsu
Services which are used for support of the Services and
Applications.
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6. Fujitsu Services shall make available to Post Office on I No later than two months after notice No later than two months after notice
reasonable notice appropriate expert staff who shall provide to of termination given. of termination given.
Post Office such 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 1 month from notice of At least 4 months prior to termination
termination of this Agreement. or expiry of this Agreement.
e 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;
* a proposed 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.
8. Fujitsu Services shall deliver to Post Office an up to date version I Within 1 month from notice of At least 4 months prior to termination
of the Asset Register together with: termination of this Agreement. or expiry of this Agreement.
¢ _a list of all assets eligible for transfer to Post Office and the
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relevant terms of such transfer; and
e 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 any of the
Services. The purpose of each component shall be included
identify and specify any training requirements related to the
transfer of data and/or assets pursuant to rows 9 and 10 above.
Such training shall include, at Post Office’s request, technical
in the list.
9. Post Office to deliver notification to Fujitsu Services of specific I Within 1 month from date of delivery of I Within 2 months from date of delivery
data it wishes to be transferred, and Post Office and Fujitsu I the items set out in row 7. of the items set out in row 7.
Services to enter into good faith discussions to develop a data
transfer plan.
10. Post Office to deliver notification to Fujitsu Services of specific I As soon as reasonably practicable Within 3 months from date of delivery
assets it wishes to be transferred, and Post Office and Fujitsu I from date of delivery of the list of all of the list of all assets eligible for
Services to enter into good faith discussions to develop a plan I assets eligible for transfer to Post transfer to Post Office referred to in
for asset transfer. Such plan shall cover both passing of title to I Office referred to in row 8. row 8.
assets and any physical transfer required.
11. Post Office and Fujitsu to enter into good faith negotiations to I As soon as reasonably practicable Within 1 month from delivery of both
from delivery of both the list of assets
and of data referred to in rows 7 and 8.
the list of assets and of data referred
to in rows 7 and 8.
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training in respect of:
development;
networks;
operations;
configuration and change management;
system administration;
platform management; and
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
security.
12. Fujitsu Services to produce and Post Office to approve: Within 1 month from notice of At least 3 months prior to termination
termination of this Agreement. or expiry of this Agreement.
e a training strategy, which details the required courses and
their objectives;
e — training materials (include assessment criteria); and
e —atraining plan of the required training events.
13, Fujitsu Services and Post Office shall co-operate in commencing I As soon as reasonably practicable The later of 5 months after the date
after agreement of the data transfer
plan referred to in row 9.
of notice of termination and 3 months
after agreement of the data transfer
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accordance with this requirement is complete, all remaining Post plan referred to in row 9.
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 media).
14. At the request of Post Office, Fujitsu Services shall: Throughout the period between Throughout the Exit Term.
commencement of implementation of
e in the case of properties owned or controlled by Fujitsu I the Exit Plan and completion of
Services, permit Post Office and its appointed agents ; and transition to the Next Supplier (“Exit
Term’).
e 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 Services.
15. At the request of Post Office, Fujitsu Services shall provide all I Throughout the Exit Term. Throughout the Exit Term.
reasonable assistance and allow for the decommissioning and
transfer of relevant Central Infrastructure assets located on
Fujitsu. Services’ premises (including premises leased or
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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.
* make available two copies in the agreed electronic format of
all back-up, archival and operational data including, without
limitation all databases developed in relation to the Services
licensed for use by Post Office or in which Post Office owns
the Intellectual Property Rights; and
e 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.
16. Fujitsu Services shall transfer data in an agreed electronic I On satisfactory completion of the On satisfactory completion of the
format (where possible) or such other available format to Post I relevant testing mentioned in row 13. relevant testing mentioned in row 13.
Office and make the same available at Post Office’s request to
the Next Supplier.
17. Fujitsu Services shall: Following a reasonable interval Following a reasonable interval
following termination of this
Agreement. Such interval to be
agreed by the Parties during Phase
one.
following termination of this
Agreement. Such interval to be
agreed by the Parties during Phase
one.
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directed by Post Office):
e all manuals and all other materials supplied by Post Office to
Fujitsu Services (relating to the Services) and subsequently
updated in enabling them to service Post Office's
requirements; and
« all tape and disks and other equipment and related software
supplied to Fujitsu Services by Post Office during the
18. Fujitsu Services shall transfer to Post Office the scripts used by I One month before termination of this Two months before termination of
the Help Desk and TSD, all existing work arounds to known I Agreement with an update of such this Agreement with an update of
problems, its problem management records and its incident I information up to and including the such information up to and including
management records (in each case as relevant to the Services I date of termination of this Agreement the date of termination of this
and Applications) in a format to be agreed between the Parties.” I to be sent to Post Office in the agreed I Agreement to be sent to Post Office
format within one month of the date of I in the agreed format within one
termination of this Agreement. month of the date of termination of
this Agreement.
19. Fujitsu Services shall provide reasonable office accommodation I Throughout the Exit Term. Throughout the Exit Term.
for three Post Office or Next Supplier personnel.
20. Fujitsu Services shall destroy or return to Post Office (as I Following a reasonable interval Following a reasonable interval
following termination of this
Agreement. Such interval to be
agreed by the Parties during Phase
one.
following termination of this
Agreement. Such interval to be
agreed by the Parties during Phase
one.
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provision of the Services.
management information in a format to be agreed between the
Parties.
of this Agreement.
21. Post Office shall notify Fujitsu Services of any transition I At least two months prior to termination I At least two months prior to
requirements to be provided to Next Supplier after the date of I of this Agreement. termination or expiry of this
termination of this Agreement. Agreement.
22. Fujitsu Services shall transfer to Post Office its configuration I At least one month prior to termination I At least one month prior to
termination or expiry of this
Agreement.
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Annex 2
Calculation of “C” for the purposes of paragraph 5.2.4
Part 1 - Annual base rate of Barclays Bank plc being 2%
Part 2 - Annual base rate of Barclays Bank pic being 3%
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Part 3 - Annual base rate of Barclays Bank plc being 4%
Part 4 - Annual base rate of Barclays Bank pic being 5%
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Part 5 - Annual base rate of Barclays Bank plc being 6%
Part 6 - Annual base rate of Barclays Bank pic being 7%
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Part 7 - Annual base rate of Barclays Bank plc being 8%
Part 8 - Annual base rate of Barclays Bank pic being 9%
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Part 9 - Annual base rate of Barclays Bank plc being 10%
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SCHEDULE 23
BRANCH HARDWARE IMPLEMENTATION SERVICES
CONTRACT AMENDMENT HISTORY
Version History
1.0 31/12/02 Agreed version.
$23_v04.0.doc
14 09/06/04 Applying CCN 1121
1.2 11/06/04 Applying CCN 1121
4.0 26/08/04 Baseline copy of 1.2
Schedule 23 Version 4.0
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5.1
5.2
SCHEDULE 23
BRANCH HARDWARE IMPLEMENTATION SERVICES
DEFINITIONS
In this Schedule 23 the term Branch shall have the same meaning as set out in
Schedule 1, save that where Implementation activities occur in respect of other
premises; such as, without limitation, counter training schools, the term Branch in this
Schedule 23 shall, in respect of such Implementations, be read to include such
premises.
INTRODUCTION
This Schedule 23 sets out provisions regarding the Implementation of Branch Hardware
and the content of related contracts.
HARDWARE IMPACT ASSESSMENT
Where Post Office wishes to carry out the Implementation of Branch Hardware or Stand-
Alone Hardware it will procure a Hardware Impact Assessment from Fujitsu Services.
All Hardware Impact Assessments will be carried out by the Parties jointly.
PLANNING
Where following Hardware Impact Assessment Post Office decides to proceed with the
applicable Implementation and procure the applicable Branch Hardware or Stand-Alone
Hardware Post Office shall work with Fujitsu Services to plan and manage certain
aspects of the Installation Management and/or Installation. Included (without limitation)
in such planning and management are planning for constraints, consideration and input
regarding the Installation and maintenance approaches to support the hardware product
selection decision and the rollout aspect of the Installation.
IMPLEMENTATION OF BRANCH HARDWARE AND STAND-ALONE HARDWARE
Where following Hardware Impact Assessment Post Office decides to proceed with the
applicable Implementation and procure the applicable Branch Hardware Post Office will
either:
5.1.1 procure the entire Implementation (other than elements specifically reserved to
Post Office) from Fujitsu Services; or
5.1.2 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 which may be carried out by Post
Office, Fujitsu Services and third parties.
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5.3
5.4
5.5
6.1
6.2
6.3
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
planning activities pursuant to paragraph 4), the Work Ordering Procedure shall be used
for the relevant Work Package Elements and (in the case of all elements other than the
Hardware Impact Assessment and planning activities pursuant to paragraph 4) the
provisions of paragraphs 6, 7 and 9 of this Schedule shall apply to such Implementation
in addition to the Commercial Terms agreed as part of the relevant Work Order. In the
event of any conflict between the 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 will apply and
the provisions of paragraphs 6.1, 6.2, 6.3, 6.4 and 7 will apply as though references to
“Branch Hardware” were to ‘Stand Alone Hardware’ but the other provisions of
paragraphs of 6 to 9 of this Schedule shall not apply unless otherwise agreed.
Where any third party carries out the whole, or any element, of the Implementation of
Branch Hardware, the provisions of paragraph 8 of this Schedule shall apply to such
Implementation.
PROVISIONS APPLICABLE TO EACH IMPLEMENTATION OF BRANCH
INFRASTRUCTURE
Non-technical support
For each Installation Post Office shall provide non-technical operational support (e.g.
access to Branches)
Milestones & Service Levels
6.2.1. Every Implementation shall have specific agreed milestones.
6.2.2 Service Levels for each Implementation shall be agreed between Post Office
and Fujitsu Services on a case by case basis. Such Service Levels may
include (without limitation) agreed measures for:
6.2.2.1 the advanced arrangement of Installation appointments;
6.2.2.2 Installation appointment times being met;
6.2.2.3 Installation being achieved on a first visit;
6.2.2.4 system availability for customer service during the Installation process.
Operational Business Change And Spares
In respect of each Implementation Fujitsu Services and Post Office shall make provision
for the delivery of Branch Hardware to Fujitsu Services in order to facilitate Operational
Business Change and ongoing maintenance. The amount, frequency and timing of
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such Branch Hardware deliveries shall be agreed on a case by case basis, taking into
account all relevant factors, including (without limitation):
6.3.1
6.3.2
6.3.3
6.3.4
6.3.5
the roll-out strategy for the relevant Implementation(s);
the specifications and average defect free life-span of the Branch Hardware;
the quantity of Branch Hardware spares required by the Operational Business
Change Service;
the quantity of maintenance replacement spares of the Branch Hardware as
provided for under Schedule 19; and
the number of Counter Positions at which Branch Hardware will be installed.
6.4 Operational Impact
6.4.1
6.4.2
6.4.3
6.4.4
In respect of individual Implementations, any specific restrictions on access to
Branches and/or Post Office personnel shall be applied on a case by case
basis, such restrictions to be requested by the Post Office and agreed with
Fujitsu Services (such agreement not to be unreasonably withheld or delayed).
In addition to any restrictions agreed in accordance with paragraph 6.4.1,
unless otherwise specified by Post Office, the following restrictions shall apply
to every Installation:
6.4.2.1 no Installation shall take place on a Relevant Bank Holiday;
6.4.2.2 no Installation shall take place between 18th November and 1st
January;
6.4.2.3 no Installation shall take place outside the hours of 09:00 to 17:30
Monday to Friday (inclusive); and
6.4.2.4 no Installation shall take place on Mondays or before 12:00 (midday) on
Tuesdays in a Branch with four (4) or more Counter Positions.
Where the Installation of Branch Hardware necessitates interruption to customer
service, Fujitsu Services and Post Office shall agree an acceptable level of
customer disruption and corresponding service level adjustments.
The commercial/contractual arrangement must take into account the impact on
the systems and services provided to Post Office by Fujitsu Services.
6.5 Acceptance into Operation
For each Implementation, Fujitsu Services and Post Office shall agree on a case by
case basis the point at which the Branch Hardware is to be deemed incorporated into
the Horizon Service Infrastructure.
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6.6
7A
7.2
8.1
Title
Unless otherwise agreed between Fujitsu Services and Post Office, the Party which
procures the Branch Hardware shall:
6.6.1 retain title in the Branch Hardware; and
6.6.2 _ bear the risk of loss, theft or damage to the Branch Hardware,
until such time as the Branch Hardware has been installed at the Branch and accepted
by Fujitsu Services as part of the Horizon Service Infrastructure at which time such title
and risk shall transfer to Fujitsu Services.
PROVISIONS APPLICABLE TO ELEMENTS OF IMPLEMENTATION PROVIDED BY
FUJITSU SERVICES
Charges
Fujitsu Services shall charge Post Office for Implementation, or any element of
Implementation, in accordance with the pricing principles set out in paragraph 7.3 of
Schedule 10.
Liability, Risk And Title
Where Fujitsu Services (or its chosen third party supplier) carries out Installation it shall
be liable for any damage to:
7.2.1 physical property (including, for the avoidance of doubt, damage to the Horizon
Service Infrastructure) together with any reasonable costs incurred by Post
Office in repairing such damage (including the cost of work involved); and
7.2.2 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.
PROVISIONS APPLICABLE WHERE ELEMENTS OF IMPLEMENTATION PROVIDED
BY POST OFFICE OR A THIRD PARTY
Commercial/Contractual Relationship
The commercial/contractual relationship between the 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
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. Fujitsu
Services may base its decision to reject proposed terms on commercial and/or an
adverse outcome of Hardware Impact Assessment.
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8.2
8.3
8.4
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
Horizon Service 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
8.3.1 Fujitsu Services shall not unreasonably refuse to give Post Office, or its
designated supplier, the authority to disconnect and reconnect elements of the
Horizon Service Infrastructure at Branches as part of an Installation.
8.3.2 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 Horizon Service
Infrastructure) as a direct result of such Installation work.
8.3.3 Notwithstanding paragraph 8.3.2, where Post Office or its third party supplier
carries out Installation work, Fujitsu Services shall be liable for any damage to
Horizon Service Infrastructure as per paragraph 7.2.1 or data where:
8.3.3.1 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;
8.3.3.2 the damage would not have occurred if the Fujitsu Services installation
specifications had not been followed; and
8.3.3.3 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.
Bespoke Tools
If Post Office elects to carry out Installation and/or Installation Management itself or via
its third party supplier then
8.4.1 the provision of standard or bespoke hardware or tangible tools required to
facilitate installation shall be the responsibility of Post Office or its third party
supplier;
8.4.2 the provision or procurement of standard or bespoke software tools required to
facilitate installation in relation to the existing Horizon Service Infrastructure
shall be the responsibility of Fujitsu Services and shall be performed in
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8.5
9.1
9.2
accordance with the terms of the related Work Order for Implementation
Support;
Service Levels
Fujitsu Services shall be granted relief from any applicable service levels:
8.5.1 where such relief is agreed as part of the contractual arrangements for the
Implementation; and/or
8.5.2 to the extent that performance in respect of such service levels is impacted by
Implementation activities carried 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 Review Forum.
REVISITS
Where Fujitsu Services is carrying out Installation Management for an Implementation
and:
9.1.1 any element of the Horizon Service Infrastructure necessary to carry out
Installation is inoperable at the time of Installation; and
9.1.2 the Installation visit cannot be changed without cost being incurred by Post
Office,
Fujitsu Services shall be liable:
9.1.3 to pay the reasonable revisit charge of the party carrying out the Installation (or,
if Post Office agrees, to carry out the Installation itself for free); and
9.1.4 to pay the reasonable charges for the assistance of any other party that must
attend the revisit or provide related input.
Where Fujitsu Services is not carrying out Installation Management for the
Implementation concerned and
9.2.1 any element of the Horizon Service Infrastructure necessary to carry out
Installation is inoperable at the time of Installation; and
9.2.2 the Installation visit cannot be changed without cost being incurred by Post
Office;
Fujitsu Services shall not be liable for any costs of a subsequent revisit unless
otherwise agreed. Where it is reasonably practical for Fujitsu Services’ engineer to
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complete installation on his rectification visit, a process will be agreed whereby Fujitsu
Services will complete the installation without additional charge.
10. SPECIAL CASES
10.1 Rate Boards
Post Office will be responsible for the installation of Rate Boards. The provisions of this
schedule will not apply in respect of such installation other than paragraphs 6.4.2.3,
6.4.2.4, 6.4.3, 8.3.2, 8.3.3, 8.5 and 9.2, which will apply on the basis that references to
“Installation” and “Implementation” will be deemed to be references to installation and
implementation by Post Office (or its designated supplier) of the Rate Boards.
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ANNEX TO SCHEDULE 23
IMPLEMENTATION OF BRANCH HARDWARE
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Fujitsu
Services
Post Office
Party
Hardware
Assessment
Impact
Y
Hardware
Procurement
(includes procurement of
integral software and
hardware tools)
Implementation
Support
Testing of Branch
Hardware and provision of
test results
[Provision of tests to be
carried out by third parties
in respect of Branch
Hardware]
Rollout of software to the
Horizon Service
Infrastructure to facilitate
Installation.
Provision of bespoke
software tools to facilitate
connection to or
disconnection from the
Horizon Service
Infrastructure.
The provision of
installation specifications.
Resolution of incidents
where such __ incidents
concern Horizon Service
Infrastructure or any of
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the services or software
provided as part of
Implementation Support
Installation
Management
The booking of Installation
procedures with Branches
Time-tabling Branch
Installation visits.
Providing ‘first point of
contact’ support for
Installations, directing
support queries to
relevant parties and,
where communicating
support responses.
Installation
Non-technical assistance
(e.g. access to Branches)
Branch surveys.
Delivery of Branch
Hardware to Branches.
Modification of Branch
Hardware to facilitate
installation of the Branch
Hardware.
Physical installation,
replacement or removal of
Branch Hardware.
Testing at Branches to
determine/facilitate
installation of the Branch
Hardware.
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SCHEDULE 24
BANKING IMPLEMENTATION
Version History
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1.0 31/12/02 Agreed version.
14 29/07/03 Contract Anomalies Amended
2.0 06/08/03 Baseline copy of Version 1.1
following Contract Anomalies
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SCHEDULE 24
BANKING IMPLEMENTATION
1. DEFINITIONS
141 In this Schedule 24 the following expressions shall have the following meanings:
1.1.1 “Actual Shortfall" means the difference (if any) between:
1.1.1.1 99.9%; and
1.1.1.2 the actual percentage of Networked Sites where the operational
version of the PP Test Software has been installed by the date
specified in paragraph 5.2.5.1 of this Schedule 24,
or zero if that actual percentage is greater than 99.9%;
“Actual Shortfall Site" means each Networked Site classified in Fujitsu
Services’ list provided in accordance with paragraph 5.2.3.8 of this Schedule 24
as an actual shortfall site;
“Banking Implementation Activities’ has the meaning ascribed to it in
paragraph 2.1.1 of this Schedule 24;
"CAPO Testing Stage" has the meaning ascribed to it in paragraph 1.6 of
Annex 1 to this Schedule 24;
“NBS Expert" means the individual appointed by Post Office and Fujitsu
Services to resolve Disputes relating to NBS Acceptance in accordance with
paragraph 6.7 of this Schedule 24;
"NBS Installer" means Post Office or the third Party appointed by Post Office to
install the PIN Pads and/or the Paypoles, as the case may be;
“NB High Severity" has the meaning ascribed to it in paragraph 6.4.3.2 of this
Schedule 24;
"NBS Acceptance Date" means the date that NBS Acceptance occurs in
accordance with paragraph 6.3.1 of this Schedule 24;
"NBS Acceptance Progress Incident" means an NBS Acceptance Incident
classified for the purposes of NBS Stage Progression as high, medium or low, in
accordance with paragraph 6.4.3.2 of this Schedule 24;
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1.1.10
4.1.11
4.4.12
1.4.13
1.1.14
1.1.16
1AAT7
1.1.18
1.4.19
1.1.20
1.1.21
"NBS Review" means a type of NBS Test described in paragraph 2.3 of Annex
1 to this Schedule 24;
“NBS Testing Evidence" has the meaning ascribed to it in paragraph 6.4.1.3 of
this Schedule 24;
“NBS Testing Plan" means the testing plan described in paragraph 4 of Annex
1 to this Schedule 24;
"NBS Testing Specification" means a specification described in paragraph 3 of
Annex 1 to this Schedule 24;
“NBS Trials" means a type of NBS Test described in paragraph 2.2 of Annex 1
to this Schedule 24;
“NBS Testing Stage” has the meaning ascribed to it in paragraph 1.1 of Annex
1 to this Schedule;
"NBS/NBE Testing Stage" has the meaning ascribed to it in paragraph 1.5 of
Annex 1 to this Schedule 24;
“Networked Site" means a PIN Pad Site where there is a network connection;
"OBC Stock" means the stock of PIN Pads held from time to time by Fujitsu
Services, for Operational Business Change requirements, in accordance with
paragraph 5.4.1 and paragraph 5.4.2 of this Schedule 24;
“Partial E2E Testing Stage" has the meaning ascribed to it in paragraph 1.3 of
Annex 1 to this Schedule 24;
“PIN Pad Site" means all automated Counter Positions, mobile configurations
(as described in row 7 of Annex A to Schedule 10), Admin Positions and trolley
based solutions in Branches;
"PP Test Software" means the PIN Pad test software to be developed by
Fujitsu Services which shall:
1.1.21.1 in respect of a PIN Pad Site, detect installation of a PIN Pad in
accordance with the specification set out in the CCD entitled "P/N Pad
Technical Installation Training Guide" (IM/MAN/022) and that the PP.
Test Software has been run at that PIN Pad Site;
1.1.21.2 in the case of Networked Sites only, incorporate a mechanism to notify
Fujitsu Services that a PIN Pad has been successfully incorporated
into the Horizon Service Infrastructure;
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1.1.21.3 in the case of Networked Sites only, test that the PIN Pad is
functioning as an integrated element of Horizon Service Infrastructure;
and
1.1.21.4 have the functional characteristics described in the CCD entitled "PIN.
Pad Technical Installation Training Guide" (IM/MAN/022).
2. INTRODUCTION
21 Schedule Content
2.1.1. This Schedule 24 sets out the obligations and responsibilities of each Party in
respect of the Banking Implementation Activities.
2.1.2 Certain provisions in this Schedule 24 grant rights or impose obligations which
take effect or continue after the completion of the Banking Implementation
Activities. As soon as reasonably practicable after completion of the Banking
Implementation Activities, Fujitsu Services and Post Office shall use reasonable
endeavours to transfer (via the Hard Change Control procedure) such ongoing
provisions from this Schedule 24 to other appropriate parts of this Agreement.
This transfer of provisions will facilitate the possible removal of Schedule 24
from this Agreement (via the Hard Change Control procedure).
2.2 Schedule Division
2.2.1 This Schedule 24 is divided into the following elements:
2.2.1.1. NBS (Paragraph 3);
2.2.1.2 NBS CCNs (Paragraph 4);
2.2.1.3 PIN Pad implementation (Paragraph 5);
2.2.1.4 NBS Acceptance (Paragraph 6);
2.2.1.5 certain Post Office NBS responsibilities and obligations (Paragraph 7);
2.2.1.6 NBS implementation (Paragraph 8);
2.2.1.7 termination of the Banking Implementation Activities (Paragraph 9);
2.2.1.8 NBS Termination Charge, NBS Transfer Services and NBS Transfer
Payment (Paragraph 10); and
2.2.1.9 Annexes 1, 2, 3, 4 and 5.
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3. NBS
3.1 Fujitsu Services shall:
3.2
3.3
3.4
3.5
3.6
3.1.1. develop the NBS as described in the CCD entitled “NBS Definition”
(BP/SPE/035);
3.1.2 use reasonable endeavours to develop and implement the NBS in accordance
with the NB Project Plan;
3.1.3 subject to authorisation by the Demand Planning Forum and from the date
approved by that Forum perform the Services connected to the NBS; and
3.1.4 perform the NBS Transfer Services when required by this Agreement.
Elements of the Network Banking Service shall be subject to Acceptance in accordance
with the provisions of this Schedule 24.
The front-end processes for the Applications (other than the NBS) or the Infrastructure
Services (e.g. menu hierarchy) shall be reviewed and modified if reasonably necessary
(subject to the Change Control Procedure) in order to support the NBS functionality
[NBR463].
Fujitsu Services shall design the NB System in a way which will not preclude a future
development to transact business in EUROs. However any such development shall be
subject to agreement through the Change Control Procedure.
Fujitsu Services shall develop for agreement by Post Office (such agreement not to be
unreasonably withheld) clear and unambiguous processes and procedures for the
operation of the NBS in Branches. Fujitsu Services shall document such agreement in
a PPD (the “NB PPD”) and such other PPDs as the parties agree to be appropriate.
However, until such time as the NB PPD is agreed by the parties, the processes and
procedures to be followed at Counter Positions shall be those set out in the CCD
entitled “Network Banking Counter Dialogue - Activity & Screen Flows” (NB/SPE/003).
The parties intend that the content of the CCD entitled “Network Banking Counter
Dialogue - Activity & Screen Flows” (NB/SPE/003) which needs to be maintained after
completion of development of the NBS shall be included in such other CCDs as the
parties agree to be appropriate and references in this CCD to that CCD will be replaced
as appropriate. [NBR232, NBR463, NBRO26].
To enable Post Office to design and develop training for NBSC personnel Fujitsu
Services shall provide in a timely manner such accurate information about the NBS
(beyond that which is contained in the NB PPD or other NBS related CCDs) as may be
reasonably requested by Post Office.
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3.7
3.8
3.9
Counter Environment
The counter environment for the NBS shall comply with the CCDs entitled “TMS
Architecture Specification” (TD/ARC/029) and the “OPS Architecture Specification”
(TD/ARC/030) which shall be updated by Fujitsu Services before the start of NBS Tests
to include the amendments required to those CCDs to reflect changes to the counter
environment required for the NBS including, without limitation, the development,
introduction and use (for the purposes of the NBS) of WebRiposte, the NB Counter
Application, new Post Office Reference Data objects, PIN Pads and any consequential
changes to the counter environment to be made by Fujitsu Services.
LINK compliance
As required by LINK when the Applications and the Infrastructure Services change,
Fujitsu Services shall assist Post Office to review LINK security compliance
requirements to identify any changes required.
Restrictions relating to NB System Design Information
3.9.1. For the purposes of paragraph 3.9.2. and 3.9.3. of this Schedule 24:
“NB System Design Information” means information concerning the design
and characteristics of the NB Systems held by Fujitsu Services but not available
to Post Office; and
the “Purpose” means the operation of End to End Banking and the integration
of the NB System with other elements of End to End Banking.
3.9.2 Fujitsu Services shall provide copies of or give access to Post Office to such NB
System Design Information as Post Office reasonably requires for the
Purposes, subject to the following conditions and restrictions:
3.9.2.1 the provisions of copies of or access to NB System Design Information
to Post Office by Fujitsu Services shall be subject to such confidentiality
provisions and restrictions on disclosure or access as Fujitsu Services
may reasonably specify, taking into account the sensitivity of the
particular NB System Design Information concerned and any obligations
of Fujitsu Services to third parties in respect of that NB System Design
Information; and
3.9.2.2 where Fujitsu Services is restricted or prohibited by binding obligations
to third parties from disclosing NB System Design Information to Post
office:
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3.9.3
3.9.4
(a) Fujitsu Services shall use all reasonable endeavours to procure
the mitigation and release of those restrictions or prohibitions;
and
(b) Fujitsu Services shall not be obliged to disclose to Post Office
any NB System Design Information which it is prohibited from
so disclosing.
Post Office shall not use NB System Design Information for any purpose other
than the Purposes.
The provisions of paragraph 3.9.2. and paragraph 3.9.3 of this Document shall
be in addition to and without prejudice to the provisions of Clause 50 of this
Agreement.
4, NBS CCNs
441 The following provisions shall apply in respect of the Network Banking CCNs:
4.1.4
all performance by each Party of its obligations pursuant to the Network
Banking CCNs since 16 July 2001 shall be deemed to be performance of the
corresponding obligations undertaken by each Party under this Agreement as
amended by CCN 850;
all such performance of the Network Banking CCNs shall be subject to all
applicable provisions of this Agreement as amended or introduced by CCN 850
and CCN 1100, each such amended or new provision coming into force and
being effective from the relevant date specified in CCN 850 or the Amendment
Date (as appropriate);
Post Office's obligations to pay Fujitsu Services' Charges for work carried out
under the Network Banking CCNs shall be as set out in Annex D of Schedule
10;
any liability of either Party connected with its performance of obligations under
the Network Banking CCNs shall arise under this Agreement as amended by
CCN 1100 and shall be subject to any applicable limits or exclusions of liability
contained in this Agreement and not those contained in the Network Banking
CCNs;
subject to paragraph 4.1.4, paragraphs 4.1.1 and 4.1.2 shall be without
prejudice to any accrued rights or outstanding liabilities of either Party in respect
of breaches of any of the Network Banking CCNs by the other Party;
for the purpose of statutory limitation, any cause of action of either Party arising
from a breach of the Network Banking CCNs shall be deemed to arise when
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that breach of the Network Banking CCN took place and not on the date of
approval of CCN 850 or CCN 1100;
any right, approval or consent granted by either Party to the other under or in
connection with work carried out under the Network Banking CCNs shall be
deemed to have been granted (to the same extent that it was given under the
relevant Network Banking CCN) under this Agreement; and
the Network Banking CCNs were terminated by CCN 850 and are superseded
by the provisions of this Agreement.
5. PIN PAD IMPLEMENTATION
5.1 Design and Development
5.1.1
Fujitsu Services shall:
5.1.1.1. complete and maintain the design for the PIN Pad in order that the
PIN Pad shall comply with the CCD entitled "PIN Pad Product
Specification” (NB/PDN/010) and in order that the PIN Pad shall
support the NBS; and
5.1.1.2 by the relevant date specified in the NB Project Plan provide the
design and specifications for the installation and connection of PIN
Pads to be used in mobile configurations (as described in row 7 of
Annex A to Schedule 10) and installation of PIN Pads in standard
configurations on trolleys and vans. When producing the design of the
installation and connection of PIN Pads to be used in mobile
configurations Fujitsu Services shall seek to keep the aggregate
weight of the mobile configuration with the PIN Pad connected as low
as is reasonably practicable in the circumstances. For the avoidance
of doubt and unless agreed otherwise under the Change Control
Procedure, Fujitsu Services shall not be required to supplement the
design and/or specifications or provide a further design and/or
specification in the event that Post Office does not wish to proceed
with procurement of connections for mobile configurations in
accordance with the design and specifications provided by Fujitsu
Services in accordance with this paragraph 5.1.1.2.
The size and specification of the boxes to be used for PIN Pad and Paypole
delivery, the size of batches of PIN Pads which are returned to Fujitsu Services
by Post Office under paragraph 5.3.3.4 (which shall in any event be between 10
and 50), and the addresses for PIN Pad delivery and return specified in
accordance with paragraphs 5.2.3.4 and 5.3.3.4 and 5.3.3.5(c) shall be as set
out in the Working Document entitled "PIN Pad Supply Logistics Requirements"
(IM/REQ/093).
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5.2 Pre-installation
5.2.1
5.2.2
5.2.3
Fujitsu Services shall procure PIN Pads (but for the avoidance of doubt not the
connections for PIN Pads referred to in paragraph 5.1.1.2 above) to the
specifications set out in the CCD entitled "PIN Pad Product Specification”
(NB/PDN/010) and Paypoles to the specifications set out in the CCD entitled
“Paypole Product Specification" (IM/SPE/026) to be delivered in the following
quantities:
5.2.1.1 PIN Pads - 38,000; and
5.2.1.2 Paypoles - 37,000.
Post Office may at its option increase either or both of the quantities set out in
paragraph 5.2.1 by a maximum of 2,000. To exercise that option Post Office
shall give notice in writing to Fujitsu Services no later than 31 August 2002, after
which that option shall expire.
Fujitsu Services shall:
5.2.3.1 provide to Post Office the results of any tests which Fujitsu Services
may carry out, prior to authorising production, on manufactured quality
prototypes of the PIN Pad;
5.2.3.2 provide to Post Office details of testing to be carried out by the
supplier of the PIN Pads at the supplier's premises and shall procure
that all PIN Pads are tested accordingly;
5.2.3.3 carry out the tests set out in the Working Document entitled "PIN Pad
Sample Test Specification" (NB/SPE/014) in the UK on a sample of
PIN Pads, following delivery of the sample by Post Office to Fujitsu
Services, and provide the results of the tests to Post Office. The
sample size will be 1 in 500 and the samples will be drawn by Post
Office from stock delivered to Post Office. Each PIN Pad, once it
passes the tests carried out in accordance with this paragraph 5.2.3.3,
shall be added to Fujitsu Services’ stock of spare PIN Pads;
5.2.3.4 deliver the PIN Pads and Paypoles to such single UK mainland
location as Post Office may, on 30 days written notice to Fujitsu
Services, specify from time to time. POL shall notify Fujitsu Services of
the initial delivery location no later than 17 June 2002;
5.2.3.5 ensure that PIN Pads are key loaded and ready for installation, before
delivery to Post Office, such that installation can be effected in
accordance with the CCD entitled "PIN Pad Technical Installation
Training Guide" (IM/MAN/022);
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5.2.3.6
5.2.3.7
5.2.3.8
5.2.3.9
provide on or before the applicable date specified in the NB Project
Plan a draft of such installation instructions (including screen layouts
for the PP Test Software) as are necessary and reasonably required
for connection of a PIN Pad at each mobile configuration and at each
standard configuration on a trolley or van, as specified in paragraph
5.1.1.2, to be documented in a future update of the CCD entitled "PIN
Pad Technical Installation Training Guide" (IM/MAN/022);
produce and distribute the PP Test Software to PIN Pad Sites in
accordance with its obligations contained in this Schedule;
on 23 April 2002 and on each working day thereafter until completion
of installation of the PP Test Software, copy to Post Office the list of (i)
PIN Pad Sites with PP Test Software installed and (ii) PIN Pad Sites
with PP Test Software not installed; and
procure at Fujitsu Services’ cost (and in the circumstances described
in paragraph 5.2.3.9(a) below, at Fujitsu Services’ cost, deliver to Post
Office) a replacement PIN Pad for each PIN Pad which is:
(a) returned in accordance with the Working Document entitled "Pin
Pad Supply Logistics Requirements" (IM/REQ/093) to Fujitsu
Services where found (including by the PP Test Software) to
have been supplied faulty; or
(b) found by Fujitsu Services to be defective where Fujitsu Services
attends a PIN Pad Site to complete the installation of a PIN Pad
in accordance with the provisions of this paragraph 5.
5.2.4 Post Office shall:
5.2.4.1
5.2.4.2
5.2.4.3
5.2.4.4
plan and manage the programme for PIN Pad deployment (but not
deployment of PIN Pads through the Operational Business Change
procedure);
by 30 June 2002 provide Fujitsu Services with the NBS Installer's
training plan;
permit Fujitsu Services to observe such of the NBS Installer's training
sessions as Fujitsu Services may request to attend; and
in the case of each Actual Shortfall Site, inform Fujitsu Services as
soon as reasonably practicable after it has installed the Paypole and,
as far as possible, the PIN Pad (such installation having been carried
out in accordance with the CCD entitled "PIN Pad Technical
Installation Training Guide" (IM/MAN/022)) in order that Fujitsu
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5.2.5
5.2.6
Services can then complete the PIN Pad installation in accordance
with paragraph 5.2.6.
Fujitsu Services shall:
5.2.5.1
5.2.5.2
use reasonable endeavours to ensure that the operational version of
the PP Test Software is installed at 99.9% of the Networked Sites by
19 June 2002; and
ensure that the operational version of the PP Test Software is installed
at 100% of the Networked Sites by 14 August 2002.
Subject to paragraph 5.2.7, in the event that on the date specified in paragraph
5.2.5.1 there is an Actual Shortfall Site Fujitsu Services shall by 1 December
2002 or such later date as POL may specify with Fujitsu Services’ agreement
(such agreement not to be unreasonably withheld or delayed):
5.2.6.1
5.2.6.2
in accordance with the specification set out in the CCD entitled "PIN
Pad Technical Installation Training Guide" (IM/MAN/022) complete the
installation (commenced by Post Office), at its own cost, of a properly
functioning PIN Pad; and
run the PP Test Software in accordance with the CCD entitled "PIN
Pad Technical Installation Training Guide" (IM/MAN/022),
at each Actual Shortfall Site.
Fujitsu Services’ obligations in paragraph 5.2.6 shall not apply to any Actual
Shortfall Site where:
5.2.7.1
5.2.7.2
by the date on which Post Office intended installation of the PIN Pad
to take place the PP Test Software has been installed; and/or
the NBS Installer has failed to install the Paypole, and as far as
possible, to install the PIN Pad in accordance with the CCD entitled
“PIN Pad Technical Installation Training Guide" (IM/MAN/022) prior to
the date on which Fujitsu Services has been advised by Post Office
that it may attend the Actual Shortfall Site to complete such
installation.
Fujitsu Services shall use reasonable endeavours to install the PP Test
Software at each PIN Pad Site which is not a Networked Site by the date 10
weeks after Release Authorisation for deployment of the NBS to all Branches.
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5.2.9 Fujitsu Services warrants and represents to Post Office that:
5.2.9.1
5.2.9.2
5.2.9.3
5.2.9.4
5.2.9.5
5.3 Installation
all PIN Pads procured by Fujitsu Services under this Agreement shall
comply with the CCD entitled "PIN Pad Product Specification"
(NB/PDN/010);
all Paypoles procured by Fujitsu Services under this Agreement shall
comply with the CCD entitled "Paypole Product Specification"
(IM/SPE/026);
all Paypoles procured by Fujitsu Services under this Agreement shall
be physically compatible with the PIN Pad;
the components of all PIN Pads procured by Fujitsu Services under
this Agreement shall be fully functional in accordance with the
specifications of their respective manufacturers; and
PIN Pads procured by Fujitsu Services under this Agreement shall:
(a) support the NBS; and
(b) be compatible with Post Office Service Environment.
5.3.1 Fujitsu Services shall:
5.3.1.1
5.3.1.2
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provide Post Office with such user name or names and password or
passwords as are required for PIN Pad installation (as referred to in
CCN 934); and
provide Help Desk support between 8am to 8pm Monday - Saturday
(excluding Bank Holidays) to resolve:
(a) technical faults in Horizon Service Infrastructure (each a
"Technical Fault") found during PIN Pad installation; and
(b) I queries where the PP Test Software produces results which are
not envisaged in accordance with the CCD entitled "PIN Pad
Technical Installation Training Guide" (IM/MAN/022) (each an
“Installation Fault").
Support outside of the hours specified in this paragraph 5.3.1.2 shall,
if required, be introduced through the Change Control Procedure.
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5.3.3
In the event that:
5.3.2.1
5.3.2.2
Fujitsu Services is required to deal with any Help Desk calls by NBS
Installers not resulting from either a Technical Fault or an Installation
Fault (or both); and
as a result Fujitsu Services fails to reach any of the service targets set
out in paragraphs 3.2.5 of Annex 1 of Schedule 15,
all such Help Desk calls shall be disregarded for the purposes of assessing
Fujitsu Services’ performance against those service targets to the extent Fujitsu
Services can show that the failure occurred as a result of receipt of such Help
Desk calls. This provision shall apply notwithstanding any conflict or
inconsistency between it and any provision of Schedule 15.
Post Office shall or shall ensure that the NBS Installer shall (as the case may
be):
5.3.3.1
5.3.3.2
5.3.3.3
5.3.3.4
5.3.3.5
carry out such counter modifications as are necessary for PIN Pad
installation;
save to the extent that Fujitsu Services is required so to do in
accordance with this Schedule 24, using all reasonable skill and care
install and connect PIN Pads at all PIN Pad Sites in accordance with
the specification set out in the CCD entitled "PIN Pad Technical
Installation Training Guide" (IM/MAN/022);
save to the extent that Fujitsu Services is required so to do in
accordance with this Schedule 24 using all reasonable skill and care
run the PP Test Software provided by Fujitsu Services at all PIN Pad
Sites in accordance with the CCD entitled "PIN Pad Technical
Installation Training Guide" (IM/MAN/022);
save as specified otherwise in paragraph 5.3.3.5, in accordance with
the Working Document entitled "PIN Pad Supply Logistics
Requirements" (IM/REQ/093), return to Fujitsu Services, at such
single mainland UK address as Fujitsu Services shall on 30 days
notice notify Post Office from time to time, any PIN Pads which fail the
PP Test Software tests on installation; and
where a PIN Pad fails the PP Test Software tests on installation:
(a) attempt to install a second PIN Pad at the PIN Pad Site in
question. Post Office may, at its discretion, attempt to install
further replacement PIN Pads at that PIN Pad Site following the
second (or subsequent) PIN Pad failing on installation;
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(b) having installed the Paypole, leave a PIN Pad physically
installed at the PIN Pad Site in question in accordance with the
CCD entitled "PIN Pad Technical Installation Training Guide"
(IM/MAN/022) and report that fact to Fujitsu Services through
the Horizon System Help Desk in which case the provisions of
paragraph 5.3.4 shall apply; and
(c) at its discretion, either return (in accordance with paragraph
5.3.3.4 any failed PIN Pads or attempt installation using the
failed PIN Pads at another PIN Pad Site or Sites (in each case,
the obligation shall not apply to the PIN Pad left at the PIN Pad
Site in accordance with paragraph 5.3.3.5 (b) above).
Where Post Office makes a call to the Horizon System Help Desk in
accordance with paragraph 5.3.3.5 (b) the following provisions shall apply:
5.3.4.1
5.3.4.2
5.3.4.3
Fujitsu Services shall, subject to having received the necessary
number of PIN Pads from Post Office in accordance with paragraph
5.4.1, use reasonable endeavours to complete the installation of a
properly functioning PIN Pad at that PIN Pad Site within 48 hours of
the call being received, except in the circumstances described in
paragraph 5.3.4.2 below;
in the event that any calls made in accordance with paragraph 5.3.3.5
(b) are received during the period of two weeks before PIN Pad
deployment by or on behalf of Post Office is due to be completed
(Post Office having notified Fujitsu Services at least one week prior to
its commencement of when that two week period is due to commence)
Fujitsu Services shall, subject to having received the necessary
number of PIN Pads from Post Office in accordance with paragraph
5.4.1 and save as provided in paragraph 5.3.4.3 below, use
reasonable endeavours to complete the installation of a properly
functioning PIN Pad at that PIN Pad Site within 24 hours of each such
call;
Post Office acknowledges and agrees that the 24 hour target referred
to in this paragraph 5.3.4 is based upon the assumption that during
such two week period the profile of daily PIN Pad installation (both
completed and initiated) by or on behalf of Post Office (the “Profile")
will not be materially different from the Profile (the "Previous Profile")
for each day during the previous four weeks.
In the event that that the Profile is materially different from the
Previous Profile Fujitsu Services’ obligations under this paragraph
5.3.4 shall be to complete the installation of the PIN Pad as soon as
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reasonably practicable (which may be after expiry of that 24 hour
period); and
5.3.4.4 the above targets of 24 and 48 hours shall be applied and Fujitsu
Services’ performance measured against them, for the purposes of
this paragraph 5.3.4, by counting time (hours) in Post Office Core Day
only.
Where:
5.3.5.1 a PIN Pad is found to be faulty on installation; and
5.3.5.2 the PIN Pad supplier, upon subsequent testing of that PIN Pad,
reports that it is not faulty ("No Fault Found"),
Fujitsu Services shall retain that PIN Pad and shall not send it to Post Office for
installation. Fujitsu Services’ charges for dealing with each No Fault Found PIN
Pad where the attempted installation of that PIN Pad was not in accordance
with the CCD entitled "PIN Pad Technical Installation Training Guide"
(IM/MAN/022) shall be as specified in paragraph 1.3.2 of Part B of Annex D of
Schedule 10.
In the event that the number of PIN Pads retained by Fujitsu Services in
accordance with paragraph 5.3.5 reaches 26 the Parties shall use all
reasonable endeavours to discover the reason for the discrepancy between the
NBS Installer finding PIN Pads to be faulty on installation and the PIN Pad
supplier's test results.
Where a faulty PIN Pad is repaired by the PIN Pad supplier and returned to
Fujitsu Services or a replacement PIN Pad is delivered to Fujitsu Services by
the PIN Pad supplier, that PIN Pad will be added to Fujitsu Services’ stock of
spare PIN Pads.
Fujitsu Services shall (in addition to its obligations specified in paragraph 5.3.4)
complete the installation of a properly functioning PIN Pad:
5.3.8.1 at a PIN Pad Site where the NBS Installer has installed a faulty PIN
Pad and on installation of that faulty PIN Pad the PP Test Software
was used but the fault in the PIN Pad was not detected;
5.3.8.2 subject to paragraph 5.2.7 at each Actual Shortfall Site in the
circumstances specified in paragraph 5.2.6; and
5.3.8.3 where the PP Test Software was available at a PIN Pad Site but Post
Office failed to use the PP Test Software on installation of the PIN
Pad. In the circumstances specified in this paragraph 5.3.8.3 Post
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Office shall be liable for all of Fujitsu Services’ costs in running the PP
Test Software and completing installation of the PIN Pad at that PIN
Pad Site.
5.3.9 In the case of Networked Sites, once the PP Test Software has recognised the
5.3.10
5.3.11
5.3.12
5.3.13
presence of an installed PIN Pad:
5.3.9.1 Fujitsu Services’ SMS software shall capture the presence of and
serial number of that PIN Pad and that PIN Pad will then be deemed
accepted as part of the Horizon Service Infrastructure; and
5.3.9.2 following recognition by Fujitsu Services’ SMS software in accordance
with paragraph 5.3.9.1 if there is a printer available and functioning at
the Networked Site, two receipts will be produced in accordance with
the CCD entitled "PIN Pad Technical Installation Training Guide"
(IM/MAN/022) to show that the PIN Pad has been recognised by the
PP Test Software. If the Networked Site is not connected to a printer,
or it is connected to a printer but the printer is not functioning properly
at that time, a print preview of the receipt shall be used in accordance
with the CCD entitled "PIN Pad Technical Installation Training Guide"
(IM/MAN/022) to show that the PIN Pad has been recognised by the
PP Test Software.
In the case of each PIN Pad Site which is not a Networked Site where PIN Pad
installation is carried out by the NBS Installer, Post Office shall notify Fujitsu
Services in writing forthwith upon completion of installation of a PIN Pad at the
PIN Pad Site and the PIN Pad shall be deemed accepted as part of the Horizon
Service Infrastructure upon receipt by Fujitsu Services of such notification.
In the case of each PIN Pad Site which is not a Networked Site where PIN Pad
installation is carried out by Fujitsu Services, Fujitsu Services shall notify Post
Office in writing forthwith upon completion of installation of a PIN Pad at the PIN
Pad Site and the PIN Pad shall be deemed accepted as part of the Horizon
Service Infrastructure upon completion of installation.
Post Office may at its option from time to time (but no more frequently than once
per week) send to Fujitsu Services a list of the PIN Pad Sites where Post Office
believes a PIN Pad has been successfully installed and the Parties shall then
resolve any discrepancies with Fujitsu Services’ records as soon as reasonably
practicable.
Where:
5.3.13.1 a PIN Pad is left at a PIN Pad Site in accordance with paragraph
5.3.3.5 (b);
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5.3.13.2 installation of the PIN Pad by the NBS Installer has not been in
accordance with the CCD entitled "PIN Pad Technical Installation
Training Guide"; and
5.3.13.3 the PIN Pad left at the site is not found to be faulty when installation is
completed by Fujitsu Services,
Fujitsu Services’ charges for completion of the PIN Pad installation shall be as
specified in paragraph 1.3.3 of Part B of Annex D of Schedule 10.
5.4 OBC stock and spares and post installation obligations
5.4.1
5.4.2
5.4.3
Of the PIN Pads to be procured under paragraph 5.2.1, Post Office shall deliver
to Fujitsu Services by 2 weeks after the completion of the delivery to Post Office
of all of the PIN Pads to be procured under paragraph 5.2.1, 500 PIN Pads to
be held as spares and 500 PIN Pads to satisfy Operational Business Change
requirements for new PIN Pads.
Where, in accordance with Operational Business Change a PIN Pad is removed
from an automated Counter Position and is not moved to another automated
Counter Position the retained PIN Pad shall be added to the OBC Stock. In the
event that, following delivery by Post Office to Fujitsu Services of 500 PIN Pads
to be held as OBC Stock in accordance with paragraph 5.4.1 of this Schedule
24, the OBC Stock is reduced to 100 PIN Pads Fujitsu Services shall notify Post
Office of such in writing or by email. Post Office shall within 5 working days of
receipt of such notification from Fujitsu Services confirm to Fujitsu Services in
writing or by email (an "OBC Stock Notice") whether or not it requires Fujitsu
Services to increase the OBC Stock. Where an OBC Stock Notice requires
Fujitsu Services to augment the OBC Stock Fujitsu Services shall procure the
required number of PIN Pads and shall use reasonable endeavours to do so
within 100 days of receipt of the OBC Stock Notice. Fujitsu Services’ Charges
for such additional PIN Pads procured shall be as set out in paragraph 1.1.3 of
part B of Annex D of Schedule 10.
Fujitsu Services shall:
5.4.3.1 maintain each PIN Pad as part of Horizon Service Infrastructure once
that PIN Pad has been accepted into Horizon Service Infrastructure in
accordance with paragraphs 5.3.9, 5.3.10 or 5.3.11 as the case may
be;
5.4.3.2 save as specified in paragraph 5.4.4 and paragraph 5.4.5, from the
commencement of PIN Pad deployment, include PIN Pads:
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(a) I where new automated Counter Positions are added at a Branch
if the Counter Positions already installed at that Branch are
fitted with PIN Pads; and
(b) I whenever there is a Branch change,
dealt with, in each case, through and in accordance with Operational
Business Change.
5.4.4 In the event that Post Office fails to supply the number of PIN Pads necessary
5.4.5
5.4.6
5.4.7
5.4.8
for Fujitsu Services to meet its obligations in paragraph 5.4.3.2 Fujitsu Services
shall, after having notified Post Office that the OBC Stock is insufficient, be
relieved of its obligations in paragraph 5.4.3.2 until Post Office has supplied
Fujitsu Services with the number of PIN Pads necessary for Fujitsu Services to
fulfil those obligations.
Where:
5.4.5.1 Fujitsu Services receives an OBC Stock Notice stating that the OBC
Stock should not be increased; or
5.4.5.2 Post Office fails to respond to a notification from Fujitsu Services
under paragraph 5.4.2,
Fujitsu Services shall be relieved of its obligations in paragraph 5.4.3.2 where it
does not have the necessary OBC Stock, until Fujitsu Services receives the
required PIN Pads to be added to OBC Stock (following written notification from
Post Office to Fujitsu Services that it requires Fujitsu Services to increase the
OBC Stock).
Post Office shall use Post Office's own installation help desk for all matters
other than Technical Faults and/or Installation Faults.
Fujitsu Services’ SMS software shall monitor installed PIN Pads and detect PIN
Pad failures.
Physical damage to PIN Pads (once installed) will be reported by Post Office to
the Horizon System Help Desk.
If a PIN Pad is sent to the PIN Pad supplier for repair Fujitsu Services shall
procure that it shall perform that repair promptly and then return that Pin Pad to
Fujitsu Services.
5.5 Paypoles
5.5.1
Post Office will install Paypoles at all PIN Pad Sites.
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5.5.2 Post Office may disconnect and reconnect PIN Pads, where necessary, when
repairing Paypoles. In such circumstances disconnection and reconnection of
PIN Pads shall be in accordance with operational procedures specified by
Fujitsu Services to be documented in the CCD entitled "PIN Pad Technical
Installation Training Guide" (IM/MAN/022).
5.5.3 In the circumstances described in paragraph 5.4.3.2 any necessary Paypoles
and cable routing (which shall include dummy cabling) will be installed by Post
Office prior to Fujitsu Services installing the required Counter Equipment and
the PIN Pads.
5.5.4 In any circumstances where a Paypole and the associated PIN Pad both need
to be repaired Post Office shall first repair the Paypole and then report the fact
that the PIN Pad requires repair to Fujitsu Services by telephone to the Horizon
System Help Desk. Following receipt of such call from Post Office Fujitsu
Services shall ensure that there is a properly functioning PIN Pad at that PIN
Pad Site. For the purposes of measurement of the time to repair Service Level
for repair of the PIN Pad measurement shall commence only once a call has
been made to the Horizon System Help Desk in accordance with this paragraph
5.5.4.
5.5.5 Once the initial order of Paypoles under paragraph 5.2.1 has been exhausted,
Post Office may on giving Fujitsu Services at least 100 calendar 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 this
paragraph 5.5.5, Fujitsu Services shall procure the number of Paypoles
specified in the notice and shall use reasonable endeavours to do so within that
100 calendar day notice period. Fujitsu Services’ Charges for procuring such
additional Paypoles shall be as specified in part paragraph 1.2.3 of Part B of
Annex D of Schedule 10.
5.6 Liability for hardware faults
5.6.1 Post Office shall be liable for the cost of damage to:
5.6.1.1 PIN Pads;
5.6.1.2 any hardware elements of the Horizon Service Infrastructure at PIN
Pad Sites (not including Software wherever located); and
5.6.1.3 any costs of remedying defective installations,
as a result of the negligence or wilful acts or omissions during the PIN Pad and
Paypole installation process of Post Office's installation contractors, employees
or agents.
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5.6.2
5.6.3
5.6.4
5.6.5
Post Office shall be liable for the costs (including 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 or agents and, where the damage, loss
or theft occurs at a PIN Pad Site, by the public.
Fujitsu Services shall be liable for the costs of any damage to, loss or theft of a
PIN Pad to the extent caused by or contributed to by Fujitsu Services’
employees, contractors or agents during such times as Fujitsu Services retains
risk in that PIN Pad.
The aggregate limit on Post Office's liability under Clause 32.2.1.1 of this
Agreement shall apply to any sums paid by Post Office under paragraphs 5.6.1
or 5.6.2.
The aggregate limit on Fujitsu Services’ liability under Clause 32.2.3 of this
Agreement shall apply to any sums paid by Fujitsu Services under paragraph
5.6.3.
Nothing in this Schedule 24 shall act to alter the position under the remainder of
this Agreement in respect of liability and cost for pre-existing damage to the
Horizon Service Infrastructure discovered during PIN Pad installation.
lf an automated Counter Position is found to be damaged or inoperable at the
time of installation of a PIN Pad then:
5.6.7.1 Post Office shall install or procure the installation of the PIN Pads and
Paypoles as far as possible; and
5.6.7.2 Fujitsu Services shall, when repairing that Counter Position, complete
the installation of and test the PIN Pad;
in accordance with the CCD entitled "PIN Pad Technical Installation Training
Guide" (IM/MAN/022).
5.7 Risk and title
5.7.1
5.7.3
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.
Title in each Paypole shall pass from Fujitsu Services to Post Office when
Fujitsu Services receives all payments due in respect of that Paypole.
The risk of loss of or damage to each PIN Pad shall pass from Fujitsu Services
to Post Office upon delivery of that PIN Pad to Post Office and shall remain with
Post Office until that PIN Pad has been accepted into the Horizon Service
Infrastructure in accordance with paragraph 5.3.9, 5.3.10 or 5.3.11 of this
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Schedule 24 or delivered to Fujitsu Services by Post Office in accordance with
paragraph 5.4.1 (as the case may be) whereupon it shall pass to Fujitsu
Services.
Title in:
5.7.4.1 each PIN Pad other than those PIN Pads referred to in paragraph
5.7.4.2 shall pass from Fujitsu Services to Post Office when Fujitsu
Services receives all payments due in respect of that PIN Pad
(provided that such payments are made prior to acceptance of that
PIN Pad into the Horizon Service Infrastructure) and shall then pass
from Post Office to Fujitsu Services upon acceptance of that PIN Pad
into the Horizon Service Infrastructure under paragraphs 5.3.9, 5.3.10
or 5.3.11 of this Schedule 24; and
5.7.4.2 each PIN Pad delivered to Fujitsu Services in accordance with
paragraph 5.4.1 shall pass from Fujitsu Services to Post Office when
Fujitsu Services receives all payments due in respect of that PIN Pad
(provided that such payments are made prior to delivery of the PIN
Pad to Fujitsu Services) and shall then pass from Post Office to Fujitsu
Services upon delivery of the PIN Pad to Fujitsu Services by Post
Office.
If the payments referred to in paragraphs 5.7.4.1 or 5.7.4.2 are made after
acceptance of the PIN Pad into the Horizon Service Infrastructure or after
delivery of the PIN Pad to Fujitsu Services (respectively) then title to that PIN
Pad shall not pass to Post Office but shall remain with Fujitsu Services.
5.8 General
5.8.1
5.8.2
5.8.3
Fujitsu Services shall not be liable to Post Office in respect of any breach of its
obligations in this paragraph 5 of Schedule 24 (the "PP Dependent Obligations")
or any delay in performing the PP Dependent Obligations to the extent that such
breach or delay was caused by the failure by Post Office to comply (or to
ensure that the NBS Installer complies, as the case may be) with its obligations
under paragraphs 5.2.4, 5.3.3.5(b), 5.5.3, 5.5.4 or 5.6.7 of this Schedule 24 (a
“PP Dependency Failure").
Fujitsu Services shall notify Post Office in writing as soon as reasonably
practicable after Fujitsu Services becomes aware of any PP Dependency
Failure or becomes aware of any matters or circumstances which would with
the effluxion of time result in a PP Dependency Failure.
In the event of a PP 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 PP Dependent Obligation in
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question to the extent that such increased costs and expenses were the result
of the PP 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.
5.8.4 Fujitsu Services shall use all reasonable endeavours to mitigate the amounts (if
any) payable under paragraph 5.8.3 of this Schedule 24.
6. NBS ACCEPTANCE
6.1 General
6.1.1. This paragraph 6 of Schedule 24 sets out the procedures and responsibilities of
each Party relating to NBS Acceptance.
6.2 NBS acceptance test stages and documentation
6.2.1 NBS Testing Stages
6.2.1.1 Testing of End to End Banking shall be carried out in seven stages (as
described in Annex 1 to this Schedule) and one testing phase (the NB
Pilot (Soft Launch) phase).
6.2.1.2 Testing of the NBS for the purposes of NBS Acceptance shall be
carried out during the following:
(a)
(b)
(d)
(e)
(
(9)
the NBS Testing Stage (Acceptance Stage 1);
the Partial E2E Testing Stage (Acceptance Stage 3), but only if
Fujitsu Services identifies NBS Tests which may be carried out
in that stage;
the NB Full E2E Testing Stage (Acceptance Stage 4);
the NBS/NBE Testing Stage (Acceptance Stage 5);
the CAPO Testing Stage (Acceptance Stage 6) (subject to
paragraph 6.2.1.3 of this Schedule);
the Bank Interface Testing Stage (Acceptance Stage 7) (subject
to paragraph 6.2.1.3 of this Schedule); and
the NB Pilot (Soft Launch).
6.2.1.3. Testing of Bank interfaces which are not ready and available for
testing within the period from the beginning of the NB Full E2E Testing
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6.2.1.4
6.2.1.5
6.2.1.6
6.2.1.7
6.2.1.8
6.2.1.9
6.2.1.10
Stage to be agreed by the Parties in accordance with paragraph
6.2.1.8 below shall be carried out as part of the Bank Interface Testing
Stage (Acceptance Stage 7). Such interface testing shall be carried
out as and when required as an additional NB Full End to End Testing
Stage in parallel with or, in respect of those elements of the Bank
Interface Testing Stage which are not NBS Tests, subsequent to NB
Pilot (Soft Launch).
Fujitsu Services shall not be involved in and no NBS Tests shall take
place during or as part of Acceptance Stage 2 (as such stage is
described in paragraph 1.2 of Annex 1 to this Schedule 24).
The NBS Testing Stage and the Partial E2E Testing Stage shall each
be independent but may run in parallel.
The NB Full E2E Testing Stage and the NB Pilot (Soft Launch) phase
shall commence in accordance with the provisions of paragraph 6.3.2
of this Schedule 24.
Fujitsu Services' NBS Acceptance Procedure obligations which relate
to LINK are as set out in Annex 2 to this Schedule 24.
The period referred to in paragraph 6.2.1.3 above shall be no greater
than 4 weeks and shall be agreed by the Parties no later than two (2)
months prior to the commencement of the NB Full E2E Testing Stage.
In reaching agreement on a suitable period the Parties shall:
(a) not unreasonably withhold agreement; and
(b) take into account the resources available to each Party and the
availability of testing rigs and other testing infrastructure.
Post Office shall be responsible for ensuring that test versions of the
NBE are made available (from the applicable date specified in the NB
Project Plan) for the purposes of Direct Interface Tests and other
testing by Fujitsu Services of the interface between the Data Centres
and the NBE (other than for Fujitsu Services’ unit tests, system tests
and conformance tests).
Post Office shall be responsible for preparing the contents of Direct
Interface Tests to be carried out to assess conformance against the
AIS and TIS requirements, and Fujitsu Services shall agree such
Direct Interface Tests (such agreement not to be unreasonably
withheld or delayed).
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6.2.2 Documentation
6.2.2.1
6.2.2.2
In addition to the CCD entitled "NBS Acceptance Criteria"
(NB/ACR/001), the following CCDs are required for the purposes of
NBS Acceptance:
(a) the "NBS Testing Specifications"; and
(b) the "NBS Testing Plan" by reference to which the NBS Tests
shall be carried out (a single NBS Testing Plan may be
produced which incorporates all NBS testing stages).
Fujitsu Services shall use reasonable endeavours to produce drafts of
the above CCDs by the date specified in the NB Project Plan for such
production. Post Office and Fujitsu Services shall use reasonable
endeavours in working towards approval of those documents by Post
Office (such approval not to be unreasonably withheld) by the date(s)
specified in the NB Project Plan.
6.2.3 Changes to the Agreement and/or CCDs
6.2.3.1
6.2.3.2
6.2.3.3
Prior to the NBS Acceptance Date, where either Party requests a
change to any provision of this Agreement or any CCD which relates
to the NBS, the Change Control Procedure shall be followed, save
that Post Office shall review the NBS Acceptance Criteria to determine
whether any changes are required. Such changes may include:
(a) deletion of criteria that were derived from deleted provisions;
(b) addition of new criteria relating to new or extended provisions;
and/or
(c) modification of criteria relating to changed provisions.
Changes requested by either Party to the provisions of this Agreement
or any CCD, and any related changes to the NBS Acceptance Criteria
(identified by Post Office) and/or to the relevant NBS Tests, NBS
Testing Specifications and NBS Testing Plan (such changes being
identified by Fujitsu Services) shall be agreed under a single CCN.
If changes are made to NBS Tests that are already in progress or
have been completed then, unless the Parties agree otherwise or the
results of those changed NBS Tests can be derived from the results of
NBS Tests already carried out, those tests shall be repeated.
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6.3 Requirements for stage progression & NBS Acceptance
6.3.1
NBS Acceptance shall occur once all of the following have been satisfied:
6.3.1.1 the earliest planned date as specified in the NB Project Plan for
completion of NB Pilot (Soft Launch) shall have occurred;
6.3.1.2 subject to paragraphs 6.3.6 to 6.3.10 of this Schedule 24 all NBS
Tests shall have been completed;
6.3.1.3 there shall be no outstanding NB High Severity NBS Acceptance
Incidents;
6.3.1.4 the number of outstanding NB Medium Severity NBS Acceptance
Incidents shall be 5 or less;
6.3.1.5 each NB Medium Severity NBS Acceptance Incident shall have an
agreed rectification plan, agreement to which shall not
unreasonably withheld; and
6.3.1.6 each NB Low Severity NBS Acceptance Incident shall have a target
date and if appropriate, a target Release for rectification.
NBS Stage Progression shall occur:
6.3.2.1 in relation to progression from the NBS Testing Stage to the NB Full
E2E Testing Stage once all of the following have been satisfied:
(a) I subject to paragraphs 6.3.6 to 6.3.10 of this Schedule 24 all
NBS Tests scheduled for the NBS Testing Stage shall have
been completed;
(b) there shall be no outstanding NB High Severity NBS
Acceptance Progress Incidents; and
(c) the number of outstanding NB Medium Severity NBS
Acceptance Progress Incidents shall be 10 or less,
6.3.2.2 in relation to progression from the NB Full E2E Testing Stage to the
NB Pilot (Soft Launch) phase, once all of the following have been
satisfied:
(a) subject to paragraphs 6.3.6 to 6.3.10 of this Schedule 24 all
NIBS Tests scheduled or the NB Full E2E Testing Stage shall
have been completed;
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(b) there shall be no outstanding NB High Severity NBS
Acceptance Progress Incidents; and
(c) the number of outstanding NB Medium Severity Acceptance
Progress Incidents shall be 5 or less.
6.3.3 If the Parties do not agree whether NBS Acceptance or NBS Stage Progression
should occur, the provisions of paragraphs 6.6 and 6.7 of this Schedule 24
relating to Dispute resolution shall apply.
A NBS Acceptance Incident or NBS Acceptance Progress Incident which
following investigation by Fujitsu Services is found to have been solely caused
by a fault or deficiency in End To End Banking other than those elements of End
to End Banking provided by Fujitsu Services shall not count towards the
thresholds in paragraphs 6.3.1 and 6.3.2 of this Schedule 24.
NBS Acceptance Incidents or NBS Acceptance Progress Incidents which result
from the same failure or deficiency shall be counted as a single NBS
Acceptance Incident or NBS Acceptance Progress Incident (as applicable) for
the purposes of the thresholds in paragraphs 6.3.1 and 6.3.2 of this Schedule
24.
If, other than as a result of a Default of Fujitsu Services, it is impossible for an
NBS Test to be carried out when scheduled in the NBS Testing Plan then that
NBS Test (a "Deferred NBS Test") shall instead be carried out by Fujitsu
Services as soon as reasonably practicable or at such later time as the Parties
may agree (which shall be no later than 6 months after NBS 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 NBS Test shall be carried out by Fujitsu Services as soon as
reasonably practicable).
The non-occurrence of a Deferred NBS Test at the time originally scheduled in
the NBS Testing Plan shall not prevent NBS Stage Progression or NBS
Acceptance, each of which shall be assessed on the basis of:
6.3.7.1. those NBS Tests scheduled to take place for that NBS Stage
Progression or for NBS Acceptance, as the case may be which are not
Deferred NBS Tests; and
6.3.7.2 those Deferred NBS Tests which, when rescheduled in accordance
with paragraph 6.3.6 of this Schedule 24 are due to take place for the
purposes of the next NBS Stage Progression or for NBS Acceptance,
as the case may be.
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6.3.9
6.3.10
If when a Deferred NBS Test is carried out after NBS Acceptance it is not
successfully completed that failure shall not of itself constitute a Default under
this Agreement or entitle Post Office to raise an NBS Acceptance Incident or
NBS Stage Progression Incident.
The failure of Fujitsu Services to carry out a Deferred NBS Test in accordance
with paragraph 6.3.6 of this Schedule 24 shall constitute a Default under this
Agreement.
Paragraph 6.3.8 of this Schedule 24 shall not act to reduce or alter the liability
of Fujitsu Services for any breaches by it of this Agreement.
6.4 NBS acceptance test procedure
6.4.1
NBS Tests
6.4.1.1
6.4.1.2
6.4.1.3
6.4.1.4
6.4.1.5
Each of the NBS Acceptance Criteria will be verified by one or more
NBS Tests. A NBS Test may be either a NBS Trial or a NBS Review
(as described in paragraph 2 of Annex 1 to this Schedule 24).
NBS Reviews will only be used where more direct testing methods in
the form of a NBS Trial are not available or appropriate.
Evidence (including, without limitation, test results, test observations,
data or other information) provided by Fujitsu Services for review in
relation to NBS Tests ("NBS Testing Evidence") shall by default be
available to all Post Office employees and contractors unless such
evidence is:
(a) I Confidential Information, in which case disclosure shall be
governed by the provisions of Clause 50 of this Agreement; or
(b) considered to be or categorised as sensitive in accordance with
paragraphs 6.4.1.4 or 6.4.1.5 of this Schedule 24, in which case
disclosure will be governed by those provisions (as applicable).
NBS Testing Evidence that can reasonably be considered to be
particularly sensitive because access to such information could
compromise the security of the NBS or other Post Office Services will
be restricted to named employees or contractors of Post Office who
shall be nominated by Post Office to review it on Post Office's behalf
and access to the information shall be in accordance with such
reasonable conditions as may be imposed by Fujitsu Services.
Subject to paragraph 6.4.1.6, NBS Testing Evidence which is
categorised by Fujitsu Services (acting reasonably) as particularly
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6.4.2
commercially sensitive to Fujitsu Services shall only be disclosed to
named employees or contractors of Post Office (such named
individuals to be approved by Fujitsu Services). Post Office shall 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).
6.4.1.6 Fujitsu Services shall not be entitled to categorise any NBS Testing
Evidence as commercially sensitive where that evidence solely
reflects a visible manifestation or result of the operation of the NBS or
the NB System, as opposed to how the NBS or the NB System
achieves that manifestation or result.
6.4.1.7 Sensitive information disclosed as evidence pursuant to paragraphs
6.4.1.4 or 6.4.1.5 above may also be disclosed by Post Office or
Fujitsu Services to the NBS Expert, the NBS Acceptance Management
Board or the NBS Acceptance Board if such disclosure is necessary
for the resolution of a Dispute.
6.4.1.8 Fujitsu Services shall supply at Post Office's request such supporting
evidence for the completion of a NBS Test which can be reasonably
regarded as necessary for Post Office to validate whether the NBS
Acceptance Criteria for that test have been met.
Raising of NBS Acceptance Incidents and other occurrences
6.4.2.1 Subject to paragraph 6.4.2.6 below, a NBS Acceptance Incident shall
be raised by Fujitsu Services in each of the following circumstances:
(a) a NBS Trial fails to meet the NBS Acceptance Criteria for that
trial;
(b) a document subject to a NBS Review fails to meet the NBS
Acceptance Criteria for that document;
(c) an observation of a NBS Trial or of the NB Pilot (Soft Launch)
demonstrates that: (i) the NBS Acceptance Criteria are not
being met; (ii) the introduction of the NBS has resulted or might
reasonably be expected to result in the Applications (other than
the NBS) or the Infrastructure Services no longer functioning or
being performed (as the case may be) in accordance with the
provisions of this Agreement or no longer having the capability
to be performed in accordance with the Service Levels relating
thereto; or (iii) the NBS will not have the capability to meet the
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6.4.2.2
6.4.2.3
6.4.2.4
6.4.2.5
Service Levels set out in Part A of Annex 3 of Schedule 15 as
and when required by this Agreement.
In addition, Fujitsu Services shall report to Post Office any material
undesirable occurrences which are not NBS Acceptance Incidents
observed by it whilst conducting NBS Tests.
Subject to paragraph 6.4.2.6 below, Post Office may raise a NBS
Acceptance Incident whenever Post Office becomes aware of
evidence that any of the above circumstances has arisen or becomes
aware that the NBS Acceptance Criteria are not being met or that
introduction of the NBS has resulted or might reasonably be expected
to result in the Applications (other than the NBS) or the Infrastructure
Services no longer functioning or being performed (as the case may
be) in accordance with the provisions of this Agreement.
Where this Agreement expressly states that the NBS will not:
(a) permit specified functions or activities; or
(b) cause certain specified behaviour,
and such functions, activities or behaviour are observed to occur during
testing of the NBS then, subject to paragraph 6.4.2.6 below, the
observing Party shall (in the case of Fujitsu Services) or may (in the
case of Post Office) raise a NBS Acceptance Incident.
If:
(a) a NBS Test is required in respect of a provision of this
Agreement of the type referred to in paragraph 6.4.2.3 of this
Schedule 24; or
(b) a NBS Acceptance Incident is raised in relation to such
provision,
the NBS Test or proof of resolution of that incident (as the case may
be) shall take the form of a reasonable demonstration or examination
that the functions, activities or behaviour referred to in paragraph
6.4.2.3 of this Schedule 24 do not occur. Fujitsu Services shall not be
required to demonstrate on an ongoing basis that such functions,
activities or behaviour do not occur or will not occur.
If following a successful NBS Test or proof of resolution of a NBS
Acceptance Incident as referred to in paragraph 6.4.2.4 of this
Schedule 24, a further NBS Acceptance Incident shall (in the case of
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6.4.2.6
6.4.2.7
Fujitsu Services) or may (in the case of Post Office) be raised in
accordance with paragraph 6.4.2.3 of this Schedule 24 if the
applicable functions, activities or behaviour above are observed to
occur again.
Each Party shall raise a NBS Acceptance Incident as soon as
reasonably practicable after becoming aware of such incident.
However, NBS Acceptance Incidents shall not be raised in respect of
any NBS Acceptance Criteria before commencement of the NBS
Acceptance stage or phase designated in the NBS Testing Plan for
testing those NBS Acceptance Criteria. Once NBS Acceptance has
occurred no new NBS Acceptance Incidents may be raised. For the
purposes of this paragraph 6.4.2.6, a "new NBS Acceptance Incident"
means a NBS Acceptance Incident which occurs after the NBS
Acceptance Date or which occurs on or before that date, but is not
reported to Fujitsu Services before the NBS Acceptance Date. Once
NBS Stage Progression has occurred no additional NBS Acceptance
Incidents shall be classified as NBS Acceptance Progress Incidents in
respect of that NBS Stage Progression.
NBS Acceptance Incidents shall be raised by being reported in writing
or by email by Post Office or Fujitsu Services (as applicable) to the
other Party's NBS Acceptance Manager.
6.4.3 Analysis and classification of NBS Acceptance Incidents
6.4.3.1
Fujitsu Services shall analyse each NBS Acceptance Incident and
produce a written report (which shall be provided to Post Office NBS
Acceptance Manager) detailing Fujitsu Services’ proposals for:
(a) _ the severity classification of the NBS Acceptance Incident;
cS
(
) related rectification activities (if applicable);
(c) re-testing dates/periods (if applicable); and
(d) _ the severity classification of the NIBS Acceptance Incident as a
NBS Acceptance Progress Incident (if applicable).
Fujitsu Services shall not be obliged to repeat the detail set out above
in written reports relating to occurrences which are repeat instances of
an outstanding NBS Acceptance Incident, unless Fujitsu Services is or
becomes aware that any such repeat instance arises from a cause
which is different to that for other such instances where such detail
has already been provided. Reference shall be made in such written
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6.4.3.2
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reports to the original written report for the applicable outstanding NBS
Acceptance Incident.
Each NBS Acceptance Incident shall be classified according to its
severity:
(a) for the purposes of NBS Acceptance; and
(b) if that NBS Acceptance Incident remains outstanding prior to
either NBS Stage Progression, for the purposes of the NBS
Stage Progression in question.
Fujitsu Services shall propose and Post Office and Fujitsu Services
shall agree (such agreement not to be unreasonably withheld) such
severity classifications for each NBS Acceptance Incident in
accordance with the criteria in the following table:
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Severity
Description (for the purposes of NBS
Acceptance)
Description (for the purposes of NBS
Stage Progression)
High
The NBS Acceptance Incident was
caused by the introduction of the NBS and
results in a defect which would render the
Applications or the Infrastructure Services
unfit for operational use.
The NBS Acceptance Incident was
caused by the introduction of the NBS and
results in a defect which would render the
Applications or the Infrastructure Services
unfit for testing during the NB Full E2E
Testing Stage or NB Pilot (Soft Launch)
(whichever is applicable) or unfit for live
Operational use during NB Pilot (Soft
Launch) (taking into account that NB Pilot
(Soft Launch) will only take place in a
limited number of Branches).
Medium
The NBS Acceptance Incident was
caused by the introduction of the NBS
resulting in a defect which would not
prevent operation of the Applications or
the Infrastructure Services but would
cause significant problems in the
operational use of one or more of the
Applications or the Infrastructure
Services.
The NBS Acceptance Incident was
caused by the introduction of the NBS and
results in a defect which would
significantly prejudice the validity of the
testing to be carried out in the NB Full
E2E Testing Stage or NB Pilot (Soft
Launch) (whichever is applicable).
Low
The NBS Acceptance Incident was
caused by the introduction of the NBS
resulting in a defect which does not have
a significant effect on operational use of
the Applications or the Infrastructure
Services.
The NBS Acceptance Incident was
caused by the introduction of the NBS
resulting in a defect which would have
some but no significant effect on the
validity of the testing to be carried out in
the NB Full E2E Testing Stage or NB Pilot
(Soft Launch) (whichever is applicable).
Non
Incident
An incident raised by either Party which,
following investigation is found:
(a) not to be a defect;
(b) not to have resulted from the
introduction of the NBS; or
(c) _ not to fall within the high, medium or
An incident which:
(a) is nota NBS Acceptance Incident, or
(b) would have no effect on the validity
of the testing to be carried out in the
NB Full E2E Testing Stage or NB
Pilot (Soft Launch) Stage.
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Severity
Description (for the purposes of NBS
Acceptance)
Description (for the purposes of NBS
Stage Progression)
low categories set out in this column.
6.4.3.3 For the purpose of paragraph 6.4.3.2 a NBS Acceptance Incident shall
be regarded as having been caused by the introduction of the NBS:
(a) _ if that incident is identified in a NBS Trial, NBS Review or the
NB Pilot (Soft Launch); and
(b) where the behaviour of the Horizon Service Infrastructure giving
rise to that incident (i) has not been previously observed, or (ii)
had been previously observed in relation to the Application
(other than the NBS) or the Infrastructure Services but such
behaviour had been resolved prior to commencement of testing
of the NBS,
unless following investigation by Fujitsu Services, that incident is
found to be unrelated to the introduction of the NBS.
6.4.3.4 Where a NBS Acceptance Incident can be attributed to faults in the
NBS and faults in other elements of End to End Banking, the severity
of that incident (for the purposes of NBS Acceptance and NBS Stage
Progression) shall be classified with reference to the fault in the NBS
alone and not those faults in other elements of End to End Banking.
6.4.4 Repeat Testing
Any failed NBS Acceptance Test may, prior to the end of the NB Pilot (Soft
Launch) phase, be repeated by Fujitsu Services as many times as necessary in
order for NBS Acceptance and/or NBS Stage Progression to be achieved.
Fujitsu Services shall propose dates for such repeat tests having regard to the
overall NB Project Plan. Post Office shall be responsible for making personnel
available to observe such repeat testing. In the case of repeated NBS Reviews,
Post Office shall be entitled to the same elapsed time for the repeated review as
was scheduled for the original failed review. Fujitsu Services shall only propose
repeat tests when it reasonably believes a different (i.e. improved) outcome
would result.
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6.4.5 Rectificati
6.4.5.1
6.4.5.2
ion Plan
For each NB Medium Severity NBS Acceptance Incident which is
outstanding on the NBS Acceptance Date, Fujitsu Services shall
prepare a written plan which includes:
(a) a statement of the operational impact and any necessary
temporary procedures to be adopted by Users;
(b) adescription of how rectification is to be achieved; and
(c) atimetable for rectification.
For each NB Low Severity NBS Acceptance Incident which is
outstanding on the NBS Acceptance Date, Fujitsu Services shall
identify a target date and, if appropriate, a target Release for
rectification.
6.5 Consequences of achieving NBS Acceptance & NBS Stage Progression
After NBS Acceptance, provided that Fujitsu Services continues to meet an obligation
using the NBS as tested or demonstrated to Post Office during the NBS Acceptance
Procedure, Post Office shall not be entitled to require that Fujitsu Services meets that
same obligation in some other way.
6.6 Management
6.6.1 Approach
NBS Acceptance shall be managed by Post Office and Fujitsu Services at three
levels tog
ether with an independent Dispute resolution process as described in
this paragraph 6.6 and paragraph 6.7 of this Schedule 24.
6.6.2 NBS Acceptance Board
The NBS
Acceptance Board shall be constituted, deal with the matters and
meet at the intervals as set out in Annex 6 to this Schedule 24.
6.6.3 NBS Acceptance Management Board
The NBS
Acceptance Management Board shall be constituted, deal with the
matters and meet at the intervals as set out in Annex 6 to this Schedule 24.
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6.6.4
6.6.5
NBS Acceptance Administration
Each of Post Office and Fujitsu Services shall nominate a NBS Acceptance Co-
ordinator with responsibility for maintaining records of the NBS Acceptance
Procedure, for preparing status reports for review by the NBS Acceptance
Management Board and for organising the attendance of participants in NBS
Tests and meetings.
Resolution of NBS Acceptance Disputes
6.6.5.1 If Post Office and Fujitsu Services do not agree on:
(a)
(b)
(d)
(e)
(9)
(h)
the form or content of NBS Tests or NBS Testing Specifications;
changes to NBS Acceptance Criteria, NBS Tests, NBS Testing
Specifications or the NBS Testing Plan consequent upon
changes to the provisions of this Agreement or CCDs pursuant
to paragraph 6.2.3.1 of this Schedule 24;
whether any NBS Tests should be repeated pursuant to
paragraph 6.2.3.2 of this Schedule 24 as a consequence of
changes to NBS Tests;
results of NBS Tests;
whether an event or occurrence is a NBS Acceptance Incident
or a NBS Acceptance Progress Incident or both;
classification of severity of NBS Acceptance Incidents or NBS
Acceptance Progress Incidents;
whether a NBS Acceptance Incident has been caused by a
deficiency or fault in a component of Horizon Service
Infrastructure used to provide the NBS, or in the NBS itself (for
which Fujitsu Services is responsible) or a deficiency or fault in
other End to End Banking services, systems (such as the NBE)
or data (including, without limitation, Reference Data) of Post
Office or a third Party (for which Post Office is responsible); or
adequacy of NBS rectification plans,
the Parties shall refer such dispute (the "Dispute") in the first instance
to the NBS Acceptance Management Board.
6.6.5.2 If within 5 working days (3 working days if within the NB Pilot (Soft
Launch) phase) of a Dispute having been considered by the NBS
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6.6.5.3
Acceptance Management Board the Dispute is not resolved then
either Post Office or Fujitsu Services may refer that Dispute to the
NBS Acceptance Board which shall be convened as soon as
reasonably practicable to resolve that Dispute.
If within 5 working days (3 working days if within the NB Pilot (Soft
Launch) phase) of a Dispute having been referred to the NBS
Acceptance Board the Dispute is still not resolved, then either Fujitsu
Services or Post Office may refer the Dispute to the NBS Expert for
determination in accordance with paragraph 6.7 of this Schedule 24.
6.7 NBS acceptance disputes
67.1
Appointment of NBS Expert
6.7.1.1
6.7.1.2
6.7.1.3
6.7.1.4
6.7.1.5
The Parties have agreed to appoint an NBS Expert as soon as
reasonably practicable (and in any event prior to the date of
commencement of the NBS Testing Stage) to assist in resolving
Disputes relating to NBS Acceptance.
The NBS Expert shall be an individual who is:
(a) qualified to resolve such Disputes; and
(b) approved by both Parties (such approval not to be
unreasonably withheld or delayed).
In the event that the Parties fail to agree upon the NBS Expert to be
appointed, the NBS Expert shall be appointed at the request of Post
Office or Fujitsu Services by the president for the time being of the
Institute of Electrical Engineers so long as such appointee shall meet
the criteria in paragraph 6.7.1.2 (a) above.
The NBS Expert shall act as an expert and not an arbitrator and his
fees shall be borne by the Parties in equal shares.
General terms of reference for the NBS Expert shall be agreed by the
Parties prior to the commencement of the NBS Testing Stage.
NBS Acceptance Dispute Resolution
6.7.2.1
Each Dispute referred to in the circumstances described in paragraph
6.6.5.3 of this Schedule 24 shall be referred to the NBS Expert to
obtain initial guidance.
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6.7.2.2 Within 5 working days after a reference pursuant to paragraph 6.7.2.1
above the Parties shall agree a joint statement to be submitted to the
NBS Expert describing the Dispute to be resolved by the NBS Expert,
the scope of the Decision which may be required to be made by the
NBS Expert in accordance with paragraph 6.7.2.4 of this Schedule 24
and each Party's position in relation to that Dispute.
6.7.2.3. Once the NBS Expert has given to the Parties his initial guidance on
the Dispute, the NBS Acceptance Board shall meet and attempt to
resolve the Dispute with the advice and guidance of the NBS Expert.
6.7.2.4 If the Dispute is not resolved during the meeting pursuant to
paragraph 6.7.2.3 above, then either Fujitsu Services or Post Office
may request that the NBS Expert make a decision (the "Decision") as
to how the Dispute should be resolved.
6.7.2.5 The Decision shall be final and binding on the Parties.
7. POST OFFICE NBS RESPONSIBILITIES AND NBS OBLIGATIONS
7.1 Introduction
7AA
7.1.2
Part 1 of this paragraph 7 sets out the responsibilities of Post Office in
connection with the implementation and acceptance of the NBS ("Banking
Implementation Responsibilities").
Part 2 of this paragraph 7 sets out the obligations of Post Office in connection
with the provision of the implementation and acceptance of the NBS ("Banking
Implementation Obligations").
Any failure by Post Office to carry out a Banking Implementation Responsibility
shall not be a Default under this Agreement.
The omission from the tables in this paragraph 7 of an obligation or
responsibility of Post Office connected with the implementation and acceptance
of the NBS shall:
7.1.4.1 _ if the obligation is stated as something for which Post Office "shall be
responsible", result in that obligation being classed as a “Banking
Implementation Responsibility" for the purpose of this Schedule 24;
7.1.4.2 _ if the obligation is stated to be something which Post Office "shall do",
result in that obligation being classed as a "Banking Implementation
Obligation" for the purpose of this Schedule 24;
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7.16
7.1.4.3 _ if the obligation is to make payment to Fujitsu Services, result in that
obligation being classed as a "Banking Implementation Obligation" for
the purpose of this Schedule 24; and
7.1.4.4 in all other cases shall be, as the context so requires, a Banking
Implementation Obligation or Banking Implementation Responsibility
for the purposes of this Schedule 24.
Fujitsu Services shall not be liable to Post Office in respect of any breach of its
Obligations in respect of the implementation and acceptance of the NBS (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 Implementation Obligation or a Banking Implementation
Responsibility (a "Dependency Failure").
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 (other than in relation to any Level 1,
Level 2 or Level 3 NB T&M Work task under the NB Project Plan), 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 7.1.7 of this Schedule 24.
7.2 The references to “N01” and “NOS” in the column headed “Reference” in the tables
below are references to Schedules NO1 and NOS to this Agreement in its form prior to
approval of CCN 1100. It is the intention of the Parties that on or before 31 March 2003
these references shall be updated so that they refer to the relevant provisions of this
Agreement (in its form after approval of CCN 1100).
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Part 1 - Banking Implementation Responsibi
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Reference
Paragraphs
Schedule 24
(previously in
Schedule N02)
6.2.1.9, 6.2.1.10, 6.2.2.2, 6.4.4, 6.6.5.1, Annex 1: 2.2.2, 1.3 - 1.8 (inclusive),
Annex 2: 1.2, 1.3
Schedule 24
(previously in
Schedule N04)
8.6.1, 8.7.1.3
NO1, 3.3
Fujitsu Services shall update the TIS required for those interfaces for
approval by Post Office, such approval not to be unreasonably withheld.
NO1, 4.2
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 by the applicable date specified in the NB Project Plan
Fujitsu Services shall propose and Post Office shall agree (such agreement
not to be unreasonably withheld) any enhancements required to the CCD
entitled “Horizon OPS Style Guide” (SD/STD/001) for the NBS.
NO1, 4.4.1
On and after the applicable date specified in the NB Project Plan, Post
Office shall be responsible for generating and transmitting (as reasonably
required by Fujitsu Services) test Reference Data to Fujitsu Services’
RDMC.
NO1, 5.4.1
Fujitsu Services shall develop for agreement by Post Office (such
agreement not to be unreasonably withheld) clear and unambiguous
processes and procedures for the operation of the NBS in Outlets. Fujitsu
Services shall document such agreement in a PPD (the “NB PPD”) and
such other PPDs as the parties agree to be appropriate.
N01, 8.2.3
Post Office shall not unreasonably withhold or delay its agreement to the
design of back end processes and Banking Transaction processing
procedures required to support the reconciliation and incident management
of Banking Transactions.
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Part 2 - Banking Implementation Obligations
Reference
Paragraphs
Schedule 24
(previously in
Schedule N02)
6.2.3.1, 6.4.1.4, 6.4.1.5, 6.4.3.2, 6.6.1, 6.6.4
Schedule 24
(previously in
Schedule N04)
NO5, 7.1
Post Office shall propose a description of the operational procedures
around the NBE/Horizon Service Infrastructure boundary including (but not
limited to) exception reporting and escalation points to be agreed by the
Parties (such agreement not to be unreasonably withheld) and documented
by Post Office in a Working Document entitled “NBE Operational Level
Agreement”.
Schedule 24
(previously in
Schedule NO6)
9.4, 9.7
NO1, 5.4.4 Post Office shall ensure that all Users of the NBS in Outlets are trained in
the use of the NBS within their role and the procedures as set out in the NB
PPD
8. NBS IMPLEMENTATION
8.1 Introduction
The NBS shall be implemented through a number of Releases with minimal disruption
to operational service, subject to the Release introduction provisions of the CCD entitled
“Service Management Service: Service Introduction” (CS/SER/014) and paragraph 6.2
of Schedule 15.
8.2 NB Project Plan
8.2.1 Fujitsu Services shall produce and maintain a project plan (the "NB Project
Plan") for the fulfilment of its obligation under this Agreement in relation to the
NBS.
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8.2.2
8.2.3
The NB Project Plan shall comprise three Levels of detail. The Level 1 and
Level 2 elements of the NB Project Plan shall be at a level of detail equivalent to
that set out in Annexes 3 and 4 to this Schedule, respectively.
Annexes 3 and 4 to this Schedule comprise the Level 1 and Level 2 elements of
the NB Project Plan as at the date of approval of CCN850.
The Level 3 elements of the NB Project Plan shall be at a level of detail
equivalent to that set out in the example at Annex 5 of this Schedule (which is
included for information purposes only).
In respect of each version of the NB Project Plan provided in accordance with
paragraph 8.2.6 of this Schedule, each Level 3 task on the NB Project Plan:
8.2.5.1 having a deliverable to be produced as a result of that task shall have
a summary description of that deliverable; and
8.2.5.2 if T&M Work, shall have a T&M Budget associated with it.
Twice in every Work Period following the date of approval of CCN850, Fujitsu
Services shall issue a revised version of the NB Project Plan which shall
contain:
8.2.6.1 the Level 2 elements of the NB Project Plan for the 8 months following
the start of the week in which that revised NB Project Plan is issued
(or until the date shown in the table in paragraph 8.9.1.3 of this
Schedule 24 for cessation of NB project planning, if shorter); and
8.2.6.2 the Level 3 elements of the NB Project Plan for the 4 months following
the start of the week in which that revised NB Project Plan is issued
(or until the date shown in the table in paragraph 8.9.1.3 of this
Schedule 24 for cessation of NB Project planning, if shorter).
Fujitsu Services shall issue such revised versions of the NB Project Plan within
8 Working Days of the start of a Work Period and within 8 Working Days of the
third week in a Work Period containing four weeks and within 8 Working Days of
the fifth week in a Work Period containing five weeks.
8.3 Reporting and obligations if delay occurs
8.3.1
From the date of approval of CCN850 Fujitsu Services shall report to Post
Office on its progress in achieving the tasks set out in the NB Project Plan for
the period since the last report and on its management of the work set out in
that plan.
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8.3.2
8.3.4
8.4 Budget
Fujitsu Services shall report to Post Office in accordance with paragraph 8.3.1
of this Schedule not later than the eighth Working Day after the end of the
period to which the report relates.
Fujitsu Services shall provide together with the reports to be provided under
paragraph 8.3.1 of this Schedule 24 a document setting out for the period to
which the report relates:
8.3.3.1 for each of Fujitsu Services’ personnel who worked on any NB T&M
Work task during that period, the proportion of that person's working
time spent on NB T&M Work tasks and the proportion spent on non-
NB T&M Work tasks;
8.3.3.2 time recording information showing for each NB T&M Work task on
which work was carried out during that period the amount of time for
which each individual who worked on that task did so; and
8.3.3.3 for each non-NB T&M Work task on which work was scheduled to be
carried out during that period the percentage of that task completed
during that period and the percentage of that task which was
scheduled to be completed during that period.
If at any time a Level 2 task has not been started or completed by the date set
for that event in the NB Project Plan Fujitsu Services shall notify Post Office
forthwith. If the failure to carry out that task:
8.3.4.1 affects any Level 2 task NB T&M Budget or external touchpoint (as set
out in or derived from the NB Project Plan), Fujitsu Services shall as
soon as reasonable practicable provide proposals to mitigate the
failure; or
8.3.4.2 affects neither any Level 2 task NB T&M Budget nor external
touchpoint (as set out in or derived from the NB Project Plan), Fujitsu
Services shall take appropriate mitigating action and shall report such
action to Post Office in accordance with paragraph 8.3.1 of this
Schedule.
Fujitsu Services shall notify Post Office as soon as reasonably practicable after
receipt of such if at any time Fujitsu Services receives any notice or information
from any of its subcontractors or suppliers which states or should reasonably
lead Fujitsu Services to believe that any non-NB T&M Work task will not be
completed by the date scheduled for its completion in the NB Project Plan.
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8.4.1
8.4.2
8.4.3
8.4.4
Fujitsu Services may allocate and subsequently re-allocate the NB T&M Budget
for each Level 2 NB T&M Work task in the NB Project Plan between the Level 3
NB T&M Work tasks forming part of that Level 2 NB T&M Work task provided
that in the case of re-allocation the variance is no more than 25% of the total
original budgeted hours for the task whose budgeted hours are to be increased.
Any re-allocations of or increase to the T&M Budget other than in accordance
with paragraph 8.4.1 or 8.6.7 shall be agreed in writing by the Parties and in the
absence of agreement shall be determined by Post Office (acting reasonably)
and notified to Fujitsu Services in writing.
If a Level 2 or Level 3 NB T&M Work task has not been or cannot be completed
within the original, increased or reallocated NB T&M Budget for that task, and
the NB T&M Budget is not increased by Post Office (at the request of Fujitsu
Services), Fujitsu Services shall fulfil its obligations so far as it can do so within
that original, increased or reallocated NB T&M Budget and upon that budget
being exhausted, POL shall be deemed to have exercised its option under
paragraph 8.8 of this Schedule 24 in respect of that task and Fujitsu Services
shall be deemed to have received a Task Cancellation Notice (as defined in that
paragraph) in respect of that task.
Paragraph 8.4.3 of this Schedule 24, shall only apply to the extent that Fujitsu
Services is not in Default of its obligations in respect of the Level 2 or Level 3
task in question.
8.5 Fujitsu Services personnel
8.5.1
From the date of approval of CCN850 until the completion of all NB T&M Work,
Fujitsu Services shall supply the name, job title, project role and professional
service grade (as identified in Annex D to Schedule 10) for each of its personnel
working on the fulfilment of its obligations under this Agreement in relation to NB
T&M Work. Fujitsu Services shall supply a typical level of qualification and
experience for each grade type.
From the date of approval of CCN850 until the completion of all T&M Work,
Fujitsu Services shall produce organisational charts showing Fujitsu Services’
personnel working on the fulfilment of Fujitsu Services’ obligations under this
Agreement in relation to NB T&M Work. Fujitsu Services shall provide revised
versions of those charts to Post Office when there are material changes to
them.
8.6 Changing the NB Project Plan
8.6.1
Changes to scheduling of Level 2 elements of the NB Project Plan (other than in
accordance with paragraph 8.6.5 of this Schedule 24) shall require the written
agreement (at “Authority Level 1") of Fujitsu Services’ NBS Programme
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8.6.2
8.6.3
8.6.4
8.6.5
8.6.6
Manager (or nominated deputy) and Post Office NBS Project Manager (or
nominated deputy) (such agreement not to be unreasonably withheld by either
of them) and shall take effect immediately subject to written confirmation (at
“Authority Level 2") between Post Office's Release 1 Programme Manager and
Fujitsu Services’ Programmes Director (or their nominated deputies). If the
Parties fail to reach such agreement at Authority Level 1, the dispute shall be
referred to Authority Level 2. If the Parties fail to reach such agreement at
Authority Level 2, the dispute shall be subject to the dispute resolution process
referred to in paragraph 8.6.10 of this Schedule 24. If the Parties reach such
agreement at Authority Level 1, but the Parties fail to reach agreement at
Authority Level 2, the Parties shall, unless agreed or determined otherwise,
work to the NB Project Plan as agreed at Authority Level 1. Notwithstanding
anything to the contrary in Clauses 58 or 46, written agreements and
confirmations referred to in paragraphs 8.6.1 to 8.6.11 of this Schedule 24 may
be effected by, without limitation, email exchange or agreed meeting minutes.
A refusal by Post Office to agree a change to the NB Project Plan pursuant to
paragraph 8.6.1 of this Schedule 24 shall be deemed to be reasonable if, in
Post Office's assessment, the change would be detrimental to the network
banking project as a whole even if the change would not be detrimental to the
implementation of the NBS.
Fujitsu Services shall be entitled at its discretion to reschedule the Level 3
elements of the NB Project Plan within the period bounded by the start and
completion dates for the associated Level 2 task in the NB Project Plan.
Whether or not delay has occurred to the NB Project Plan shall be on a neutral
basis of proof.
The provisions of this paragraph 8.6.5 shall apply if and to the extent that a
failure to carry out a Level 2 task by the completion date for that task in the NB
Project Plan is not due to a Default of Fujitsu Services including (without
limitation) where the delay is caused by:
8.6.5.1 a failure by Post Office to fulfil its obligations or responsibilities set out
or referred to in Schedule 24 (other than paragraph 5);
8.6.5.2 unfulfilled dependencies of Fujitsu Services on third Parties which are
specifically shown in the NB Project Plan; or
8.6.5.3 failures to agree agreements to agree.
If a Level 2 task is not completed or is forecast not to be completed by the date
specified in the NB Project Plan, the period for completing that delayed task
shall be extended by the minimum period reasonably necessary for the task to
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be completed, taking into account, amongst any other factors which are
relevant:
8.6.6.1 to the extent they can be identified, the reasons for the delay, and
whether they would continue to cause delay;
8.6.6.2 Post Office's objectives in relation to End to End Banking;
8.6.6.3 the availability of appropriate resources (both existing Fujitsu Services
resources and any available to buy in);
8.6.6.4 the size of the NB T&M Budget originally allocated to the task
(applicable if the delayed task is a NB T&M Work task);
8.6.6.5 the nature of the task to be completed; and
8.6.6.6 other tasks which remain incomplete.
Fujitsu Services shall be entitled to increase the T&M Budget completing each
delayed Level 2 NB T&M task to reflect:
8.6.7.1 any additional work required; and/or
8.6.7.2 additional resource required to be allocated to that task, for it to be
completed within the period of extension described in paragraph 8.6.6
of this Schedule 24.
Unless the reason for a Level 2 task not being completed by the date specified
in the NB Project Plan is a Planning Discrepancy, the NB Rate Reduction Date
Rate shall be put back by the minimum period necessary to accommodate that
task (as extended in accordance with paragraph 8.6.6 of this Schedule 24) in
the NB Project Plan (which period shall be nil if the extended task did not impact
the critical path leading to NB Event 1). For the purposes of this paragraph 8.6.8
a "Planning Discrepancy" means any discrepancy or failure in the NB Project
Plan not arising from a Default by Fujitsu Services including but not limited to:
8.6.8.1 a structural oversight in the NB Project Plan such as a missed link in
any critical path in relation to an unknown dependency; and
8.6.8.2 mis-scoped tasks.
For the avoidance of doubt, paragraph 8.7 of this Schedule 24 shall apply if any
discrepancy or failure in the NB Project Plan arises from a Default of Fujitsu
Services.
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8.6.9
8.6.10
8.6.11
Time extensions to Level 2 elements of the NB Project Plan in accordance with
paragraph 8.6.6 of this Schedule 24 and putting the NB Rate Reduction Date
back (or not putting it back as the case may be) in accordance with paragraph
8.6.8 or 8.6.11 of this Schedule 24 shall require written agreement at Authority
Level 1 (such agreement not to be unreasonably withheld by either Party) and
shall take effect immediately subject to written confirmation at Authority Level 2.
If the Parties fail to reach such agreement at Authority Level 1 or Authority Level
2, for the purposes of establishing the effective ongoing NB Project Plan, Post
Office shall be entitled to determine:
8.6.9.1 on the basis and taking into account the factors set out in paragraph
8.6.6 of this Schedule 24, the amount by which time for a Level 2 task
shall be extended; and
8.6.9.2 the amount (if any) by which the NB Rate Reduction Date to shall be
put back in accordance with paragraphs 8.6.8 or 8.6.11 of this
Schedule 24.
Fujitsu Services shall work to that revised NB Project Plan but shall be entitled
to seek a further extension of time for such Level 2 T&M tasks and/or increase
to the amount by which the NB Rate Reduction Date should be put back
through the dispute resolution process referred to in paragraph 8.6.10 of this
Schedule 24.
Disputes as to:
8.6.10.1 whether or to what extent a Default by Fujitsu Services, a Planning
Discrepancy or some other failure has caused a Level 2 task to be
delayed;
8.6.10.2 the amount by which the time for a task should be extended;
8.6.10.3 the amount by which the NB Rate Reduction Date should be put back;
or
8.6.10.4 the increase (if any) required to the T&M Budget to reflect the
additional work or resource required to complete a task,
shall be referred to the Dispute Resolution Procedure in Annex 2 of Schedule 4.
If.
8.6.11.1 Fujitsu Services fails to carry out a Level 2 non-T&M task by the
completion date for that task in the NB Project Plan and as a result
Fujitsu Services fails to carry out a Level 2 T&M Work task by the
completion date for that task in the NB Project Plan; and
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8.6.12
8.6.13
8.6.14
8.6.11.2 neither failure results from a Default of Fujitsu Services,
the NB Rate Reduction Date shall be put back by the minimum period
necessary to accommodate both Level 2 tasks in the NB Project Plan (which
period shall be nil if the tasks do not impact the critical path leading to NB Event
1).
Subject to paragraphs 8.6.13 and 8.6.14 of this Schedule 24, the obligations of
Fujitsu Services in respect of completion of all dates in the NB Project Plan
(whether or not NB T&M Work) shall be to use reasonable endeavours to
achieve them.
Fujitsu Services shall achieve completion of NBS Deployment by the date (the
“NBS Release Complete Date") specified for NBS Release Complete in the NB
Project Plan (as may be adjusted in accordance with the provisions of this
Schedule 24). Save as specified in paragraph 8.6.14 of this Schedule 24, failure
by Fujitsu Services to achieve completion of NBS Deployment by the NBS
Release Complete Date shall not of itself constitute a Default and time shall not
be of the essence in respect of Fujitsu Services’ obligation to achieve
completion of NBS Deployment by the NBS Release Complete Date.
If Fujitsu Services has not completed NBS Deployment by the NBS Release
Complete Date Post Office may serve notice on Fujitsu Services which specifies
a reasonable time period (after the NBS Release Complete Date) for NBS
Deployment to be completed. Time shall be of the essence in relation to the
reasonable time period specified in the notice for completion of NBS
Deployment and failure to achieve NBS Deployment by expiry of that
reasonable time period shall constitute a Default of Fujitsu Services entitling
Post Office to terminate this Agreement.
8.7 Fujitsu Services default
8.7.4
If and to the extent that a failure to carry out a Level 2 task by the completion
date for that task in the NB Project Plan has been caused by a Default of Fujitsu
Services:
8.7.1.1 Fujitsu Services shall use reasonable endeavours to complete that
task as soon as practicable;
8.7.1.2 _ if the failure to carry out that task affects the NB T&M Budget for that
task or an external touchpoint (as set out in or derived from the NB
Project Plan), Fujitsu Services shall in addition to any other proposals
for mitigation made under paragraph 8.3.4.1 of this Schedule 24:
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(a) use all reasonable endeavours to keep the same individual or
group of individuals as have been allocated to that task, working
on that task until its completion; and
(b) optimise the allocation of resources between tasks;
so that potential overall delay to the NB Project Plan is minimised; and
8.7.1.3 Post Office shall be entitled to recover from Fujitsu Services, Post
Office's additional internal costs and sub-contractor costs reasonably
incurred as a direct result of that Default. Post Office shall provide a
statement of such costs incurred for approval by Fujitsu Services,
such approval not to be unreasonably withheld;
8.7.1.4 the NB Rate Reduction Date shall not be put back to reflect delay to
the NB Project Plan caused by that Default.
8.8 Task cancellation
8.8.1
8.8.2
Post Office may at any time before NBS Acceptance send a notice (a "Task
Cancellation Notice") cancelling any Level 2 NB T&M Work task (the "Cancelled
Task").
Upon receipt of a Task Cancellation Notice Fujitsu Services shall:
8.8.2.1 not be obliged to complete the Cancelled Task;
8.8.2.2 not (except as set out in paragraph 8.8.3 of this Schedule 24) carry
out any further work on or expend any further monies in relation to the
Cancelled Task; and
8.8.2.3 be released from its obligations in this Agreement to which that
Cancelled Task relates and obligations in respect of any other NB
T&M Work the performance of which is dependent upon the
completion of that Cancelled Task.
In the 5 working days following the receipt of a Task Cancellation Notice Fujitsu
Services shall, so far as reasonably possible and using no more resource than
that allocated to the Cancelled Task, close down and document the position
reached in respect of the Cancelled Task. All such work shall be NB T&M Work
for which Fujitsu Services shall provide Post Office with a NB T&M Budget.
Such NB T&M Budget shall include any third Party costs which were part of the
T&M budget for the Cancelled Task which Fujitsu Services is unable to mitigate
(such costs to be agreed at Authority Level 1) (such agreement not to be
unreasonably withheld by either Party)).
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8.8.4
8.8.5
8.9 Dates
8.9.1
If the aggregate value (by T&M budget) of all Cancelled Tasks becomes more
than £6,500,000 Post Office shall be deemed, as at the date of receipt by
Fujitsu Services of the Task Cancellation Notice for the Cancelled Task which
causes that sum to be exceeded, to have exercised its right to terminate the
NBS for convenience under paragraph 9.1 of this Schedule.
Following the cancellation of a task:
8.8.5.1 The Parties shall amend:
(a) _ the NB Project Plan in accordance with paragraph 8.6.1 of this
Schedule 24; and
(b) the NBS Acceptance Criteria, the provisions of this Agreement
and any CCDs as necessary under the Change Control
Procedure,
to reflect that the task will not be carried out and the release of Fujitsu
Services’ obligations as referred to in paragraph 8.8.2.3 of this
Schedule 24.
8.8.5.2 Where reasonably practicable, one CCN may be used to introduce the
amendments required under sub-paragraph 8.8.5.1 for more than one
such release. If the Parties' agreement to such amendments is
required for the purposes of the NBS Acceptance Procedure, such
amendments may be agreed in writing at Authority Level 1, and shall
be subsequently ratified using the Change Control Procedure.
8.8.5.3 The amendments referred to in paragraph 8.8.5.2 shall be such as to
ensure that (subject to paragraph 8.8.4) the effect of cancellation is
not to render NBS Acceptance impossible.
If Post Office wishes Fujitsu Services to resume work on any Cancelled Task,
the Parties shall enter into good faith negotiations in relation to the terms of that
restart.
The tables in paragraphs 8.9.1.1, 8.9.1.2 and 8.9.1.3 of this Schedule 24 set out
the dates contained in the initial version of the NB Project Plan (as at the date of
approval of CCN850) for the milestones and touchpoints between Fujitsu
Services and Post Office or third Parties for the delivery of the NBS. The Parties
agree that the dates in those tables need not be updated to reflect changes
made subsequently to the NB Project Plan and that the NB Project Plan shall
have precedence over those tables.
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8.9.1.1 NBS Contract Controlled Documents
Activity Document Originator Originator
Code issue first issue final
Draft version for
agreement
L2_1855 TD/ARC/030 OPS Architecture Specification 31 Jul 02 18 Sep 02
L2_1860 CS/SIP/002 Business Continuity Framework 15 Aug 02 03 Oct 02
L2_1865 TI/IFS/008 Pathway to Post Office Technical 17 May 02
Interface Specification 05 Jul 02
L2_1870 TD/STD/004 Generalised API for OPS/TMS 21 Jun 02 09 Aug 02
L2_1880 RS/POL/002 ICL Pathway Security Policy 25 Jul 02 12 Sep 02
L2_1890 RS/FSP/001 Security Functional Specification 25 Jul 02 12 Sep 02
L2_1910 I NB/SDS/008 Network Banking MIS Reports
Desian 19 Aor 02 07 Jun 02
L2_1980 CS/IFS/003 ICL Pathway/Post Office Interface
Agreement for Operational Business Change - 17 Jun 02 05 Aug 02
Outlet
L2_1945 SD/DES/005 Horizon OPS Reports and 31May02 = 19 Jul 02
Receipts - Pathway Horizon Office Platform
Service
L2_1950 SD/STD/001 Horizon OPS Style Guide 19 Jun 02 07 Aug 02
L2_1960 CR/FSP/006 Audit Trail Functional
Specification 12 Feb 02 02 April 02
L2_1970 __ VI/STR/001 Revisions to the Testing and 31 May 02 19 Jul 02
Integration Strategy for Pathway for the NWB
Release
L2_1940 CS/PRD/058 ICL Pathway/PON Interface
Agreement for Operational Business Change - 18 Jul 02 05 Sep 02
Product
L2_1985 BP/DES/003 Counter Hardware Design 28 Jun 02 16 Aug 02
Specification
L2_1990 TD/ARC/029 TMS Architecture Specification 31 Jul 02 18 Sep 02
L2_1856 CS/PRP/001 Counter Transaction Performance 13 Sep 02 01 Nov 02
Measurement and Benchmarking
L2_1857 XX/YYY/NNN NBS Testing Specifications 12 Jul 02 30 Aug 02
L2_1858 = XX/YYY/NNN NBS Testing Plan 12 Jul 02 30 Aug 02
L2_1859 NB/PRO/001 Networking Banking PPD 14 Jun 02 02 Aug 02
L2_1861 CR/FSP/004 Service Architecture Design 19 Aug 03 07 Oct 03
Document
L2_1862 XX/YYY/NNN Security Incident Management 13Sep02 01 Nov02
(PO Limited Document)
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L2_1863 _ IM/MAN/022 PIN Pad Technical Installation
Training Guide
L2_1864 XX/YYY/NNN (Caveat Clearance Version)
Technical Interface Specification — Horizon to
NBE
L2_1866 Y/NNN (Caveat Clearance Version)
NBE - Horizon Application Interface Specification
L2_1867 CS/SPE/011 (Caveat Clearance Version)
Network Banking End to End Reconciliation
Reporting
L2_1868 = CC/YYY/NNN
"Closure of NBE Link Procedures"
(CCD mentioned in N05).
8.9.1.2 NBS Working Documents
Activity Document
Code
L2_1920 RS/POL/003 Access Control Policy
L2_1930 SD/SPE/016 Horizon OPS Menu Hierarchy
L2_1931 CS/PLA/O11 Business Continuity Test Plan
L2_1932 CS/IFS/007 ICL Pathway/Post Office Interface
Agreement for Post Office Support Desk and
HSH Interface
L2_1933. XX/YYY/NNN NBE Operational Level
Agreement (PO Limited Document)
L2_1934 — IS/SLR/002 PIN Pad Supply Logistics
Requirements
L2_1935 CS/IFS/001 Reference Data Change Catalogue
L2_1936 XX/YYY/NNN Reference Data Business Rules
and Values
L2_1937 XX/YYY/NNN RAC Data Flow Models
(Documents the RACOC1 model)
L2_1938 RDP/TEC/977
Network Banking/RDS Rules and Values
L2_1939 Business Release
Test Strateav
L2_1941 Business Integration
Test Strategy
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09 Apr 02
21 Aug 02
21 Aug 02
22 Nov 02
13 Sep 02
Originator
issue first
Draft
12 Aug 02
30 May 02
12 Aug 02
12 Aug 02
12 Aug 02
17 May 02
13 Sep 02
13 Sep 02
31 Aug 02
17 Jun 02
10 Jun 02
28 May 02
09 Oct 02
090ct 02
10 Jan 03
01 Nov 02
Originator
issue final
version for
agreement
30 Sep 02
18 Jul 02
30 Sep 02
30 Sep 02
30 Sep 02
05 Jul 02
01 Nov 02
01 Nov 02
18 Oct 02
No Forecast
05 Aug 02
29 Jul 02
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L2_1942 V&l 24 Jun 02
Test Strateav
L2_1943 Release 24 Jun 02
Test Strateay
L2_1944 E2E 26 Jul 02
Activity
Code
L2_2450
(TP1)
L2_3408
(TP57)
L2_3120
(TP3)
L2_3135
(TP4)
L2_3410
(TPS)
L2 2460
(TP6)
L2_2462
(TP7)
L2_3135
(TP8)
L2_3137
(TP9)
L2_2940
(TP10)
L2_2690
(TP11)
L2_3150
(TP12)
Test Strategy
8.9.1.3 NBS Programme Development Touchpoints:
Event
NBE DIT
Agree NBE DIT Acceptance Criteria
Test link installed — Feltham to Warwick
Fujitsu Services complete DIT proving
- Analysis
Fujitsu Services ready for DIT (Obtain release
authorisation to start DIT)
Post Office prepare DIT Test specs
IBM make available initial version of Processor
interface for connectivity testing
Post Office responsible for ensuring IBM make
available full version of Processor interface for DIT
testing (with security)
Complete connectivity testing
Complete DIT (NBE Secure)
NBS Development
PIN Pad development test complete
Crypto for PIN Pads complete
Fujitsu Services Integration Testing Cycle 2 starts
Schedule 24 Version 2.0
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12 Aug 02
12 Aug 02
13 Sep 02
Date
31 May 02
Complete
01 Jul 02
15 Jul 02
15 Jul 02
N/F
15 Jul 02
12 Aug 02
29 Jul 02
13 Sep 02
03 May 02
Completed
19 Jun 02
22 Jul 02
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L2_3150 Fujitsu Services Integration Testing Cycle 2 completes 09 Aug 02
(TP13)
L2_3155 Fujitsu Services Integration Testing Cycle 3 starts 12 Aug 02
(TP14)
L2_3155 Fujitsu Services Integration Testing Cycle 3 complete 30 Aug 02
(TP15)
L2_3160 Fujitsu Services Integration Testing Cycle 4 starts 02 Sep 02
(TP16)
L2_3160 — Fujitsu Services Integration Testing Cycle 4 complete 20 Sep 02
(TP17)
L2_3165 — Fujitsu Services Integration Testing Cycle 5 starts 23 Sep 02
(TP18)
L2_3165 Fujitsu Services Integration Testing Cycle 5 11 Oct 02
(TP19) Complete
L2_3167 DRS/MIS Regression Cycle 1 starts 14 Oct 02
(TP20)
L2_3167 DRS/MIS Regression Cycle 1 completes 01 Nov 02
(TP21)
L2_3168 DRS/MIS Regression Cycle 2 starts 04 Nov 02
(TP22)
L2_3168 I DRS/MIS Regression Cycle 2 completes 22 Nov 02
(TP23)
L2_3420 Checkpoint - DRS/MIS Enhancements Ready for 22 Nov 02
(TP59)
L2_3205 Fujitsu Services Integrity/volume testing complete 11 Oct 02
(TP26)
L2_3411 NBS Stage Progression 11 Oct 02
(TP27)
Post Office End to End Testing
L2_3250 _— Partial E2E Testing Stage starts 02 Sep 02
(TP28)
L2_3250 Partial E2E Testing Stage completes 11 Oct 02
(TP29)
L2_3255 _ NB Full E2E Testing Stage starts 14 Oct 02
(TP30)
L2_3255 NB Full E2E Testing Stage completes 03 Dec 02
(TP31)
Network Infrastructure
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L2_3325 Upgrade to campus routers complete
(TP32)
L2_3360 Fujitsu Services complete installation of comms link to
(TP2) NBE
L2_3332 FRIACO operational at campus
(TP35)
L2_3332 FRIACO pilot complete
(TP33)
L2_3350 FRIACO start rollout to full estate
(TP34)
L2_3409 _ Pilot Outlet list available from Post Office
(TP58)
L2_3413 FRIACO rolled out to live pilot Outlets
(TP36)
L2_3350 FRIACO rolled out to full estate
(TP37)
Infrastructure
L2_2260 BI 2a rollout starts
(TP38)
L2_2260 BI 2a rollout completes
(TP39)
L2_2270 BI 2b rollout starts
(TP40)
L2_2270 BI 2b rollout completes
(TP41)
L2_3265 Upgrades to hardware (DRS and non-DRS) for NBS
(TP42) complete
L2_3272 Data Centre upgrade complete (NBS hardware joins
(TP43) the live estate)
L2_3278 _BI3 national rollout complete
(TP52)
NBS Release
L2_3398 Fujitsu Services Customer Services (Operations)
(TP45) ready to support NB Pilot (Soft Launch)
L2_3399 Fujitsu Services Customer Services (Operations)
(TP46) ready to support live operation
L2 3400 Fujitsu Services Customer Services (Network) ready
(TP47) to support NB Pilot (Soft Launch)
Schedule 24 Version 2.0
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21 Aug 02
25 Jul 02
02 Aug 02
06 Oct 02
03 Nov 02
01 Nov 02
03 Jan 03
30 Jan 03
17 Apr 02
Completed
27 Jun 02
14 Jun 02
10 Sep 02
06 Dec 02
05 Jan 03
31 Mar 03
06 Jan 03
06 Jan 03
03 Jan 03
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L2_3401 Fujitsu Services Customer Services (Network) ready
(TP48) to support live operation
L2_3255 NBS ready for Release Authorisation NB Authorisation
(TP49) Pilot (Soft Launch) (End of E2E)
L2_3276 NBS ready to commence NB Pilot (Soft Launch)
(TP50)
L2_3274 NBS ready for Release B Authorisation for full
(TP51) Release
L2_3278 NBS Release complete
(TP52)
RDS
L2 2435 Completion of modification by Post Office of Post
(TP53) Office RDS for the purpose of the NBS (Provide Ref
Data to Fujitsu Services)
L2_2455 Post Office Reference Data required for DIT
(TP54)
L2_3055 Start of Fujitsu Services’ RDS DIT
(TP55)
L2_3055 _—_ End of Fujitsu Services’ RDS DIT
(TP56)
9. TERMINATION OF BANKING IMPLEMENTATION ACTIVITIES
9.1 Prior to NBS Acceptance, Post Office may at its discretion (without being obliged to give
any reasons) terminate the Banking Implementation Activities (as a whole) by giving
Fujitsu Services not less than two (2) weeks’ notice.
9.2 Prior to NBS Acceptance, Post Office may at any time by notice in writing terminate the
Banking Implementation Activities (as a whole) with effect from the date of service of
such notice or such later date as may be specified therein, if Fujitsu Services commits
anN
9.2.1
BS Default and:
the NBS Default is capable of remedy and Fujitsu Services shall have failed to
remedy the NBS Default within thirty (30) days of written notice to Fujitsu
Services specifying the NBS Default and requiring its remedy or within such
other period as may be requested by Fujitsu Services and agreed by Post
01 Nov 02
06 Dec 02
13 Jan 03
17 Jan 03
31 Mar 03
09 May 02
Completed
14 Jun 02
Completed
18 Jun 02
10 Jul 02
Office, such agreement not to be unreasonably withheld or delayed; or
the NBS Default is not capable of remedy (and for the purposes of this
paragraph, failure to comply with a timescale shall not of itself be considered a
NBS Default not capable of remedy).
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9.3
9.4
9.5
9.6
9.7
9.8
9.9
10.
10.1
Prior to NBS Acceptance, Post Office may not terminate this Agreement for Defaults
which are exclusively NBS Defaults, but this Clause shall not act to restrict or curtail
Post Office's rights under this Agreement in respect of Defaults of Fujitsu Services
which are not exclusively NBS Defaults.
In the event of notice being given under paragraph 9.1, Post Office shall on termination
of the Banking Implementation Activities pay to Fujitsu Services the NBS Termination
Charge (calculated in accordance with paragraph 10.2).
{Not used].
In the event of termination of the NBS prior to NBS Acceptance, the development of
Debit Card and Fujitsu Services' obligations regarding the provision of Debit Card shall
terminate.
In the event of termination of the Banking Implementation Activities before NBS
Acceptance, 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 Banking Implementation Activities termination, have the option, exercisable
at any time within one month after notice of termination, to acquire from Fujitsu Services
or to require Fujitsu Services to permit a replacement contractor to acquire from it, in
consideration of the NBS Transfer Payment, those NBS Project Assets which can be
separated without impact upon performance of the Services (other than the Banking
Implementation Activities).
In the event that Post Office exercises the option referred to in paragraph 9.6, Post
Office shall pay to Fujitsu Services the NBS Transfer Payment (calculated in
accordance with paragraph 10.4).
All the assets to be acquired pursuant to the exercise by Post Office of its option under
paragraph 9.7 shall be acquired “as is", but 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.
NBS TERMINATION CHARGE, NBS TRANSFER SERVICES AND NBS TRANSFER
PAYMENT
Introduction
10.1.1 This paragraph 10 of Schedule 24 covers the responsibilities and payments
related to termination of the Banking Implementation Activities prior to the
occurrence of NBS Acceptance.
10.1.2 In the event of termination of the Banking Implementation Activities prior to NBS.
Acceptance, Post Office may seek to continue to obtain services equivalent to
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the Banking Implementation Activities, either by performing them itself or by
means of a replacement contractor.
10.1.3. The Charges for the NBS Transfer Services shall be as set out in Annex D of
Schedule 10. These Charges shall be paid by Post Office in addition to the
NBS Termination Charge and NBS Transfer Payment.
10.2 NBS Termination Charge
10.2.1 The NBS Termination Charge is intended to represent a contractual good faith
recognition of the loss of revenues that Fujitsu Services may reasonably have
planned for in establishing the NBS and implementing the PIN Pads and their
supporting infrastructure.
10.2.2 Where the NBS Termination Charge is payable to Fujitsu Services following
termination of the Banking Implementation Activities prior to the occurrence of
NBS Acceptance, Post Office shall pay to Fujitsu Services a sum equal to
V+W+X+Y, where:
10.2.2.1 V shall be:
(a)
£16,007,153.00 (being the total of the Charges to Post Office
set out in paragraphs 17.6, 20.1, 20.2, 24.1.1 and 24.2.1 of Schedule
A12 of the Codified Agreement (i.e. the form of this Agreement prior to
approval of CCN 1100); plus
(b)
(d)
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if Post Office gives notice to increase the number of PIN Pads
or Paypoles to be procured by Fujitsu Services, any additional
Charges in respect of that increase (whether or not due for
payment) calculated in accordance with paragraphs 1.1.2,
1.1.3, 1.2.2 and/or 1.2.3 of Part B of Annex D to Schedule 10
(as applicable); plus
if Post Office gives Phase 2 Notice pursuant to paragraph 1.5 of
the CCD entitled “Horizon Capacity Management and Business
Volumes” (PA/PER/033), the additional Charges (whether or not
due for payment) set out in paragraph 3.1.1 or 3.1.2 (as
applicable) of Part A of Annex D to Schedule 10,
the charges referred to in sub-paragraphs (a), (b) and (c) above
being together referred to as the "Fixed Item Charges"; less
an amount equal to the aggregate of all payments received by
Fujitsu Services prior to the date of termination in relation to the
Fixed Item Charges (whether under this Agreement or the
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10.2.2.2
10.2.2.3
Codified Agreement (i.e. the form of this Agreement prior to
approval of CCN 1100); and less
(e) an amount equal to such future Fixed Item Charges as Fujitsu
Services is reasonably able to avoid or mitigate as a result of
the early termination;
W shall be an amount equal to the aggregate of all costs to Fujitsu
Services associated with the termination or transfer of the Banking
Implementation Activities, including but not limited to (the extent
related to the Banking Implementation Activities) closure of Fujitsu
Services’ facilities and termination of contracts relating to its
personnel, plus any termination charges payable to suppliers and sub-
contractors (Fujitsu Services being required to mitigate such
exposure);
X shall be a sum equal to the aggregate charges calculated in
accordance with paragraph 2.1 of Part A of Annex D to Schedule 10,
with any discounts applied in accordance with paragraph 18.6 of
Schedule A12 to the Codified Agreement (i.e. the form of this
Agreement prior to approval of CCN 1100), but without deduction of
any sums which Post Office is entitled to retain in accordance with
paragraph 2.2 of Part A of Annex D to Schedule 10, for NB T&M Work
carried out up to and including the date of termination less an amount
equal to the aggregate of all payments received by Fujitsu Services in
respect of such NB T&M Work;
10.2.2.4 Y shall be the sum of £4,000,000.00 (four million pounds).
10.3 NBS Transfer Services
10.3.1 Transfer of data
10.3.1.1
On notice of termination of the Banking Implementation Activities
Fujitsu Services shall, within one month, deliver to Post Office:
(a) an inventory of the Post Office Data arising from the operation
of or related to the NBS, plus any other NBS related data
available for transfer or deletion;
(b) a data structure definition covering all such data available for
transfer or deletion;
(c) a proposed physical transfer method and method of deletion;
and
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10.3.1.2
10.3.1.3
10.3.1.4
(d) a proposed method for testing the integrity and completeness of
the data transferred and the completeness of the data deleted.
Within two months or other period agreed by the Parties (such
agreement not to be unreasonably withheld or delayed) of receiving
Fujitsu Services' data transfer and deletion proposals as described in
paragraph 10.3.1.1 above, Post Office shall notify Fujitsu Services of
the data it wishes to be transferred or deleted, and Post Office and
Fujitsu Services shall enter good faith discussions to develop a data
transfer plan.
No later than five months after the date of notice of termination of the
Banking Implementation Activities or three months after agreement of
the data transfer and deletion plan, whichever is later, 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 paragraph is
complete, all remaining Post Office Data to which this paragraph
10.3.1 applies held by Fujitsu Services shall be destroyed. For the
purpose of this paragraph "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).
This paragraph 10.3.1 shall apply only in respect of Post Office Data
or other data held by Fujitsu Services and to the extent applicable to
the NBS (including, without limitation, records of Banking transactions
relating to any period of the NB Pilot (Soft Launch) which may have
been carried out).
10.3.2 Transfer of assets
10.3.2.1
10.3.2.2
On notice of termination of the Banking Implementation Activities
Fujitsu Services shall, within one month, deliver to Post Office an
asset register comprising a list of all assets eligible for transfer to Post
Office under the terms of paragraph 9.7.
Within three months of receiving Fujitsu Services' asset register as
described in paragraph 10.3.2.1 above, Post Office shall notify Fujitsu
Services of the assets it wishes to be transferred, and Post Office and
Fujitsu Services shall enter good faith discussions to develop a plan
for asset transfer, covering both passing of title to assets and any
physical transfer required.
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10.3.2.3 The Fujitsu Services and Post Office shall co-operate in transferring
the assets in accordance with the plan developed under paragraph
10.3.2.2 above.
10.4 NBS Transfer Payment
10.4.1. In the event of termination of the Banking Implementation Activities:
10.4.1.1 in circumstances in which the NBS Termination Charge is payable,
then should Post Office wish to exercise its option under paragraph
9.7, the NBS Transfer Payment shall be £1; and
10.4.1.2 in all other cases, should Post Office wish to exercise its option under
paragraph 9.7 to acquire NBS Project Assets, the NBS Transfer
Payment shall be a sum equivalent to the total charges to Post Office
as set out in Annex D of Schedule 10 (or relevant portion thereof) for
the NBS Project Assets to be transferred less:
(a) an amount equal to the aggregate of all payments received by
Fujitsu Services prior to the date of termination for those NBS
Project Assets; and
(b) an amount equal to such future charges for those NBS Project
Assets (as set out in Annex D to Schedule 10 or the relevant
portion thereof) as Fujitsu Services is reasonably able to avoid
or mitigate as a result of the early termination,
save that where the resulting figure is less than £1 then the NBS Transfer
Payment shall be £1.
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ANNEX 1 TO SCHEDULE 24
1. TESTING STAGES
14 Acceptance Stage 1 (the "NBS Testing Stage") - this stage involves the discrete testing
21
of the NBS and NB System solely within Fujitsu Services’ domain and without reference
to or reliance on any other element of End to End Banking provided by Post Office or to
Post Office by third Parties. This testing stage shall be under Fujitsu Services’ control.
Acceptance Stage 2 - this stage involves partial End to End Banking (including NBE,
LINK, Banks and Post Office and/or Royal Mail Group systems but excluding the NBS
and the NB System). This testing stage shall be under Post Office's control.
Acceptance Stage 3 (the "Partial E2E Testing Stage") - this stage involves the testing
and early release of the NBS in a parallel end-to-end mode, including NBE, LINK,
Banks and Post Office and/or Royal Mail Group systems. This stage will be undertaken
partially in parallel with NBS testing cycles 4 and 5 within the NBS Testing Stage. This
testing stage shall be under Post Office's control and Post Office shall ensure that it and
other third Parties with whom these tests are to be carried out are ready and available
to participate in such parallel end-to-end testing.
Acceptance Stage 4 (the “NB Full E2E Testing Stage") - this stage involves testing of the
NBS as part of testing of full End to End Banking (including NBS, NBE, LINK, Post
Office and/or Royal Mail Group Systems and Banks ready and available for participation
in testing of full End to End Banking). Post Office shall ensure that the other Parties with
whom these tests are to be carried out are ready and available to participate in such full
end-to-end testing. This testing stage shall be under Post Office's control.
Acceptance Stage 5 ("NBS/NBE Testing Stage") - this stage shall be undertaken within
the NB Pilot (Soft Launch) phase and involves the testing of whether the NBS and NBE
work in an operational environment and are ready for full operational rollout. This testing
stage shall be under Post Office's control.
Acceptance Stage 6 ("CAPO Testing Stage") - this stage involves end-to-end testing
with the CAPO. This stage shall be under Post Office's control.
Acceptance Stage 7 ("Bank Interface Testing Stage") - this stage involves testing of
interfaces to Banks. This Acceptance Stage 7 will be repeated as each new Bank is
introduced. This stage shall be under Post Office's control. If Acceptance Stage 7 or any
element of Acceptance Stage 7 takes place following NBS Acceptance, Fujitsu Services’
involvement in any such stage will be agreed under the Change Control Procedure.
The NB Pilot (Soft Launch) phase involves testing the NBS and NB System as part of
the End to End Banking service in a live environment. This NB Pilot (Soft Launch)
phase shall be under Post Office control.
NBS Tests
Form of NBS Acceptance Tests
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Each NBS Test shall take the form of one or more NBS Trials as described in
paragraph 2.2 of this Annex 1, one or more NBS Reviews as defined in
paragraph 2.3 of this Annex 1, or combinations thereof.
22 NBS Trials
2.21
Each NBS Trial shall consist of one or more of the following:
2.2.4.4
2.2.1.2
2.2.1.3
previously prepared and agreed scripted tests (recorded in a NBS
Testing Specification, or other document referenced by the NBS Testing
Specification) of elements of the NB System to be carried out in a test
environment in which the actual results are checked to conform with the
expected results;
previously prepared and agreed scripted demonstrations (recorded in a
NBS Testing Specification, or other document referenced by the NBS
Testing Specification) of the elements of the NB System in operation in
a test environment in which the actual results are checked to conform
with the expected results;
running a real, simulated or modelled operational workload in a test
environment on elements of Horizon Service Infrastructure, such
workload to be agreed by the Parties (such agreement not to be
unreasonably withheld) with reference to the projected operational
volumes (set out in the CCD entitled "Horizon New Service Business
Volumes " (PA/PER/031)).
Post Office shall be entitled to send representatives to observe any NBS Trial
and Fujitsu Services shall give 10 working days notice of the first occurrence of
each NBS Trial and three working days notice in the case of repeat testing to
Post Office to enable Post Office to determine whether or not to send
representatives. Without prejudice to the preceding paragraph, Post Office shall
notify Fujitsu Services which NBS Trials it plans to send representatives to
attend so that a plan for witnessing the execution of those trials may be
prepared.
23 NBS Reviews
2.3.1
each NBS Review shall consist of one or more of the following:
2.3.1.1
inspection by one or more reviewers nominated by Post Office of a
deliverable or documentary evidence that the part of the NBS in
question has been provided. Evidence for review may comprise
documentation provided by Fujitsu Services, or documentation provided
by Fujitsu Services’ subcontractors or suppliers;
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3.1
3.2
3.3
44
2.3.1.2 a minuted meeting (minutes to detail meeting date, venue, agenda,
attendees, decisions made, actions, copies of any presentations made
or documents discussed at the meeting (save that copies of documents
or presentations which contain commercially sensitive or security
sensitive information of either Post Office or Fujitsu Services shall not
be appended to such minutes but appropriate identifying reference
details shall be provided instead) ) between Post Office and Fujitsu
Services at which one or more of the following occur:
(a) documentary evidence is inspected;
(b) a presentation is given by Fujitsu Services;
(c) the results of prior inspections, visits or presentations are
reviewed and the outcome agreed;
(d) Fujitsu Services undertakes to conform to specific reasonable
Post Office requirement(s) in cases which the Parties agree are
not appropriate for testing by NBS Trial or other forms of NBS
Review;
2.3.1.3 any other form of testing or review as agreed by the Parties.
NBS Testing specifications
The NBS Tests shall be documented by Fujitsu Services in applicable NBS Testing
Specification(s) (there may be more than one NBS Testing Specification) no later than
eight (8) weeks prior to the agreed date for performance of the relevant NBS Tests.
In the case of NBS Trials, the NBS Testing Specification(s) shall identify the testing
cycles or testing elements which comprise each NBS Trial and the results expected for
that trial by reference to the relevant test script or scripts. NBS Trials shall not
commence until their respective NBS Testing Specification(s) or part thereof has been
agreed.
In the case of NBS Reviews, the NBS Testing Specification(s) shall state the purpose
and structure of the document to be reviewed, which sections of the document are
relevant to the particular NBS Acceptance Criteria, and the review criteria to be applied.
NBS Reviews shall not commence until their respective NBS Testing Specification(s) or
part thereof has been agreed
NBS Testing plan
The NBS Testing Plan shall comprise:
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4.1.2
a list of documents to be provided by Fujitsu Services for NBS Review giving for
each such document the date on which it will be delivered by Fujitsu Services
and the date by which Post Office shall have completed the NBS Review in
question;
a list of the tests to be carried out by Fujitsu Services that are relevant to NBS
Acceptance, showing the method and expected results of each such test by
reference to the NBS Testing Specifications or other applicable documents; and
a list of the tests to be carried out by Post Office that are relevant to NBS
Acceptance, showing the method and expected results of each such test.
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ANNEX 2 TO SCHEDULE 24
1. LINK TESTING
14 During the NBS Testing Stage, Partial E2E Testing Stage and NB Full E2E Testing
21
Stage, Fujitsu Services shall provide reasonable assistance when reasonably requested
by Post Office to facilitate LINK testing between the NBE and the Banks.
Post Office shall be responsible for the operation and control of such LINK testing.
Post Office shall be responsible for providing such documentation as is necessary for
Fujitsu Services to plan and resource its activities in respect of supporting Post Office
gain LINK accreditation in accordance with this Schedule 24.
LINK REQUIREMENT COMPLIANCE
The Acceptance Criteria shall include criteria based upon the security requirements,
standards and test sequences applicable to the NBS as set out in the following
documents:
2.1.1 the LINK Information Security Standards (v1.0 dated January 2001); and
2.1.2 the LINK Member Testing Strategy (version 2.6).
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ANNEX 3 TO SCHEDULE 24
(Level 1) project plan
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ANNEX 4 TO SCHEDULE 24
(Level 2) project plan
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ANNEX 5 TO SCHEDULE 24
(Level 3) project plan
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ANNEX 6 TO SCHEDULE 24
Board NBS Acceptance Board NBS Acceptance Management
Board
Purpose e To resolve failures to agree « Agree NBS Acceptance
escalated from the NBS Specifications and the NBS
Acceptance Management Acceptance Plan.
Board, NBS Acceptance
Specifications and the NBS e Agree classifications of
Acceptance Plan. severity of NBS Acceptance
Incidents and NBS
e To review the status of NBS. Acceptance Progress
Acceptance Test results in the Incidents.
period leading up to NBS
Acceptance Date. e Agree proposed rectification
plans.
e To consider NBS Acceptance
disputes referred to it by the e Agree the potential impact on
NBS Acceptance NBS Acceptance of the
Management Board. activities of third party
suppliers.
e To ratify proposed rectification
plans. e Consider and attempt to
resolve NBS Acceptance
e To review the potential impact disputes.
on NBS Acceptance of the
activities of third party e Document and escalate to the
suppliers. NBS Acceptance Board any
failures to agree the above.
Starting 28/06/02 28/06/02
Date
Frequency Monthly or more frequently by Weekly or less frequently by
agreement. agreement.
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Board NBS Acceptance Board NBS Acceptance Management
Board
POCL e Programme Integration Attendees will comprise of one or
Attendees Director more from the following;
«Release 1 Programme * Release 1 Programme
Manager Manager
e Head of Business Architecture I e PO Ltd Design Authority
«Programme Office * PO Ltd Project Manager
representative
e IS Service Manager
e POLtd Acceptance Manager
Contractor e Programme Director e NBS Acceptance Manager,
Attendees NBS Programme Manager
« NBS Programme Manager
e Any other attendees as
e Director Consultancy Services decided by the Contractor
from time to time.
e And any other attendees as
decided by the Contractor
from time to time.
POCL Programme Integration Director Release 1 Programme Manager
Approval
Contractor Programme Director NBS Acceptance Manager
Approval
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SCHEDULE 11
VALUE FOR MONEY
Version History
1.0 31/12/02 Agreed version.
Schedule 11
CA023160120_29.doc
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SCHEDULE 11
VALUE FOR MONEY
1. INTRODUCTION
11 The Parties have agreed that one of the three value for money assurances described in
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2.2
2.3
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paragraphs 2, 3 and 4 below shall apply to the Services referred to in those paragraphs
and any new services introduced under the Change Control Procedure.
In addition, the Parties have agreed that the risk/reward models described in paragraph
5 below and other risk/reward models may be applied to new services. Neither Party
shall be compelled to enter into any such risk/reward arrangement as a precondition for
contracting for a new service.
BENCHMARKING
On and from 1 September 2005, Post Office shall have the right, subject to paragraph
2.2 below, to benchmark:
2.1.1. any of the Operational Services set out in paragraph 2.4 below (each a
“Benchmarkable Service"); and
2.1.2 any change to any of the Benchmarkable Services where such change has
been requested by Post Office under the Change Control Procedure but there is
disagreement between the Parties as to the appropriate Charge for the new or
modified aspect of the Benchmarkable Service.
Unless the Parties agree it would be more appropriate to benchmark the entire
Benchmarkable Service, any benchmarking carried out under paragraph 2.1.2 above
shall be in respect of the new or modified aspect of the Benchmarkable Service only.
No particular Benchmarkable Service (or change to a Benchmarkable Service) may be
benchmarked more frequently than once every two years (unless otherwise agreed by
the Parties);
The option of whether to initiate benchmarking will be at Post Office's sole discretion.
Benchmarking may be carried out in respect of Charges relative to output for:
2.4.1. Horizon System Help Desk Service and Technical Service Desk (taken
together);
2.4.2 Engineer Service; and
2.4.3 Data Centre Operations Service.
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2.10
Post Office shall notify Fujitsu Services of its intention to benchmark a Benchmarkable
Service in writing not less than three (3) months prior to the carrying out of such
benchmark.
Post Office shall appoint a third party benchmarking consultant (the "Benchmarker") for
each benchmarking. The Benchmarker shall be an independent recognised expert at
providing benchmarking services in respect of the Benchmarkable Service being
benchmarked and shall be agreed with Fujitsu Services (such agreement not to be
unreasonably withheld).
Prior to 1 September 2005 the Parties shall negotiate in good faith to agree a form of
non-disclosure agreement (the “Agreed Form NDA”) for use in connection with any
benchmarking exercise. If requested by either Party, the Benchmarker shall be required
to execute an Agreed Form NDA. Neither Fujitsu Services nor Post Office will be
obliged to disclose any of its confidential information to the Benchmarker until an
Agreed Form NDA has been executed by the Benchmarker. Nothing in this paragraph
2.7 shall prevent Post Office, Fujitsu Services and the Benchmarker mutually agreeing
an alternative form of non-disclosure agreement.
The Parties will consult with the appointed Benchmarker over the setting up of any
appropriate benchmarking criteria (the “Benchmarking Criteria”) which may be
necessary in addition to the Like for Like Criteria defined in paragraph 2.11 below in
order to determine the competitiveness of the Benchmarkable Service in terms of
overall value for money. Where the Benchmarker, exercising his reasonable judgement,
determines that it is not possible to carry out a direct "like for like" comparison, he shall
propose to the Parties a price weighting mechanism to adjust for any relevant
differences including (without limitation) differences in specifications, conditions or
environment such that the benchmarking can be carried out.
If the Parties:
2.9.1. agree on the price weighting mechanism proposed by the Benchmarker, such
price weighting mechanism shall be applied to the benchmarking;
2.9.2 agree on amendments to the price weighting mechanism proposed by the
Benchmarker, such amended price weighting mechanism shall be applied to the
benchmarking; or
2.9.3 cannot agree on the price weighting mechanism proposed by the Benchmarker
or on appropriate amendments to such price weighting mechanism within thirty
(30) days of the price weighting mechanism being proposed by the
Benchmarker, such dispute shall be referred to the Dispute Resolution
Procedure using expert determination as the final Stage (as defined in the
Annex 2 to Schedule 4) if prior Stages have failed to resolve the dispute. The
role of such expert shall be to determine the price weighting mechanism which
shall be used by the Benchmarker.
The Parties shall instruct the Benchmarker to:
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2.10.1
2.10.2
2.10.3
2.10.4
evaluate the Benchmarkable Service on an overall "like for like" comparative
basis, applying the:
2.10.1.1 Like for Like Criteria; and
2.10.1.2 the Benchmarking Criteria (if any);
compare the Benchmarkable Service to services provided by other suppliers
who are recognised in the UK market to be leaders in the provision of IT
services (the "Relevant Suppliers");
apply the price weighting mechanism (if any) agreed by the Parties or
determined by an expert in accordance with paragraph 2.9 above;
complete its analysis within thirty (30) calendar days or such other period as
may be agreed between the Parties and to present a written report to each of
Post Office and Fujitsu Services. Such report shall:
2.10.4.1 set out, in respect of each benchmarked Benchmarkable
Service the lowest available charges available from the
Relevant Suppliers (such charges adjusted to reflect the price
weighting mechanism (if any)) on a "like for like" basis; and
2.10.4.2 clarify any differences between each benchmarked
Benchmarkable Service and the equivalent service provided by
the Relevant Supplier in respect of each of the Benchmarking
Criteria taken into account by the Benchmarker (including any
difference in associated technology used to provide those
services).
2.11 In determining what is "like for like" as referred to in paragraph 2.10 above, the
Benchmarker shall take into account the following criteria (the “Like for Like Criteria”):
2.11.1
2.11.2
2.11.3
2.11.4
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the full range of locations in which the Benchmarkable Service is provided;
the Service Level and availability provisions of this Agreement applicable to the
Benchmarkable Service;
the performance of that Benchmarkable Service in respect of the provisions
referred to in paragraph 2.11.2 above;
all other provisions of this Agreement relevant to the costs of providing the
Benchmarkable Service including, without limitation, provisions relating to
system and service security, Fujitsu Services’ liability and the functionality and
specification of the Benchmarkable Service;
the need to compare services (equivalent to the Benchmarkable Service)
supplied to similarly sized organisations conducting a similar type of business
as Post Office;
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2.11.6 the total value of the Benchmarkable Service under the Agreement and the term
of the Agreement; and
2.11.7 inputs to and outputs from the Benchmarkable Service in relation to other
Services,
but shall not take into account any charges available from Relevant Suppliers which are
in the reasonable opinion of the Benchmarker temporarily priced at low level to
eliminate a competitive threat (predatory pricing).
Subject to paragraph 2.7 above, within three (3) months of receiving written notification
from Post Office that benchmarking will be initiated, or such longer period as may be
agreed between the Parties, Fujitsu Services shall make available to the appointed
Benchmarker all information relevant to the Like for Like Criteria and the Benchmarking
Criteria and each of the Parties shall provide such other information as may be
requested from it by the Benchmarker in order to carry out the benchmarking exercise.
Such information provided by Fujitsu Services will be provided in manner and format
reasonably requested by Post Office. Fujitsu Services shall ensure that such
information provided by it is complete and accurate and shall inform the Benchmarker
as soon as reasonably practicable upon discovering any inaccuracy.
If the benchmarking exercise produces verifiable evidence that a benchmarked
Benchmarkable Service is less competitive (taking into account all of the matters set out
in paragraph 2.10 above) than an equivalent service available to Post Office in the
market place, then the parties will negotiate in good faith to agree under the Change
Control Procedure a revision of the Charges to match the outcome of the benchmarking
exercise.
If the Parties fail to reach agreement on such revision to the Charges, the dispute will be
referred to expert determination in accordance with the Dispute Resolution Procedure.
The purpose of such reference shall be to determine what would be a fair and
reasonable revision to the Charges to reflect the outcome of the benchmarking
exercise.
In order to give effect to paragraphs 2.13 and 2.14 above, Fujitsu Services will furnish
all information reasonably necessary to enable the parties to agree or, failing
agreement, to enable an expert to whom it is referred to determine, a fair and
reasonable revision to the Charges.
If Fujitsu Services matches the revision to the Charges determined by an expert in
accordance with paragraph 2.14 above, Post Office will accept new Charges on that
basis.
If Fujitsu Services fails to match the revision to the Charges determined by an expert in
accordance with paragraph 2.14 then Post Office shall have the right to conduct, and
require Fujitsu Services to co-operate and assist with, a tender process for the sub-
contracting by Fujitsu Services of the Benchmarkable Service in question to an
alternative service provider (the “Replacement Sub-Contractor”). If the Parties agree
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that it would be more appropriate for Fujitsu Services to conduct, and Post Office to co-
operate and assist 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 Replacement Sub-Contractor (subject to the same executing an
Agreed Form NDA or any other form of non-disclosure agreement mutually agreed by
Post Office, Fujitsu Service and such bona fide potential Replacement Sub-Contractor)
Confidential Information to the extent that such disclosure is reasonably required to
enable any potential Replacement Sub-Contractor to prepare a reasonably detailed
tender proposal.
If the outcome of any tender process is such that, if Fujitsu Service were to sub-contract
the Benchmarkable Service in question to a Replacement Sub-Contractor identified in
the tender process a downward revision to the Charges would be, in the mutual opinion
of the Post Office and such Replacement Sub-Contractor deliverable, then Post Office
shall have the right to require Fujitsu Services to sub-contract such Benchmarkable
Service to such Replacement Sub-Contractor and revise its Charges accordingly so that
the Charge for that Benchmarkable Service shall be equivalent to the cost to Fujitsu
Services of that sub-contract and the reasonable contract management costs incurred
by Fujitsu Services.
Revisions to the Charges which are agreed pursuant to paragraphs 2.13 or 2.16 above
or in connection with the appointment of a Replacement Sub-Contractor pursuant to
paragraph 2.19 above shall take effect retrospectively from:
2.20.1 the date of commencement of the relevant benchmarking in the case of a
benchmarking related to the terms of paragraph 2.1.1 above; and
2.20.2 the date of approval by both parties of the relevant change in the case of a
benchmarking related to the terms of paragraph 2.1.2 above.
Post Office and Fujitsu Services shall each bear their own costs in relation to any
benchmarking exercise, including costs related to the provision of relevant data.
Post Office shall bear all fees and costs of the Benchmarker and any costs and
expenses relating to third party benchmarking consultation and support.
Post Office and Fujitsu Services shall bear all fees and costs of any expert
determination carried out in respect of a benchmarking exercise in accordance with the
Dispute Resolution Procedure in equal shares.
The Parties shall be obliged to perform their respective obligations under this
Agreement during any benchmarking exercise.
The Parties shall use their best endeavours to ensure that any benchmarking exercise
causes as little disruption as possible to the respective businesses of the Parties and to
the delivery of the Services.
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3. COMPETITION
3.1 Post Office may, at its sole discretion and subject to any express provisions of this
3.2
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43
44
Agreement to the contrary, put out to competitive tender its requirement for any new
services.
Where such competitive tender results in fixed price work being awarded to Fujitsu
Services, that work will not then be subject to the open book regime described in
paragraph 4 below.
OPEN BOOK
Where used in this Agreement, “Open Book” shall mean that Fujitsu Services shall as
soon as reasonably practicable upon request by Post Office provide evidence which
reasonably demonstrates value for money on the following basis:
4.1.1 use of appropriate methods (including, without limitation, for process or design);
4.1.2 that direct costs are verifiable; and
4.1.3 that methods of applying indirect costs, risk contingency, financing costs (if
appropriate) and margin are compliant with any applicable provisions of this
Agreement and consistent with generally accepted practice among Relevant
Suppliers.
Such evidence shall be in the form of such financial, accounting and other information of
Fujitsu Services as Post Office may reasonably require to validate Fujitsu Services
charges and/or proposed charges for the service or service modification in question on
that basis.
The use of Open Book is appropriate where:
4.2.1 Post Office and Fujitsu Services are proposing to work together in relation to the
proposed new or modified service;
4.2.2 Post Office decides that competition is inappropriate because the Horizon
Services Infrastructure contains bespoke design; and/or
4.2.3 the proposed service differs markedly from industry norms.
Examples of the categories in paragraph 4.2 above are: systems integration and
development network communications, specialist operations and support functions.
Open Book shall be available on request by Post Office only where:
4.4.1. benchmarking or competition is not possible in accordance with the provisions
of paragraphs 2 or 3 (respectively) of this Schedule 11; or
4.4.2 aWork Order specifically provides for Open Book.
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45 Open Book is not a mechanism to make changes to Charges for Services set out in this
Agreement save where the Parties have agreed herein that Charges will be verified on
an Open Book basis.
5. RISK/REWARD
5.1 Principles
5.1.1
5.1.6
These paragraphs describe the options and principles for constructing
risk/reward models that shall be available for use under the Agreement on a
case by case basis. The options are not exhaustive.
Risk/reward shall be an optional arrangement and neither Party shall be
compelled to enter into a risk/reward arrangement as a precondition for
contracting for a new service. The Parties may modify or adapt the principles
set out in this paragraph 5 if they agree that would be appropriate.
Risk/reward may be constructed on the basis of:
5.1.3.1 sponsorship: whereby Post Office provides the initial investment
required in order to derive savings;
5.1.3.2 partnership: whereby both inputs and outputs are shared by Post Office
and Fujitsu Services; or
5.1.3.3 work-package terms: such as capped time and materials.
The objective of risk/reward is to align purpose and so increase the likelihood
and degree of success.
Risk/reward models shall reflect the abilities of each Party to manage risk and
contribute to the outcome.
The default by which to judge all risk/reward models is time and materials.
5.2 Risk/reward models
5.2.1
5.2.2
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Sponsorship model
Where Post Office sponsors future investment to reduce the cost of a service or
improve a service for the same cost, those cost savings or service
improvements shall be passed on to Post Office in reduced charges or at no
incremental charge respectively.
Joint Venture or Partnership model
§.2.2.1 Fujitsu Services and Post Office shall share the risks and rewards on
a ‘joint venture” basis. There are two ways in which this may be
effected:
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Fujitsu Services shall carry out investment and charge to Post
Office at cost and rely on a share of Post Office's benefits for its
return; or
Fujitsu Services shall carry out investment at its own cost and
rely on a significantly greater share of Post Office’s benefits to
recover both its investment and its return.
5.2.2.2 The target reward (the share of the expected business benefits) shall be
calibrated to the value of the financial and intellectual contribution to be
made by Fujitsu Services, and the degree of risk in the benefits, on a
case by case basis.
5.2.2.3 The expected business benefits shall be discounted year by year at a
discount rate of typically 17.5% to 22.5% in constant money (including
risk premium) to arrive at a net present value of those expected
benefits. Fujitsu Services’ percentage share of those expected benefits
shall be set so as to equate to the default value of the default time and
materials charge plus the value of any out of the ordinary intellectual
contribution.
5.2.2.4 The eventual value of the benefit share to Fujitsu Services shall depend
on the actual outcome, which accordingly shall be objectively
measurable.
5.2.3 Work-package risk/reward model
5.2.3.1 Fixed price
(a)
Fixed pricing is appropriate where all key cost drivers and
programme dependencies are under a supplier's control. If that
is not the case, the supplier will look for significant
contingencies of both time and cost, which may not represent
value for money for the customer and may impact unnecessarily
‘on time to market.
The supplier shall enjoy the benefit of any cost reduction and
conversely shall bear the cost of any over-run. The style of
working is characterised by work-package delivery at
completion as opposed to joint working.
Fujitsu Services may undertake systems integration work on a
fixed price basis where third party or end to end considerations
do not dilute its control.
5.2.3.2 Time and materials
(a)
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The customer shall enjoy the benefit of any cost reduction and
conversely shall bear the cost of any over-run.
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(c)
The customer may have little control over delivery and the
supplier may have insufficient incentive to manage efficiently
and well what is under his control. To counter these concerns,
the supplier provides open access to customer representatives
to scrutinise progress and costs, which may be disruptive and
increase cost.
The pervasive degree of third party and end to end
dependencies in most delivery plans has historically made time
and materials Fujitsu Services' preferred method of trading on
systems integration. However, it is open to all other methods of
dealing with the external dependencies such that ways are
found to move away from this in the future.
5.2.3.3 Capped time and materials
(a)
This basis of pricing may be appropriate where the supplier has
a substantial amount of control but there are nonetheless
significant dependencies on the customer.
The cap places a clear incentive on the supplier to manage
delivery in terms of both time and cost.
In using this basis of pricing there should also be a floor to
reward (and not penalise) the supplier for efficient quality
delivery within time and cost.
The cap can be an absolute time and cost cap or a time cap
after which the applicable man-rate is reduced.
In common with the fixed price basis of pricing, the supplier will
look for contingency to be included within the cap. The required
contingency will be greater if there is no floor and where the cap
on price is an absolute cap.
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SCHEDULE 14
CONSUMABLES
Version History
1.0 31/12/02 Agreed version.
Schedule 14
CA023030028_34.doc
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SCHEDULE 14
CONSUMABLES
SPECIFICATION OF POST OFFICE CONSUMABLES.
The consumables required to operate the Services in Branches are identified in the
table in Annex 1 to this Schedule 14 (the “Consumables” each a “Consumable”).
Fujitsu Services shall maintain a high level specification for each of the Consumables.
In the event that the high level specification is unavailable, being information
confidential to the manufacturer, then the table in Annex 1 to this Schedule 14 shall
include a list of approved products by brand name where appropriate. The obligations in
this paragraph 1.2 shall apply in respect of each Consumable:
1.2.1 prior to the Guaranteed Supply Date for that Consumable specified in that
Annex (the “Guaranteed Supply Date”); and
1.2.2 after the Guaranteed Supply Date, if and to the extent that Fujitsu Services has
been able to secure a supply of that Consumable in accordance with paragraph
4.3 below, or an acceptable alternative, in accordance with paragraph 4.4
below.
Fujitsu Services warrants for use in that part of the Horizon Service Infrastructure used
to deliver OPS:
1.3.1 the Consumables; and
1.3.2 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.
Notwithstanding paragraphs 1.2 and 1.3 above, but subject to paragraph 1.5 below,
nothing shall prevent Post Office from using any product as alternatives to the
Consumables in any part of Horizon Service Infrastructure.
Where Post Office uses any product in the Horizon Service Infrastructure which either
fails to comply with the high level specification or is not contained in the list of approved
products described in paragraph 1.2 above:
1.5.1 Fujitsu Services will be entitled to recover from Post Office any reasonable
additional costs and expenses incurred by Fujitsu Services where Fujitsu
Services can demonstrate to Post Office (Post Office acting reasonably) that as
a result of Post Office's use of such product the limit on monthly engineer site
visits set out in Annex 5 to Schedule 15 of this Agreement has been exceeded;
and
1.5.2 Fujitsu Services shall be relieved of any contractual remedies which Post Office
may have arising from a failure of that part of the Horizon Service Infrastructure
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2.2
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used to deliver OPS to the extent that such failure is directly associated with
Post Office's use of such product.
In this Schedule 14, unless the context otherwise requires, any reference to a
paragraph is to the relevant paragraph of this Schedule.
NEW PRODUCTS,
Evaluation
2.11
No more than once each calendar year Post Office may request Fujitsu
Services to evaluate products for use in the delivery of the Services which are
not on the list of approved products maintained in accordance with paragraph
1.2. Such evaluation shall include, where appropriate but not be restricted to,
the assessment of the following product features:
2.4.1.4
2.1.1.2
2.1.1.3
2.1.1.4
21.1.5
2.1.1.6
external mechanical compatibility:
(a) visual inspection to ensure that the product is physically
compatible; and
(b) mechanical dimensions and fit;
torque measurements:
(a) torque measurements required to move printer ribbons/tally
rolls etc., absolute torque and torque variance to be within
specification;
internal construction:
(a) includes integrity of design and quality of materials used;
patent infringement:
(a) check carried out to ensure no patents are infringed;
performance:
(a) assessment of representative batch;
production samples:
(a) testing of batch from production run.
When requested to do so in accordance with paragraph 2.1.1 above, Fujitsu Services
shall undertake evaluation and shall notify Post Office of the results of the evaluation
within one month of the date of the request.
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If Fujitsu Services evaluates a product as acceptable it shall be added to the list of
approved products maintained in accordance with paragraph 1.2 above. Such approval
of new products by Fujitsu Services shall not be unreasonably withheld or delayed, but,
as stated in paragraph 1.4 above, nothing shall prevent Post office from using any
product in any part of the Horizon Service Infrastructure.
If Fujitsu Services evaluates a product as unacceptable, Fujitsu Services shall provide a
report, to Post Office, within one month of Post Office's request for the product to be
tested, detailing the reasons for the product's unacceptability.
INITIAL SUPPLY
Fujitsu Services shall provide, free of charge, an initial supply of Consumables to each
Branch (whether opened before or after the Amendment Date) for each Counter
Position in that Branch, such Consumables to be delivered either at the time of
installation of the relevant elements of the Horizon Service Infrastructure in that Branch
or, if the Branch is already open, at the time of the opening of a new Counter Position.
Such initial supply shall comprise:
3.1.1. Per Counter Position opening:
3.1.1.1 Three (3) single ply tally rolls for use in the counter printer; and
3.1.1.2 One (1) standard black ink printer ribbon for use in the counter printer.
3.1.2 Per Branch opening:
3.1.2.1 One (1) pack of A4 paper (500 sheets) for use by the back-office printer;
and
3.1.2.2 The back-office printer will have any required Consumables (e.g. ink jet
cartridge, laser toner and drum) pre-installed.
ON-GOING SUPPLY
Following receipt of notification given by Post Office in accordance with Clause 5 and
paragraph 6.3.4 (a “Consumables Notice”), Fujitsu Services obligations to commence
an on-going supply of each Consumable specified in that Consumable Notice shall be
as follows:
4.1.1 if the Consumable Notice is given before the Guaranteed Supply Date for that
Consumable, Fujitsu Services shall supply that Consumable throughout the
period specified in that notice provided that, in respect of any such period after
the Guaranteed Supply Date, Fujitsu Services has been able to secure a supply
of that Consumable in accordance with paragraph 4.3, or an acceptable
alternative, in accordance with paragraph 4.4.
4.1.2 if the Consumable Notice is given after the Guaranteed Supply Date for that
Consumable, Fujitsu Services shall supply that Consumable for the period
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4.2
4.3
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4.5
5.1
specified in that notice, if and to the extent that it has been able to secure a
supply of that Consumable in accordance with paragraph 4.3, or an acceptable
alternative, in accordance with paragraph 4.4.
The Supply of Post Office Consumables under this paragraph 4 shall be in accordance
with all applicable provisions of this Schedule 14 and where agreed with Fujitsu
Services (such agreement not to be unreasonably withheld) any other provisions
specified in the Consumables Notice.
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. This provision
shall apply whether or not Post Office has previously exercised its rights under Clause 5
to procure such Consumables from Fujitsu Services.
In the event that a Consumable, is unavailable before the expiry of the Guaranteed
Supply Date for that Consumable, Fujitsu Services shall, at its own expense, source an
alternative acceptable consumable. The price for such alternative consumable shall not
be greater than the Consumable for which it is an alternative.
In the event that a Consumable, is unavailable after the expiry of the Guaranteed
Supply Date for that Consumable, Fujitsu Services shall, at its own expense, use
reasonable endeavours to source an alternative acceptable consumable. Fujitsu
Services shall use reasonable endeavours to ensure that the price for such alternative
consumable shall not be greater than the Consumable for which it is an alternative. In
the event that reasonable endeavours fail to secure such an alternative consumable for
less than or the same price as the Consumable for which it is the alternative, Post Office
shall pay Fujitsu Services the price of the alternative consumable, if it chooses to order
such alternative consumable from Fujitsu Services.
In the event that a Consumable is unavailable and an alternative cannot be sourced:
4.5.1 prior to the Guaranteed Supply Date for that Consumable, Fujitsu Services shall
not be relieved of its obligations to provide Services under the terms of this
Agreement;
4.5.2 on or after the Guaranteed Supply Date, Post Office shall relieve Fujitsu
Services of its obligations to provide Services (including Service Levels), if and
to the extent that Fujitsu Services can demonstrate to the reasonable
satisfaction of Post Office that it has been unable to perform any such obligation
as a result of that Consumable not being available.
ORDER AND DELIVERY ARRANGEMENTS
Subject to Post Office giving a Consumables Notice and subject to the provisions of
paragraph 4.1, from the commencement of the period specified in such notice:
5.1.1 Fujitsu Services shall accept orders in accordance with Schedule 9, and shall
supply Consumables to agreed Post Office managed distribution centres; and
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6.1
6.2
6.3
5.1.2 the lead time for the commencement of deliveries in respect of each individual
order shall be agreed between Post Office and Fujitsu Services.
PRICES
All prices offered for the Consumables in the CRD entitled “Horizon System Branch
Consumables* (CS/SPE/013) (the “Consumables CRD”) are on a product by product
basis. Post Office shall not be required to order all Consumables shown in the table in
Annex 1 to this Schedule 14 in order to take advantage of the prices quoted in that
CRD.
Post Office shall not be required to order Consumables listed in the table in Annex 1 to
this Schedule 14 in order to have new products added to the list in accordance with
paragraph 2.1.
All prices offered in the Consumables CRD and the provision of Consumables are on a
fixed price basis subject to the following conditions:
6.3.1 the prices for all Consumables apply to orders placed from 1 March of any year
up to 28/29 February of the following year and for delivery before 31 May of
each such following year, as shown in the Consumables CRD;
6.3.2 supply of those Consumables which Post Office opts to procure from Fujitsu
Services shall be on the basis of the Minimum Order Quantities and Minimum
Consignment Quantities specified in the Consumables CRD for orders placed
from 1 March of any year to 28/29 February of the following year;
6.3.3 the prices for all Consumables set out in the Consumables CRD (as amended
pursuant to paragraph 6.3.5 below) shall after the period specified in paragraph
6.3.2 above, be subject to annual re-quotation, such quotes to be provided by
Fujitsu Services by 31 October of each year for the following twelve month
period 1 March to 28/29 February;
6.3.4 Should Post Office decide to purchase any Consumables from Fujitsu Services
then it shall notify Fujitsu Services of such decision by 31 December for
provision of Consumables in the following 12 month period 1 March to 28/29
February; and
6.3.5 on annual re-quotation under paragraph 6.3.3 above, Fujitsu Services shall
update the items shown in the table in Annex 1 to this Schedule 14 by listing all
Consumables which are then required for the performance of the Services other
than Fujitsu Services Consumables.
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Annex 1 to Schedule 14
Consumables
Ithaca Counter Tally rolls
(packs of 100) - single
ply
As specified in the Ithaca specification 100-2203
Rev C (attached at Annex 2) with the following
additional specifications Grammage: 56.4gsm
Footage: 73.15m
Paper type: 15.5# Tablet Bond
N/A
34 March 2010
Ithaca Counter Printer N/A European Article Number (EAN): I 31 March 2010
ribbon (black ink) 5031713 851004
OKI Part No: 5018
EPSON Stylus 200 N/A $020047 31 March 2010
Inkjet printer cartridge
(black) - supplied in
boxes of 100
Compatible EPSON ink I Specification EDM2-96 for Epson 200 printers N/A N/A
cartridges
Ithaca Counter Tally rolls I As specified in the Ithaca specification 100-2203 I N/A 31 March 2010
(packs of 100) - single
Rev C (attached at Annex 2) with the following
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additional specifications Grammage: 55gsm
Footage: 58m
Paper type: White wood free “A” Grade
OKIPAGE 8P OPC drum I N/A 40709902 31 March 2010
OKIPAGE 8P toner NIA 00079801 31 March 2010
Compatible Ithaca Specification EDM2-89 for Ithaca 94-01 printers I N/A NIA
Counter ribbons
Compatible Ithaca Tally rolls with Ithaca specification EDM2-89 with I N/A N/A
Counter Tally rolls 17.4mm core for Ithaca 94-01 Printers
Panasonic KX-P6500 NIA KX-PEPS 31March 2010
laser printer process
unit
Panasonic KX-P6500 NIA KX-P459 31 March 2010
laser printer toner
Screen Cleaning Wipes I Any screen cleaning wipes specified as N/A 31 March 2010
(drum packs of 100)
appropriate for cleaning screens on computers
or other electronic equipment.
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Annex 2_to Schedule 14
Specification for Single Ply Tally Roll
Ithaca Peripherals Incorporated Part Number: 100-2203 (Rev C)
Name: ONE PLY PAPER -3 % DIA X 3.23 W
Unit: SERIES 50, 60, 70 & 90 PRINTERS
c ER-20165 10/96 Mc NA NA
B ER-01006 11/16/94 MLM
A ER-00757 12/9/93 MLM
Rev Release No. Date Dfts FCC Safety
REV.B: UPDATED SPECIFICATIONS AND DRAWING
REV.C: SHT#2 — @.455+.010 REF WAS @.452/.465, @.850+.010 WAS @.845/.855; CORE
MATERIAL WAS “PLASTIC”, CORE ID WAS “@.452/.465”, CORE OD WAS
“@.845/.855"; SHT #3 - REMOVED WALL THICKNESS & WEIGHT
Initial Release: Mooney Date: 12/93
Designer: Mooney Date: 12/93
Engineer: Mooney Date: 12/93
Drafter: Mooney Date; 12/93
Unspecified Specification Tolerances: .XX=+/-.02,.XXX=+/-.005, <=+/-1 deg.
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DO NOT SCALE DRAWING
0.850+.010
0.455-j-010 REF REF
\ J
—— 74
_/
03 1/2 MAX 3.23
WIDTH 3.230 + .000/- .005
DIAMETER 63 % MAX
HOW SHIPPED 50 ROLL CARTON
BRIGHTNESS 80
MOISTURE 5.0
CALIPER .00306
CORE MATERIAL FIBER
CORE OD @.850+.010
OVALITY .020
DROP FITTEM 445
WARNING SIGNAL 3’ FRO
ROLLCLOSURE
CORE BOND NONE
CASE PART NUMBER, 100-1667
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SCHEDULE 16
POST OFFICE RESPONSIBILITIES
Version History
1.0 31/12/02 Agreed version.
Schedule 16
CA023050076_19.doc
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SCHEDULE 16
POST OFFICE RESPONSIBILITIES
41. INTRODUCTION
441 The CCD entitled “On-going Post Office Responsibilities” (POL/HOR/CON/001) sets
out:
1.1.1 in Table A, the actions and responsibilities that Post Office shall fulfil in order to
enable Fujitsu Services to meet its corresponding obligations under this
Agreement or CCDs;
1.1.2 in Table B, the NBS Responsibilities; and
1.1.3 in Table C, the NBS Obligations.
1.2 Itis the intention of the Parties that on or before 31 March 2003:
1.2.1. the wording in Tables A, B and C will be made consistent with the terminology
used in this Agreement (in its form after approval of CCN 1100);
1.2.2 the actions and responsibilities set out in Table A shall be extracted from the
CCD entitled “On-going Post Office Responsibilities” (POL/HOR/CON/001) and
inserted into the appropriate part of this Agreement either:
1.2.2.1 where the corresponding obligation of Fujitsu Services is located; or
1.2.2.2 in a separate annex to, or table in, that part, with a cross-reference to
the corresponding obligation of Fujitsu Services;
1.2.2 the cross references in respect of the NBS Responsibilities and the NBS
Obligations shall be updated so that they cross refer to the relevant provisions
of this Agreement (in its form after approval of CCN 1100).
1.3 The column headed “Reference” in the tables in the CCD entitled “On-going Post Office
Responsibilities” (POL/HOR/CON/001) in the case of:
1.3.1 Table A, contains a reference to the corresponding obligation of Fujitsu
Services;
1.3.2 Tables B, contains a reference to the location of the NBS Responsibility; and
1.3.3 Table C, contains a reference to the location of the NBS Obligation,
in each case in this Agreement (in its form prior to approval of CCN 1100). The Parties
shall use that reference to help facilitate the intention set out in paragraph 1.2 above.
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1.4
The omission from Tables B and/or C below of an obligation or responsibility of Post
Office connected with the NBS Application shall:
1.4.1 if the obligation is stated as something for which Post Office "shall be
responsible", result in that obligation being classed as a "NBS Responsibility"
for the purposes of paragraphs 1.5 to 1.9;
1.4.2 _ if the obligations is stated to be something which Post Office "shall do" result in
that obligation being classed as a “NBS Obligation" for the purposes of
paragraphs 1.5 to 1.9;
1.4.3 _ if the obligation is to make payment to Fujitsu Services result in that obligation
being classed as a "NBS Obligation" for the purposes of paragraphs 1.5 to 1.9;
and
1.4.4 in all other cases shall be, as the context so requires, a NBS Obligation or NBS
Responsibility for the purposes of paragraphs 1.5 to 1.9.
Any failure by Post Office to carry out a NBS Responsibility shall not be a Default under
this Agreement.
Fujitsu Services shall not be liable to Post Office in respect of any breach of its
obligations to provide the NBS Application (including its obligations to achieve any
Service Level set out in Part A of Annex 3 to Schedule 15 (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 NBS Obligation or a NBS
Responsibility (a "Dependency Failure").
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 (other than in relation to any Level 1, Level 2 or
Level 3 NB T&M Work task under the NB Project Plan), 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 is
payable under paragraph 1.8 above.
The obligations and responsibilities of Post Office in respect of Debit Card and the rules
in respect thereof shall be as set out in the CCD entitled “DC MoP Functional
Description” (EF/SER/001).
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