FUJ00000003 - Agreement: agreement between Post Office and Fujitsu dated 28th July 1999 (original) with codifications and subsequent amendments -Version 13.0

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Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
2.0 24/01/07 Baseline copy of v1.5
3.0 06/07/07 Baseline copy of v2.3
40 14/04/08 Baseline copy of v3.2
5.0 23/02/09 Baseline copy of 4.1
5.1 13/05/09 Applying changes as per CCN1258
5.2 19/05/09 RPI Increases for 2009
5.3 12/06/09 Applying changes as per CCN1252a
5.4 Moving contents page to front of Clauses
section
6.0 07/07/09 Moving all schedules to v6.0 as agreed with
Fujitsu
6.1 22/12/09 Applying changes as per CCN 1269
6.2 23/12/09 Applying changes as per CCN 1268
6.3 30/03/10 Applying Changes as per CCN 1276a
6.4 01/04/10 Applying changes as per CCN1270 and
CCN1277
6.5 23/04/10 Applying RPI increase for 2010
7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu
8.0 21/02/12 Applying changes as agreed in CCN1294d,
CCN1295a, CCN1296, CCN1303 and
CCN1302a
9.0 13/01/14 Applying changes as per
CCN1349,CCN1317,CCN1322b,CCN1343
and CCN1400)

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10.0

10/09/15

Applying changes as per CCN1405,
CCN1415, CCN1421a, CCN1426 and as
subsequently amended in this CCN1506 and
moving all Schedules to V10.0 in accordance
with CCN1506

31/03/16

Applying changes as per CCN 1423c, CCN
1500a, CCN 1512c, CCN1600 and moving all
Schedules to V11.0 in accordance with
CCN1604

03/07/2017

Applying changes as per CCN1601b,
CCN1609d, CCN1610, CCN1614a and
moving all schedules to v12.0

23-Nov-2020

Updating as per CCN1612b, CCN1613a,
CCN1616b, CCN1627a, CCN1630,
CCN1637b, CCN1638, CCN1645, CCN1647
and moving all Schedules to v13.0

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CONTENTS
1. Funding Condition
2. Preferred Systems Integrator and Systems Integration Partnership
3. Governance
4. Change Control
5. Development and documentation of HNG-X
6. Associated Changes
7. Migration and Implementation
8. Performance of HNG-X Services prior to HNG-X Date and post HNG-X Date
9. Infrastructure prior to Trigger Point T5 and post Trigger Point TS

10. Performance of Services - General
11. Training

12. Changes to Services

13. Documentation

14. Consumables

15. Service Standards

16. Security

17. Service Levels

18. Service Level Remedies
19. Health and Safety Hazards
20. Policies and Standards

21. Charges

22. Payment

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23. Gain Share

24. Open Book

25. Audit

26. Ownership of Assets

27. Intellectual Property Rights

28. Intellectual Property Rights owned by Fujitsu Services
29. Intellectual Property Rights owned by Post Office

30. Licences granted by Fujitsu Services or a Third Party to Post Office
31. Licences granted by Post Office or a third party to Fujitsu Services
32. Riposte 32 and WebRiposte Software

33. Data

34. Intellectual Property Rights Indemnities

35. Use Of Services and Infrastructure

36. Damage to Physical Property

37. Damage to Plant, Tackle and Tools

38. Access to Post Office Premises

39. Post Office Responsibilities

40. Fujitsu Services' Personnel

41. Fujitsu Services’ Key Personnel

42. Injury to Persons; Loss of Property

43. Liability

44. Limitation of Liability

45. Insurance

46. Term

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47. Termination
48.

Expiring Service and termination of Project HNG-X
49.
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69.

70.

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Rights on termination and expiry of this Agreement, Partial Termination, expiry of an

Additional Resources
Recovery of Sums Due
Authority and Approval
Statements and Representations
Disclaimer of Implied Terms
Waiver

Relationship of Parties
Publicity

Communications & Notices
Transfer and Sub-Contracting
Non-Solicitation

Force Majeure
Confidentiality

Remedies Cumulative
Discrimination

Export

VAT

Guarantee

Interpretation

Amendments to Clauses, Schedules and Annexes of this Agreement and CCDs

Severability

Dispute Resolution Procedure

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71. Law and Jurisdiction 103
72. Entire Agreement 103
73. Revising the Agreement to reflect matters agreed in CCNs 104
74. NBS CCNs 104
75. TUPE 104

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Schedule 1

Schedule A1

Schedule A2

Schedule A3

Schedule A4

Schedule AS

Schedule A6

Schedule B1.1

Schedule B1.2

Schedule B1.3

Schedule B2

Schedule B3.1

Schedule B3.2

Schedule B3.3

Schedule B3.4

Schedule B4.1

Schedule B4.2

Schedule B4.3

Schedule B4.4

Schedule BS

Schedule B6.1

Schedule B6.2

Schedule B6.3

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SCHEDULES
Interpretation
Preferred Systems Integrator
Governance
Change Control
Policies and Standards
Post Office Responsibilities
Funding Condition
Development Services
Systems Integration Partnership
Branch Hardware Implementation Services
Business Continuity
HNG-X Services
Business Capabilities and Support Facilities
HNG-X Central and Telecommunications Infrastructure
Branch Infrastructure
Licenses
Existing Applications
Existing Central and Telecommunications Infrastructure
Existing Service Levels
Transition and Migration
HNG-X Business Requirements.
HNG-X Design and Build

HNG-X Acceptance Process

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Schedule C1 - Service Level Principles and Remedies
Schedule C2 7 Sub-contractors
Schedule C3 - Licences
Schedule D1 - Charges
Schedule D2 - Ordering, invoicing and payment
Schedule D3 - Gain share
Schedule D4 - Open Book
Schedule DS - Audit
Schedule D6 - Market Testing
Schedule D7 - Migration Charges
Schedule D& - HNG-X and Associated Change Development Charges
Schedule E - Termination and the Exit Plan
Schedule F - Key Objectives of the Towers Model, Fujitsu
Collaboration Requirements and Responsibilities
Schedule G - Fujitsu Support Applications and Specified Third Party
Software
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THIS AGREEMENT is made the 28th day of July, 1999

BETWEEN:

(1)

Post Office Ltd whose registered office is situated at 148 Old Street, London EC1V
9HQ (“Post Office”); and

(2) Fujitsu Services Limited whose registered office is at 22 Baker Street, London W1U

3BW ("Fujitsu Services").

RECITALS

WHEREAS:

(A) By an agreement dated 24 May 1999 originally entered into between Post Office (then
known as Post Office Counters Ltd) and ICL Pathway Limited and subsequently novated
and amended (the "Codified Agreement"), Fujitsu Services provides certain services to
Post Office;

(B) The Codified Agreement came into effect on 28 July 1999;

(C) On 31 December 2002 the Parties signed CCN1100 which incorporated agreed
changes to and restated the Codified Agreement;

(D) Various changes have been made to the Codified Agreement since 31 December 2002,
pursuant to the Change Control Procedure contained therein;

(E) The Parties have agreed to the extension of the term of, and the making of certain

further changes to, the Codified Agreement with the aim of achieving, inter alia, the
following joint objectives (the “Joint Objectives”):

(a) the introduction of immediate and sustained reductions in certain Post
Office costs;
(b) subject to certain agreed exceptions, the continued provision to the Post

Office of services equivalent in their business outcome to the services
provided immediately prior to the introduction of the changes;

(c) fixed and variable pricing with variable elements based on the use of
particular service components and numbers of Branches, Counter
Positions and Transactions;

(d) continuous endeavour to make further cost savings and improve the
quality of service provision and value for money (“Strive”);

(e) improved joint working practices and the introduction of a new systems
integration relationship involving the pursuit of opportunities for both

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Parties to share the benefits of any cost reduction initiatives through a
new Systems Integration Partnership ;

(f) the maintenance and enhancement of the customer relationship between
Fujitsu Services and the Post Office so that the Post Office remains as a
key referenceable customer for Fujitsu Services; and

(9) the provision to Post Office of information relating to and/or access to
new technology, concepts and techniques developed by the Fujitsu
Services Group where such information or access would be relevant to
and capable of application to the Services;

(F) On 31 August, 2006 the Parties signed CCN 1200 which extended the term of the
Codified Agreement and introduced certain further changes; and

(G) This Agreement is the Codified Agreement as amended by CCN 1200, including the
Schedules thereto, the CCDs and CRDs.

(H) On 26 September 2013 the Parties signed CCN 1400 which made certain changes to
the Codified Agreement to reflect Post Office’s intention to transition the Services to a
new Towers Model. Under CCN 1400, the Codified Agreement was extended for a
transitional period until 31 March 2017, with certain Services expiring on 31 March 2015
(unless otherwise extended), to enable Post Office sufficient time to complete the
procurement process for transitioning to the Towers Model and to appoint suppliers for
each of the Towers (including Replacement Services).”

()) On 10 September 2015 the Parties signed CCN1500a which made certain changes to
the Codified Agreement to reflect Post Office's need to extend the Agreement to enable
transition of the Services to a new Towers Model. Under CCN1500a, the Codified
Agreement was extended for a transitional period until 318 March 2018, with certain
Services due to expire on 31%t March 2016 and 31%' March 2017 (unless otherwise
extended through the Change Control Procedure), to enable Post Office sufficient time
to transition to the Next Suppliers.”

(J) On 22 February 2016 the Parties signed CCN1600 which made certain changes to the
Codified Agreement and the expiration date for the Codified Agreement was extended to
31st March 2023 . The Expiring Services shall expire on 31st March 2016 and 31st March
2017 as set out in the Codified Agreement (unless otherwise extended), with all other
Services (save where terminated early in accordance with the terms of this Agreement)
continuing until 31st March 2023.

(K) On March 9th , the Parties signed CCN1638 in order to make certain changes to the

Codified Agreement in order to implement an updated service delivery framework,
attached hereto as Schedule I.

NOW THEREFORE IT IS HEREBY AGREED as follows:
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PART A: RELATIONSHIP
Funding Condition

Post Office may at any time prior to the Conditionality Expiry Date deliver to Fujitsu
Services a Funding Notice.

During the Conditionality Period the provisions of Part A of Schedule A6 shall apply.

Where Post Office delivers a Funding Notice prior to the Conditionality Expiry Date, the
provisions of Part B of Schedule A6 shall apply with effect from the date of receipt by
Fujitsu Services of such Funding Notice.

Where Post Office does not deliver a Funding Notice prior to the Conditionality Expiry
Date, the provisions of Part C of Schedule A6 shall apply with effect from the
Conditionality Expiry Date.

Where Post Office notifies Fujitsu Services in writing prior to the Conditionality Expiry
Date that it will not deliver a Funding Notice, the provisions of Part C of Schedule A6

shall apply with effect from the date on which Fujitsu Services receives that notice in

writing.

Post Office shall ensure that during the Conditionality Period Fujitsu Services is
provided with confirmations by way of issue of a purchase order or a series of purchase
orders or otherwise in writing in respect of HNG-X Development to be carried out in
accordance with the HNG-X Programme Plan against which Fujitsu Services may raise
invoices for HNG-X Development Charges when entitled to do so in accordance with
the provisions of Schedule D2 and to the extent such Charges fall within the estimated
aggregate HNG-X T&M Budget in respect of a particular Planning Period (as set out in
the budget report to be delivered in accordance with paragraph 11 of Schedule B6.2)
("Purchase Order Cover"). In the absence of such Purchase Order Cover and failure by
Post Office to provide it within seven days of written notice from Fujitsu Services
requesting that Post Office do so, the provisions of Part C of Schedule A6 shall apply
upon expiry of such notice.

Post Office shall provide to Fujitsu Services, upon its reasonable request from time to
time, information that Post Office is reasonably able to disclose, without breaching any
confidentiality restrictions, for the purpose of updating Fujitsu Services on progress
being made by the Post Office in securing funding such that Post Office may deliver a
Funding Notice, and the steps being taken by Post Office to secure such funding.

In the event that, during the Conditionality Period, Project HNG-X is terminated by Post
Office for Default pursuant to Clause 47.11.1 and Post Office does not deliver a Funding
Notice to Fujitsu Services on or prior to the Conditionality Expiry Date, Post Office shall

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2.2

2.3

3.1

3.2

5.1

5.2

not be entitled to recover any loss or damage from Fujitsu Services on the basis that
had this Agreement been duly performed according to its terms Post Office would have
delivered a Funding Notice on or prior to the Conditionality Expiry Date.

Preferred Systems Integrator and Systems Integration Partnership

It is Post Office’s present intention to confer upon Fujitsu Services the role of Preferred
Systems Integrator with a wider scope of operation than the Infrastructure and with the
potential to include all Relevant IT Systems in that scope. The role of the Preferred
Systems Integrator and the manner and timing of its appointment are set out in further

detail in Schedule A1 to this Agreement.

In its role as Preferred Systems Integrator (if appointed) Fujitsu Services shall pursue in
particular those Joint Objectives listed in Recitals (E)(d) and (E)(e).

The Parties shall, with effect from the Amendment Date, establish and operate the SIP in
accordance with the terms of Schedule B1.2.

Governance
The Parties shall, throughout the term of this Agreement, govern their relationship:
3.1.1 in accordance with the provisions of Schedule A2; and

3.1.2 with a view to monitoring, and assisting with the aim of achieving, the Joint
Objectives set out in Recitals E(d) to (g) (inclusive).

Any dispute arising between the Parties in relation to this Agreement shall be resolved in
accordance with Schedule A2.

Change Control

Save as expressly provided otherwise in any provision of this Agreement, this Agreement
may only be amended in accordance with the Change Control Procedure set out in
Schedule A3.

PARTB: SERVICES
Development and documentation of HNG-X

Post Office shall develop the Requirements Baseline for the HNG-X Service Infrastructure
and the Business Capabilities and Support Facilities in accordance with the process for
such development set out in Schedule B6.1. Fujitsu Services shall participate in that
process in the manner described in that Schedule.

Fujitsu Services shall, subject to Clause 10.5, design and develop the HNG-X Service
Infrastructure (other than the Associated Changes) and the Business Capabilities and
Support Facilities:

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5.3

5.4

5.5

5.6

6.1

6.2

5.2.1 to comply with the Requirements Baseline (as may be amended pursuant to
Schedule B6.1);

5.2.2 in accordance with the HNG-X Assumptions and the Solution Architecture; and

5.2.3 in accordance with the provisions of Schedule B6.2 (as supplemented by the
CCDs “Establishing and Assuring the HNG-X User _ Interface”
(REQ/GEN/PRD/0001) and “Postal Services Business and Operational Context”
(REQ/CUS/BRS/0001)),

and shall use reasonable endeavours to do so in compliance with the HNG-X Programme
Plan (as adjusted in accordance with the provisions of Schedule B6.2).

The Parties shall comply with their respective obligations set out in Schedule B6.3 in
relation to the acceptance of the HNG-X Service Infrastructure and the Business
Capabilities and Support Facilities.

As soon as reasonably practicable following HNG-X Final Acceptance, Schedules B3.2,
B3.3 and B3.4 and all other documents in the Solution Baseline Documentation Set shall
be amended under the Change Control Procedure, to the extent necessary, to be
consistent with the Solution Baseline (together with any rectification plans and
workarounds agreed pursuant to Schedule B6.3).

Until the date on which Schedules B3.2, B3.3 and B3.4 and all other documents in the
Solution Baseline Documentation Set are amended pursuant to Clause 5.4, Fujitsu
Services’ obligations under this Agreement in relation to the HNG-X System shall be
determined by reference to the Solution Baseline (and any subsequent changes to the
HNG-X System agreed pursuant to the Change Control Procedure) rather than those
Schedules and documents.

Save where the reference to XP is to it as the existing operating system, until such time
as a CCN to introduce a replacement operating system for NT (as envisaged by
paragraph 1.4 of Schedule C3) has been agreed by the Parties, any references to “XP”
in any of the Schedules, CCDs or CRDs, or to “Microsoft”, as the provider of XP, shall
be construed generically to mean a new operating system intended to replace NT and
the provider of that operating system respectively.

Associated Changes

Fujitsu Services shall perform the Associated Change Activities in accordance with the
provisions of Schedule B5 and shall use reasonable endeavours to do so in compliance
with the HNG-X Programme Plan (as adjusted in accordance with the provisions of
Schedule B6.2).

Software developed by Fujitsu Services as a product of the Associated Change Activities
shall be subject to the acceptance process in accordance with the principles set out in
Schedule B6.3.

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8.1

8.2

8.3

9.1

9.2

Migration and Implementation

Fujitsu Services shall implement the HNG-X Service Infrastructure and the Business
Capabilities and Support Facilities in accordance with the requirements of Schedule BS
and in compliance with the HNG-X Programme Plan (as adjusted in accordance with the
provisions in Schedule B6.2).

Performance of HNG-X Services prior to HNG-X Date and post HNG-X Date

Prior to the HNG-X Date in respect of each Branch, Fujitsu Services shall perform in
respect of that Branch each of the HNG-X Services (other than BCSF Services) over the
Infrastructure and using the Horizon Applications.

On and after the HNG-X Date in respect of each Branch, Fujitsu Services shall perform
in respect of that Branch each of the HNG-X Services as described in Schedule B3.1 over
the Infrastructure.

Subject to Clauses 8.1 and 8.2 and save as expressly provided otherwise, the provisions
of this Agreement relating to the provision of Services shall apply both to Services to be
provided before the HNG-X Date and to Services to be provided after the HNG-X Date.

Infrastructure prior to Trigger Point T5 and post Trigger Point T5

Until Trigger Point T5 (Data Centre Ready For HNG-X), the Infrastructure over which the
HNG-X Services shall be provided shall be the Horizon Service Infrastructure described
in Schedule B4.3.

Following Trigger Point T5 (Data Centre Ready For HNG-X), the Infrastructure over which
the HNG-X Services shall be provided shall be the HNG-X Service Infrastructure as
described in Schedule B3.3 save to the extent of any variations applicable in accordance
with Part 1 of Annex 2 of Schedule B5 (Transitional Infrastructure) that apply to Branches
prior to their respective HNG-X Dates.

Performance of Services - General

Fujitsu Services shall:

10.1.1 perform the Development Services in accordance with Schedule B1.1;
10.1.2 perform the Transfer Services in accordance with Schedule E; and

10.1.3 throughout the term of this Agreement, comply with the provisions of Schedule
B2 (Business Continuity).

Subject to Clause 10.8, Fujitsu Services shall, throughout the term of this Agreement,
provide all HNG-X Services (except any terminated in accordance with Clause 47.10 or
which expire in accordance with Clause 46.3) in accordance with the terms of this
Agreement. Subject to Clause 10.3 and provided the limit on the number of Counter

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Positions specified in Part 1 of AnnexA to Schedule D1 is not exceeded, where an HNG-
X Service is to be provided at a Counter Position, it shall be capable of being provided at
such Counter Position.

Where a network connection is required to deliver a Service and such network connection
is unavailable at a Horizon Counter Position (due to characteristics particular to that
Horizon Counter Position) Fujitsu Services shall not be obliged to deliver that Service at
that Horizon Counter Position.

Each Party shall perform each of its obligations set out in the Schedules to this Agreement
and those in the CCDs subject to and in accordance with the provisions of this Agreement,
the Schedules to this Agreement and the CCDs.

Post Office may, by giving Fujitsu Services not less than six months’ notice in writing,
cease to use a POL Service Type. Upon expiry of that notice, the POL Service Type shall
be disabled by Fujitsu Services. Where a notice is given under this Clause in respect of
a POL Service Type listed in Annex 1 to Schedule B3.2 whose development has not been
completed at the date of provision of such notice, all work being undertaken in respect of
such development shall cease as soon as reasonably practicable following receipt of the
notice and the Change Control Procedure shall be used to agree any consequential
changes to this Agreement including, without limitation, the extent to which the HNG-X
Project Price should be lowered to reflect cost savings resulting from the cessation of
such work and the impact on the Requirements Baseline if such development is no longer
to be completed.

The removal by Fujitsu Services of any application code and/or infrastructure relating to
a POL Service Type disabled in accordance with Clause 10.5 shall be dealt with under
the Work Ordering Procedure.

Once a POL Service Type has ceased operation in accordance with Clause 10.5, such
POL Service Type may only be recommenced pursuant to the Change Control Procedure
set out in Schedule A3.

Claused removed by CCN1610
10.8.1 Not used
10.8.2 Not used
10.8.3 Not Used

It is the agreed intention of both parties that during the term of this Agreement the
Services and the underlying infrastructure from which they are provided shall evolve as
Post Office's business requirements change and in line with new technology. The parties
acknowledge and agree that this evolution should include standardisation, including but
not limited to the interfaces and moving to a Fujitsu Services or third party cloud based
hosting capability, and that such standardisations should be capable of being
benchmarked in accordance with Schedule D6. Fujitsu Services and Post Office will

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12.41

12.2

12.3

work together to jointly agree a technology roadmap and plan which will cover issues
such as standardisation and changes to support by third party licensors (e.g. Oracle). The
existing CCN and commercial terms processes shall be used to agree the technology
roadmap and plan and any subsequent changes. The parties have a joint expectation
that service will move to a Fujitsu Services or third party cloud based shared infrastructure
during the life of the contract, enabling lower run costs.

Training

Subject to the limits set out in Part 1 of Annex A to Schedule D1 not being exceeded,
Fujitsu Services shall supply Post Office with the Old CTO Configurations and New CTO
Configurations and install such configurations at locations agreed with Post Office. New
CTO Configurations and the locations where installed shall be deemed to be Counter
Positions and Branches respectively for the purposes of the Operational Charges and the
limits set out in Part 1 of Annex A to Schedule D1.

Fujitsu Services shall supply Post Office, on terms to be agreed between the Parties
under the Change Control Procedure, with such training systems and documents as Post
Office may reasonably require for the purposes of training Post Office employees in the
use of any Services provided under this Agreement.

Changes to Services

Subject to Clause 12.2, Fujitsu Services shall not introduce any product or service into
the Infrastructure, or the Services, nor make any change to the Services or to the
Infrastructure, without Post Office's prior written consent.

Fujitsu Services may issue further Releases of Software in accordance with the CCD
entitled “Pathway Release Policy” (PA/STR/003) from time to time as necessary to
remedy defects in the provision of the Services or for the purpose of maintenance of the
Infrastructure, the Horizon Applications and the Business Capabilities and Support
Facilities.

For the purposes of this Clause 12.3, the network connections (being ISDN, PSTN, ADSL,
GPRS ) to Branches procured by Fujitsu Services from a public carrier that form part of
the Infrastructure from time to time are referred to as the “Branch Network Connections’.
For any reason including, without limitation, in order to achieve consolidation of Royal
Mail Group telecommunication provision and/or to reduce overall costs, Post Office shall
be entitled, in accordance with the provisions of Clauses 12.3.1 to 12.3.9 (inclusive) to
put in place an alternative arrangement to that set out in this Agreement for the provision
of any or all of the Branch Network Connections (an "Alternative Network Arrangement").
For avoidance of doubt the provisions of sub-clauses 12.3.2 — 12.3.9 shall not apply to
the Tower Branch Network Services:

12.3.1 Post Office shall give Fujitsu Services reasonable advance notice of its intention
to put in place an Alternative Network Arrangement and shall engage with Fujitsu
Services in relation to the matters set out in this paragraph below;

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12.3.2

12.3.3

12.3.4

12.3.5

12.3.6

12.3.7

12.3.8

12.3.9

subject to Clause 12.3.8, Post Office may appoint, or may agree with Fujitsu
Services to appoint, whether as a result of a tendering process or otherwise, any
reputable organisation as a supplier of any or all of the Branch Network
Connections (the “Branch Telecommunications Supplier’) in substitution for the
relevant public carrier used by Fujitsu Services under this Agreement;

the appointment by Post Office of the Branch Telecommunications Supplier shall
be in accordance with terms agreed by Post Office with the Branch
Telecommunications Supplier, taking into account (i) any notice periods
applicable for the termination of the contractual arrangements with the public
carrier then used by Fujitsu Services for the provision of the relevant Branch
Network Connections and (ii) the matters to be agreed with Fujitsu Services in
accordance with this Clause 12.3;

Fujitsu Services shall manage the Branch Telecommunications Supplier as part
of its provision of the Third Party Management Services;

the costs or charges to be paid to such Branch Telecommunications Supplier and
any termination charges due to be paid to the public carrier used by Fujitsu
Services shall be met by or on behalf of Post Office or otherwise reimbursed to
Fujitsu Services by Post Office (as applicable in the circumstances) when they
arise;

Fujitsu Services shall be paid a margin in relation to such costs or charges
(whether met by or on behalf of Post Office or reimbursed to Fujitsu Services),
calculated by multiplying such costs or charges by 5 divided by 95;

the costs and expenses of undertaking the procurement and appointment of the
Branch Telecommunications Supplier shall all be borne by Post Office and, to the
extent that Fujitsu Services is involved or provides assistance with such
procurement, all costs and expenses reasonably incurred by Fujitsu Services
shall be reimbursed to Fujitsu Services by Post Office;

the Agreement shall be amended under the Change Control Procedure to give
effect (as between Post Office and Fujitsu Services) to the appointment of the
Branch Telecommunications Supplier by Post Office with the intention that Fujitsu
Services should be no worse off (i) financially and (ii) in relation to risk or liability,
under the revised Agreement than it is under the existing Agreement; and

the matters to be addressed under the Change Control Procedure to give effect
to Clause 12.3.8 shall include, without limitation, amendments to the Third Party
Management Services in connection with Clause 12.3.4, transition to the
Alternative Network Arrangement, the charges for such transition (to be paid by
Post Office), project management, billing management, changes to central data
processing, security of the Alternative Network Arrangements and the impact of
the Alternative Network Arrangements on the HNG-X Services.

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14.2

14.3

14.4

14.5

14.6

14.7

14.8

14.9

12.4 Post Office shall be entitled, in accordance with the provisions of Clauses 12.4.1
to put in place alternative arrangements to those set out in this Agreement with
the Next Supplier for the provision by the Next Supplier of Replacement Services
to the Branch Network Service and the CMT Service for any Branches:

12.4.1 Post Office shall give Fujitsu Services reasonable advance notice, but not less
than 10 Working Days, of its intention to put in place Replacement Services to
the VSAT BB communications method of the Branch Network Service to be
supplied by the Next Supplier for any Branch, using the process agreed in the
Operational Business Change (Branch Change) Service and managed through
the Change Control Procedure.

Documentation

Fujitsu Services shall provide to Post Office one electronic copy of the Listed

Documentation, Specially Written Documentation and Developed Documentation at no

additional charge.

Fujitsu Services shall maintain and keep up to date the Core Document Set.

Consumables - Clause removed by CCN1616b

14.4.1

14.4.2

14.6.1

14.6.2

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14.11

14.12

PART C: QUALITY OF SERVICE

Service Standards

Fujitsu Services undertakes that:

15.1.1

15.1.2

15.1.3

15.1.4

15.1.5

15.1.6

15.1.7

15.1.8

the Services, the HNG-X Development and the Associated Change Development
shall comply with, and be provided in accordance with, the policies and standards
specified in Schedule A4 and all components and equipment used in the course
of the provision of the Services shall operate in accordance with their technical
specifications;

neither the provision of the Services nor the operation of any testing and
monitoring instruments used in connection with the Services shall cause electrical
interference beyond the limits laid down in the relevant standard specified in
Schedule A4, save to the extent that any such interference is caused by Rate
Boards;

the Infrastructure, the Horizon Applications, the Business Capabilities and the
Support Facilities shall be provided in accordance with and comply with all
relevant applicable industry standards, as these standards are listed in Schedule
A4.

the Services, the HNG-X Development and the Associated Change Development
shall be supplied and rendered by appropriately experienced, qualified and
trained personnel with all due skill, care and diligence;

Fujitsu Services shall discharge its obligations under this Agreement with all due
skill, care and diligence including but not limited to good industry practice and
(without limiting the generality of this Clause 15) in accordance with the best of
its own established internal procedures;

the Services, the HNG-X Development and the Associated Change Development
shall be performed in compliance with all applicable laws, enactments, orders,
regulations, and other similar instruments;

the interfaces to all external systems connected to the Infrastructure shall operate
in accordance with the applicable Application Interface Specification and
Technical Interface Specification;

the Services shall be performed in such a way as to cause a minimum of
disruption to the business of Post Office and the End Users;

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16.2

16.3

16.4

15.1.9 all components of the Infrastructure shall operate in accordance with their
respective specifications, except that, for the avoidance of doubt, it is agreed that
Post Office shall have no remedy for breach of this undertaking in relation to
errors or interruptions to Services which cause a failure of a Service Level Target
or an Additional Remedy Level; and

15.1.10 Clause removed by CCN1616b

Fujitsu Services warrants that in relation to the reliability, supportability, repair and/or
replacement of Existing Equipment:

15.2.1 Fujitsu Services has made all factual enquiries that it ought reasonably to have
made, including taking into consideration the Transaction volumes set out in the
CCD entitled "Horizon Capacity Management and Business Volumes"
(PA/PER/033) and the effect of the Business Capabilities and Support Facilities
on the use and expected use of the Existing Equipment, as known to Fujitsu
Services at the Amendment Date; and

15.2.2 a fair and accurate summary of, or extracts from, all information relevant to the
reliability, supportability, repair and/or replacement of Existing Equipment
obtained by Fujitsu Services pursuant to such enquiries, together with the related
analysis by Fujitsu Services based upon the factual enquiries referred to in
Clause 15.2.1, have been fairly disclosed to Post Office.

Security

Fujitsu Services shall deliver and continue to provide a secure system in respect of all
transactions which, as far as this Agreement requires, eliminates the potential for any
fraud or unauthorised disclosure of data and provides detection procedures and
significant barriers to attacks from internal conspiracy and collusion to defraud Post
Office.

Fujitsu Services shall use all reasonable endeavours to maintain the security of the
Services, the HNG-X Development and the Associated Change Development and shall
comply with the security requirements set out in Schedule A4.

Fujitsu Services shall offer all reasonable assistance to Post Office in preventing
fraudulent use of the Services, the HNG-X Development, the Associated Change
Development and the Horizon Service Infrastructure by Post Office's employees and
Agents.

In the event that the provisions of this Clause 16 or any other provisions of this Agreement
in relation to:

16.4.1 the elimination of the potential for any fraud or unauthorised disclosure of data;
or

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16.4.2 provision of significant barriers to attacks from internal conspiracy and collusion
to defraud Post Office; or

16.4.3 prevention of corruption or loss of data; or
16.4.4 the security, accuracy, completeness, authenticity, validity or integrity of any data,

conflict or are inconsistent with the provisions of the CCD entitled "Security Constraints"
(ARC/SEC/ARC/0001), the provisions of that CCD shall prevail.

16.5 Notwithstanding any other provision in this Agreement to the contrary:
16.5.1 Fujitsu Services shall not be responsible for the accuracy, completeness, validity
or integrity of any data (including, without limitation, and Personal Data) in relation

to the POL FS Data or the POLSAP Data.

(a) provided by or on behalf of Post Office for loading onto the POL FS
System;

(b) produced by the Infrastructure and held on the POL FS System; or

(c) contained in any Transaction Correction Record delivered by Fujitsu
Services to any Branch,

(together “POL FS Data”);

16.5.2 Fujitsu Services shall not be responsible for extracting POL FS Data from the
POL FS System or dealing with subject information requests under the Data
Protection Act 1998 in relation to POL FS Data; or

16.5.3 Fujitsu Services shall not be responsible for manipulating or processing any POL
FS Data,

save to the extent that:

16.5.4 in relation to 16.5.1, 16.5.2 or 16.5.3 Fujitsu Services provides and is responsible
for the platforms on which POLSAP Data is held as part of the POLSAP Services
such responsibilities including, without limitation, application of access controls;
and

16.5.5 additionally in the case of Clause 16.5.1, the accuracy, completeness, validity and
integrity of POLSAP Data is adversely affected by the POLSAP Software itself.

16.6 Notwithstanding any other provision in this Agreement to the contrary, Fujitsu Services
shall not be responsible for:

16.6.1 the accuracy, completeness, validity or integrity of any data (including), without
limitation, any Personal Data):

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18.1

18.2

18.3

18.4

16.6.1.1 provided by or on behalf of Post Office for loading onto the POL MI
System; or

16.6.1.2 produced by the Infrastructure and held on the POL MI System,
(together “POL MI Data”);

16.6.2 extracting POL MI Data from the POL MI System or dealing with subject
information requests under the Data Protection Act 1998 in relation to POL
MI Data; or

16.6.3 manipulating or processing any POL MI Data,
save to the extent that:

16.6.4 Fujitsu Services provides and is responsible for the platforms on which POL
MI Data is held as part of the POL MI Services such responsibilities
including, without limitation, application of access controls; and

16.6.5 Additionally in the case of 16.6.1, the accuracy, completeness, validity and
integrity of POL MI Data is adversely affected by the POL MI System itself.

Service Levels

The HNG-X Services provided by Fujitsu Services pursuant to this Agreement shall be
provided so as to achieve the Service Levels referred to in Schedule C1.

Service Level Remedies

In the event that the Services fail to meet the Service Levels set out or referred to in
Schedules C1 or B4.4, Fujitsu Services shall pay Post Office liquidated damages (such
payment to be in the form of credit notes unless Post Office directs otherwise) calculated
or determined in accordance with Schedule C1 or Schedule B4.4 (as applicable) and paid
pursuant to Schedule D2.

Fujitsu Services shall pay Post Office the liquidated damages referred to in Clause 18.1
within 30 days of the date on which Fujitsu Services is due to deliver the Service
Management Report for the period to which the liquidated damages relate and Post Office
Additional Costs within 30 days of the Parties agreeing the amount of the same.

The Parties acknowledge that the liquidated damages referred to in this Clause are a
reasonable and genuine pre-estimate of the loss likely to be suffered by Post Office.

Without prejudice to Clause 47.2, paragraph 7 of Schedule C1 and paragraph 7 of
Schedule B4.4:

18.4.1 liquidated damages and/or any other amounts specified in this Agreement
payable by Fujitsu Services in respect of any LDT failure (save to the extent that

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20.

21.

21.4

21.2

21.3

22.

22.1

LDT failure is also an ARL failure in which case and to such extent Clause 18.4.2
shall apply), whether that LDT failure occurs at, above or below the corresponding
SLT, shall be Post Office’s exclusive remedy in respect of any failure of that LDT
and/or SLT, and

18.4.2 Post Office Additional Costs, liquidated damages and/or any other amounts
specified in this Agreement payable by Fujitsu Services in respect of any ARL
failure shall be Post Office’s exclusive remedy in respect of that failure.

Health and Safety Hazards

Fujitsu Services shall notify Post Office of any health and safety hazards in relation to
Post Office Premises owned by or leased to Post Office which may arise in connection
with Fujitsu Services' performance of this Agreement.

Post Office shall notify Fujitsu Services of any known health and safety hazards which

may exist or arise at the Post Office Premises owned by or leased to Post Office and

which may affect Fujitsu Services. Fujitsu Services shall draw these hazards to the

attention of its employees and sub-contractors or any persons engaged by Fujitsu

Services in the performance of this Agreement at such Post Office Premises.

Fujitsu Services shall inform all persons engaged in the performance of this Agreement

at the Post Office Premises owned by or leased to Post Office of all such hazards and

shall instruct such persons in connection with any necessary associated safety measures.

Policies and Standards

Each of the Parties shall comply with the obligations imposed on it by Schedule A4.
PART D: REWARD

Charges

Post Office shall pay to Fujitsu Services the Charges set out in Schedules D1, D7 and D&
and any other charges provided for in this Agreement or agreed under a Work Order.

Clause removed by CCN1616b

Except as otherwise expressly agreed in this Agreement, or as generally provided for
under the Change Control Procedure or in Work Orders, no other amounts shall be
payable by Post Office to Fujitsu Services in consideration of the Services to be provided
by Fujitsu Services under this Agreement.

Payment

Payment of Charges shall be made in accordance with the terms set out in Schedule D2.

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22.2

23.

24.

24A

25.

25.2

In the event that Fujitsu Services, in accordance with the terms of this Agreement, enters
into a supply contract or a sub-contract in connection with this Agreement, Fujitsu
Services shall ensure that a term is included in the supply contract or sub-contract which
requires Fujitsu Services to pay all sums due thereunder to the relevant supplier or sub-
contractor within a specified period, not to exceed 30 days, from the date of receipt of a
valid invoice as defined by the terms of the supply contract or sub-contract (as
appropriate).

Gain Share

The provisions of Schedule D3 shall apply.
Open Book

The provisions of Schedule D4 shall apply.
Market Testing

The provisions of Schedule D6 shall apply save that with respect to the provisions of
paragraph 3 of Schedule D6 it shall be limited to the right to benchmark:

a) the on-shore and off-shore Rate Cards but Post Office shall only be entitled to
benchmark these rate cards after 1st April 2020; and

b) where the parties agree to a Gain Share project to transform an element of the
Services and where it is agreed (both parties acting reasonably) that the
transformed element of the Service is then delivered in a more industry standard
way (for example via a Cloud laaS mechanism), that standard element of the
service shall be subject to the right to benchmark provided that such benchmark
shall not apply until 18 months after the transformed element of the Services goes
live.

Audit
Fujitsu Services shall keep or cause to be kept the Records.

Fujitsu Services shall grant or procure the grant to Post Office, any statutory or regulatory
auditors of Post Office and their respective authorised agents the right of reasonable
access to the Records and shall provide all reasonable assistance at all times for six
years after the creation of the relevant Records for the purposes of carrying out an audit
of Fujitsu Services' compliance with this Agreement including all activities, Charges,
performance, security and integrity in connection therewith. Each Party shall bear its own
expenses incurred pursuant to this Clause. On termination of the Agreement, Partial
Termination, expiry of the Agreement or expiry of an Expiring Service, Fujitsu Services
shall within a reasonable time to be agreed by the Parties, transfer the Records to Post
Office or a Next Supplier, as instructed by Post Office. Following settlement of all Charges
due and payable under this Agreement, Fujitsu Services shall be released from any
further liabilities under this Clause 25.2 in relation to such Records.

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25.3

25.4

25.5

25.6

25.7

25.8

25.9

Without prejudice to the foregoing, in the event of an investigation into suspected
fraudulent activity or other impropriety by Fujitsu Services or any third party, Post Office
reserves for itself, any statutory or regulatory auditors of Post Office and their respective
authorised agents the right of immediate access to the Records described in Clauses 25.1
and 25.2 and Fujitsu Services agrees to render all necessary assistance to the conduct
of such investigation at all times during the currency of this Agreement or at any time
thereafter. To the extent any fraudulent activity or impropriety is found to be attributable
to Post Office as a result of that investigation, Post Office shall take all reasonable
measures to prevent recurrence of its acts or omissions that resulted in such fraudulent
activity or impropriety.

Fujitsu Services shall provide Post Office at no additional cost with copies of the annual
and interim audited accounts of Fujitsu Services and its approved subcontractors within
14 days of such accounts having been lodged at Companies House or the relevant local
equivalent to Companies House.

The Parties shall comply with the provisions of Schedule D5.

All information obtained by Post Office or Post Office's Agents pursuant to this Clause 25
and Schedule D5 shall be treated as Confidential Information.

Notwithstanding the provisions of this Clause 25 and anything else to the contrary in this
Agreement, all access to the audit trail of Transactions held by Fujitsu Services in respect
of Transaction data created on or after the date of commencement of NB Pilot (Soft
Launch) shall be conducted as Audit Record Queries and shall be subject to the limits
and Service Level Targets set out in the information retrieval and audit sections of the
following CCDs, as applicable in accordance with the provisions of Schedule B3.1:
“Service Description for the Security Management Service” (CS/SER/016) and
"Security Management Service: Service Description" (SVM/SDM/SD/0017).

In addition to its obligations under Clauses 25.2 and 25.3, Fujitsu Services shall provide
the Court Case Support Services to Post Office in relation to prosecutions and other
disputes (whether civil or criminal) with any third party including but not limited to any
fraud, theft, breach of contract or impropriety (the “Court Case Support Services”). The
Court Case Support Services shall include any matters whether they relate to Horizon,
HNG-X or any other system provided by or on behalf of Fujitsu Services to Post Office,
its agents or its subcontractors (including Post Office Service Integrator and any Tower
Contractor). Fujitsu Services shall provide the Court Case Support Services within the
timeframes required by Post Office or the relevant court or other authority.

Without prejudice to Clause 25.3, the Court Case Support Services shall comprise:
25.9.1 the provision of copy reports;
25.9.2 the provision of data (including transaction data, event logs, helpdesk call logs,

non-polled data and remuneration data) where such data is held by or in the
control of Fujitsu Services;

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25.10

25.11

25.12

25.9.3 the compilation of data (including transaction data, event logs, helpdesk call logs,
non-polled data and remuneration data);

25.9.4 the interpretation of data (including transaction data, event logs, helpdesk call
logs, non-polled data and remuneration data);

25.9.5 the provision of technical reports regarding technical aspects of any system
(whether Horizon, HNG-X or otherwise);

25.9.6 live witness evidence at Court if any of the information provided (including without
limitation that provided pursuant to Clauses 25.9.1 to 25.9.5) is challenged to the
extent to which Fujitsu Services provided said information; and

25.9.7 the right of access to Records, including but not limited to information, reports
and data, held by or in the control of Fujitsu Services, and the assistance of
Fujitsu Services’ personnel with appropriate knowledge of the applicable Records
(to the extent any such personnel remain employed or contracted to Fujitsu
Services) for any independent experts and/or legal advisors instructed by Post
Office and/or any other claimant(s) or defendant(s) and the Prosecution in any
mediation, arbitration tribunal, court case or dispute in which Post Office is
involved in relation to the Horizon and HNG-X or any other system provided by
or on behalf of Fujitsu Services to Post Office.

The Parties agree that to the extent Fujitsu Services’ costs for the Court Case Support
Services are not recovered via the Charges relating to the Security Management Service
(for example where additional resource is required), Fujitsu Services shall be entitled to
charge (and Post Office shall pay) additional reasonable and demonstrable costs
provided Fujitsu Services can evidence such costs to Post Office’s reasonable
satisfaction and wherever possible agree them in advance with Post Office.

For the avoidance of doubt, the Parties agree the provision of the Court Case Support
Services may continue after expiry or termination of this Agreement. For the avoidance
of doubt, where assistance is requested by the Post Office and/or Next Supplier of Fujitsu
Services then such assistance shall continue to be chargeable after expiry/termination of
the Agreement.

In addition to its obligations under clauses 25.8 and 25.9, Fujitsu Services may make
suggestions and recommendations to Post Office and request other involvement which
Post Office may (acting reasonably) permit in relation to any claim’ proceedings
associated with the Horizon Application and/or HNG-X Application relating to a time when
Fujitsu Services was supporting and/or providing Services associated with said
application. Where Fujitsu Services elects to do this itself, such involvement shall be at
no additional charge to the Post Office.

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26.

26.1

26.2

26.3

26.4

26.5

26.6

27.

27.1

PART E: OWNERSHIP OF ASSETS AND INTELLECTUAL PROPERTY RIGHTS

Ownership of Assets
Infrastructure

26.1.1 Subject to Clause 26.1.2, 26.2 and 48.1, ownership of the Infrastructure shall vest
in Fujitsu Services, save to the extent the Parties agree otherwise in writing.

26.1.2 Clause removed by CCN1616b.

Branch Hardware

Unless the Parties agree otherwise, ownership of Branch Hardware shall vest in the Party
that procures that hardware until such time as that hardware has been installed at the
Branch and accepted by Fujitsu Services as part of the Infrastructure at which time such
title shall transfer to Fujitsu Services. With effect from 1% April 2015 title to Branch

Hardware previously owned by Fujitsu Services shall transfer to the Post Office on the
date(s) stipulated in the Asset Transfer Agreement.

Clause removed by CCN1610

26.3.1 Not Used

26.3.2 Not Used

Clause removed by CCN1616b

Clause removed by CCN1616b

Post Office Data

Fujitsu Services acknowledges that the Post Office Data is the property of Post Office and
Post Office hereby reserves all Intellectual Property Rights which may subsist in the Post
Office Data.

No Lien

Neither Fujitsu Services nor any sub-contractor, nor any other person, shall have a lien
on any item owned by or leased to Post Office for any sum due to Fujitsu Services, sub-
contractor or other person, and Fujitsu Services shall take all reasonable steps to
ensure that the title of Post Office and the exclusion of any such lien are brought to the
notice of all sub-contractors and other persons dealing with such items.

Intellectual Property Rights

The ownership and, where applicable, licensing of the following Intellectual Property
Rights and the Intellectual Property Rights in the following categories of documentation,

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software or other things are set out in Clauses 28 (IPRs owned by Fujitsu Services), 29
(IPRs owned by Post Office), 30 (IPRs licensed by Fujitsu Services or a third party to Post
Office) and 31 (IPRs licensed by Post Office or a third party to Fujitsu Services):

27.1.1 Listed Documentation;

27.1.2 Fujitsu Services Software;

27.1.3. Specially Written Software;

27.1.4 Specially Written Documentation;

27.1.5 Developed Documentation;

27.1.6 Horizon Design Documentation;

27.1.7 Horizon Materials;

27.1.8 Internal Code;

27.1.9 Horizon Third Party Software;

27.1.10 Third Party Items;

27.1.11 Post Office Foreground IPR;

27.1.12 Licensed IPR;

27.1.13 Fujitsu Background IPR;

27.1.14 Post Office Background Materials; and

27.1.15 Deposited Software.

General

27.2 Except as explicitly stated herein, nothing in this Agreement shall transfer ownership of
or grant licences (including rights under patents) of any pre-existing or independently
developed Intellectual Property Rights of either Party.

27.3. Where Post Office Foreground IPR or Licensed IPR subsists in software within Fujitsu
Services or its Sub-contractors’ possession or control, Fujitsu Services shall, at the
request of Post Office, provide Post Office with one up-to-date copy (and other copies as
may reasonably be requested) of that software (in both Source Code and object code

formats) and all related engineering, design and test data, configuration files and
programming notes.

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27.5

276

27.7

28.

28.1

In the event that Fujitsu Services, a member of the Fujitsu Services Group or its HNG-X
Sub-contractor, transfers or assigns any Licensed IPR or Fujitsu Background IPR used
for the purposes of performing the Services to any third party, Fujitsu Services shall
ensure that such assignment or transfer is subject to the licences granted hereunder and
shall notify Post Office of such transfer or assignment as soon as reasonably practicable.

Each Party undertakes (at no additional charge) to do all such things and execute all such
documents as may be reasonably required to give full effect to any assignment or licence
made or granted hereunder of, in the case of Fujitsu Services, Post Office Foreground
IPR, Licensed IPR or Fujitsu Background IPR and, in the case of Post Office, Intellectual
Property Rights in Post Office Background Materials.

Fujitsu Services warrants and represents that:

27.6.1 Fujitsu Services has full capacity and authority to grant the licences granted by it
under Clauses 30, 48.8, 48.9 and 48.10; and

27.6.2 Post Office's use of the Infrastructure, Horizon Applications, the Business
Capabilities and Support Facilities, and the receipt of the Services in accordance
with the provisions of this Agreement shall not infringe any Intellectual Property
Rights of any third party (other than any infringement that is subject to any
indemnity given by Post Office pursuant to Clause 34.3). For the avoidance of
doubt, this shall not apply to the Post Office's receipt of Microsoft Azure Services
to the extent such services are provided by Microsoft to Post Office pursuant to
the Customer Agreement; and

Post Office warrants and represents that Post Office has full capacity and authority to
grant the licences granted by it under Clause 31.

Intellectual Property Rights owned by Fujitsu Services

Subject to express agreement to the contrary in any Work Order or CCN and subject also
to the licences contained in this Agreement:

28.1.1 the Intellectual Property Rights in Fujitsu Developed Documentation, Fujitsu
Services Software, Internal Design Documentation, Listed Documentation and
Internal Code;

28.1.2 the Intellectual Property Rights in all other Horizon Materials (other than Specially
Written Software, Specially Written Documentation and Post Office Developed
Documentation);

28.1.3 Fujitsu Background IPR; and

28.1.4 Licensed IPR,

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29.

29.2

29.3

29.4

shall, as between Post Office and Fujitsu Services, be vested on creation in Fujitsu
Services, Fujitsu Services' licensors, HNG-X Sub-contractors or a member of the Fujitsu
Services Group.

Intellectual Property Rights owned by Post Office

Subject to express agreement to the contrary in any Work Order or CCN and subject also
to the licences contained in this Agreement the Intellectual Property Rights in:

29.1.1 Post Office Developed Documentation;
29.1.2 Specially Written Software; and
29.1.3. Specially Written Documentation,

shall be vested in Post Office upon acceptance of the Post Office Developed
Documentation, Specially Written Software or Specially Written Documentation (as
applicable).

Fujitsu Services hereby:
29.2.1 assigns all future copyright and database rights subsisting in; and

29.2.2 agrees to assign (and, in relation to any Post Office Developed Documentation,
Specially Written Software or Specially Written Documentation created by
another member of the Fujitsu Services Group or Sub-contractor, procure the
assignment of) all other Intellectual Property Rights subsisting in,

Post Office Developed Documentation, Specially Written Software and Specially Written
Documentation absolutely to Post Office for the full term during which the rights in such
Intellectual Property Rights and any renewals and extensions shall subsist.

Any Intellectual Property Rights created by a Fujitsu Services SIP Team Member, solely
or jointly with any other person in relation to the business or activities of Post Office or
any member of the Royal Mail Group arising out of or in connection with, and during, their
engagement as a member of the SIP Team and in the course of fulfilling their agreed role
within the SIP, shall become the sole property of Post Office (or a member of the Royal
Mail Group, as applicable) and Fujitsu Services shall procure that the Fujitsu Services
SIP Team Member agrees that he has no right to compensation in respect of such
Intellectual Property Rights. Fujitsu Services shall procure that the Fujitsu Services SIP
Team Member shall execute all such documents and do all such things reasonably
required to enable Post Office or any member of the Royal Mail Group (as the case may
be) to obtain registration or other protection in respect of such Intellectual Property Rights
or (if necessary) to vest ownership of such Intellectual Property Rights in Post Office or
any member of the Royal Mail Group.

All Intellectual Property Rights created by Fujitsu Services, any member of the Fujitsu
Services Group or any HNG-X Sub-contractor (or, in relation to any work referred to in

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29.5

29.6

29.7

Clause 29.4.2, any Sub-contractor of Fujitsu Services who carries out that work) in
relation to:

29.4.1 all applications and other software developed for Project HNG-X to fulfil the
Functional Requirements, System Capacity and Performance Requirements,
User Interface Requirements, Training Requirements, Design and Architecture
Requirements and Security Requirements (each as referred to in paragraph 4.1
of Schedule B6.1 as such may be developed or modified from time to time),
together with the databases and any background documents and materials
associated with or relating to such applications and software and, in each case,
all subsequent developments and modifications thereto during the term of this
Agreement;

29.4.2 all software, together with any databases, background documents and materials
associated with or relating to such software (in each case, including all
subsequent developments and modifications thereto), which are created to meet
agreed requirements or specifications under a Work Order or CCN entered into
after the Project HNG-X Commencement Date; and

29.4.3 such other software, documents or materials developed for Project HNG-X or any
other work as the Parties may agree in writing from time to time.

(together, "Post Office Foreground IPR") shall vest in Post Office.
Fujitsu Services hereby:

29.5.1 assigns all future copyright and database rights comprised in the Post Office
Foreground IPR; and

29.5.2 agrees to assign (and, in relation to any Post Office Foreground IPR created by
another member of the Fujitsu Services Group or an HNG-X Sub-contractor,
procure the assignment of) all other Post Office Foreground IPR,

absolutely to Post Office for the full term during which the rights and any renewals or
extensions shall subsist.

Fujitsu Services shall procure that its employees, sub-contractors and sub-contractors’
employees shall waive absolutely and irrevocably in favour of Post Office their moral
rights in Post Office Developed Documentation, Specially Written Software, Specially
Written Documentation and/or Post Office Foreground IPR granted under the Copyright
Designs and Patents Act 1988 or equivalent or analogous rights under laws of other
jurisdictions in relation to such property.

Without prejudice to Clause 26.6 and the generality of Clause 27.2, Fujitsu Services
acknowledges and agrees that Post Office or its licensors shall own all Intellectual
Property Rights in Post Office Background Materials.

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30.

30.2

Licences granted by Fujitsu Services or a Third Party to Post Office

In consideration of the payment of the relevant Charges, Fujitsu Services hereby grants
to Post Office or shall procure that Post Office is granted in respect of each category of
IPR, documentation and software listed in Table 1 in Clause 30.3 a licence which has the
characteristics, affords the rights and is subject to the restrictions designated with ticks in
Table 1 in respect of that category (as such may be supplemented by the rights set out in
Clauses 30.14 and 30.18). In addition, Clauses 48.7 to 48.13 shall apply in the event that
a Terminable Service is terminated pursuant to Clause 47.10.1 or 47.10.2 or this
Agreement expires or is terminated as provided herein (other than by Fujitsu Services
pursuant to Clause 47.4).

For the purposes of Table 1:

30.2.1

30.2.2

30.2.3

30.2.4

30.2.5

30.2.6

“terminable by FS" means Fujitsu Services may at any time, notwithstanding any
provision herein describing the licence as irrevocable, by notice in writing
terminate the licence in question if Post Office is in Default of such licence and
Post Office shall fail to remedy such Default within 30 days of written notice to
Post Office specifying the Default and requiring its remedy, provided that if the
Default in question is caused by an Agent, such licence shall only be terminated
in relation to Use by such Agent. Upon termination of the relevant licence to Post
Office, Post Office shall cease to use the software or document which is the
subject matter of such licence and shall either return or destroy all copies of such
software and documentation, as directed by Fujitsu Services;

"FS Limitation One" means the rights granted under the licence in question may
be exercised solely for the purposes of receiving the Services;

"FS Limitation Two" means the right to use granted under the licence in question
may be exercised solely in connection with the Hardware of which the software

forms an integral part;

"FS Limitation Three" means the licence in question shall be granted or procured
by Fujitsu Services solely to the extent necessary for Post Office to receive:

(a) the HNG-X Services over the HNG-X Service Infrastructure; or
(b) the benefit of its other rights under this Agreement;

“during the term" means the licence in question is granted during the term of this
Agreement only;

"Third Party Use" means:

(a) in the case of Internal Code, Fujitsu Services shall use all reasonable
endeavours to enable a third party engaged by Post Office to use, and

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(b) in the case of Fujitsu Services Software, Post Office shall be entitled to
engage a third party to Use,

the software or documentation which is the subject of the licence, subject to and
in accordance with this Agreement on behalf of Post Office provided that such
third party shall have entered into an appropriate Agreed Form NDA;

30.2.7 "Archival Copies" means Post Office shall be entitled to copy the software which
is the subject of the licence in order to create as many archival or back-up copies
of the same as are necessary. When copying such software, Post Office shall
include the original machine readable copyright notice, and a label affixed to the
media identifying the software and stating: "This medium contains an authorised
copy of copyrighted software which is the property of [Fujitsu Services] [the Third
Party Software Owner]";

30.2.8 "Transferable" means the licence in question shall be fully transferable and fully
sub-licensable; and

30.2.9 "Any Purpose" means the licence in question is for any purpose whatsoever.

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30.3 Table 1: Licences Granted by Fujitsu Services to Post Office

IPR, software or document Licence characteristics, rights and restrictions
category
$
o ° 4
n =
3 xe 5 = e 2I 3
$s 2 S i s Sai alo I os
g16I/ 8 5) 26) eis -Ie)E I 818) el eI 81s
Ble si Sree ei see) 21S) fe Bre see
Bele  Elel ele 21 31 8s So a2 et 2 =
lol e!El si $16) §Is)S1e1€ =I 8) @I 2
2}3I 5] 8) 3) 28)/ 5) 2)/e\/eI/eI/eI/2)/2I/@2/Fl el ele
Listed Documentation v viv v viv viyy v
Fujitsu Services Software v v v v v v v v
Fujitsu Developed v v v v v
Documentation
Internal Code v viv v viv v viv
Licensed IPR v v viyy v viv
Fujitsu Background IPR vjyv v v\qbyv v
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30.4 ‘If and to the extent that any Fujitsu Services Software, Listed Documentation or Fujitsu

30.5

30.6

Developed Documentation necessary for Post Office to receive the HNG-X Services over
the HNG-X Service Infrastructure is included in the licence granted to Post Office
pursuant to this Clause 30 of Fujitsu Background IPR, then no other licence under this
Clause 30 in respect of that Fujitsu Services Software, Listed Documentation or Fujitsu
Developed Documentation shall apply for Post Office to receive the HNG-X Services over
the HNG-X Service Infrastructure.

IPR owned by Third Parties

Post Office acknowledges and agrees that all Intellectual Property Rights in Horizon Third
Party Software and Third Party Items (excluding Intellectual Property Rights in Third Party
Items required to be assigned to Post Office pursuant to Clause 29) shall remain vested
in the relevant third party proprietor of those rights.

In consideration of the payment of the relevant Charges:

30.6.1 subject to Clauses 30.11 and 30.12, Fujitsu Services hereby grants or shall grant,
as the case may be, to Post Office a perpetual (subject to Clause 30.6.3), royalty-
free, irrevocable and non-exclusive sub-licence:

(a) to Use Horizon Third Party Software and HNG-X Third Party Software;
and

(b) to use Third Party Items (other than HNG-X Third Party Software);

in each case where Fujitsu Services has procured the rights to grant such sub-
licences; or

30.6.2 subject to Clause 30.11, if Fujitsu Services is unable to procure the right to grant
the sub-licence referred to in Clause 30.6.1, having used all reasonable
endeavours to procure such right, Fujitsu Services shall procure that the relevant
third party grants to Post Office a royalty-free and non-exclusive licence:

(a) to Use Horizon Third Party Software and HNG-X Third Party Software;
and

(b) to use Third Party Items (other than HNG-X Third Party Software),

and shall use all reasonable endeavours to ensure that such licence is perpetual
(subject to Clause 30.6.3) and irrevocable.

30.6.3 Each of the sub-licences and/or licences granted or procured pursuant to this
Clause 30.6 in respect of Horizon Third Party Software shall terminate upon the
later of:

(a) the occurrence of Trigger Point T6 (Counter Application Rollout
Complete); and

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30.7

30.8

30.9

30.10

(b) the date when the Horizon Third Party Software is no longer used in the
provision or receipt of the Existing Services in accordance with this
Agreement or, in the case only of “Windows NT Workstation” (identified
as Horizon Third Party Software in Schedule B4.1), the date when that
software is no longer used in the provision or receipt of the HNG-X
Services in accordance with this Agreement.

Each of Post Office's sub-licences and licences under Clauses 30.6.1 and 30.6.2
respectively shall be subject to any additional terms and conditions imposed by the
licensor, provided that any terms of any such sub-licence or licence shall not detract from
the rights granted to Post Office hereunder. Without prejudice to the generality of the
foregoing, Post Office accepts the licence terms relating to the Escher Upgrade Software
set out in Schedule B4.1 and that such terms satisfy the requirements of this Clause 30.7.

Fujitsu Services shall use all reasonable endeavours to enable a third party engaged by
Post Office to use Horizon Third Party Software subject to and in accordance with this
Agreement on behalf of Post Office provided that such third party shall have entered into
an appropriate Agreed Form NDA.

Post Office shall be entitled to copy Horizon Third Party Software and HNG-X Third Party
Software in order to create as many archival or back-up copies of the same as are
necessary. When copying such software, Post Office shall include the original machine
readable copyright notice, and a label affixed to the media identifying the software and
stating: "This medium contains an authorised copy of copyrighted software which is the
property of [the Third Party Software Owner]."

In respect of any Non-standard Third Party Material to be (i) included in or used as part
of the HNG-X Service Infrastructure or the Business Capabilities and Support Facilities,
or (ii) used to provide or receive the HNG-X Services over the HNG-X Service
Infrastructure, Fujitsu Services shall procure such rights for Post Office to use those
materials as are set out in Clause 48.8, such rights only to be granted in accordance with
the provisions of Clause 48.8 (in each case as if references to Fujitsu Background IPR
were to the IPR in the Non-standard Third Party Material). Without prejudice to Post
Office’s rights and remedies under this Agreement, in the event that Fujitsu Services
cannot procure such rights, it shall not procure the development or make use of that Non-
standard Third Party Material in connection with this Agreement without the prior written
consent of Post Office and shall, at Post Office’s request and at no additional charge to
Post Office:

30.10.1 provide Post Office with such information as it may reasonably request in order
to understand and assess the reasons for, and the benefits of, the use of that
Non-standard Third Party Material (including, without limitation, identifying any
alternative software or materials which possess substantially equivalent
functionality, performance and interoperability to that of the Non-standard Third
Party Material and in relation to which the above rights can be obtained with
minimum additional costs or restrictions); and

30.10.2 either jointly approach the third party supplier with Post Office or provide
reasonable assistance to Post Office in its negotiations with such third party, in
each case with a view to obtaining the above rights.

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30.11 Post Office acknowledges and agrees that Fujitsu Services may be unable and, if so,

30.12

30.13

30.14

shall not be obliged to fulfil its obligations pursuant to Clauses 30.6.1, 30.6.2 or 30.17 (as
the case may be) in respect of an item of Horizon Third Party Software or a Third Party
Item in the event that an act or omission of Post Office gives rise to a right for the
proprietor of the relevant item of Horizon Third Party Software or Third Party Item to:

30.11.1 terminate its licence to Fujitsu Services of the relevant item of Horizon Third Party
Software or Third Party Item;

30.11.2 terminate its licence to Post Office of the relevant Horizon Third Party Software
or Third Party Item; or

30.11.3 require Fujitsu Services to terminate its sub-licence to Post Office of the relevant
Horizon Third Party Software or Third Party Item.

In the event that Post Office is in breach of a sub-licence of an item of Horizon Third Party
Software or a Third Party Item granted pursuant to Clause 30.6.1 and Fujitsu Services
reasonably believes that Post Office’s breach will result in the termination of Fujitsu
Services’ right to use such Third Party Item:

30.12.1 Fujitsu Services shall give Post Office notice in writing specifying the breach and
requiring Post Office to remedy that breach within 30 days of receipt of such
notice; and

30.12.2 if Post Office fails to remedy the breach within 30 days of receipt of such notice,
Fujitsu Services may by notice in writing terminate the relevant sub-licence.

In the event that a sub-licence is terminated pursuant to Clauses 30.11 or 30.12.2, Fujitsu
Services shall not be liable for any failure or delay in providing any Service to the extent
that the failure or delay is caused by the cessation of Post Office’s right to use the material
or thing the subject of that sub-licence, provided that Fujitsu Services has used its
reasonable endeavours to continue providing the affected Service or Services to the
extent possible and to mitigate the impact of the failure or delay. Fujitsu Services shall
provide such assistance as Post Office may reasonably require in order for Post Office to
assess, and procure the necessary rights to use, suitable replacement materials to those
the subject of the terminated licence.

Subject to any necessary consents (which Fujitsu Services shall use all reasonable
endeavours to obtain) in relation to Horizon Third Party Software, HNG-X Third Party
Software or other materials or things in which the Intellectual Property Rights are owned
by a third party, any licence or sub-licence granted by Fujitsu Services to Post Office
hereunder:

30.14.1 shall be transferable in accordance with the provisions of Clause 58.3; and

30.14.2 is hereby granted to and are fully exercisable by members of the Royal Mail
Group, End Users and, in respect of HNG-X Third Party Software only, individuals
under contract to the Post Office fulfilling a role ordinarily performed by
employees of the Post Office.

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30.15 Use of Internal Design Documentation and Specially Commissioned Design

Documentation

30.15.1 Subject to Clause 30.15.2, Post Office and a third party engaged by Post Office including

but not limited to any bona fide potential Next Suppliers (in particular during any tender,
due diligence or implementation process) where reasonably required (i) to comply with
the Public Contracts Regulations 2006 (in particular without limitation Regulation 4(3))
and (ii) by Post Office for a Design Purpose, shall be entitled to have access to and use
Horizon Design Documentation.

30.15.2 Post Office agrees:

(a) that (irrespective of ownership of the Intellectual Property Rights in Developed
Documentation) it will not use or permit to be used any Horizon Design
Documentation for any purpose other than a Design Purpose;

(b) not to disclose Horizon Design Documentation to any third party save where such
disclosure is required for a Design Purpose and the third party to whom it is
disclosed has (1) entered into such confidentiality commitments as Fujitsu
Services may reasonably request (written confirmation of which shall be provided
by Post Office to Fujitsu Services prior to release of such documentation), and (2)
delivered a written undertaking to Fujitsu Services that it will use such Horizon
Design Documentation solely for the Design Purposes; and

(c) access to and use of any Horizon Design Documentation in accordance with this
Clause 30.15.2 shall not serve to transfer any Intellectual Property Rights in the
documentation or information contained therein to the Post Office or any third

party.

30.15.3For the purposes of determining ownership of, and any licences granted in respect of,

Intellectual Property Rights in any Specially Commissioned Design Documentation, such
documentation shall be deemed to fall within the definition of Developed Documentation
or Specially Written Documentation, whichever is applicable. Licences granted by Fujitsu
Services under Clause 30.1 in respect such Specially Commissioned Design
Documentation that is deemed to be Fujitsu Developed Documentation shall be subject
to the additional restrictions imposed by Clause 30.15.2.

Deposited Software

30.16

30.17

Fujitsu Services shall place the Source Code of the Deposited Software in escrow with a
reputable escrow company agreed upon by the Parties (if the Parties are unable to agree
then the escrow company shall be NCC), on the basis of the appropriate standard
agreement or on such other terms as Post Office, Fujitsu Services, the third party licensor
(if applicable) and the escrow company shall agree (each such agreement, a "Source
Code Escrow Agreement") such terms, unless the parties agree and record otherwise in
their Source Code Escrow Agreement, to be consistent with Post Office’s rights under
Clauses 48.7 to 48.13.

Without prejudice to the generality of Clauses 48.7 to 48.13, Fujitsu Services hereby
grants to Post Office a perpetual, royalty-free and non-exclusive licence (which shall

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30.18

(subject to Clause 30.11) be irrevocable) to Use, reproduce, modify, adapt and enhance
(and to authorise a third party to Use, reproduce, modify, adapt and enhance) the Source
Code version of the Deposited Software. However, the foregoing licence shall only
become effective if Post Office becomes entitled to obtain access to the Source Code
version of the Deposited Software pursuant to the Source Code Escrow Agreement
referred to in Clause 30.16 and the licence shall be subject to any restrictions contained
herein in respect of the object code version of the Deposited Software.

Miscellaneous Licence Provisions

30.18.1 On the sale or transfer of an item of Hardware of which Internal Code is an integral part,

the licence to use such Internal Code in combination with the said item of Hardware shall
pass to the purchaser or other transferee of the said item of Hardware. Post Office shall
take all reasonable steps to ensure that the purchaser or transferee of the said item of
Hardware agrees to comply with the licence to use the Internal Code that was previously
enjoyed by Post Office.

30.18.2 The licence to use Listed Documentation granted under this Clause 30 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 61 or any other obligations
of confidentiality which have been accepted by Post Office.

30.18.3 Notwithstanding and without prejudice to 30.11 above and any other relevant provisions

of this Clause 30, in relation to the use of Third Party Items by Accenture as the Next
Supplier of the POLSAP Applications Support Services (which were terminated by
CCN1609d Post Office and Fujitsu Services hereby agree that in consideration of the
payments by Post Office outlined in CCN1609d Fujitsu Services shall enable Post Office
and Accenture as the Next Supplier to continue to be sub-licensed to use until 31 March
2017 the Third Party Item known as Data Archiving for SAP Solutions (as listed in
Schedule G Annex A) after the termination of the POLSAP Applications Support Services
on 4" October at 11.59 pm, as if Fujitsu Services were continuing to supply those services.
Further Post Office will in consideration of the continuity of such usage rights procure
that Accenture complies with the provisions of the Open Text licence until 23:59 on 31°
March 2017 when the Fujitsu Services /OpenText sub-contract will terminate, unless
otherwise agreed in writing between the Parties, and Post Office acknowledges and
accepts that Fujitsu Services will continue to benefit from and/or enforce the waiver, rights
and/or relief contained in Clauses 30.11, 30.12, and 30.13 as if Fujitsu Services were
continuing to supply the POLSAP Applications Support Services on and after the 5"
October 2016.

30.19 Licenses granted by Fujitsu Services
This Clause 30.19 has been agreed by both Parties on the basis that this Agreement has
been extended such that it expires on 31st March 2023. In the event that the term of this
Agreement is shortened following a declaration of ineffectiveness pursuant to Regulation
98(2) of the Public Contracts Regulations 2015 SI 2015/102, then this Clause 30.19 shall
lapse and have no effect.

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Upon expiry or termination of this Agreement for whatever reason (including but not
limited to Post Office terminating this Agreement for cause under Clause 47.1) the
following provisions shall apply:

30.19.1 Subject to Clause 30.19.4, upon expiry of this Agreement (on 31st March 2023) Post
Office shall pay to Fujitsu £10,000,000 in accordance with Clause 30.19.5. Both Parties
agree that if this Agreement is extended beyond 31st March 2023 that the fee payable on
expiry of this Agreement shall be reduced based on the length of the extended term by
reference to the equivalent time to value calculations used to calculate the Termination
Licence Fee (in Clause 30.19.3) below.

30.19.2In the event that either Party terminates this Agreement, then Post Office shall pay to
Fujitsu Services the sum calculated in accordance with Clause 30.19.3 (the “Termination
Licence Fee”) in accordance with Clause 30.19.5. For the avoidance of doubt, where
Post Office terminates the Agreement and pays to Fujitsu Services the fee pursuant to
this Clause 30.19.2, it shall not be required to make any further payment referred to in
Clause 30.19 .1 or 30.19.4.

30.19.3 Where Post Office terminates this Agreement, the obligation to pay the Termination
Licence Fee will not arise until after the actual termination of this Agreement (the
“Agreement Termination Date”), unless Post Office at any time after serving notice to
terminate this Agreement gives notice to Fujitsu Services requiring Fujitsu Services to
provide earlier access to the Horizon Software IPR and Horizon IPR Materials (i.e. prior
to the termination date of this Agreement). Where Post Office gives notice requiring such
earlier access, Fujitsu Services shall provide such access in accordance with the
provisions of this Agreement, provided that:

(a) Fujitsu Services shall not be obliged to provide such access earlier than a date
that is 12 months prior the date of termination of this Agreement; and

(b) the fee that would otherwise be payable by Post Office on termination of this
Agreement will be modified in these circumstances to reflect the date when Post
Office requires access to the Horizon IPR Materials (the “Termination Early
Release Date’).

The Termination Licence Fee payable pursuant to Clause 30.19.2 is calculated using the
table below:

Agreement_Termination Date or (where I Termination Licence Fee
applicable) Termination Early Release Date
(whichever is the earlier)

Up to and including 31: March 2018 £25,000,000
From 1° April 2018 to 31S! March 2019 £22,500,000
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From 12! April 2019 to 318! March 2020 £20,000,000
From 1%! April 2020 to 318! March 2021 £17,500,000
From 1%! April 2021 to 318! March 2022 £15,000,000
From 12! April 2022 to 30" March 2023 £12,500,000

30.19.4 Without prejudice to Clause 30.19.2, in the event that Post Office requires earlier access

to the Horizon Software IPR and Horizon IPR Materials (i.e. prior to expiry of this
Agreement) as part of the re-procurement of the Services similar to the services provided
under this Agreement, Post Office may give notice to Fujitsu Services requiring access
up to one year prior to the expiry date of this Agreement provided that:

(a) Post Office shall only require such access to the Horizon Software IPR and
Horizon IPR Materials after down selection of the replacement contract to the
Next Supplier;

(b) the fee that would otherwise be payable by Post Office under Clause 30.19.1 to
Fujitsu Services shall in these circumstances be increased to £12,500,000 to
reflect the early access; and

(c) Post Office pays Fujitsu Services the amount payable under Clause 30.19.4.(b)
in accordance with Clause 30.19.5.

Where the conditions described above in this Clause 30.19.4 are met, Fujitsu Services
shall provide such access in accordance with the provisions of this Agreement.

For the avoidance of doubt, where Post Office pays to Fujitsu Services the fee pursuant
to this Clause 30.19.4, it shall not be required to make any additional payment referred to
in Clause 30.19.1 or 30.19.2

30.19.5 Post Office shall pay the sum due to Fujitsu Services pursuant to Clause 30.19.1, 30.19.2

or 30.19.4 (as applicable) within 30 days following receipt by Post Office of an invoice
that shall be issued by Fujitsu Services no later than 10 working days following receipt of
a valid purchase order by Fujitsu Services and subject to paragraph 10 of Schedule D2.
All sums referred to above are exclusive of any applicable VAT, which where applicable
shall be payable by Post Office in addition to any sum in respect of which it is calculated.

30.19.5.1 In consideration of the payment by Post Office of the Expiry Licence Fee or
Termination Licence Fee (as applicable), Fujitsu Services hereby grants to Post
Office (such licence being effective from and including the Licence Date) a non-
exclusive, perpetual, irrevocable, fully paid-up, worldwide licence under the
Horizon Software IPR, for the purpose of using, copying, modifying, adapting,
advancing and developing the Horizon Software, in both object code and source
code formats (and doing all other acts that would otherwise amount to an
infringement of the Horizon Software IPR). Post Office shall be entitled to use,

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support, maintain, enhance, modify and develop the Horizon Software for Post
Office’s and Post Office's Affiliates’ business purposes only (which shall include,
for the avoidance of doubt but without limitation, the use of the Horizon Software
by or on behalf of British Forces Post Office and use of the Horizon Software by
or behalf of Post Office’s franchisees and agents) (the “Specified Purpose”),
provided always that, for the avoidance of doubt, Post Office and the Post Office
Affiliates shall not otherwise under any circumstances sell or transfer the
Horizon Software to third parties (other than to Post Office Affiliates) or
otherwise market or commercially exploit the Horizon Software by permitting
third parties (other than to Post Office Affiliates) to use the Horizon Software for
their own business purposes.

30.19.5.2 Post Office shall be entitled to sub-license its rights in and to the Horizon
Software through multiple tiers of sub-licensee without the prior written consent
of Fujitsu Services, provided that:

(a) the sub-licensees shall only be entitled to use the Horizon Software for
the Specified Purpose (including the provision of services to Post Office
and Post Office's Affiliates);

(b) the provisions of the agreement under which Post Office sub-licenses its
rights:

i. are consistent with the provisions of this Clause 30.19;

ii. contain restrictions equivalent to those set out in this Clause
30.19 in relation to the use of the Horizon Software;

iii. without prejudice to any liability Fujitsu Services may have to
Post Office pursuant to this Clause 30.19 or as otherwise under
this Agreement or at law, ensure that Fujitsu Services shall have
no liability whatsoever to any sub-licensee save for that which
cannot be excluded by law; and

iv. contain termination provisions allowing Post Office to terminate
such agreement in the event the sub-licensee commits a material
breach of the agreement by allowing any third party (other than
Post Office or its Affiliates) to use the Horizon Software other than
for the Specified Purpose, and fails to remedy such breach within
a period of 30 days after being notified in writing to do so by Post
Office.

(c) Save as provided in Clause 30.19.5.2. Post Office shall not sub-license
its rights under this Agreement without the prior written consent of Fujitsu
Services.

(d) Except as expressly set out in this Clause 30.19.5.2, and without

prejudice to its right to sub-license, Post Office shall remain responsible
for all acts and omissions of all sub-licensees in relation to their use of

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the Horizon Software as if such acts and/or omissions were Post Office’s
own.

(e) Post Office shall notify Fujitsu Services annually of the execution of any
such agreements under which Post Office sub-licences its rights under
the Horizon Software IPR, or otherwise on the request of Fujitsu Services
(acting reasonably).

30.19.6 Upon thirty (30) days' prior written notice from Fujitsu Services, Post Office shall permit
an independent certified or chartered public accounting firm (“Accounting Firm’) of
nationally recognised standing selected by Fujitsu Services and acceptable to Post Office
(acting reasonably), to examine, at Fujitsu Services’ expense, the relevant books and
records of Post Office as may be reasonably necessary to audit Post Office’s use of the
Horizon Software to ensure it is being used only for the Specified Purpose. An
examination by Fujitsu Services under this Clause shall occur not more than once in any
calendar year (except where Fujitsu Services has reasonable grounds to suspect that
Post Office is not complying with the provisions of this Agreement of which grounds it
provides evidence to Post Office’s satisfaction (acting reasonably), in which case it may
carry out an audit at any time) and shall be limited to the pertinent books and records for
calendar years ending not more than thirty-six (36) months before the date of the request.
The Accounting Firm shall be provided access to such books and records at such
facility(ies) where such books and records are normally kept and such examination shall
be conducted during normal business hours for such facility(ies). The Accounting Firm
may be required to sign a standard non-disclosure agreement before providing the
Accounting Firm access to such facilities or records. Upon completion of the audit, the
Accounting Firm shall provide both Fujitsu Services and Post Office with a written report
disclosing whether Post Office’s use of the Horizon Software is only for the Specified
Purpose, and, in each case, the specific details concerning any discrepancies. No other
information shall be provided to Fujitsu Services.

30.19.7 Fujitsu Services shall deliver to Post Office, on a date or dates agreed between the
Parties, but in any event (unless agreed otherwise by Post Office) within 30 Working Days
following receipt of payment of the Expiry Licence Fee or Termination Licence Fee (as
applicable) an electronic copy of:

(a) the Horizon Software in use in the delivery of services to Post Office pursuant to
this Agreement (in object and source code formats);

(b) all legacy versions of the Horizon Software (in object and source code formats),
to the extent such versions are in the possession or control of Fujitsu Services or
its Affiliates (Post Office acknowledges that such legacy versions may not have
been maintained by Fujitsu Services); and

(c) any documents or other materials relating to the Horizon Software, which are
necessary to enable Post Office to use (and make such other use as is permitted

under this Agreement of) the Horizon Software and which are in existence at the
date of the expiry or termination of this Agreement,

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(together, the “Horizon IPR Materials”).

30.19.8 Fujitsu Services represents and warrants on a continuing basis throughout the term of
this Agreement that:

30.19.8.1 the Horizon Software, taken together with the Fujitsu Support Applications, the
Specified Third Party Software and the software and databases the Intellectual
Property Rights in which are licensed by Post Office to Fujitsu Services pursuant
to this Agreement, comprises all the software and databases used by Fujitsu
Services to provide the HNG-X Applications and to perform the associated
Services in accordance with the terms of this Agreement; and

30.19.8.2 the use by Post Office of the Horizon Software as authorised under this
Agreement, the doing of any other act licensed under this Clause 30.19 and the
granting of any sub-licence of the Horizon Software IPR in accordance with the
terms of this Agreement does not and shall not infringe or otherwise
misappropriate the Intellectual Property Rights or database rights of any third
party.

For the avoidance of doubt all other representations and warranties (other than as set out
in Clause 27.6.1), including as to fitness for purpose and any indication that the
Intellectual Property Rights and/or Horizon Software licensed under this Clause 30.19 will
be sufficient to enable a third party to support the HNG-X Applications and/or to provide
services equivalent to the Services (as such terms are defined in the Agreement), are
expressly excluded by Fujitsu Services.

30.19.9 Fujitsu Services shall indemnify on demand, and keep indemnified, Post Office, its
Affiliates and any sub-licensees from and against all damages, claims, losses, liabilities,
costs and/or expenses (including, without limitation, properly incurred legal expenses and
other advisers’ fees) incurred by Post Office, its Affiliates or any sub-licensees arising out
of and/or in connection with a claim made by a third party alleging that the use of the
Horizon Software, and/or the documents or materials in which the Horizon Software IPR.
subsists as provided by Fujitsu Services under this Agreement, or the doing of any other
act licensed under this Clause 30.19 in accordance with this Agreement, infringes or
otherwise misappropriates the Intellectual Property Rights or database rights of a third
party provided that Post Office promptly upon becoming aware of a claim which might
give rise to any liability on Fujitsu Services to indemnify Post Office under this Clause
30.19.9 Post Office will:

30.19.9.1 give written notice of the claim to Fujitsu Services;

30.19.9.2 allow Fujitsu Services to assume the control and conduct of the defence and
settlement of the claim;

30.19.9.3 at the expense of Fujitsu Services, give such reasonable assistance as may

reasonably be required by Fujitsu Services in the defence, settlement or

compromise of the claim; and

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30.19.9.4 have the right to participate in (but not control) the defence of a claim and to
retain its own counsel in connection with such claim at Post Office's own
expense.

30.19.10 Fujitsu Services shall update Annex 1 of Schedule G and Annex 2 of Schedule G,
detailing the Fujitsu Support Applications and Specified Third Party Software
respectively, upon each major release of the Software.

30.19.11 Notwithstanding any other provision of this Agreement no confidentiality obligation shall
restrict Post Office’s ability to disclose confidential information to the extent necessary
or useful for it to exercise its rights under this this Clause 30.19.

30.19.12 Fujitsu Services shall at the request of Post Office do or procure the doing of all such
further acts and execute or procure the execution (as a deed or otherwise) of all such
documents as may from time to time be necessary in Post Office’s opinion (acting
reasonably) to give full effect to this Clause 30.19 and to vest in Post Office the full
benefit of the rights and benefits to be provided to Post Office under this Clause 30.19.

30.19.13 Fujitsu Services shall, within twelve months following execution of CCN 1600 work with
Post Office to provide reasonable written descriptions of the Fujitsu Support Applications
and the Specified Third Party Software, including by reference to the specific elements
of the Services that they relate to and in such detail to enable Post Office to understand
the purpose of each of the elements of Fujitsu Support Applications and the Specified
Third Party Software it being anticipated by both Parties that this shall comprise not
more than a couple of sentences about each item which defines the spirit of its purpose
(the “Understanding Exercise”). Where requested by Post Office, Fujitsu Services
shall:

30.19.13.1 meet with a reasonably competent IT professional(s) of Post Office and
discuss and document the descriptions of the Fujitsu Support Applications and
the Specified Third Party Software;

30.19.13.2 answer any questions asked by a reasonably competent IT professional(s) of
Post Office (acting reasonably) in relation to the Understanding Exercise and
the outcomes thereof, and

30.19.13.3 make such amendments to the descriptions as reasonably requested by the
reasonably competent IT professional(s) of Post Office, whether following
discussions, answers to questions or otherwise.

Fujitsu Services shall every twelve months provide updated written descriptions that
reflect any updates or changes to the Fujitsu Support Applications and the Specified Third
Party Software (including additions thereto) since the last descriptions were provided to
Post Office and, where requested by Post Office, the process in Clauses 30.19.13.1 to
30.19.13.3 (inclusive) shall be repeated in relation to such updates or changes. Each
Party shall bear its own costs in relation to its obligations under this Clause 30.19.13.

30.19.14 The terms of Schedule H shall apply as set out therein. Notwithstanding
Clause 67.5, In the event of any conflict or inconsistency between the terms
of the Clauses (including this Clause 30) and Schedule H, the provisions of

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31.

31.1

31.2

Schedule H shall take precedence to the extent of such conflict or
inconsistency.

Licences granted by Post Office or a third party to Fujitsu Services

Post Office hereby grants to Fujitsu Services or shall procure that Fujitsu Services is
granted in respect of each category of IPR, documentation and software listed in Table 2
in Clause 31.3 a licence which has the characteristics, affords the rights and is subject to
the restrictions designated in Table 2 with ticks in respect of that category.

For the purposes of Table 2:

31.2.1

31.2.2

31.2.3

31.2.4

31.2.5

31.2.6

31.2.7

“during the term" means the licence in question is granted only during the term of
this Agreement and for the purposes of the provision of the Transfer Services
beyond such term;

"merge", in the case of software, means the right to merge with other computer
programs and, in the case of documents means the right to merge with other
documents;

“PO Limitation One" means the rights granted under the licence in question may
be exercised solely for the purposes of providing the Services and/or HNG-X
Development and/or Associated Change Development;

“Other Purposes” means the rights granted under the licence in question may be
exercised for purposes other than those set out in PO Limitation One, subject to
obtaining the prior written consent of Post Office, such consent not to be
unreasonably withheld or delayed;

“Sub-licensable" means the rights granted under the licence in question include
a right to grant sub-licences to sub-contractors of a member of the Fujitsu
Services Group subject to the relevant member of Fujitsu Services Group
imposing obligations of confidentiality on those sub-contractors similar to those
set out in Clause 61. Where the sub-licence only permits use by the sub-
contractor in question for the purpose of providing, or in connection with the
provision of, the Services and/or HNG-X Development and/or Associated Change
Development, no prior consent of Post Office to the sub-licence shall be required.
In any other case the prior written consent of Post Office, such consent not to be
unreasonably withheld or delayed, shall be required;

“Extends to FSG" means the licence in question is for each member of the Fujitsu
Services Group; and

“Copy/Incorporate" means Fujitsu Services shall be entitled to copy all material
which is the subject of the licence provided any Post Office copyright markings
and security markings are preserved and adhered to and, subject to Clause 56.4,
Fujitsu Services shall be entitled to incorporate parts of such material into a
document subject to the source of the material being acknowledged in the
receiving document.

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Table 2: Licences granted by Post Office or third party to Fujitsu Services

IPR, software or document
category

Licence characteristics, rights and restrictions

during the term

perpetual

irrevocable

royalty free

exclusive

non-exclusive

to use

to operate

to merge

Copy/incorporate

Other Purposes

Specially Written Software

<

<x

<

<M

< I to modify

‘ I PO Limitation One

\ I Sub-licensable

\ I Extends to FSG

Ss

Specially Written
Documentation

<

S

<

NUN

NUN

\ IS I to copy

<

<

<

i

<

Post Office Developed
Documentation

Post Office Foreground IPR

Post Office Background
Materials (other than the
software referred to in
paragraph 1.2 of Schedule
B4.1 and/or paragraph 1.2 of
Schedule C3 and/or the Third
Party Data referred to in the
tables in paragraph 1.3 of
Schedule B4.1 and/or
paragraph 1.3 of Schedule C3)

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31.4 _ Upon the cessation of Fujitsu Services' need to use Post Office Foreground IPR or Post

31.5

31.6

31.7

32.

32.1

32.2

Office Background Material for the purposes of providing the Services (which, in the case
of the Transfer Services, may be after termination or expiry of this Agreement), Fujitsu
Services shall either return or destroy all copies of such material as directed by Post
Office.

Post Office hereby grants to Fujitsu Services a non-exclusive sub-licence or right, as
specified in the tables in paragraph 1.2 of Schedule B4.1 and/or paragraph 1.2 of
Schedule C3, to use the software listed in those tables for the term of this Agreement
solely for the purposes of performing the Services, HNG-X Development, Associated
Change Development, operating the Infrastructure, running the Horizon Applications
and/or providing the Business Capabilities and Support Facilities. Such sub-licence or
right shall in respect of each item of software (other than in respect of the term of such
sub-licence or right which shall be for the term of the Agreement unless agreed otherwise
by the Parties in writing):

31.5.1 be on the terms;
31.5.2 subject to the restrictions; and

31.5.3 include any additional rights (for example, to operate, copy, modify, or merge the
software with other software),

that are specified or referred to in the tables in paragraph 1.2 of Schedule B4.1 and/or
paragraph 1.2 of Schedule C3 as being applicable to that software. References in this
Clause 31.5 to the term of this Agreement shall, in the case of licences granted under this
Clause for the purposes of performing the Transfer Services, include any period after
termination or expiry of this Agreement during which the Transfer Services are provided.

Post Office hereby grants Fujitsu Services the rights, in respect of the Third Party Data,
specified or referred to in the tables in paragraph 1.3 of Schedule B4.1 and/or paragraph
1.3 of Schedule C3, subject to the restrictions specified or referred to in that table.

Post Office shall, on the written request of Fujitsu Services and subject to the Parties
agreeing fair commercial terms (any licence fee being by way of rebate or otherwise),
grant Fujitsu Services a non-exclusive licence to use and modify the documents,
software, materials, items or other things whatsoever in which the Post Office Foreground
IPRs subsist for purposes other than performing the Services, HNG-X Development and
Associated Change Development.

Riposte 32 and WebRiposte Software

Fujitsu Services has deposited a copy of the source code of the Riposte 32 and
WebRiposte Software at Fujitsu Services' offices in Bracknell and shall retain such source
code at those offices for so long as the Riposte 32 and WebRiposte Software are used
by Fujitsu Services in the performance of the HNG-X Services.

Fujitsu Services has provided to Post Office certificates signed by Fujitsu Services’
Managing Director confirming that the source code of the Riposte 32 and WebRiposte
Software has been deposited at Fujitsu Services’ offices in Bracknell as required by

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32.3

33.

33.1

Clause 32.1, and has provided to Post Office a copy of the relevant contractual
documentation confirming Fujitsu Services' right of access to such source code and
confirming that Fujitsu Services has all other rights to such source code necessary for the
performance of its obligations under this Agreement.

Post Office agrees that upon the Riposte 32 and WebRiposte Software becoming
Deposited Software and the relevant source code being deposited with a reputable
escrow company agreed upon by the Parties in accordance with Clause 30.16, Fujitsu
Services shall no longer be obliged to retain a copy of the source code at its offices in
Bracknell and Fujitsu Services and each officer of Fujitsu Services shall be released from
any liability arising from the certificates referred to in Clause 32.2.

Data
Post Office Data

33.1.1 Fujitsu Services shall not delete or remove any copyright notices contained within
or relating to the Post Office Data.

33.1.2 Fujitsu Services shall preserve the integrity of the Post Office Data once Fujitsu
Services has received such Post Office Data, shall prevent any corruption or loss
of such Post Office Data and shall comply with the validation procedures set out
in the applicable CCDs (relating to the Horizon Applications or the Business
Capabilities and Support Facilities) referred to in Schedules B4.2 or B3.2 (as the
case may be) as such procedures may be updated and amended from time to
time (save that where any Post Office Data received by Fujitsu Services is stored,
transmitted or otherwise processed as part of the Superstock Solution, Fujitsu
Services' applicable obligation in respect of that data shall be to use all
reasonable endeavours to preserve the integrity and prevent loss or corruption of
the data and, for the avoidance of doubt, none of the validation procedures set
out in the CCDs (relating to the Horizon Applications or the Business Capabilities
and Support Facilities) referred to in Schedules B4.2 or B3.2 (as the case may
be) shall apply to the Superstock Solution). Fujitsu Services shall not be liable for
any loss or corruption of Post Office Data nor for any failure to perform the
Services if it can prove that such loss or corruption or failure to perform the
Services was caused by Post Office Data which was lost or corrupted before
Fujitsu Services received it, and Fujitsu Services has complied with the validation
tules in relation to such Post Office Data.

33.1.3 In the event that the Post Office Data is altered, corrupted or lost in the course of
performing the Services (in breach of Fujitsu Services’ obligations under
Clause 33.1.2) Post Office shall have the option, in addition to any other remedies
that may be available to it either under this Agreement or otherwise, to elect either
of the following remedies:

(a) Post Office may require Fujitsu Services at its own expense to restore or
procure the restoration of the Post Office Data; or

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(b) Post Office may itself restore or procure restoration of the Post Office Data,
and shall be repaid by Fujitsu Services any reasonable expenses so
incurred.

33.1.4 For the purposes of Clauses 33.1.2 and 33.1.3, the term "Post Office Data” shall
include the data of Post Office's clients.

33.1.5 Post Office Data constitutes Confidential Information, and may not be reproduced
without the prior written consent of Post Office except as necessary to perform
the Services, HNG-X Development or Associated Change Development.

33.1.6 Not Used.

33.1.7 Notwithstanding any other provision in this Agreement to the contrary, Fujitsu
Services shall not be responsible for the accuracy, completeness, validity or
integrity of any data (including, without limitation, any Personal Data) provided by
or on behalf of Post Office for use in the performance and/or operation of the
Superstock Solution or any resulting data inaccuracy, incompleteness, invalidity
or integrity problems.

33.2 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.

33.3 Databases

For the avoidance of doubt, Post Office shall have the right to use the Services, the
Infrastructure to capture, develop and use databases containing information in relation to
its customers. Any assistance provided by Fujitsu Services pursuant to this Clause over
and above the performance of its other obligations hereunder shall be treated as
Development Services and shall be subject to agreement of a Work Order under
Schedules D2 and B1.1.

34. Intellectual Property Rights Indemnities

Fujitsu Services Indemnity

34.1 Subject always to (i) Post Office's proper observance of its obligations as an Indemnified
Party under this Clause 34 and (ii) Clauses 34.14 to 34.17 (inclusive) Fujitsu Services
shall indemnify Post Office against all claims, demands or actions by a third party (other
than any member of the Royal Mail Group) and all costs, expenses (including but not
limited to legal costs and disbursements reasonably incurred on a solicitor and client
basis), losses and damages arising from or incurred by reason of any infringement or
alleged infringement (including but not limited to the defence of such alleged infringement)
in the United Kingdom of any Intellectual Property Right by the proper use or possession
in accordance with this Agreement (i) by or on behalf of Post Office or a member of the
Royal Mail Group, or (ii) in connection with the Services, of:

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34.1A For the avoidance of doubt, Clause 34.1 shall not apply to the Microsoft Azure Services

34.2

34.3

to the extent such services are provided by Microsoft to Post Office under the
Customer Agreement.

34.1.1. the Infrastructure, the Horizon Applications, and the Business Capabilities and
Support Facilities;

34.1.2 the documents, software, materials, items or other things whatsoever in which
Post Office Foreground IPRs or Licensed IPRs subsist;

34.1.3 the Listed Documentation and Horizon Design Documentation; and

34.1.4 the documents, software, materials, items or other things whatsoever supplied by
or on behalf of Fujitsu Services for use by Post Office in receiving the Services,

provided that Fujitsu Services shall not be obliged to indemnify Post Office against any
claim, demand, action, cost, expense, loss or damage to the extent that the indemnity in
Clause 34.3 applies to that claim, demand, action, cost, expense, loss or damage.

Indemnities relating to confidential information

The indemnities set out at Clauses 34.1, 34.3.1 and 34.3.2 shall, subject to all limitations
and conditions set out therein, extend to any unauthorised use of the confidential
information of a third party (other than confidential information of any member of either
the Royal Mail Group or the Fujitsu Services Group and excluding any Confidential
Information of either Party) ("Third Party Confidential Information") and:

34.2.1 references in Clauses 34.1, 34.3.2 and 34.9 to 34.15 (inclusive) to
“infringement” and “Intellectual Property Rights” shall be read as if they were
references to “unauthorised use” and “Third Party Confidential Information”
respectively; and

34.2.2 references in Clause 34.3.1 to “infringement” and "copyright, moral rights,
database rights, design rights or trade marks" shall be read as if they were
references to “unauthorised use” and “Third Party Confidential Information”
respectively,

such indemnities to apply only to the extent that the unauthorised use of the Third Party
Confidential Information occurred after the Project HNG-X Commencement Date.

Post Office Indemnity

Subject always to (i) Fujitsu Services’ proper observance of its obligations as an
Indemnified Party under this Clause 34 and (ii) Clauses 34.14 to 34.17 (inclusive) and
without prejudice to any indemnities given by Post Office in favour of Fujitsu Services as
set out in any CCD (but provided that to the extent that Fujitsu Services is entitled to bring
a claim under any such indemnity, Fujitsu Services shall not be entitled to bring a claim
under this Clause 34.3 in respect of the same event), Post Office shall indemnify Fujitsu
Services against all claims, demands or actions by a third party (other than any member
of the Fujitsu Services Group) and all costs, expenses (including but not limited to legal

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costs and disbursements reasonably incurred on a solicitor and client basis), losses and
damages arising from or incurred by reason of:

34.3.1 any infringement or alleged infringement (including but not limited to the defence
of such alleged infringement) in the United Kingdom of copyright, moral rights,
database rights, design rights or trade marks resulting from:

34.3.2

(a)

(b)

the use or possession in accordance with this Agreement by or on behalf
of Fujitsu Services or a member of the Fujitsu Services Group of a HNG-X
Requirement for the HNG-X User Interface or Postal Services Business
Capability specified by Post Office as part of the Requirements Baseline
(as this may be amended from time to time in accordance with the
provisions of Schedule B6.1) (together, "Ul Development Requirements");
or

the development by or on behalf of Fujitsu Services, or the possession or
use by or on behalf of Fujitsu Services, in each case in accordance with
this Agreement, of the HNG-X User Interface or Postal Services Business
Capability, but only to the extent that the infringement or alleged
infringement relates to a part of the HNG-X User Interface or Postal
Services Business Capability that could not reasonably have been
developed in accordance with the Ul Development Requirements without
giving rise to that infringement or alleged infringement; or

any infringement or alleged infringement (including but not limited to the defence
of such alleged infringement) in the United Kingdom of any Intellectual Property
Right resulting from the use or possession in accordance with this Agreement by
or on behalf of Fujitsu Services or a member of the Fujitsu Services Group of:

(a)

(b)

Post Office Developed Documentation (but only to the extent that the
infringement is due to the material referred to in the second limb of the
definition of that term);

any documents, software, materials or items that Post Office has procured
or licensed from third parties which the Parties have agreed in writing will
be supplied by or on behalf of Post Office to Fujitsu Services for the
purpose of providing the Services, HNG-X Development and/or Associated
Change Development (including, without limitation, use as part of the
HNG-X User Interface or Postal Services Business Capability) or any other
more limited purpose agreed in writing by the Parties provided that (a) such
use or possession by Fujitsu Services is for the purpose of providing the
Services, HNG-X Development and/or Associated Change Development
(or such other more limited purpose as may be agreed in writing by the
Parties); and (b) the Post Office’s only liability under this Clause 34.3.2(b)
shall be to pass on to Fujitsu Services the benefit of any indemnity (the
terms of which Post Office shall, unless unable to do so due to obligations
of confidentiality owed to the relevant third party owner or licensor, notify
to Fujitsu Services upon Fujitsu Services' request) in respect of the
infringement or alleged infringement it receives from the relevant third party
owner or licensor; and

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34.4

34.5

(c) to the extent that Post Office has not procured or licensed it or them from
any third parties, any software and related documentation, graphic
designs, trade marks or Reference Data (and such other individual material
as the Parties may agree in writing should be covered by this indemnity)
supplied by or on behalf of the Post Office to Fujitsu Services for the
purpose of providing the Services, HNG-X Development and/or Associated
Change Development (including, without limitation, use as part of the
HNG-X User Interface or Postal Services Business Capability) or any other
more limited purpose agreed in writing by the Parties provided that such
use or possession by Fujitsu Services is for the purpose of providing the
Services, HNG-X Development and/or Associated Change Development
(or such other more limited purpose as may be agreed in writing by the
Parties),

excluding in each case the UI] Development Requirements; or

34.3.3 any infringement or alleged infringement (including but not limited to the defence
of such alleged infringement) in the United Kingdom of any Intellectual Property
Rights resulting from the development by or on behalf of Fujitsu Services, or the
possession or use by or on behalf of Fujitsu Services, in each case in accordance
with this Agreement, of the HNG-X Service Infrastructure or the Business
Capabilities and Support Facilities, but only to the extent that the infringement or
alleged infringement results from any instruction given by Post Office to Fujitsu
Services in accordance with the provisions of Clause 34.5.2 (b)(a) and Fujitsu
Services had first notified Post Office of the risk of that infringement in accordance
with the provisions of Clause 34.5.

Fujitsu Services shall use its reasonable endeavours to, and observe good industry
practice in its efforts (including its monitoring and searching practices) to, be aware of any
third party Intellectual Property Rights covering the areas of technology and business
methods and processes to be developed by or on behalf of Fujitsu Services as part of the
HNG-X Infrastructure and the Business Capabilities and Support Facilities (including,
without limitation, the HNG-X User Interface or Postal Services Business Capability).

Without prejudice to Fujitsu Services’ right to an indemnity under Clause 34.3.1 and/or
34.3.2, in the event that Fujitsu Services considers, at any time prior to Trigger Point TS
(Data Centre ready for HNG-X) (or within 30 days of the start of HNG-X Project
Workstream X4 (HNG-X Application Roll Out) for any HNG-X Requirement provided to
Fujitsu Services after Trigger Point T5 (Data Centre ready for HNG-X)), that a HNG-X
Requirement that forms part of (or is intended to form part of) the Requirements Baseline
(a “Queried Requirement’) would, if implemented, result in a reasonable risk of
infringement or alleged infringement of Intellectual Property Rights owned by a third party,
then:

34.5.1 it shall promptly on discovery notify Post Office in writing of its concern, such
notice to be accompanied by:

(a) a proposal for an alternative requirement that, if implemented, would fulfil
the relevant Development Obligation; and

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34.5.2

34.5.3

34.5.4

34.5.5

34.5.6

(b) such relevant materials and information that it is reasonable for Fujitsu
Services to provide in order for Post Office to understand and assess such
tisk and the alternative requirement proposed by Fujitsu Services under
paragraph 34.5.1(a);

within 14 days of its receipt of such notice (or such other time as the Parties may
agree), Post Office shall respond in writing to Fujitsu Services stating whether or
not it:

(a) agrees with Fujitsu Services’ concerns; and/or

(b) either (a) instructs Fujitsu Services to continue with the development cycle
in respect of that Queried Requirement in any event, in which case Post
Office shall indemnify Fujitsu Services under Clause 34.3.3, or (b) instructs
Fujitsu Services to implement the alternative requirement proposed under
Clause 34.5.1(a) in which case such alternative requirement shall form part
of the Requirements Baseline;

in the event that Post Office instructs Fujitsu Services to implement the alternative
requirement in accordance with Clause 34.5.2(b)(b), Fujitsu Services shall not be
able to invoke the process set out in this Clause 34.5 in respect of that alternative
requirement at any time after Post Office so instructs Fujitsu Services;

at all times during the process set out in this Clause 34.5, Fujitsu Services shall
provide Post Office with such assistance as Post Office may reasonably require
in order to understand and assess the risk notified to it and the alternative
requirement proposed by Fujitsu Services, provided that the Parties hereby
acknowledge that each Party shall be responsible for forming its own assessment
of such risk and alternative requirement;

either Party may request, at any time prior to an instruction being given under
Clause 34.5.2(b), that the Parties meet to discuss a risk notified, or an alternative
requirement proposed, to Post Office by Fujitsu Services in accordance with this
Clause and to agree in good faith a course of action which is mutually beneficial
to the Parties. If the Parties are unable to agree on the relevant risk and either
Post Office does not give Fujitsu Services an instruction under Clause 34.5.2(b)
and/or the Parties are unable to agree the suitability of the alternative requirement
proposed, then the matter shall be escalated in accordance with the DRP set out
in Annex 2 of Schedule A2 (Governance), up to and including the stage set out at
paragraph 3 of such Annex (Executive Review), provided that references in that
Annex to “five Working Days” shall be read as “two Working Days” for the
purposes of this Clause;

if, following the earlier of (i) the escalation of the matter and completion of the
process set out in Clause 34.5.5; or (ii) the date falling ten Working Days after the
date upon which the matter was first escalated in accordance with Clause 34.5.5,
the Parties are not able to agree on the risk or the suitability of the alternative
requirement proposed and Post Office fails to instruct Fujitsu Services to continue
with the development cycle in respect of that Queried Requirement, then Fujitsu
Services shall:

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34.6

34.7

34.8

34.9

(a) be entitled to reject that Queried Requirement (such rejected Queried
Requirement being a "Rejected Requirement"), provided that in the event
that Fujitsu Services disagrees with any advice and guidance of a
Facilitator obtained as part of the escalation process, it shall provide Post
Office with a reasonably detailed statement of its reasons for doing so; and

(b) achieve the relevant Development Obligation for such Rejected
Requirement; and

34.5.7 in the event that Fujitsu Services rejects a Queried Requirement pursuant to this
Clause 34.5 and Fujitsu Services would, if it had complied with Clause 34.4, have
known about the risk relating to that Rejected Requirement earlier than the date
on which it actually became aware of that risk and notified the Post Office
pursuant to Clause 34.5.1, then Fujitsu Services shall refund to Post Office any
Charges paid or payable by Post Office in respect of development work
undertaken by or on behalf of Fujitsu Services in relation to that Rejected
Requirement in that intervening period (but excluding any Charges in respect of
development work which Fujitsu Services is able to demonstrate to the
reasonable satisfaction of Post Office is of continued use and benefit to Post
Office).

The indemnities set out at Clause 34.3.1 shall not apply to any Ul Development
Requirement to the extent that (a) Fujitsu Services or a member of the Fujitsu Services
Group was engaged by Post Office for the purposes of the development of that UI
Development Requirement and contributed to that Ul Development Requirement and (b)
such contribution resulted in the infringement or alleged infringement referred to in Clause
34.3.1.

In the event that, pursuant to Clause 34.5, Fujitsu Services rejects a Queried Requirement
in respect of which (a) Fujitsu Services or a member of the Fujitsu Services Group was
engaged by Post Office for the purposes of the development of such Queried
Requirement and (b) contributed towards such Queried Requirement, then (without
prejudice to any other rights or remedies available to Post Office) Fujitsu Services shall
refund to Post Office the Charges paid or payable by Post Office in respect of that
contribution.

Common Indemnity Provisions

Each Party shall promptly notify the other if any claim or demand is made or action
brought against it to which this Clause 34 applies.

The Party giving an indemnity under this Clause 34 (the “Indemnifying Party”) shall, at its
own expense, conduct any litigation arising therefrom and all negotiations in connection
therewith and the Party receiving the indemnity (the “Indemnified Party”) hereby agrees
to grant to the Indemnifying Party exclusive control of any such litigation and such
negotiations in relation to the indemnified infringement or alleged infringement. The
Indemnifying Party shall consult with and pay due regard to the interests (including, where
the Post Office is the Indemnified Party, the commercial interests of the Royal Mail Group
and the public interest and where Fujitsu Services is the Indemnified Party the commercial
interests of the Fujitsu Services Group) and views of the Indemnified Party in the conduct

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34.10

34.11

34.12

34.13

of any defence to any claim or demand hereunder, and shall, where it is reasonable to do
so taking into account also the interests of the Indemnifying Party, comply with such
interests and views.

The Indemnified Party shall, at the request of the Indemnifying Party, afford to the
Indemnifying Party all reasonable assistance for the purpose of contesting any claim or
demand made or action brought against the Indemnified Party to which the indemnity may
apply or any claim or demand made or action brought against the Indemnifying Party to
which the indemnity may apply. The Indemnifying Party shall reimburse the Indemnified
Party for all reasonable costs and expenses (including but not limited to legal costs and
disbursements on a solicitor and client basis) incurred in so doing.

The Indemnified Party shall not make any admissions which may be prejudicial to the
defence or settlement of any claim, demand or action for infringement or alleged
infringement brought against the Indemnified Party to which the indemnity may apply or
any claim or demand made or action brought against the Indemnifying Party to which the
indemnity may apply.

Ifa claim or demand is made or action brought to which the indemnity may apply or in the
reasonable opinion of the Indemnifying Party is likely to be made or brought, the
Indemnifying Party may at its own expense either:

34.12.1 modify any or all of the affected documents, software, materials, items or other
things whatsoever without reducing the performance and functionality of the
same, or substitute alternative items, products or services of equivalent
performance and functionality for any or all of the documents, software, materials,
items or other things whatsoever, so as to avoid the infringement or the alleged
infringement but without disrupting the performance of the Services, provided that
the terms herein shall apply mutatis mutandis to such modified or substituted
items or services and such modified or substituted items shall be acceptable to
the Indemnified Party (whether by passing any form of acceptance testing or
otherwise), such acceptance not to be unreasonably withheld or delayed, and
shall reimburse the Indemnified Party all reasonable costs directly incurred by it;
or

34.12.2 procure a licence to use the affected documents, software, materials, items or
other things whatsoever on terms which afford to the Indemnified Party no more
extensive rights than those originally applicable hereunder and which are
acceptable to the Indemnified Party and shall reimburse the Indemnified Party all
reasonable costs directly incurred by it.

Notwithstanding anything to the contrary in this Clause 34:

34.13.1 to the extent that any actual or alleged infringement, to which this Clause 34
applies, relates to the development by Fujitsu Services under this Agreement of
the HNG-X Service Infrastructure or the Business Capabilities and Support
Facilities and does not result from (i) a breach by Fujitsu Services of the Clean
Room Rules or paragraph 4.2 of Annex 2 to Schedule B6.2 (ii) a failure by Fujitsu
Services to comply with Clause 15.1.5, or (iii) a breach by Fujitsu Services of
Clause 34.4; and

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34.14

34.15

34.16

34.17

34.13.2 provided that the HNG-X Development Completion has not occurred at the time
of the claim, demand or action in respect of such infringement,

the costs of undertaking any modification or substitution or procuring a licence that may
be made or obtained pursuant to Clause 34.12 shall be treated as a normal cost of
development and Post Office shall pay Fujitsu Services:

(a) for such modification work on a time cost basis, subject to and in
accordance with the provisions of Schedule D8; and

(b) in respect of any such substitution or licence, an amount equivalent to
Fujitsu Services' cost of the product used as a substitute and/or of the
necessary licence, multiplied by 95 and divided by 100.

The indemnities set out in this Clause 34 (other than where Clause 34.3.1(b) applies)
shall not apply insofar as any such claim or demand or action is in respect of:

34.14.1 any use by or on behalf of the Indemnified Party of the affected documents,
software, materials, items or other things whatsoever in combination with any
item not supplied or approved (such approval not to be unreasonably withheld or
delayed) by the Indemnifying Party where such combined use directly gives rise
to the claim, demand or action; or

34.14.2 any modification carried out by or on behalf of the Indemnified Party to any item
supplied by the Indemnifying Party under this Agreement if such modification is
not authorised by the Indemnifying Party in writing; or

34.14.3 any use by the Indemnified Party of the affected documents, software, materials,
items or other things whatsoever in a manner not reasonably to be inferred from
their specification (if any) or the requirements of the Indemnified Party (including,
without limitation, where Post Office is the Indemnified Party, the Requirements
Baseline).

If the Indemnifying Party has availed itself of its rights to modify the affected documents,
software, materials, items or other things whatsoever or to supply substitute products or
services pursuant to Clause 34.12.1 or to procure a licence under Clause 34.12.2 and
such exercise of the said rights has avoided any claim, demand or action for infringement
or alleged infringement, or if the Indemnified Party has unreasonably withheld its
acceptance of any items modified or substituted by the Indemnifying Party in accordance
with Clause 34.12, then the Indemnifying Party shall have no further liability thereafter
under this Clause 34 in respect of the said claim, demand or action.

If a modification or substitution in accordance with Clause 34.12.1 is not possible so as
to avoid the infringement and the Indemnifying Party has been unable to procure a licence
in accordance with Clause 34.12.2, then Clause 34.1 or Clause 34.3 (as the case may
be) shall apply.

This Clause states the entire liability of:

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35.

35.1

35.2

35.3

36.

36.1

36.2

34.17.1 Fujitsu Services with regard to the infringement of any Intellectual Property Right
by the use or possession of the things listed in Clause 34.1 by or on behalf of
Post Office or in connection with the Services;

34.17.2 Post Office with regard to the infringement of any Intellectual Property Right by
the use or possession of the things listed in Clause 34.3 by or on behalf of Fujitsu
Services; and

34.17.3 each Party with regard to the unauthorised use of any Third Party Confidential
Information by or on behalf of the other Party after the Project HNG-X
Commencement Date.

Use Of Services and Infrastructure

Fujitsu Services shall not restrict Post Office from using the Services and the
Infrastructure for its existing and future clients, Agents, customers, products and services.

Except as contemplated by this Agreement and subject to Clause 35.3, the Infrastructure
(other than any public service telecommunications networks) may not be used other than
by Post Office without the prior written consent of Post Office.

Post Office acknowledges and agrees that the HNG-X Services will be performed by
Fujitsu Services using certain facilities and/or elements of the Infrastructure, as described
in the Solution Architecture and/or the Solution Baseline and listed from time to time in
the Asset Register, that will be shared with customers of Fujitsu Services other than the
Post Office.

PART F: LIABILITY
Damage to Physical Property

Except where any of paragraphs 5.2, 6.3.2 and 6.3.3 of Schedule B1.3 apply, each Party
will be responsible for loss or damage caused by its own negligence or wilful acts or
omissions to the physical property of the other.

Hardware
Subject to Clauses 36.3 and 36.5:

36.2.1 risk in the Infrastructure shall vest in Fujitsu Services, save to extent that any
elements of the Infrastructure are transferred to Post Office or the Next Supplier
pursuant to Clause 48.1 in which case risk in such elements shall pass to Post
Office or the Next Supplier when title passes; and

36.2.2 where damage occurs to hardware used by Fujitsu Services to provide the
Services, Fujitsu Services shall repair or replace the affected items with all
possible speed and (subject to any rights arising under Clause 36.1) at its own
cost, save to the extent that any hardware is transferred to Post Office pursuant
to Clause 48.1 in which case risk and the responsibility to repair and replace in

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such elements shall pass to Post Office when title passes as provided for in

Clause 26.2.

36.3. Clause removed by CCN1616b

36.3.1

36.4 Branch Hardware
Unless the Parties agree otherwise, risk in Branch Hardware shall vest with the Party that
procures that hardware until such time as that hardware has been installed at the Branch
and accepted by Fujitsu Services as part of the Infrastructure at which time such risk shall
transfer to Fujitsu Services. For the avoidance of doubt, after the transfer of Branch
Hardware to the Post Office on 1SApril 2015, Fujitsu Services shall have no risk in respect
of that Branch Hardware save that Fujitsu Services will exercise reasonable controls over
any Branch Hardware that is being utilised or stored by Fujitsu Services in provision of
the Services.

36.5 Clause removed by CCN1610

36.5.1 Not Used

36.5.2 Not Used

36.5.3 Not Used

36.5.4 Not Used

36.5.5 Not Used

37. Damage to Plant, Tackle and Tools

37.1 All plant, tackle and tools at the Post Office Premises provided by or on behalf of Fujitsu
Services shall be at the risk of and in the sole charge of Fujitsu Services.

37.2 Fujitsu Services shall be required to remove all such plant, tackle and tools which it brings
to the Post Office Premises.

37.3. Fujitsu Services shall ensure that all such plant, tackle and tools shall meet minimum
safety standards required by law.

38. Access to Post Office Premises

38.1 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.

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38.2

39.

39.2

39.3

39.4

39.5

Post Office shall be responsible for maintaining the security of such land or Post Office
Premises in accordance with its standard security requirements. Fujitsu Services shall
comply with all reasonable security requirements of Post Office while on the Post Office
Premises, and shall procure that all of its employees, agents and subcontractors shall
likewise comply with such requirements. Post Office shall provide to Fujitsu Services upon
request copies of its written security procedures and shall afford to Fujitsu Services upon
request an opportunity to inspect its physical security arrangements.

Post Office Responsibilities

Subject to paragraph 2.3 of Schedule A5, Post Office undertakes (at its own cost and
expense save where otherwise provided in or pursuant to this Agreement) to perform the
Post Office Responsibilities. Post Office shall use all reasonable endeavours to perform
such Post Office Responsibilities in a timely fashion or, where specified, in accordance
with the HNG-X Programme Plan or any other agreed timetable specified in this
Agreement.

Without limitation to Clause 39.1, Post Office shall use all reasonable endeavours to
ensure that its Agents co-operate with Fujitsu Services to the extent reasonably
necessary to permit Fujitsu Services to perform the Services. In the event that any Agent
fails to provide such co-operation, and Post Office is unable to secure such co-operation
within six months after receiving written notice thereof from Fujitsu Services, Fujitsu
Services shall be relieved of liability for any failure or delay to perform the Services which
is directly caused by the Agent's failure to provide such co-operation and shall be entitled
to any reasonable additional costs and expenses which Fujitsu Services can show were
directly incurred by it as a result of the Agent's failure to provide such co-operation.

Without prejudice to the provisions of paragraph 13 of Schedule B6.2 or Schedule A5,
Fujitsu Services shall not be liable to Post Office for any failure to perform or delay in
performing its obligations under this Agreement where Fujitsu Services proves that such
failure or delay has been directly caused by the failure of Post Office to perform any of
the Post Office Responsibilities.

This Clause 39.3 shall not apply in the circumstances to which Clause 43.6 applies, which
shall be governed by the specific rule stated in Clause 43.6.

In addition to the provisions of 39.3, in the event that the Post Office fails to perform or
delays performing its obligations regarding the processing of reference data for the
introduction of new, or updates to existing, APOP applications as described in the CCD
entitled “Fujitsu Services / Post Office Ltd Interface Agreement for Operational Business
Change — Reference Data ” (CS/PRD/058) then in so far as such non-performance results
in costs being incurred by Fujitsu Services in rectification activities then such costs shall
be reimbursable by the Post Office to Fujitsu Services.

Post Office Obligations inserted by CCN 1400 shall be applicable to provisions relating to
the Towers Model only including but not limited to Clauses 39A, 39B and 39C and
Schedule F. Provisions relating to Post Office Responsibilities shall continue to apply in
the same manner as they applied prior to CCN 1400 and shall be unaffected by Post
Office Obligations.

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39A Effect on Service Levels of Post Office Cause or Tower Contractor Cause

39A.1 This Clause 39A is without prejudice to the obligations of Fujitsu Services to provide the
Services in accordance with the Agreement.

39A.2 _ If Fujitsu Services has failed to provide the Services in accordance with the Service
Levels as a direct result of a Post Office Cause, or a Tower Contractor Cause, Fujitsu
Services shall continue to provide the Services to the extent it is able in accordance with
the Service Levels but may apply for relief as set out in Clause 39A.3.

39A.3 To the extent that Fujitsu Services reasonably believes that Fujitsu Services would have
provided the Services in accordance with the Service Levels but has failed to do so as a
direct result of a Post Office Cause, or a Tower Contractor Cause, Fujitsu Services may
make a written submission to Post Office within 3 months of the commencement of the
Post Office Cause or the Tower Contractor Cause. Fujitsu Services shall not be entitled
to any relief, to the extent that Fujitsu Services cannot demonstrate to Post Office’s
reasonable satisfaction that:

39A.3.1 Fujitsu Services’ failure to provide the Services in accordance with the Service
Levels is a direct result of a Post Office Cause, or a Tower Contractor Cause
(identifying the specific Post Office Obligation or Tower Contractor
Responsibility that has not been met);

39A.3.2 Fujitsu Services made all reasonable efforts to mitigate the consequences of
the relevant Post Office Cause or Tower Contractor Cause, and to continue to
provide the Services in accordance with the Service Levels; and

39A.3.3 Fujitsu Services’ failure to provide the Services in accordance with the Service
Levels arose from a cause beyond Fujitsu Services’ reasonable control.

39A.4 Post Office will consider any submission under Clause 39A.3 and advise Fujitsu Services
of its proposal in respect of a submission promptly and in any event within 15 Working
Days of receipt. If Fujitsu Services does not accept Post Office's submission, the Parties
shall meet within 5 Working Days of Fujitsu Services’ receipt of Post Office’s proposal
and shall use reasonable endeavours to agree the rights and reliefs applicable to Fujitsu
Services in line with Clause 39A.5. Either Party may invite other interested Tower
Contractors to the meeting and in that event shall inform the other Party.

39A.5 Where the Parties agree that Fujitsu Services would have provided the Services in
accordance with the Service Levels but has failed to do so as a direct result of a Post
Office Cause or a Tower Contractor Cause and has demonstrated compliance with
Clauses 39A.3.1 to 39A.3.3 inclusive then:

39A.5.1 the period in which the relevant Service was affected by the Post Office Cause
or Tower Contractor Cause will not be included in measuring the performance
of any affected Service;

39A.5.2 Fujitsu Services will not be treated as being in breach of this Agreement to the
extent that non-performance or breach is due to the Post Office Cause or Tower
Contractor Cause; and

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39A.6

39A.7

39B.

39B.1

39B.2

39B.3

39A.5.3 Fujitsu Services will be entitled to the Charges for the relevant Services affected
by Post Office Cause or Tower Contractor Cause as if it had not occurred
provided that Fujitsu Services mitigates those Charges to the extent that it is
able and passes on any reduction in the Charges to Post Office.

In order to claim the rights and reliefs in Clause 39A.5, Fujitsu Services’ submission
pursuant to Clause 39A.3 will be provided within 15 Working Days after it has notified
Post Office of a claim that Clause 39A.2 applies and that Fujitsu Services is applying for
the rights and relief set out in Clause 39A.5.

In the event of a dispute, either Party may refer the matter for resolution in accordance
with schedule A2 and, failing resolution through governance within 15 Working Days,
such Party may refer the dispute for resolution in accordance with the Dispute Resolution
Procedure. Pending the resolution of the Dispute both Parties will continue to resolve the
causes of, and mitigate the effects of such failure.

Costs incurred due to Post Office Cause or Tower Contractor Cause

In this Clause 39B, claims for reimbursement of additional costs and expenses may be
claimed insofar as the Parties have not agreed to recompense Fujitsu Services elsewhere
in this Agreement. Where the Parties have agreed to recompense Fujitsu Services
elsewhere in this Agreement, Fujitsu Services may not make any claim under this Clause
39B.

If Fujitsu Services reasonably believes that it has incurred additional costs and expenses
as a direct result of steps taken by Fujitsu Services in carrying out any additional work or
services to remedy or mitigate an issue caused by a Post Office Cause or Tower
Contractor Cause, then Fujitsu Services shall claim for reimbursement of those additional
costs and in accordance with the claim process set out in Clause 39B.3.

To the extent that Fujitsu Services reasonably believes that Clause 39B.2 applies, Fujitsu
Services may make a written submission to Post Office within 3 months of the
commencement of the Post Office Cause or Tower Contractor Cause seeking
reimbursement of additional costs and expenses necessarily and reasonably incurred as
a direct result of steps taken by Fujitsu Services in carrying out any additional work or
services to remedy or mitigate an issue caused by a Post Office Cause or Tower
Contractor Cause. Fujitsu Services shall not be entitled to any additional costs and
expenses, unless Fujitsu Services can demonstrate to Post Office’s reasonable
satisfaction that:

39B.3.1 Fujitsu Services could not have avoided the effect on the provision of the
Services and/or on its ability to perform its obligations under the Agreement by
using all reasonable endeavours to eliminate or mitigate the consequences of
the delay in accordance with Good Industry Practice and having regard to the
scope of the Services for which Fujitsu Services is responsible; and

39B.3.2 costs incurred were reasonable, demonstrable, necessarily and reasonably
incurred and that Fujitsu Services used all reasonable endeavours to minimise
such costs,

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39B.4

39B.5

39B.6

39B.7

39C

39C.1

39C.2

39C.3

and Fujitsu Services will provide any additional information that Post Office may
reasonably require in order to assess the validity of Fujitsu Services’ claim.

Post Office will consider any submission under Clause 39B.3 and advise Fujitsu Services
of its proposal in respect of a submission promptly and in any event within 15 Working
Days of receipt. If Fujitsu Services does not accept Post Office’s submission, the Parties
shall meet within 5 Working Days of Fujitsu Services’ receipt of Post Office's proposal
and shall use reasonable endeavours to agree the amount of compensation applicable
to Fujitsu Services. Either Party may invite other interested Tower Contractors to the
meeting and in that event shall inform the other Party.

The agreed costs will be shown as an additional amount on the next Operational Charges
invoice due to be issued under this Agreement. If no Operational Charges invoice is due
to be issued then Fujitsu Services will issue an invoice.

In the event of a dispute, either Party may refer the matter for resolution in accordance
with schedule A2 and, failing resolution through governance within 15 Working Days,
such Party may refer the dispute for resolution in accordance with the Dispute Resolution
Procedure. Pending the resolution of the Dispute both Parties will continue to resolve the
causes of, and mitigate the effects of such failure.

Fujitsu Services acknowledges that in respect of a Post Office Cause or a Tower
Contractor Cause, a materiality threshold applies in respect of costs claimed for
reimbursement pursuant to Clause 39B.3 and that Fujitsu Services will not be entitled to
claim for reimbursement of costs pursuant to that Clause unless and until additional costs
and expenses incurred by Fujitsu Services in consequence of the circumstances listed in
Clause 39B.2 in respect of each individual Post Office Cause or of each individual Tower
Contractor Cause exceed £5,000.

Effects of a Fujitsu Dependency Failure

For the avoidance of doubt, prior to the earlier of notification to Fujitsu Services of the
appointment of the Post Office Service Integrator by Post Office or the termination of any
Terminable Service and the contracting of a replacement for said service by Post Office
with a Tower Contractor under its Towers Model, there shall be no Fujitsu Dependencies.

Upon agreement of any Fujitsu Dependencies, Fujitsu Services undertakes to notify Post
Office as soon as reasonably practicable after becoming aware that it has not, will not, or
is unlikely to fulfil any Fujitsu Services Dependency or will be delayed from doing so (a
“Fujitsu Dependency Failure”). In the event that Post Office has not been notified by
Fujitsu Services in accordance with this Clause 39C.2 but Post Office is aware or
becomes aware of a Fujitsu Dependency Failure, then Post Office shall notify Fujitsu
Services of such Fujitsu Dependency Failure.

Notwithstanding actions to be taken under any Incident management process to resolve
a Fujitsu Dependency Failure, within 5 Working Days after providing notice or receiving
notice under Clause 39C.2, Fujitsu Services shall submit a report relating to the Fujitsu
Dependency Failure (the “Fujitsu Dependency Failure Report”) to Post Office setting
out full details of the reasons for, the issues arising out of and the steps which Fujitsu
Services is taking to minimise the impact of the Fujitsu Dependency Failure on Post Office

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and/or the Tower Contractors to the extent to which the potential impact of a particular
Fujitsu Dependency Failure was agreed as part of the agreement of the particular Fujitsu
Dependency. In addition, it shall notify Post Office of the actions it intends to take to
prevent the recurrence of the Fujitsu Dependency Failure in the future.

39C.4 Fujitsu Services shall take reasonable steps to perform its obligations under the Agreement
and use its reasonable endeavours to take precautions which it ought reasonably to have
taken in accordance with Good Professional Practice in order to avoid or mitigate the
potential impacts of the Fujitsu Dependency Failure on Post Office, and/or the relevant
Tower Contractors.

39C.5 Fujitsu Services shall co-operate and work with Post Office, the Tower Contractors and/or
any third parties (as reasonably directed by Post Office) to mitigate the Fujitsu
Dependency Failure.

39C.6 In the event of a Post Office Cause or Tower Contractor Cause, Fujitsu Services shall co-
operate, support, collaborate and work with Post Office, other Tower Contractors and/or
any third parties (as reasonably directed by Post Office) so that Post Office and/or
relevant Tower Contractors are able to mitigate the effect of the Post Office Cause or
Tower Contractor Cause.

39C.7 Once a Fujitsu Dependency Failure has been resolved and in any event no later than 30
days (or such period as may be agreed by the Parties) after the occurrence of the Fujitsu
Dependency Failure, the Subject Leads for the Relationship best qualified to deal with
the Fujitsu Dependency Failure, taking into account its nature and the responsibilities of
each Subject Lead, shall convene an occasional meeting of the relevant Relationship in
accordance with paragraph 3.3 of Schedule A2 to agree responsibility for the Fujitsu
Dependency Failure (including where appropriate the preparation of a root cause
analysis).

39C.8 Post Office may make a written request to Fujitsu Services seeking reimbursement of
demonstrable additional costs and expenses necessarily and reasonably incurred as a
direct result of steps taken by Post Office and/or a Tower Contractor in carrying out any
additional work or services to remedy or mitigate an issue caused by a Fujitsu
Dependency Failure (the “Compensation Amount”). Post Office shall make any claim
for a Compensation Amount within 3 months of commencement of the Fujitsu
Dependency Failure. Post Office shall not be entitled to any Compensation Amount for
itself or any Tower Contractor unless Post Office can demonstrate to Fujitsu Services’
reasonable satisfaction that:

39C.8.1 Post Office and/or the Tower Contractor could not have avoided the effect on the
provision or receipt of the relevant services and/or on its ability to perform its
obligations under its agreement(s) by using all reasonable endeavours to
eliminate or mitigate the consequences of the delay in accordance with Good
Industry Practice; and

39C.8.2 costs incurred were reasonable, demonstrable, necessarily and reasonably

incurred and that Post Office and/or the Tower Contractor used all reasonable
endeavours to minimise such costs,

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and Post Office will provide any additional information that Fujitsu Services may
reasonably require in order to assess the validity of Post Office’s request.

39C.9 Fujitsu Services will consider any request under Clause 39C.8 and advise Post Office of

its proposal in respect of the Compensation Amount promptly and in any event within 15
Working Days of receipt. If Post Office does not accept Fujitsu Services’ proposal, the
Parties shall meet within 5 Working Days of Post Office’s receipt of Fujitsu Services’
proposal and shall use reasonable endeavours to agree the Compensation Amount
applicable. Either Party may invite other interested Tower Contractors to the meeting and
in that event shall inform the other Party.

39C.10 The agreed Compensation Amount will be shown as a credit on the next Operational

39C.11

Charges invoice due to be issued under this Agreement. If no Operational Charges
invoice is due to be issued then Post Office will issue a credit note.

In the event of a dispute under this Clause 39C, either Party may refer the matter for
resolution in accordance with Schedule A2 and, failing resolution through governance
within 15 Working Days, such Party may refer the dispute for resolution in accordance
with the Dispute Resolution Procedure. Pending the resolution of the Dispute both Parties
will continue to resolve the causes of, and mitigate the effects of such failure.

39C.12 Post Office acknowledges that in respect of a Fujitsu Dependency Failure, a materiality

40.

40.2

40.3

threshold applies in respect of costs claimed for reimbursement pursuant to Clause 39C.8
and that Post Office and/or any other Tower Contractor will not be entitled to claim for
reimbursement of costs pursuant to that Clause unless and until additional costs and
expenses incurred by Post Office and/or any other Tower Contractor in consequence of
the circumstances listed in Clause 39C.8 in respect of each individual Fujitsu Dependency
Failure exceed £5,000.

Fujitsu Services’ Personnel

Post Office reserves the right under this Agreement to refuse to admit to any premises
occupied by or on behalf of any member of the Royal Mail Group (which expression shall
in this Clause 40 include all persons employed or engaged by the Royal Mail Group and
all persons other than Fujitsu Services and its sub-contractors providing services to the
Royal Mail Group), or to any Branch any person employed or engaged by Fujitsu
Services, or by a sub-contractor, whose admission would be, in the reasonable opinion
of Post Office, undesirable.

If and when directed by Post Office, Fujitsu Services shall provide a list of the names and
addresses of all persons who it is expected may require admission in connection with the
performance of this Agreement to any premises occupied by or on behalf any member of
the Royal Mail Group or to any Branch, specifying the capacities in which 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

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40.4

40.5

41.

414

41.2

41.3

direction or is one of a class of persons who may be so specified, shall sign a statement
that he understands that the Official Secrets Acts 1911 to 1989 apply to him both during
the term of and after the expiry or termination of this Agreement.

Fujitsu Services’ representatives, engaged within the boundaries of a Royal Mail Group
establishment or Branch, shall comply with such rules, regulations and requirements
(including those relating to security arrangements) as may be in force from time to time
for the conduct of personnel when at that establishment or Branch and when outside that
establishment or Branch.

The decision of Post Office as to whether any person is to be refused admission to any
premises occupied by or on behalf of the Royal Mail Group or to a Branch shall be final
and conclusive.

Fujitsu Services’ Key Personnel

The Parties acknowledge that the Key Personnel are essential to the fulfilment of Fujitsu
Services’ obligations hereunder.

Notwithstanding anything to the contrary in Clause 61, Post Office shall keep the CCD
entitled “Fujitsu Services Key Personnel” (HR/CON/001) (including any proposed or
agreed amendments to it) and the information contained in it (“Personnel Information”)
confidential. Except as provided for in this Clause 41.2, Post Office shall not copy,
reproduce or disclose Personnel Information to any third party.

41.2.1 Post Office may reproduce, copy and disclose Personnel Information:

(a) _ to Post Office's Subject Leads for (i) the Systems Integration Partnership
and Executive Relationship and (ii) the Commercial Relationship;

(b) to its professional advisers provided such reproduction, copying and
disclosure is necessary for the purposes of this Agreement; or

(c) as required by law,

provided that Post Office shall procure that the persons referred to in paragraphs
(a) and (b) above shall not themselves disclose Personnel Information (except
amongst themselves) without the express written consent of Fujitsu Services.

41.2.2 Post Office may discuss Personnel Information with and disclose Personnel
Information to FS Listed Personnel.

Fujitsu Services undertakes to use all reasonable endeavours to ensure that the Key
Personnel are not removed or replaced for the duration of the activities relevant to them
(described as “Tasks” in the CCD entitled “Fujitsu Services Key Personnel”
(HR/CON/001)). However, in the event that any of the Key Personnel become unavailable
for any reason (including without limitation death, injury, sickness, promotion or
resignation), Fujitsu Services shall have the right upon giving 30 days’ notice in writing
(or such shorter period of notice as may be reasonably practicable) to Post Office to

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41.4

42.

42.1

42.2

42.3

43,

43.1

replace such an individual with another individual whose abilities and qualifications are
appropriate for the services to be performed by such individual.

The Parties acknowledge and agree that in order for Fujitsu Services to successfully
complete its obligations under this Agreement, additional key personnel may be identified
after the date of this Agreement. The Parties shall identify and agree any such additional
key personnel (together with any activities which are relevant to them).

Injury to Persons; Loss of Property

Subject always to Post Office's proper observance of its obligations under this Clause 42
and except where paragraphs 5.2 or 6.3.3 of Schedule B1.3 apply, Fujitsu Services shall
fully indemnify Post Office in respect of any personal injury or loss of or damage to
Property incurred by Post Office, its contractors or their respective employees and
authorised agents to the extent that such personal injury or loss of Property is caused by
any Default of Fujitsu Services, its employees or agents in connection with the
performance or purported performance of this Agreement.

In the event of any claim or demand being made or action brought to which Clause 42.1
applies, Fujitsu Services shall be promptly notified thereof and Fujitsu Services shall at
its own expense conduct all negotiations for settlement of the same and any legal
proceedings that may arise therefrom. Fujitsu Services shall consult with and pay due
regard to the interests and views of Post Office (including the commercial interests of the
Royal Mail Group and the public interest) in the conduct of any defence to any claim or
demand hereunder, and shall, where it is reasonable to do so, comply with such interests
and views. Post Office, its employees and agents, shall at the request of Fujitsu Services
afford all reasonable assistance for the purpose of contesting any such claim or demand
or action and shall be repaid any reasonable expense incurred in so doing and shall not
make any admissions which may be prejudicial to the defence of such claim or demand
or action.

Notwithstanding Clause 42.2, Post Office shall have the option to take over the conduct
over any claim, demand or action to which this Clause applies. Should Post Office
exercise the aforementioned option it shall indemnify Fujitsu Services against any loss,
damage, cost or expense which it incurs in respect of that claim, demand or action over
and above the monetary amount (which Fujitsu Services shall have notified to Post Office
prior to Post Office exercising its option) at which Fujitsu Services was prepared to settle
said claim, demand or action.

Liability

Subject to the remaining sub-clauses of this Clause 43, Fujitsu Services shall be liable
for all losses and shall indemnify Post Office against all costs, expenses, losses and
damages incurred, including any legal costs (together referred to in this Clause 43 only
as “Losses”), as a result of:

43.1.1 any unauthorised third party access to the Infrastructure;

43.1.2 any unauthorised third party access to the Post Office Service Environment which
is gained through the Infrastructure;

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43.2

43.3

43.4

43.5

43.6

43.7

43.1.3. any "hacking" into the systems used by Fujitsu Services to provide the Services
(whether or not constituting an offence under the Computer Misuse Act 1990); or

43.1.4 any other form of fraud.
In the event of termination of Project HNG-X:

43.2.1 for convenience pursuant to Clause 47.11.2, the provisions of Clause 43.1 shall
continue to apply. In such circumstances, prior to the later of the date of such
termination of Project HNG-X or 1 April 2010, Fujitsu Services shall implement
the upgrade of the Horizon Service Infrastructure in accordance with the
provisions of the CCD entitled "Horizon Security in the Absence of HNG-X"
(ARC/SEC/ARC/0002) and Post Office shall pay for such upgrade in accordance
with paragraphs 10.4 to 10.8 (inclusive) of Schedule D1 (the details of which in
respect of such upgrade shall be incorporated in a Work Order); and

43.2.2 for Default pursuant to Clause 47.11.1, the provisions of Clause 43.1 shall
continue to apply. In such circumstances, prior to the later of the date of such
termination of Project HNG-X or 1 April 2010, Fujitsu Services shall implement
the upgrade of the Horizon Service Infrastructure in accordance with the
provisions of the CCD entitled "Horizon Security in the Absence of HNG-X"
(ARC/SEC/ARC/0002) at its own cost.

In the event of Partial Termination for any reason of the Data Centre Operations Service
and the Central Network Service (as a single Terminable Service) or the Systems
Management Service, Third Line Software Support Service or Application Support
Service (Fourth Line), with effect from the date of termination of the first such Service to
be Partially Terminated, the provisions of Clause 43.1 shall not apply unless Post Office
proves that any of the matters referred to in sub-clauses 43.1.1 to 43.1.4 (inclusive) have
been caused by Fujitsu Services' Default in respect of any of its obligations or
responsibilities under this Agreement.

In the event of Partial Termination for any reason of any of the Terminable Services
referred to in Clause 43.3 Fujitsu Services shall promptly provide to Post Office all
correspondence, audit trails, documentation and other information (in whatever media)
as Post Office may reasonably require in order to establish the cause of any of the matters
referred to in sub-clauses 43.1.1 to 43.1.4 (inclusive).

In the event of Partial Termination for any reason of any Terminable Service the provisions
of Clause 43.1 shall continue to apply subject to Clause 43.3 and any exceptions or
qualifications agreed by the Parties pursuant to paragraph 2.2.6 of Schedule E.

If and to the extent that Fujitsu Services proves that any of the matters referred to in
Clause 43.1 have been caused by Post Office's non-performance of any of its obligations
or responsibilities under this Agreement upon the performance of which Fujitsu Services’
obligations depend, the provisions of Clause 43.1 shall not apply.

In the event that:

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43.8

43.9

43.10

43.7.1 Post Office agrees pursuant to paragraph 2.2.4 of Schedule E to perform any
security related obligations or responsibilities; or

43.7.2 the Post Office responsibility set out in paragraph 2.4.3 of Schedule E applies,

in connection with any Partial Termination, Post Office shall promptly provide to Fujitsu
Services all correspondence, audit trails, documentation and other information (in
whatever media) as Fujitsu Services may reasonably require in order to establish the
cause of any of the matters referred to in Clause 43.1.

Where an act of fraud relates to the Superstock Solution, Clause 43.1.4 shall not apply
unless the fraud in question was perpetrated by a:

43.3.1. person who was at the time in question an employee, agent or sub-contractor of
Fujitsu Services (or an employee or agent of its sub-contractors);

43.3.2 third party whose fraudulent actions resulted from or were made possible by
Fujitsu Services' failure to comply with its obligations under this Agreement.

In the case of the Banking Functions or in relation to the operation of the Banking
Functions, Clause 43.1.4 shall not apply unless the fraud in question was perpetrated by
a person who was at the time in question:

43.9.1 an employee, agent or sub-contractor of Fujitsu Services (such agents or
subcontractors being together referred to as "Current Banking Participants");

43.9.2 a former employee, agent or sub-contractor of Fujitsu Services, who was an
employee, agent or sub-contractor (as the case may be) of Fujitsu Services at
any time on or after 14 April 2001 (such agents or subcontractors being together
referred to as "Former Banking Participants") and who satisfies the Information
Condition;

43.9.3 an employee, agent or sub-contractor of the Current Banking Participants who
satisfies the Information Condition;

43.9.4 a former employee, agent or sub-contractor of a Current Banking Participant who
was an employee, agent or sub contractor (as the case may be) of that Current
Banking Participant at any time on or after 14 April 2001 and who satisfies the
Information Condition; or

43.9.5 a former employee, agent or sub-contractor of a Former Banking Participant who
was an employee, agent or sub-contractor (as the case may be) of such Former
Banking Participant while that Former Banking Participant was a Current Banking
Participant and who satisfies the Information Condition.

Fujitsu Services shall not be liable for or indemnify Post Office in respect of any Losses:

43.10.1where the Losses incurred by Post Office relate solely to the Banking Function or
the operation of Banking Function;

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43.10.2where such Losses were incurred as a result of any unauthorised access or
hacking referred to therein into an element or elements (used solely for the
operation of the Banking Functions) of either the Post Office Service Architecture
or the NB System (excluding elements of the Post Office Service Architecture or
the NB System located at Branches);

43.10.3where the unauthorised access, hacking or fraud was perpetrated through or by
any employee, agent, contractor or sub-contractor of, any Bank or through or by
any element of the Infrastructure at any Bank premises other than by the persons.
referred to in Clause 43.9;

43.10.4where such Losses were incurred as a result of any unauthorised access or
hacking or fraud arising as a result of Post Office’s design, development and/or
introduction of new Transaction types using the AP-ADC Facility, or the APOP
Facility, or any fraud perpetrated by Post Office contractors, subcontractors,
employees or agents in connection with such design, development, introduction
or use unless the root cause of such unauthorised access, hacking or fraud was:

(a) defects in Fujitsu Services' design or implementation of the AP-ADC
Facility or the APOP Facility;

(b) a failure by Fujitsu Services to maintain the AP-ADC Facility or the APOP
Facility or to process such new Transactions, in accordance with its
obligations set out in this Agreement; or

(c) a defect in such design, development, introduction or use resulting from
an error in the CCD entitled “AP-ADC Reference Manual’
(DES/GEN/MAN/0002) or the CCD entitled “ APOP Authorisation Service
Reference Manual” (AP/MAN/004); the presence of which is solely or
mainly attributable to a breach by Fujitsu Services of its obligations set out
in Clauses 15.1.4 and 15.1.5 when it assisted Post Office to produce that
CCD under Work Order;

43.10.5 where the unauthorised access, hacking or fraud was perpetrated through or by
use of the communications links between the Data Centres and CAPO or LINK
(as described in Schedule B3.3 or B4.3, as applicable) other than by persons
referred to in Clause 43.9, unless the root cause of such unauthorised access,
hacking or fraud was a failure by Fujitsu Services to comply with its obligations
set out in paragraphs 1.3.4(f)(i)(1) and 1.3.4(f)(i(2) of Schedule B3.3 or
paragraphs 3.4.1 and 3.4.2 of Schedule B4.3, as applicable;

43.10.6 where the Losses incurred by the Post Office relate solely to the Superstock
Solution or the operation of the Superstock Solution;

43.10.7 where such Losses were incurred as a result of any unauthorised access or
hacking, as referred to in Clause 43.1, into, through or by use of an element or

elements of the Superstock Infrastructure used to provide the Superstock
Services; or

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43.11

43.12

43.13

43.14

43.10.8where such Losses were occurred as a result of any unauthorised, hacking or
fraud perpetrated through or by use of communications links into the POL MI
System which are not the responsibility of Fujitsu Services.

43.10.9where such Losses were incurred as a result of a breach by Post Office of the
Customer Agreement other than where such breach is caused by the acts or
omissions of Fujitsu Services.”

Post Office shall not have any right of action against Fujitsu Services in respect of any
costs, expenses, losses or damages arising as a result of the loss, theft or compromise
of a password/passphrase shared between the Merchant Acquirer and the Data Centres
or the subsequent use of such password/passphrase (as the case may be) except to the
extent that such loss, theft or compromise or such costs, expenses, losses, or damages
arise as a result of the fraud or Default of Fujitsu Services or of its employees, agents or
subcontractors.

In this Clause 43, the "Information Condition" means that the person concerned either:

43.12.1is or has been entitled to have access in the course of fulfilling their duties or
obligations as employee, agent or sub-contractor (as the case may be) to
information concerning the design or performance of security measures used by

or in the NB System; or

43.12.2is not or was not entitled to have access to information concerning the design or
performance of security measures used by or in the NB System, but:

(a) used such information obtained as a result of their relationship with Fujitsu
Services in perpetrating the fraud in question; and

(b) Fujitsu Services fails to show that it had taken all reasonable steps and
precautions to prevent that information being obtained.

In the case of Debit Card, Fujitsu Services shall not be liable for and Post Office shall not
have any right of action against Fujitsu Services in respect of any costs, expenses, losses
or damages arising as a result of:

43.13.1 fraud in connection with or unauthorised disclosure of;

43.13.2loss or corruption of; or

43.13.3hacking in connection with,

DC Data, irrespective of whether such DC Data are inside or outside the Infrastructure
unless and to the extent that such arises from a Default of Fujitsu Services.

In the case of Banking Functions, Debit Card and ETU, Fujitsu Services shall not be liable
for any costs, expenses, losses or damages suffered or incurred by Post Office in relation
to:

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43.15

43.16

43.17

43.14.1Banking Transactions falsely or incorrectly authorised unless and to the extent
caused by a failure of the NB System or of the Banking Functions which is (in
either case) a Default;

43.14.2DC Transactions or ETU Transactions falsely or incorrectly authorised unless and
to the extent caused by a failure of Debit Card or ETU respectively which is a
Default; and

43.14.3fraudulent use of token supported by the Banking Functions, Debit Card or ETU
by any person, unless and to the extent that such use is carried out by or involves
collusion with Fujitsu Services' employees, or otherwise arises from a Default or
fraud of Fujitsu Services.

If Post Office:

43.15.1 accepted a Design Proposal (as that term was defined and used in this Agreement
in its form prior to CCN1200); or

43.15.2accepts in a specification or other document agreed by the Parties pursuant to
the Work Ordering Procedure or Change Control Procedure,

which included or includes a third party interface or third party application which was
either not selected by Fujitsu Services or was selected by Fujitsu Services subject to
clearly disclosed limitations notified to Post Office, Fujitsu Services shall not, under
Clause 43.1, be liable for or indemnify Post Office against any Losses incurred by Post
Office resulting from unauthorised access to the Infrastructure, "hacking" and other
fraudulent and criminal activities provided Fujitsu Services has operated such interfaces
or applications in accordance with the technical and operational specifications agreed
between Post Office and Fujitsu Services in respect of such interfaces or applications and
has exercised reasonable care and skill in implementing such interfaces and carrying out
the integration of such applications.

For the purposes, but without prejudice to the generality, of Clause 43.15:
43.16.1Configured POL MI shall be deemed to be a third party application; and

43.16.2the interfaces between the Infrastructure and CAPO and LINK used to connect
the Data Centres to CAPO and LINK shall be deemed to be third party interfaces

43.16.3Clause removed by CCN1613a

not selected by Fujitsu Services and included in a Design Proposal accepted by Post
Office.

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.

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43.18

43.19

43.20

43.21

Fujitsu Services shall not be liable for any failure to perform or delay in performing its
obligations and Post Office shall have no right of action against Fujitsu Services in respect
of any costs, expenses, losses or damages arising as a result of:

43.18.1 any fault or problem with, or the unavailability of, the communications links
between the Data Centres and CAPO or LINK (as described in Schedule B3.3 or
B4.3, as applicable), subject to Fujitsu Services complying with its obligations set
out in paragraphs 1.3.4(f)(i)(1) and 1.3.4(f)(i(2) of Schedule B3.3 or paragraphs
3.4.1 and 3.4.2 of Schedule B4.3, as applicable; or

43.18.2any unauthorised access, hacking or fraud of the kind described in
Clause 43.10.5;

43.18.3 Clause removed by CCN1613a

43.18.4 or subsequent to the POLSAP R1 Go Live Date, any fault or problem with the
POLSAP Software related to its configuration by Post Office or a third party on
behalf of Post Office (other than Fujitsu Services or its subcontractors).

43.18.5 the unavailability of POLSAP Software due to any maintenance or support work
being required in respect of POLSAP Software that Fujitsu Services is not obliged
to perform;

43.18.6any failure by any Branch to complete any Branch Trading Statement prior to the
expiry of the 42 day period during which Fujitsu Services retains data for the
period covered by that Branch Trading Statement; or

43.18.7any failure by any Branch to accept or implement any Transaction Correction
Record,

save to the extent that a failure by Fujitsu Services to perform any of its obligations (such
failure not itself arising as a result of the matters referred to in Clauses 43.18.1 to 43.18.6
inclusive) directly caused such costs, expenses, losses or damages.

Fujitsu Services shall provide to Post Office copies of or access to all relevant records
produced by Fujitsu Services in the course of performing the HNG-X Services (such
records to include, where produced by Fujitsu Services, operational change proposals,
help desk records, release notes, change logs, firewall logs, event records, error logs and
audit records) that Post Office reasonably requires in order to establish the cause of any
failure to perform or delay in performing Fujitsu Services’ obligations, where Fujitsu
Services asserts that Clauses 43.18.1 or 43.18.2 are applicable in respect of such failure
or delay. All information obtained by Post Office pursuant to this Clause 43.19 shall be
treated as Confidential Information.

Not Used

In the case of the Superstock Solution Fujitsu Services shall not be liable for any failure
to perform or delay in performing its obligations and Post Office shall have no right of
action against Fujitsu Services in respect of any costs, expenses, losses or damages
arising as a result of:

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43.22

43.23

44.

44.41

43.21.1 Not Used

43.21.2 any unauthorised access, hacking or fraud of the kind described in
Clause 43.10.7.

Fujitsu Services shall not be liable for any failure to perform or delay in performing its
obligations and Post Office shall have no right of action against Fujitsu Services in
respect of any costs, expenses, losses or damages arising as a result of:

43.22.1 any fault or problem with, or the unavailability of, any communications links into
the POL MI System which are not the responsibility of Fujitsu Services; or

43.22.2 any unauthorised access, hacking or fraud of the kind described in Clause
43.10.8;

43.22.3 any fault or problem with Configured POL MI related to its configuration by Post
Office or a third party on behalf of Post Office; or

43.22.2 the unavailability of Configured POL MI due to any maintenance or support
work being required in respect of Configured POL MI that Fujitsu Services is not obliged
to perform,

Save to the extent that a failure by Fujitsu Services to perform any of its obligations
(such failure not itself arising as a result of the matters referred to in Clauses 43.22.1 to
43.22.4 inclusive) directly causes such costs, expenses, losses or damages.

Fujitsu Services shall provide to Post Office copies of or access to all relevant records
produced by Fujitsu Services in the course of performing the Operational Services (such
records to include, where produced by Fujitsu Services, operational change proposals,
help desk records, release notes, change logs, firewall logs, event records, error logs
and audit records) that Post Office reasonably requires in order to establish the cause of
any failure to perform or delay in performing Fujitsu Services obligations, where Fujitsu
Services asserts that Clauses 43.22.1 or43.22.2 are applicable in respect of such failure
or delay. All information obtained by Post Office pursuant to this Clause 43.23 shall be
treated as Confidential Information.

Limitation of Liability
Neither Party hereto excludes or limits its liability to the other Party:
44.1.1 for death or personal injury; or

44.1.2 any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979
or Section 2 of the Supply of Goods and Services Act 1982; or

44.1.3 for its fraudulent misrepresentation; or
44.1.4 for its fraud or for fraud for which it is responsible, save (in the case of Fujitsu

Services) where the liability in question would not have arisen but for the
provisions of Clauses 16 or 43.

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44.2 Subject always to Clause 44.1, 44.3, 44.4, 44.4A and 44.4B, the liability of each Party for
Defaults shall be subject to the financial limits set out in this Clause 44.2.

44.2.1 The aggregate liability in relation to all Defaults arising during the period 15 May
2002 to 31 March 2003 (inclusive) or in any Financial Year thereafter which results
in direct loss of or damage to the Property of the other Party shall in no event
exceed:

(a) £1,500,000 per Financial Year in the case ofa liability of Post Office; and
(b) £10,000,000 per Financial Year in the case of Fujitsu Services.

44.2.2 Subject to Clause 44.2.2A, the aggregate liability of Post Office for all Defaults
and any liability arising from a Post Office Cause:

(a) (other than a Default governed by Clause 44.2.1) arising during the
period 15 May 2002 to 31 March 2003 (inclusive) or in any Financial
Year thereafter shall in no event exceed £5,870,689 per Financial
Year; and

(b) (including a Default governed by Clause 44.2.1) arising at any time after
the end of the last Financial Year shall in no event exceed £10,436 ,783.

44.2.2A With respect to any liability of Post Office for any liability arising from a Tower
Contractor Cause, Post Office's liability in any Financial Year shall in no event
exceed the higher of:
(a) the aggregate liability set out in Clause 44.2.2; or
(b) the amount Post Office is able to recover under its contract with the
relevant Tower Contractor for the default that gave rise to the Tower
Contractor Cause.
44.2.3 The aggregate liability under this Agreement of Fujitsu Services for all Defaults
and any Compensation Amount payable as a result of a Fujitsu Dependency

Failure::

(a) (other than a Default governed by Clauses 44.2.1, 44.2.4 or 44.2.5)
arising during:

(1) the period from 1 January 2003 to 31 March 2003
(inclusive) shall not exceed £1,729,000;

(2) the Financial Year ending on 31 March 2004 shall
not exceed £7,139,000; and

(3) Financial Year NN shall not exceed £15,000,000;
and

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(b) (including a Default governed by Clause 44.2.1 but other than a Default
governed by Clauses 44.2.4 or 44.2.5) arising at any time after the end of
the last Financial Year shall not exceed £15,000,000.

For the purposes of sub-clause 44.2.3(a)(3), "Financial Year NN" means, in
relation to a Default by Fujitsu Services liability for which arose after 31 March
2004, the Financial Year in which that liability arose.

44.2.4 Subject to Clause 44.2.5 the aggregate liability of Fujitsu Services for all Defaults
(other than a Default governed by Clause 44.2.1) relating to a particular Work
Order shall not exceed 100% of the Charges payable pursuant to that Work
Order.

44.2.5 Where Fujitsu Services is engaged under a series of related Work Orders
covering two or more of the following Development Lifecycle Stages:

(a) Solution Specification Stage;
(b) Solution Build and Test Stage; and
(c) Implementation Stage,

the aggregate liability of Fujitsu Services for all Defaults (other than a Default
governed by Clause 44.2.1) relating to such Work Orders shall not exceed 100%
of the aggregate Charge for all such Work Orders and this limit shall apply in lieu
of the limit in Clause 44.2.4.

44.2.6 The aggregate liability of Fujitsu Services for all Defaults (other than a Default
governed by Clause 44.2.1) relating to NBS prior to NBS Acceptance shall not
exceed 100% of the Network Banking Implementation Charges.

44.2.7 Subject to Clause 44.1, 44.2.4 and 44.2.5 but notwithstanding any other provision
in this Clause 44 (save for Clause 44.2.8 as noted), the aggregate liability of
Fujitsu Services for all Defaults (other than a Default governed by Clause 44.2.8)
relating to the Superstock Solution in any Financial Year shall in no event exceed
10% of the estimated Superstock Charges for the Financial Year commencing
1st April 2010 or £25,000 whichever is the greater. Any such liability shall count
as part of Fujitsu Services' aggregate liability under Clause 44.2.3.

44.2.8 Subject to Clause 44.1, 44.2.4 and 44.2.5 but notwithstanding any other provision
in this Clause 44, the aggregate liability of Fujitsu Services for all Defaults relating
to the Superstock Solution which result in direct loss or damage to the Property
of the Post Office shall in no event exceed £1 million. Any such liability shall
count as part of Fujitsu Services' aggregate liability under Clause 44.2.1.

44.3 Subject to Clause 44.1 and to the extent permitted at law, the aggregate liability of Fujitsu
Services under Clauses 16 and 43 of this Agreement for the fraud or other criminal

activities of its employees or subcontractors shall be limited to £21,896,142 per Fraud
Event.

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44.4

44.44

44.4B

44.5

44.6

Subject to Clauses 44.4A, 44.4B and 44.5, the financial limits specified in Clause 44.2.2
and 44.2.3 shall apply to, and limit the Parties' respective liability for, the aggregate of all
claims for monetary relief arising in the period in question which either Party may have
against the other either under this Agreement, in tort (including negligence), breach of
statutory duty or otherwise in relation to the subject matter of this Agreement, including,
without limitation, all claims arising for Defaults, all claims for liquidated damages and
Post Office Additional Cost pursuant to Clause 18, Schedule B4.4, Schedule C1 and/or
the provisions of the Service Descriptions, all claims to be indemnified pursuant to
Clauses 34, 42 or 43 and all other claims or costs which are compensatable in money or
money's worth as though all such claims for monetary relief represented liability for
Defaults occurring in the period in question.

For the purposes of Clauses 44.2 and 44.4,

a liability or claim for monetary relief arises when the act, omission, event or
circumstance giving rise to that liability or claim occurs; and

Notwithstanding that Clause 44.2 is stated to be subject to Clause 44.4, Clause 44.4
shall not limit:

44.4B.1 liability of the type referred to in Clauses 44.1;
44.4B.2 liability for Defaults governed by 44.2.1, 44.2.4 or 44.2.5; or
44.4B.3 liability governed by Clause 44.3.

The financial limits on the liability of Post Office under Clause 44.2 shall be exclusive of
and additional to any liability of Post Office to pay any Charges, other amounts, the
Transfer Payment, the Termination Charge, any Partial Termination Charge or the HNG-
X Termination Charge which may become properly due and payable to Fujitsu Services
in accordance with the provisions hereof or any sum by way of interest thereon that a
court may award.

Subject always to Clause 44.1, in no event shall either Party be liable to the other Party
for indirect or consequential loss or damage. However:

(a) Fujitsu Services acknowledges and agrees that it shall not be entitled to
claim that a loss incurred by a Tower Contractor is an indirect loss solely
because it was not incurred by the Post Office. As such, any loss
incurred by a Tower Contractor that would have been a direct loss if it
had been incurred by the Post Office shall, for the purposes of
determining a Compensation Amount, be deemed to be a direct loss;
and

(b) Post Office acknowledges and agrees that all claims that Fujitsu
Services may make for relief under Clause 39A.3 or Clause 39A.5.3
and for compensation under Clause 39B.3 including for any payments
under Clause 39B.5 shall be made to Post Office and not any of the
Tower Contractors and that all payments of such relief or compensation
shall be by Post Office and not any Tower Contractor.

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44.7 The provisions of Clause 44.6 shall not be taken as limiting the right of Post Office to

44.8

44.9

44.10

44.11

44.12

45.

claim from Fujitsu Services for:
44.7.1 additional operational and administrative costs and expenses; and/or

44.7.2 expenditure or charges rendered unnecessary as a result of any Default by Fujitsu
Services; and/or

44.7.3 any compensation arising out of a Fujitsu Dependency Failure due to Post Office,
Post Office Service Integrator or a Tower Contractor.

The Parties expressly agree that should any limitation or provision contained in this
Clause be held to be invalid under any applicable statute or rule of law it shall to that
extent be deemed omitted but if any Party thereby becomes liable for loss or damage
which would otherwise have been excluded such liability shall be subject to the other
limitations and provisions set out herein.

For the avoidance of doubt, it is acknowledged that nothing in this Agreement shall be
deemed or construed to relieve either Party of its common law duty to the other Party
against which a claim may be made to mitigate any loss which is the subject of such
claim.

Subject to Clause 44.1, the aggregate liability of Fujitsu Services under the SAP RTU
(including, without limitation, under any indemnity therein) arising in any Financial Year
shall not exceed £1,956,896. Fujitsu Services' liabilities (if any) under the SAP RTU, as
limited by this Clause 44.10, shall count as part of Fujitsu Services’ aggregate liability
under Clause 44.2.3.

The liability of Fujitsu Services in connection with the SAP RTU is as set out in
Clause 44.10 and paragraph 22 of the SAP RTU. In the event and only to the extent of
any conflict between: (i) Clauses 44.10 and paragraph 22 of the SAP RTU; and (ii) any
other Clause, then Clause 44.10 and paragraph 22 of the SAP RTU shall prevail.

Each of the sums referred to in Clauses 44.2.2, 44.2.3(a)(3), 44.3 and 44.10 shall be
increased at the end of the Financial Year ending on or around 31 March, 2007 and at
the end of each subsequent Financial Year by an amount equal to the difference
(expressed as a percentage) between the level of the Retail Price Index most recently
published in respect of December of the Financial Year in question and the level of the
Retail Price Index in December of the preceding Financial Year.

Insurance

Fujitsu Services shall to the extent reasonably possible insure or make provision for self-
insurance against all losses and damages which are the result of its fault or negligence
in performing the Services, including workman's compensation, public liability, product
liability, property damage and professional indemnity. Fujitsu Services will, if requested in
writing by Post Office, produce to Post Office a certificate of insurance showing the
applicable coverage currently in force, and will also give Post Office prior written notice

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of (where possible), or written notice no later than 30 days after, alteration or cancellation
of such insurance.

PART G: TERMINATION AND EXIT
46. Term

46.1 The term of this Agreement shall, unless terminated earlier in accordance with the provisions
of Clause 47 or extended in accordance with the provisions of Clause 46.2, be for a period
commencing on the 28 July 1999 and ending on 31 March 2023.

46.2 If Post Office wishes to extend the term of this Agreement, it shall notify Fujitsu Services in
writing at least 18 months before the expiry of this Agreement, and the Parties shall meet
within 20 Working Days of receipt of such notice and shall use their reasonable endeavours
to agree an extension to the term of this Agreement.

46.3 Each Expiring Service shall, unless terminated earlier in accordance with the provisions of
Clause 47 or extended in accordance with the provisions of paragraph 10 of Schedule E
(where applicable or otherwise extended through the Change Control Procedure), be
provided for the period up to the relevant date specified in Table A of Schedule B3.1 on which
date such Expiring Service shall expire. For the avoidance of doubt, no Partial Termination
Charge or Termination Charge shall be payable by Post Office in relation to an Expiring
Service on the expiry of such Expiring Service on 318‘ March 2017 or the Salesforce Service
and Credence/MDM Service which shall both expire on 31st March 2016. Liquidated
damages shall continue to apply during any extension in accordance with Clause 18 save in
the case of a mini extension of the Engineering Service where the Actual Engineering Visits
in any one month exceeds the related Excepted Engineering Volume by 10%. In such
instances, the calculation for liquidated damages in respect of the Counter Availability SLT
shall be based on the average downtime for each of the hardware components over the
previous three months (not including the month in question), instead of the actual downtime
in the month for each of those components. This shall be calculated using the reported
downtime for each problem type prefaced “HD” in the Local Failure section of the SLT report
produced in accordance with Annex A to the CCD Branch Network Service Description
(SVM/SDM/SD/0011). For the avoidance of doubt, all other provisions of the Agreement
shall continue to apply during any extension period.

46.4 Notwithstanding Clause 46.3, some of the Expiring Services have been extended and as
such the Expiring Services as at signature of CCN1600 shall be:

46.4.1 the Operational Business Change (Branch Change) Service, Branch Network
Service and CMT Service, due to expire on 31° March 2017; and.

46.4.2 the POLSAP Hosting Service, POLSAP Applications Support Service and support
for the Credence/MDM Service and the Salesforce Support Service, due to expire
on 318 March 2016.

The Expiring Services shall, unless terminated earlier in accordance with the provisions
of Clause 47, or extended in accordance with either the provisions of paragraph 10 of
Schedule E or using the Change Control Procedure, be provided for the period up to the
dates specified in Clause 46.4.1 and 46.4.2 above. For the avoidance of doubt, no Partial

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47.

4741

47.2

Termination Charge or Termination Charge shall be payable in relation to these Expiring
Services if they expire on the dates set out above.

Both Parties acknowledge that Post Office may request further extensions to the Expiring
Services. Both Parties agree to act reasonably in the event of any such request and any
associated negotiation of terms. In particular, Fujitsu Services agrees to mitigate its costs
of supply and stranded costs with respect to any further extension of the Expiring Services
to the extent that it is reasonably possible to do so having regard to, amongst other things,
the timing of any request relative to the expiry date of the Expiring Services.

Termination

Termination of whole Agreement

Post Office may at any time by notice in writing terminate this Agreement with effect from
the date of service of such notice or such later date as

may be specified therein if:

47.2.1 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

47.2.2 Fujitsu Services or the Guarantor, being an individual, or where Fujitsu Services
or the Guarantor is a firm, any partner or partners in that firm who together are
able to exercise direct or indirect control, as defined by Section 416 of the Income
and Corporation Taxes Act 1988, shall at any time become bankrupt or shall have
a receiving order or administration order made against him or shall make any
composition or arrangement with or for the benefit of his creditors, or shall make
any conveyance or assignment for the benefit of his creditors, or shall purport to
do so, or appears unable to pay or to have no reasonable prospect of being able
to pay a debt within the meaning of Section 268 of the Insolvency Act 1986 or he
shall become apparently insolvent within the meaning of the Bankruptcy
(Scotland) Act 1985 as amended by the Bankruptcy (Scotland) Act 1993 or any
application shall be made under any bankruptcy or insolvency act for the time
being in force for sequestration of his estate, or a trust deed shall be granted by
him for the benefit of his creditors; or any similar event occurs under the law of
any other jurisdiction; or

47.2.3 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 ofa 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

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47.3

474

475

476

47.2.4 any provision hereof other than Clause 47 expressly entitles Post Office to
terminate this Agreement; or

47.2.5 the circumstances in Clause 60.5 arise and either the obligation in question is not
capable of being performed again, or, if itis so capable, is not so performed again
within 30 days of written notice to Fujitsu Services specifying the obligation in
question and requiring it to be performed or within such other period as may be
requested by Fujitsu Services and agreed by Post Office, such agreement not to
be unreasonably withheld or delayed.

Post Office may at any time by notice in writing terminate this Agreement with effect from
the date of service of such notice or such later date as may be specified therein, if Fujitsu
Services is in material or persistent Default of any obligation under this Agreement (other
than a Default that gives the Post Office a right under Clause 47.11 to terminate Project
HNG-xX only) and:

47.3.1 such Default is capable of remedy and Fujitsu Services shall have failed to
remedy the Default within 30 days of written notice to Fujitsu Services specifying
the Default and requiring its remedy or within such other period as may be
requested by Fujitsu Services and agreed by Post Office, such agreement not to
be unreasonably withheld or delayed; or

47.3.2 such Default is not capable of remedy (and for the purposes of this Clause 47.2,
failure to comply with a timescale shall not of itself be considered a Default not
capable of remedy).

In the event that Project HNG-X is lawfully terminated by Post Office pursuant to
Clause 47.11.1, Post Office may at any time following such termination serve a notice in
writing on Fujitsu Services, following which Post Office shall have the right to terminate
this Agreement on at least six months’ notice, provided that in exercising such right Post
Office will not be able to terminate this Agreement prior to 1 April 2010.

Fujitsu Services may at any time by notice in writing to Post Office terminate this
Agreement with effect from the date of service of such notice or such later date as may
be specified therein, in the event of the material or persistent failure by Post Office to pay
Charges which have not been disputed by Post Office and Post Office shall have failed
to remedy such failure to pay within 30 days of written notice to Post Office specifying
such failure to pay and requiring its remedy or within such other period as may be
requested by Post Office and agreed by Fujitsu Services, such agreement not to be
unreasonably withheld or delayed.

In the event of any termination of this Agreement pursuant to Clause 47.1, Clause 47.2,
Clause 47.4, Clause 47.7 or termination of a Terminable Service pursuant to
Clause 47.10 or expiry of an Expiring Service, Post Office shall return the Infrastructure
or any part thereof (other than any part (a) in relation to which it has exercised the option
to acquire under Clause 48 and (b) (in the event of Partial Termination of a Terminable
Service or expiry of an Expiring Service) that is required for continuing Services or for a
Next Supplier), in which case Fujitsu Services shall at no additional cost to Post Office,
remove such parts of the Infrastructure as soon as reasonably practicable and shall make
good any damage to the Post Office Premises occasioned by such removal.

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47.7 Post Office shall only be permitted to exercise its rights pursuant to Clause 47.1.1 for

478

47.9

47.10

47.11

three months after each such change of control and shall not be permitted to exercise
such rights where Post Office has agreed in advance in writing to the particular change
of control and such change of control takes place as proposed. Fujitsu Services shall
notify Post Office in advance of any change of control taking place, if legally possible, or
if not so possible as soon as reasonably practicable, and in any event no later than one
month after such change of control taking place.

Post Office may terminate this Agreement for convenience on or after 1 April 2021 by
giving Fujitsu Services not less than twelve months’ notice. For the avoidance of doubt,
such notice may be given before 1 April 2021, but the Agreement may not terminate under
this Clause 47.7 before to 1April 2021. In the event of such notice being given, Post
Office shall on termination hereof pay to Fujitsu Services the Termination Charge
calculated in accordance with Schedule E.

Termination shall not prejudice or affect any right of action or remedy which shall have
accrued or shall thereafter accrue to either Party.

The provisions of Clauses 10.1.2, 25, 27, 30.19, 31 (to the extent applicable in respect of
the Transfer Services), 33.2, 34, 39.3, 43, 44, 47, 48, 50, 53, 56, 57, 59, 61, 62, 65, 67,
68, 69, 70, 71, 72, 75, the provisions of Schedules 1, D1, D5 and E, paragraphs 2.2.3.4
and 2.4 of Schedule B4.1 and paragraph 3.4 of Schedule D3 shall survive the termination
of this Agreement by Post Office or Fujitsu Services or the expiry of this Agreement.

Partial Termination

Post Office may in the manner and in the circumstances set out in this Clause 47.10
terminate the provision of one or more Terminable Services.

47.11.1 Market Testing

If entitled to terminate a Terminable Service under paragraph 4.3.3(b)(ii) of
Schedule D6, Post Office may, by giving Fujitsu Services not less than six months’
notice in writing, terminate that Terminable Service.

47.11.2 Convenience

(a) Post Office may terminate the provision of any Terminable Service on or
after the earliest date for termination or occurrence of the event required
for termination of that Service specified in Annex 1 to Schedule E by giving
Fujitsu Services not less than

(i) 3 months’ notice in writing (or 6 months’ notice in writing in the event of
termination of the Service Desk Service and 1 month’s notice in writing for
CMT Services) provided such notice is deemed duly given in accordance
with Clause 57.2 on or prior to 318t March 2017; or

(ii) 6 months’ notice in writing where such notice is deemed duly given in
accordance with Clause 57.2 on or after 1S April 2017, with the exception

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of the Operational Business Change (Branch Change) Service, which shall
require 3 months’ notice in writing.

In the event such notice is given a Partial Termination Charge shall be
paid by Post Office to Fujitsu Services upon such Partial Termination.
For the avoidance of doubt, it is noted that during the 6 months’ notice
period for the Service Desk Service, Post Office retains the option to
“ramp down’ the services, noting that it must take account of Post Office’s
and the Next Supplier's obligations (where relevant) to consult with any
staff potentially subject to transfer under the TUPE Regulations.

Post Office may terminate the provision of the CMT Service by giving
Fujitsu Services not less than:

(i) one month's notice in writing provided such notice is deemed duly
given in accordance with Clause 57.2 on or prior to 318 March 2017; or

(ii) 6 months’ notice in writing where such notice is deemed duly given in
accordance with Clause 57.2 on or after 1St April 2017.

No termination or compensation charge shall be payable to Fujitsu
Services in the event of such termination and the provisions of Schedules
D6 and E shall not apply in respect of the CMT Service.

Post Office may terminate the provision of the Superstock Service by giving
Fujitsu Services not less than twelve months’ notice in writing. No
termination or compensation charge shall be payable to Fujitsu Services in
the event of such termination and the provisions of Schedules D6 and E
shall not apply in respect of the Superstock Service.

Unless the Parties agree otherwise in the relevant CCN:

(i) Post Office may terminate the provision of any Service Integration
Service or Third Party Management Service introduced under the
Change Control Procedure after the date of signature of CCN1200
by giving not less than twelve months’ notice in writing; and

(ii) no termination or compensation charge shall be payable to Fujitsu
Services in the event of such termination and the provisions of
Schedules D6 and E shall not apply in respect of any such Service
Integration Service or Third Party Management Service.

(e) Post Office may terminate the provision of the Track and Trace
Despatch Report Cut-off monthly workaround (introduced in
CCN1627a as part of the Third Line Software Support Service)
by giving Fujitsu Services not less than one months’ notice in
writing. No termination or compensation charge shall be payable
to Fujitsu Services in the event of such termination and the
provisions of Schedules D6 and E shall not apply in respect of

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the Track and Trace Despatch Report Cut-off monthly
workaround.

Termination of Project HNG-X

47.12 Subject to Clause 47.11.3 at any time prior to HNG-X Initial Acceptance, Post Office may
terminate Project HNG-X:

47.12.1 by notice in writing, with effect from seven days after service of such notice or
such later date as may be specified therein, if Fujitsu Services is in material
Default of any obligation under this Agreement in relation to Project HNG-X (and
for the purposes of this Clause 47.11.1 only, “material Default’ includes any
persistent Default which by reason of its persistence has become material) and:

(a)

(b)

such Default is capable of remedy and Fujitsu Services shall have failed to
remedy the Default within 30 days of written notice to Fujitsu Services (i)
specifying that it is given pursuant to this Clause 47.11.1(a), (ii) giving
details of the Default and why it is considered to be material and (iii)
requiring its remedy, or within such other period as may be requested by
Fujitsu Services and agreed by Post Office, such agreement not to be
unreasonably withheld or delayed; or

such Default is not capable of remedy (and for the purposes of this
Clause 47.11.1, failure to comply with a timescale shall not of itself be
considered a Default not capable of remedy) and Post Office shall have
given written notice to Fujitsu Services (i) specifying that it is given
pursuant to this Clause 47.11.1(b) and (ii) giving details of the Default and
why it is considered to be material;

47.12.2 by notice in writing, specifying that it is given under this Clause 47.11.2, with effect
from 30 days from the service of such notice. In the event of notice being given
in accordance with this Clause 47.11.2, Post Office shall pay to Fujitsu Services
upon termination of Project HNG-X the HNG-X Termination Charge.

47.11.3 Post Office shall not be entitled to exercise its right of termination of the HNG-X
Project under Clause 47.11.2 of the Agreement prior to 30th April 2010. If HNG-X
Initial Acceptance has not occurred by 30th April (which allows for a period of 4
weeks following the planned initial Acceptance Date of 2nd April 2010) then Post
Office may exercise its right of termination of the HNG-X Project under clause
47.11.2 at any time after 30th April 2010.

47.13 Notwithstanding the termination of Project HNG-X in accordance with Clause 47.11:

47.13.1 the Services shall continue to be provided using the Infrastructure until such time
that this Agreement expires in accordance with Clause 46 unless the Agreement
is terminated earlier in accordance with the other provisions of this Clause 47;

and

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47.14

47.15

47.16

47.17

47.13.2the Associated Change Activities shall be implemented in accordance with
Clause 6 and any remaining Associated Change Development and hardware and
software procurement required for such implementation specified in Schedule BS
shall be paid for by Post Office in accordance with Schedules D7 and D8 (as
applicable).

If Project HNG-X is terminated under:

47.14.1 Clause 47.11.1 or Clause 47.15 (but only as a consequence of the Agreement
terminating pursuant to Clauses 47.1 or 47.2), then Fujitsu Services shall at its
own cost reinstate the Horizon Applications to those Branches in which the
Business Capabilities and Support Facilities have been rolled out; or

47.14.2Clause 47.11.2 or Clause 47.15 (but only as a consequence of the Agreement
terminating pursuant to Clauses 47.4 or 47.7), then Fujitsu Services shall
reinstate the Horizon Applications to those Branches in which the Business
Capabilities and Support Facilities have been rolled out. Fujitsu Services’
charges for such reinstatement shall be paid by Post Office and shall be an
amount equal to Fujitsu Services’ costs multiplied by 100 and divided by 78,
provided that such costs are subject to verification under the Open Book
procedure.

If at the date upon which Project HNG-X is terminated in accordance with Clause 47.11,
the move of Data Centres to Fujitsu Services’ premises has been completed, such move
will not be reversed following termination in order that the Services may continue to be
provided using the Data Centres located at Fujitsu Services’ premises. To the extent that
prior to termination of Project HNG-X Data Centre equipment has been put in place and
which relate only to the HNG-X Service Infrastructure, such equipment shall be
decommissioned following termination and the costs of such decommissioning shall be
borne by either Party in accordance with Clause 47.13.

If, for any reason, Post Office or Fujitsu Services gives notice to terminate this Agreement
prior to HNG-X Initial Acceptance, Project HNG-X shall terminate, subject to Clause
47.16, two weeks after the date of service of such notice, unless the Parties agree
otherwise in accordance with the Change Control Procedure. Any notice purporting to
terminate Project HNG-X given after notice to terminate the Agreement has been given
shall be deemed to be invalid and of no effect. If notices to terminate the Agreement and
Project HNG-X are given on the same day, the notice to terminate Project HNG-X shall
be deemed to have been given first.

If Project HNG-X is terminated in accordance with Clause 47.15, Fujitsu Services shall,
where the Business Capabilities and Support Facilities have been rolled out in Branches,
continue to provide the HNG-X Services using the Business Capabilities and Support
Facilities in those Branches until the Horizon Applications have been reinstated in
accordance with Clause 47.13.

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48. Rights on termination and expiry of this Agreement, Partial Termination, expiry of

an Expiring Service and termination of Project HNG-X

48.1 In the event of termination or expiry of this Agreement, or termination of Project HNG-X
or, any Terminable Service for any reason whatsoever, or the expiry of any Expiring
Service, Post Office shall, without prejudice to Post Office's other rights and remedies but
subject to payment of all sums due and payable to Fujitsu Services up to the date of
termination or (if applicable) expiry, have the option (subject to Clause 48.2.3),
exercisable in the applicable period referred to in the General Exit Plan or HNG-X Exit
Plan (as applicable), to acquire from Fujitsu Services or to require Fujitsu Services to
permit the Next Supplier to acquire from it, in consideration of the Transfer Payment the
Project Assets which shall comprise:

48.1.1 any or all of the hardware that is comprised within the Infrastructure and/or that:
(a) _ is being used; or
(b) had previously been used in Branches and is no longer being used (other

than any such hardware that is no longer being used because it was
replaced by spare, upgraded or alternative equipment),
in each case in connection with the performance of the Services (other than
where such hardware is either (i) not owned by Fujitsu Services or any of its
subsidiary companies or (ii) those shared elements of the Infrastructure referred
to in Clause 35.3); and

48.1.2 the right to require that Fujitsu Services shall assign or novate, or (if assignment
or novation is not possible) arrange for the benefit thereof to be transferred, in
favour of Post Office or to any person as may be designated for the purpose by
Post Office any sub-contracts, equipment rental or lease agreements and all
other agreements (other than employment agreements and agreements in
relation to Third Party Software, Third Party Items or Non-standard Third Party
Materials) entered into by Fujitsu Services which are necessary to the
performance of the Services as Post Office may designate,

provided that, if termination is in respect of Project HNG-X or a Terminable Service rather

than the entire Agreement, the above provisions shall apply only to those Project Assets

(or, in the case of agreements, that part thereof) that are not reasonably required by

Fujitsu Services for the provision of any continuing Services under this Agreement.

48.2 Notwithstanding the generality of Clause 48.1 Post Office agrees:

48.2.1 only to exercise its rights under such Clause to the extent that the relevant Project
Assets apply to, and are required for the provision or receipt of the Services or
Terminable Services that are the subject of the termination or expiry or are
otherwise to be provided pursuant to Schedule E (including, for the avoidance of
doubt, the Exit Plan);

48.2.2 the rights provided for in Clauses 48.1 shall not apply to the Superstock Solution;
and

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48.3

48.4

48.5

48.6

48.2.3 in the case of Partial Termination of the Engineering Service, that it shall acquire
or shall ensure that the Next Supplier acquires from Fujitsu Services all of the
Project Assets referred to in Clause 48.1.1 that relate to the Engineering Service
comprising the Counter Equipment used in Branches up to the network
connection sockets in each Branch, as well as spare Counter Equipment held by
Fujitsu Services intended for such use.

In the event that Post Office exercises any of the options in Clause 48.1 or Clause 48.2.3
applies, Post Office shall pay to Fujitsu Services on completion of such option or, in the
case of Clause 48.2.3, such acquisition, a sum equal to the Transfer Payment. If Post
Office exercises the option in Clause 48.1 in respect of any Partial Termination or in
respect of termination of Project HNG-X or in respect of the expiry of an Expiring Service
or Clause 48.2.3 applies, the Project Assets acquired by it shall cease to form part of the
Infrastructure and this Agreement shall be amended accordingly as provided in Schedule
E.

In the event that this Agreement expires or is terminated, an Expiring Service expires or
a Terminable Service is terminated as provided for herein:

48.4.1 Fujitsu Services shall return to Post Office all Property of the Royal Mail Group in
the possession of Fujitsu Services that is not required for the provision of any
continuing Services under this Agreement.

48.4.2 Fujitsu Services shall, after being given notice of termination, or on the expiry of
the Agreement or expiry of an Expiring Service 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 set out at paragraph
12 of Schedule D1.

48.4.3 Upon termination or expiry, Post Office shall be entitled to offer employment (or
an agreement for services with Post Office) to any employee or sub-contractor
(being an individual) (“Worker”) of Fujitsu Services who has during the six months
prior to such offer been involved for at least 75 percent. of his contracted working
time in performing Fujitsu Services’ obligations under this Agreement which are
the subject of the termination or expiry. Fujitsu Services agrees that if that Worker
accepts such offer Fujitsu Services shall release that Worker from any breach of
contract with it (other than in relation to such person's obligations of confidentiality
and notice of termination) which such acceptance may otherwise involve.

All the assets to be acquired pursuant to the exercise by Post Office of its option under
Clause 48 shall be acquired and any software, documents materials or other things
provided by Fujitsu Services pursuant to the licences granted under Clauses 48.8 to 48.13
shall be provided "as is", but (apart from such licences) free from encumbrances and the
Parties agree that all express and implied warranties and conditions relating to such
assets are excluded to the full extent permitted by law.

The Parties have agreed to populate the CCD entitled “Transfer Asset Register’
(COM/MGT/REP/0001) with details of all Software data, tools, utilities, documentation

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and other items necessary to perform the Services and run the Applications (and to
indicate those that relate exclusively to a Terminable Service or Expiring Service and
those that are shared between one Terminable Service or Expiring Service and another
Service or Services), and to agree, in accordance with the guidance contained in that
CCD, the most appropriate treatment of such item. Notwithstanding any other provision
of this Agreement, the categorisation and proposed treatment of such items agreed in
that CCD shall take precedence over Clause 48.13 which shall be deemed superseded
by such CCD when agreed by the Parties.

48.7 In the event that:
48.7.1 a Terminable Service is terminated pursuant to Clause 47.10.1 or 47.10.2; or
48.7.2 this Agreement expires or is terminated as provided for herein (other than by
Fujitsu Services pursuant to Clause 47.4),or
48.7.3 an Expiring Service expires pursuant to Clause 46.3 and 46.4,
the provisions of Clauses 48.8 to 48.13 (inclusive) shall apply, provided that where
termination is in respect of a Terminable Service or expiry is in respect of an Expiring
Service rather than the entire Agreement, those Clauses shall apply only to that Service
and any software, documents and materials that were used in the provision or receipt of
that Service.
48.8 Subject to:
48.8.1 the payment of the Termination Charge in the case of termination of the
Agreement by Post Office pursuant to Clause 47.7;
48.8.2 the payment of the Partial Termination Charge in the case of Partial Termination
by Post Office pursuant to Clause 47.10.2; and
48.8.3 in all cases, Clause 48.9,
Fujitsu Services shall grant to Post Office a non-exclusive, perpetual, irrevocable licence
to use, modify, adapt, enhance and develop all documents, software or other materials or
things in which Fujitsu Background IPRs vest that:
48.8.4 exist at the date of termination or expiry;
48.8.5 Post Office has the right to use at the date of termination or expiry in the receipt
of the Relevant Services; and
48.8.6 are reasonably necessary for the purposes ("Background IPR Purposes") of Post
Office making use of the Project Assets transferred to it under Clause 48.1 and
the rights granted to it under Clauses 29 and 30 in respect of Post Office
Foreground IPR and Licensed IPR (including, without limitation, any Fujitsu
Background IPRs relating to (i) the configuration of the Project Assets, Post Office
Foreground IPR or Licensed IPR or (ii) the configuration of the Project Assets,
Post Office Foreground IPR or Licensed IPR with any other assets used by
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48.9

48.10

Fujitsu Services at the date of termination or expiry in the provision of the
Relevant Services).

Post Office shall not use, modify, adapt, enhance or develop any document, software or
other material or thing licensed to it under this Clause 48.8 for any purpose other than the
Background IPR Purposes. Post Office shall be entitled to grant sub-licences of its rights
under this Clause to third parties, other than those whose use of Fujitsu Background IPR
is not for the purposes of providing services to Post Office for Post Office’s business,
provided that such third parties shall have entered into an Agreed Form NDA.

In the event that Fujitsu Services is able to demonstrate to the reasonable satisfaction of
Post Office, that a document, piece of software or other material which would be (but for
this Clause) the subject of the licence granted under Clause 48.8 is made generally
available by a member of the Fujitsu Services Group and licensed by that member on
commercial terms to at least two other third parties, then Fujitsu Services shall grant a
licence or procure that a licence is granted to Post Office of that document, software or
material on terms (including the amount of any royalty or fee) which are no less favourable
to Post Office than the commercial terms in place with any such third parties. In all other
respects the licence granted pursuant to Clause 48.8 shall be royalty-free.

Subject to:

48.10.1 the payment of the Termination Charge in the case of termination of the
Agreement by Post Office pursuant to Clause 47.7;

48.10.2 the payment of the Partial Termination Charge in the case of Partial Termination
by Post Office pursuant to Clause 47.10.2; and

48.10.3 in all cases, Clauses 48.11 and 48.12,
Fujitsu Services shall:

48.10.4to the extent that any software, documents or other materials in which the
Intellectual Property Rights are owned by a third party (other than Third Party
Items and Horizon Third Party Software) are used by the Parties (or which the
Parties have the right to use) at the date of termination or expiry to provide or
receive the Relevant Services over the Horizon Service Infrastructure using the
Horizon Applications, use reasonable endeavours to procure that Post Office is
granted the rights to use such software, documents or materials on normal fair
and commercial terms; and

48.10.5 in respect of the HNG-X Service Infrastructure and Business Capabilities and
Support Facilities, in the event that Post Office consented to the use of Non-
standard Third Party Material which is used by the Parties (or which the Parties
have the right to use) at the date of termination or expiry to provide or receive the
Relevant Services and the Parties could not obtain the rights referred to in
Clause 30.10 at the time intended by that Clause, use reasonable endeavours to
procure that Post Office is granted the rights to use such Non-standard Third
Party Material.

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48.11

48.12

48.13

In the case of both Clause 48.10.4 and Clause 48.10.5:

48.11.1 the use of reasonable endeavours by Fujitsu Services shall include without
limitation, jointly approaching the relevant third party with Post Office or providing
reasonable assistance to Post Office in its negotiations with such third party;

48.11.2 Fujitsu Services shall not be obliged to pay any licence fees or incur any other
external costs or expenses in relation to such assistance or negotiations; and

48.11.3 Fujitsu Services shall use reasonable endeavours to obtain rights of use which
are non-exclusive and on such terms which do not detract from Post Office's or
the Next Supplier's ability to provide Replacement Services.

Where this Agreement terminates prior to the occurrence of Trigger Point T6 (Counter
Application Rollout Complete), the applicable provisions of paragraph 2 of Schedule B4.1
shall apply in respect of the Escher Upgrade Software.

Without limiting the generality of Clause 48.8, the licences granted pursuant to that
Clause shall permit use by all members of the Royal Mail Group and End Users and,
subject to Clause 48.6, shall pertain to the versions of all software, tools, utilities,
documentation and other materials that are then in use by Fujitsu Services in the provision
of the Relevant Services and Fujitsu Services shall deliver one copy of each of such to
Post Office promptly following the date of termination (including an up-to-date copy of
archive and back-up versions of any software), provided that where Fujitsu Services is
unable to provide any such version of software, tools or utilities it shall provide Post Office
with the then commercially available version of such software, tools and utilities.

Interface Costs

48.14

Fujitsu Services shall bear or Post Office shall pay to Fujitsu Services the Interface Costs
arising in connection with any Partial Termination in accordance with the provisions of
Schedule E.

Termination Charge Credit

48.15

48.16

The provisions of CCN 1246 relating to credits due to Post Office upon termination or
expiry of the Agreement shall apply upon termination or expiry of this Agreement.

The provisions of CCN 1268 relating to: unspent sums under, or the failure by the Parties
to enter into, the new business (as stated at paragraph 10.10 of Schedule D1 as
introduced by CCN 1268); and release of Fujitsu Services from further liability in relation
to the credits (as stated at paragraph 6.7 of Schedule D1 as introduced by CCN 1268),
in each case as at termination or expiry of the Agreement and/or Project HNG-X, shall
apply upon termination or expiry of this Agreement or (as the case may be) Project HNG-
x.

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PART H: GENERAL
49. Additional Resources

50.

51.

52.

53.

54.

In the event that the Services are not provided in accordance with all applicable provisions
hereof as a result of the Default of Fujitsu Services, Fujitsu Services shall, at the request
of Post Office and without prejudice to Post Office's other rights and remedies, arrange
all such additional resources as are reasonably necessary to correct the said failure as
early as practicable thereafter and at no additional charge to Post Office.

Recovery of Sums Due

If any sum of money shall be due from Fujitsu Services under this Agreement, the same
may be deducted from any sum then due or which at any time thereafter may become
due to Fujitsu Services under this Agreement. There shall be no other right of set-off or
deduction in respect of sums due to Fujitsu Services under this Agreement.

Authority and Approval

Fujitsu Services warrants and represents that it has full capacity and authority and all
necessary consents (including but not limited to, where its procedures so require, the
consent of its Parent Company) to enter into and to perform this Agreement and that this
Agreement is executed by a duly authorised representative of Fujitsu Services.

Statements and Representations

Fujitsu Services warrants and represents that all statements and representations made
to Post Office in connection with tendering for and entering into this Agreement or CCN
1200 were, to the best of its knowledge, information and belief, true and accurate at the
time of making such statements and representations and that, from the date of execution
hereof, it will advise Post Office of any fact, matter or circumstance of which it may
become aware which would render any such statement or representation to be false or
misleading.

Disclaimer of Implied Terms

Except as expressly stated in this Agreement, all terms, warranties and conditions,
whether express or implied by statute, common law or otherwise (including but not limited
to satisfactory quality and fitness for purpose) are hereby excluded to the extent permitted
by law.

Waiver

No forbearance or delay by any Party in enforcing its rights will prejudice or restrict the
rights of that Party, subject to the express timescales set out herein, and no waiver of 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

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55.

55.2

55.3

56.

56.1

56.2

56.3

56.4

Relationship of Parties

Post Office shall control the rights for using and marketing the Services provided in
Branches. Fujitsu Services shall have no control over the use or marketing of the
Services.

Except as otherwise agreed from time to time between Post Office and Fujitsu Services,
Post Office will retain control itself of its critical business processes and relationships,
such as:

55.2.1 customer interface, including quality of service (such as queuing time and other
customer charter measures) to its customers, network format, location of offices
and service standards;

55.2.2 contractual relationships with Agents;

55.2.3 contractual relationships with its clients;

55.2.4 policy control of its network;

55.2.5 its reconciliation, settlement and key infrastructure support processes;

55.2.6 its relationship with its suppliers; and

55.2.7 its product and service design.

Fujitsu Services’ and its subcontractors’ contacts with Agents shall be arranged only via
Post Office.

Publicity

No public announcement or public circular (including a media release) relating to the
subject matter of this Agreement will be made unless it has first been agreed between the
Parties in writing. This restriction shall not apply to any announcement intended solely for
internal distribution by the Party in question or any disclosure required by any legal,
accounting or regulatory requirement.

Each Party shall take all reasonable steps to ensure the observance of the provisions of
Clause 56.1 by all its employees, agents, consultants and sub-contractors.

Fujitsu Services shall have no right to use the brand or logo of any Royal Mail Group
member without Post Office's prior written consent. Fujitsu Services shall have no right to
use the brand or logo of any part of Post Office without Post Office's prior written consent.

Fujitsu Services shall do nothing to injure such logos and brands or the reputation of Post
Office and, if it uses such brands or logos, it shall take all reasonable steps to 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.

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56.5 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.

57. Communications & Notices
57.1 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 EMAIL TELEPHONE
TITLE OF INDIVIDUAL NO.
Post Office Limited Finsbury Dials,
1st Floor, 20,
Finsbury Street,
London, EC2Y
9AQ
For the attention of:
Contract Manager (FS)
Fujitsu Services Limited Lovelace Road, Garry.Stewart I G RO ;
Bracknell, : :
Berkshire, Sommerer
RG12 8SN

For the attention of:
Director of Delivery

Post Office Account
Fujitsu Services Limited

Provided that a Party may change its notice details on giving notice to the other Party of
the change in accordance with this Clause.

57.2. Any notice given under this Agreement in accordance with Clause 57.1 shall, in the
absence of earlier receipt, be deemed to have been duly given as follows:

57.2.1 if delivered personally, on delivery;

57.2.2 if sent by first class post, two clear Working Days after the date of posting;
57.2.3 Notice may also be supportedby email

provided that in each case where delivery by hand or by facsimile occurs after 6.00 p.m.

on a Working Day or on a day which is not a Working Day, service shall be deemed to
occur at 9.00 a.m. on the next following Working Day.

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58.

58.1

58.2

58.3

58.4

58.5

59.

Transfer and Sub-Contracting

This Agreement is personal to Fujitsu Services. Fujitsu Services shall not assign, novate,
sub-contract or otherwise dispose of this Agreement or any part thereof without the
previous written consent of Post Office.

Subject to Clause 58.5 Post Office hereby consents to Fujitsu Services having
subcontracted its obligations specified in Schedule C2 to the respective sub-contractors
specified therein. Additional or substitute sub-contractors may be approved from time to
time in accordance with Clause 58.1 after the date hereof, in which case Schedule C2
shall be amended accordingly. Notwithstanding any sub-contracting permitted in this
Agreement, Fujitsu Services shall remain primarily responsible for the acts and omissions
of its sub-contractors committed by them in the course of performing or purporting to
perform any of Fujitsu Services' obligations on Fujitsu Services’ behalf as though such
acts or omissions were its own.

Post Office shall be entitled to assign, novate or otherwise dispose of its rights and
obligations under this Agreement or any part thereof (including, where appropriate,
requiring the grant by Fujitsu Services or its licensors of a direct licence of any Software
other than Third Party Software, and requiring Fujitsu Services to use all reasonable
endeavours to procure the grant of a direct licence or obtain consent to the transfer of the
sub-licence of any Third Party Software) to any other body which performs any of the
functions that previously had been performed by Post Office, provided that any such
assignment, novation or other disposal shall not increase the burden of Fujitsu Services’
obligations pursuant to this Agreement.

Post Office shall be entitled to disclose, to the extent necessary for the purposes of this
Agreement, to any transferee any Confidential Information of Fujitsu Services which
relates to the performance of the Services by Fujitsu Services. In such circumstances
Post Office shall authorise the transferee to use such Confidential Information only for
purposes relating to the performance of the Services and for no other purposes and, for
the avoidance of doubt, the transferee shall be bound by the confidentiality undertaking
contained herein in relation to such Confidential Information.

The consent referred to in Clause 58.2 and any approval which may be granted in respect
of additional or substitute sub-contractors pursuant to Clause 58.2 is provided, and shall
be granted (as the case may be), on the understanding that Fujitsu Services shall keep
Post Office informed of the general nature and scope of the work to be sub-contracted
and the duration of the relevant sub-contracts (such information to be recorded in
Schedule C2) and shall consult with Post Office prior to amending or supplementing such
arrangements or commitments and shall take account of all reasonable requests and
comments that Post Office shall make in connection therewith.

Non-Solicitation

Subject to Clause 48.4.3, neither Party shall during the currency of the Agreement or for
a period of six months thereafter without the written permission of the other (not to be
unreasonably withheld) either on its own account or for any other person, firm or
undertaking either directly or indirectly knowingly solicit or entice away from the other (the

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59.2

59.3

59.4

60.

60.1

60.2

"Previous Employer") any Key Individual who is then or shall have been in the previous
three months either:

59.1.1 an employee of the Previous Employer; or

59.1.2 engaged by the Previous Employer as a contractor performing the services of
such an employee.

In the event that such Key Individual is employed or engaged by the other Party with the
agreement of the other Party (such agreement to include without limitation agreed transfer
of work and associated staff between the Parties during the term of the Agreement) or
after redundancy from the Previous Employer, the Previous Employer shall not (unless
agreed otherwise) be paid any sum by the other Party by way of compensation.

If either Party is in breach of this condition that Party will pay to the other Party by way of
liquidated damages and not by way of penalty the Solicitation Fee.

Nothing in this Clause 59 is intended to prevent or frustrate the right of any individual to
seek employment as he thinks fit.

Force Majeure

For the purposes of this Agreement the expression "Force Majeure" shall mean any cause
affecting the performance by a Party hereto of its obligations arising from acts, events,
omissions, happenings or non-happenings beyond its reasonable control including (but
without limiting the generality thereof) (i) Governmental Regulations (subject to
Clause 60.7), (ii) fire, (iii) flood, or (iv) any disaster or an industrial dispute affecting a third
party. Any act, event, omission, happening or non-happening will only be considered
Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable
precautions of the affected Party, its agents or employees, and only if a substitute third
party is not reasonably available (having regard, without limitation, to the cost and quality
of such substitute) to perform the affected obligation. In no event shall any fraudulent act
or omission by any third party or Party in relation to the Services for which Fujitsu Services
is liable under Clause 43.1 constitute a Force Majeure event.

Neither Party hereto shall in any circumstances be liable to the other Party hereto for any
loss of any kind whatsoever including but not limited to any damages or abatement of
Charges whether directly or indirectly caused to or incurred by the other Party by reason
of any failure or delay in the performance of its obligations under this Agreement which is
due to Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable
endeavours to continue to perform, or resume performance of, such obligations under
this Agreement for the duration of such Force Majeure event. In the case of any such
failure or delay on the part of Fujitsu Services, the Parties shall agree 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.

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60.3

60.4

60.5

60.6

60.7

61.

61.1

If Fujitsu Services shall become aware of circumstances of Force Majeure which give rise
to or which are likely to give rise to any such failure or delay on its part it shall forthwith
notify Post Office within one Working Day and shall inform Post Office of the period which
it is estimated that such failure or delay shall continue. If Post Office shall become aware
of circumstances of Force Majeure which give rise to any such failure or delay on its part,
it shall forthwith notify Fujitsu Services within one Working Day and shall inform Fujitsu
Services of the period which it is estimated that such failure or delay shall continue.

It is expressly agreed that any failure by Fujitsu Services to perform, or any delay by
Fujitsu Services in performing, its obligations under this Agreement which results from
any failure or delay in the performance of its obligations by any person, firm or company
with which Fujitsu Services shall have entered into any contract, supply arrangement or
sub-contract or otherwise shall be regarded as a failure or delay due to Force Majeure
only in the event that such person firm or company shall itself be prevented from or
delayed in complying with its obligations under such contract, supply arrangement or sub-
contract or otherwise as a result of circumstances of Force Majeure and there is no
substitute person, firm or company reasonably available (having regard, without
limitation, to the cost and quality of such substitute) to perform the affected obligation.

If any Force Majeure event prevents any Party from performing its obligations hereunder
for a period in excess of 90 consecutive days, Post Office may after consulting with Fujitsu
Services and taking into account Fujitsu Services' views, terminate this Agreement in
accordance with Clause 47.1.5.

Extension of Time

If the performance of this Agreement by either Party is delayed by reason of any Force
Majeure event (as defined in Clause 60.1), both Parties shall be entitled to a reasonable
extension of time subject to there being no entitlement to any additional costs or expenses
incurred as a result of the delay. The Party so delayed shall notify the other Party in writing
within one Working Day of becoming aware of the Force Majeure event.

Political Risk

Notwithstanding the provisions of Clauses 60.1 to 60.5, a change of, or new,
Governmental Regulation:

60.7.1 shall not entitle Post Office to terminate this Agreement under Clause 60.5, and
any such purported termination shall be treated as a termination for convenience
in accordance with Clause 47.7; and

60.7.2 shall not require Fujitsu Services to perform any additional obligations, or any
reduced or modified obligations resulting in increased cost to Fujitsu Services,
without its agreement in accordance with the Change Control Procedure.

Confidentiality

Without prejudice to the application of the Official Secrets Acts 1911 to 1989 (where
relevant) to any Confidential Information Fujitsu Services acknowledges that any

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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.

61.2 Each Party agrees to keep confidential, and not to disclose to anyone else, Confidential

Information.

Notwithstanding the above, any Party may disclose Confidential Information:

61.2.1 if and to the extent required by law;

61.2.2 if and to the extent that the other Party has given prior written consent to the
disclosure;

61.2.3 to its professional advisers;

61.2.4 to the extent requested by H.M. Government;

61.2.5 if and to the extent that the Confidential Information is in the public domain or falls
into the public domain without breach of any applicable confidentiality obligation
(including this Clause);

61.2.6 to Royal Mail Group;

61.2.7 to Fujitsu Services Holdings Plc, Fujitsu Services Limited or its Parent
Companies;

61.2.8 to Fujitsu Services' approved sub contractors as listed in Schedule C2;

61.2.9 if and to the extent reasonably necessary to be disclosed for the purpose of
arranging and maintaining funding generally for Fujitsu Services Holdings Plc or
Fujitsu Services;

61.2.10which is in the possession of the receiving Party without restriction in relation to
disclosure before the date of receipt from the disclosing Party;

61.2.11which is received from a third party who lawfully acquired it and who is under no
obligation restricting its disclosure;

61.2.12which is independently developed without access to the Confidential Information;

61.2.13as may be required or permitted by paragraph 2.9 of Schedule A4;

61.2.14if and to the extent permitted under paragraphs 5.5 or 6.5 of Schedule D6 (as
applicable), to any bona fide potential sub-contractor or replacement provider (as
applicable) for the purposes of Competitive Tendering;

61.2.15to a person listed in a CCD if and to the extent that person is an approval authority
for or otherwise permitted access under the relevant CCD to the relevant
Confidential Information; or

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61.4

61.2.16subject to, and in accordance with, paragraph 10 of Schedule B1.2, to any
member of the SIP.

From the date of signature of CCN 1400, notwithstanding any other provision of this
Agreement, Post Office shall be entitled to use Confidential Information and disclose
Confidential Information to:

(i) bona fide potential Next Suppliers to the extent that such disclosure is reasonably
required to comply with the Public Contracts Regulations 2006 (in particular
without limitation Regulation 4(3) of the Public Contracts Regulations 2006) to
enable any bona fide potential Next Suppliers to prepare a reasonably detailed
tender proposal to Post Office and carry out due diligence; and/or

(ii) Next Suppliers to the extent such disclosure is reasonably required to effect
transition and implementation,

Post Office shall ensure that prior to any Confidential Information being disclosed to any
such bona fide potential Next Suppliers and/or Next Suppliers, such potential bona fide
potential Next Suppliers and/or Next Suppliers shall enter into an Agreed Form NDA and
shall immediately inform Fujitsu Services if it has reason to believe that the bona fide
potential Next Suppliers and/or Next Suppliers is in breach of the undertakings contained
in that confidentiality agreement. The Parties hereby agree that (other than as required by
law):

61.4.1 each Party (and any person employed or engaged by it in connection with this
Agreement in the course of such employment or engagement) shall only use
Confidential Information of the other Party for the purposes of this Agreement;

61.4.2 each Party receiving Confidential Information from the other Party shall take all
necessary precautions to ensure that no Confidential Information of the other
Party is used other than for the purposes of this Agreement by the receiving
Party's employees, servants, agents or sub-contractors including, without
limitation, obtaining from any such agent or sub-contractor a signed confidentiality
undertaking on substantially the same terms as are contained in this Clause; and

61.4.3 without prejudice to the generality of the foregoing:

(a) neither Fujitsu Services nor any person engaged by Fujitsu Services
(whether as an employee, consultant or otherwise) shall use the
Confidential Information of Post Office for the solicitation of business from
any third party or away from Post Office; and

(b) I Post Office may discharge the obligation imposed on it by Clause 61.4.2
to obtain signed confidentiality undertakings, in so far as such Clause
relates to individuals who are provided to the Post Office to perform the
tasks of Post Office employees under a framework resource agreement
(“Framework Agreement”) with a third party (such individuals being
referred to in this Clause as “Contractors”) by including within such
Framework Agreement:

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61.6

61.7

(i) an obligation of confidentiality in respect of Fujitsu Services’
Confidential Information which shall be binding on such third party
and each Contractor and continue in effect until at least three years
after the Framework Agreement is terminated or expires; and

(ii) a provision requiring all of Fujitsu Services’ Confidential Information
held by each Contractor in tangible form to be returned to the Post
Office, and all such information held in electronic form to be
irretrievably deleted or destroyed, on termination or expiry of that
Contractor's assignment.

In the event that Confidential Information is disclosed by any Party to its professional
advisers, that Party shall procure that its professional advisers comply with the restrictions
contained in this Clause, mutatis mutandis.

Nothing in this Clause 61 shall restrict the Post Office from using, or disclosing to a third
party for use on its behalf, documents or materials (including, without limitation, project
plans and documentation, architecture and design documents, requirements statements,
specifications and other preparatory materials) in which it owns, or has the right to grant
a licence to a third party of, any Intellectual Property Rights pursuant to this Agreement,
provided that:

61.6.1 it shall not disclose to a third party any parts of such documents that contain the
prices, pricing methodologies or trade secrets of Fujitsu Services; and

61.6.2 itshall not disclose any Listed Documentation, Fujitsu Developed Documentation,
Fujitsu Background IPR or Third Party Items (excluding any Third Party Items, the
Intellectual Property Rights in which are required to be assigned to Post Office
pursuant to Clause 29) to any third party unless it has entered into a confidentiality
agreement with that third party which:

(a) _ is enforceable against that third party by Fujitsu Services;

(b) provides Fujitsu Services with no less favourable protections than this
Clause 61; and

(c) restricts the use and (if applicable) modification of that Listed
Documentation, Fujitsu Developed Documentation, Fujitsu Background
IPR or Third Party Item by that third party to that contemplated by Clause
30.

This Clause 61.6 shall not apply in respect of Horizon Design Documentation, the
permitted use and disclosure of which shall be governed by Clause 30.15.

Nothing in this Clause 61 shall prevent Fujitsu Services or Post Office from using data-
processing techniques, ideas and know-how gained during the performance of this
Agreement in the furtherance of its normal business, to the extent that this does not relate
to a disclosure of Confidential Information or an infringement by Post Office or Fujitsu
Services of any Intellectual Property Right.

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62.

63.

63.1

63.2

64.

65.

66.

66.1

66.2

67.

67.1

Remedies Cumulative

Except as otherwise expressly provided in this Agreement, all remedies available to
Fujitsu Services or to Post Office for breach of this Agreement are cumulative and may
be exercised concurrently or separately and the exercise of any one remedy shall not be
deemed an election of such remedy to the exclusion of other remedies.

Discrimination

Fujitsu Services shall not unlawfully discriminate within the meaning and scope of any
law, enactment, order, regulation or other similar instrument relating to discrimination
(whether in relation to race, gender, religion or otherwise) in employment.

Fujitsu Services shall take all reasonable steps to ensure the observance of the provisions
of Clause 63.1 by all employees, agents and consultants of Fujitsu Services and all sub-
contractors.

Export

For the purpose of this Agreement only, Post Office confirms that no hardware, software
or documentation provided to Post Office pursuant to this Agreement nor their direct
product(s) will be exported by Post Office unless in accordance with any appropriate UK
Government export licensing controls.

VAT

All sums payable under this Agreement are stated exclusive of VAT. Where VAT is
properly chargeable by either Party in respect of any taxable supply, the other Party shall
pay to the first-mentioned Party an amount equal to the amount of any VAT chargeable
in respect of the supply in question (subject to the production by the first-mentioned Party
of a valid tax invoice giving the requisite details of the taxable supply).

Guarantee

Fujitsu Services undertakes that its obligations hereunder are and will continue to be
effectively guaranteed by the Fujitsu Guarantees until 31st March 2015. For the period
from 1st April 2015 to 31st March 2023, Fujitsu Services undertakes that its obligations
hereunder will continue to be effectively guaranteed by Fujitsu Services Holdings pic
under the Fujitsu Services Holdings plc guarantee dated 31 December 2002 (as
amended). The guarantee given by Fujitsu Limited shall lapse on 31st March 2015. The
guarantee given by Fujitsu Services Holdings plc shall lapse on 31st March 2023.

Breach of Clause 66.1 shall constitute a Default not capable of remedy.
Interpretation
As used in this Agreement:

67.1.1 the terms and expressions set out in Schedule 1 shall have the meanings
ascribed therein;

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67.3

67.4

67.5

67.1.2 the masculine includes the feminine and the neuter;
67.1.3 the singular includes the plural and vice versa; and

67.1.4 unless stated otherwise or the context requires otherwise, any reference within
any Schedule, CCD or CRD to an Annex, Attachment, Section or Paragraph is to
the relevant annex, attachment, section or paragraph of that Schedule, CCD or
CRD.

Areference to any statute, enactment, order, regulation or other similar instrument shall
be construed as a reference to the statute, enactment, order, regulation or instrument as
amended by any subsequent statute, enactment, order, regulation or instrument or as
contained in any subsequent re-enactment thereof. The preceding sentence shall be
without prejudice to any rights under Clause 60.7 and any rights Fujitsu Services may
have under Schedule A4 to charge Post Office for the cost of compliance with any such
subsequent statute, enactment, order, regulation or instrument or subsequent re-
enactment thereof.

Headings are included in this Agreement for ease of reference only and shall not affect
the interpretation or construction of this Agreement.

References in this Agreement to Clauses, Annexes and Schedules are, unless otherwise
provided, references to the clauses of, and annexes and schedules to, this Agreement
(and the Schedules and Annexes form part of this Agreement). References to CCDs and
CRDs are to the documents agreed as such from time to time
Subject to Clauses 67.6 and 67.7, in the event and to the extent only of any conflict or
inconsistency between provisions of this Agreement, the following order of precedence
shall apply:
67.5.1 in the period between the Amendment Date and HNG-X Final Acceptance:

(a) the Clauses and Schedule 1;

(b) all other Schedules other than Schedules B3.2 and B3.3;

(c) the Requirements Baseline (as may be amended pursuant to Schedule
B6.1) and the HNG-X Assumptions;

(d) the Solution Baseline Documentation Set (other than Schedules B3.2,
B3.3 and B3.4);

(e) Schedules B3.2 and B3.3;
(f) CCDs not included in paragraphs (a) to (e) (inclusive) above; and
(g) I Work Orders and CRDs; and

67.5.2 in the period between HNG-x Final Acceptance and the date that revised versions
of Schedules B3.2, B3.3 and B3.4 and all other documents in the Solution

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Baseline Documentation Set are agreed under the Change Control Procedure
pursuant to Clause 5.4:

(a)
(b)

(c)

(d)

(e)
(f)

(g)

the Clauses and Schedule 1;
all other Schedules other than Schedules B3.2, B3.3, B6.1, B6.2 and B6.3;

the Solution Baseline Documentation Set (other than Schedules B3.2,
B3.3 and B3.4);

the Requirements Baseline (as may be amended pursuant to Schedule
B6.1) and the HNG-X Assumptions;

Schedules B3.2, B3.3, B6.1, B6.2 and B6.3;
CCDs not included in paragraphs (a) to (e) (inclusive) above; and

Work Orders and CRDs; and

67.5.3 thereafter (or in the event that Project HNG-X is terminated for any reason
pursuant to Clause 47.11):

(a)

(b)

(c)

(d)

(e)

the Clauses and Schedule 1;

all other Schedules (other than Schedules B6.1, B6.2 and B6.3) and the
Solution Architecture;

CCDs (other than the Solution Architecture);
Work Orders and CRDs; and

Schedules B6.1, B6.2 and B6.3.

67.6 Notwithstanding any reference in this Agreement to either Party complying with Working
Documents, Working Documents shall not affect or introduce any contractual obligations
between the Parties.

67.7 To the extent that:

67.7.1 a Work Order purports:

(a)

to describe the terms on which a particular Work Package will be
performed it shall govern the terms on which the particular Work Package
will be performed and shall take precedence over any provision of this
Agreement in conflict with those terms; or

purports to make other amendments to the terms of this Agreement it
shall have the precedence priority stated in Clause 67.5, or

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67.9

68.

69.

70.

71.

71.2

72.

72.1

72.2

67.7.2 aCCN purports to describe terms on which changes to this Agreement
specified in that CCN will be made, or terms ancillary to those changes, it shall
govern the terms on which those changes will be made and shall take
precedence over any provision of this Agreement in conflict with those terms.

The Recitals are not legally binding, but are intended as a guide to the history,
interpretation and construction of this Agreement.

References in CCDs and CRDs to items, services or matters affected by subsequent
agreements between the Parties shall be construed to reflect most appropriately the effect
of such subsequent agreements.

Amendments to Clauses, Schedules and Annexes of this Agreement and CCDs
Unless expressly provided otherwise in the provisions of this Agreement, the provisions
of this Agreement shall only be amended in accordance with the Change Control
Procedure.

Severability

If any of the provisions of this Agreement is judged to be invalid, illegal or unenforceable,
the continuation in full force and effect of the remainder of them will not be prejudiced but
such provision shall be deemed modified to the extent necessary in the court's opinion to
render such term or provision enforceable, and the rights and obligations of the Parties
shall be construed and enforced accordingly, preserving to the fullest permissible extent
the intent and agreements of the Parties herein set forth.

Dispute Resolution Procedure

Any dispute arising out of or in connection with this Agreement shall be resolved in
accordance with the procedure set out in Annex 2 to Schedule A2.

Law and Jurisdiction
Without prejudice to Clause 70, this Agreement shall be governed by and shall be
interpreted in accordance with English Law and the Parties submit to the exclusive

jurisdiction of the English Courts.

This Agreement is binding on Post Office and its successors and permitted assignees
and on Fujitsu Services and its successors and permitted assignees.

Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Parties
relating to the subject matter of this Agreement.

Each of the Parties acknowledges and agrees that:

72.2.1 in entering into this Agreement and CCN1200 it has not relied on and shall have
no remedy (except in the case of fraud) in respect of any statement,

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73.

74.

75.

75.2

representation, warranty, promise or assurance, whether or not in writing, and
whether or not negligent, given or made by any person (whether party to this
Agreement or not) other than as expressly set out in this Agreement or in
CCN1200; and

72.2.2 the only remedy available to it for breach of any of the provisions of this
Agreement or CCN1200 shall be for breach of contract under the terms of this
Agreement and CCN1200.

Revising the Agreement to reflect matters agreed in CCNs
The Parties agree that:

73.1.1 the CCNs listed in section 3.1/Part A of the CCN List are no longer relevant to this
Agreement and have no effect;

73.1.2 to the extent that amendments were required to the provisions of the Clauses and
Schedules of this Agreement in order to reflect the matters agreed in the CCNs
listed in section 3.2/Part B of the CCN List those amendments have been made.
Such CCNs have accordingly been superseded by this Agreement to that extent
but this shall be without prejudice to the application of such CCNs to matters
other than the Clauses and Schedules of this Agreement (including, without
limitation, their application to, or the introduction of, CCDs or CRDs and/or to any
charges or credits specified in such CCNs which are due or which shall become
due to be paid or allowed); and

73.1.3 the provisions of the CCNs listed in section 3.3/Part C of CCN List (including any
provisions set out in any attachments to those CCNs) have not been reflected by
amendment to this Agreement and accordingly shall remain in effect insofar as
applicable.

NBS CCNs

Without prejudice to the application or otherwise of any other provisions, the provisions
relating to the Network Banking CCNs in paragraph 4 of schedule 24 to this Agreement
in its form under CCN1100 shall remain in effect notwithstanding the omission of such
provisions from this Agreement in its form under CCN1200.

TUPE

In the event that it is anticipated that the Transfer Regulations will apply on the
commencement of the POLSAP Services so that employees of Post Office, its agents or
contractors shall transfer to Fujitsu Services or its sub-contractors, either directly from
Post Office or from one of its agents or contractors, clauses 75.2 - 75.5 will apply.

No later than three months prior to the intended transfer, Post Office shall, or shall use
reasonable endeavours to procure that its agents or contractors shall, at the request of
Fujitsu Services provide Fujitsu Services a list providing details of the terms of
employment of all personnel who are then employed wholly or mainly (at least 51 per
cent. of their working time or as otherwise agreed by the parties) in the performance of

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75.3

75.4

the relevant services as reasonably required by Fujitsu Services, save that nothing in this
Clause 75.2 shall have the effect of requiring Post Office to produce information in breach
of the Data Protection Act 1998 or in breach of any express duty of confidentiality which
Post Office or its agents or contractors may owe to their respective personnel. In such
circumstances, Post Office shall use its reasonable endeavours to obtain appropriate
consent for the release of such information.

Post Office shall fully indemnify Fujitsu Services (on its own behalf and on behalf of any
sub-contractor) from and against:

75.3.1 any and all liabilities which Fujitsu Services or any sub-contractor incurs in
connection with or as a result of any claim or demand whatsoever by any
employee or former employee of Post Office or its agents or contractors in respect
of his employment with Post Office or such agent or contractor and/or its
termination save to the extent such claim or demand:

(A) both (i) is made by an employee identified within the relevant employment
details referred to in Clause 75.2 as transferring pursuant to the Transfer
Regulations and (ii) relates to employer's liabilities arising in relation to that
employee’s service after the said transfer of employment which are
disclosed in writing to Fujitsu Services and/or any of its sub-contractors
prior to the said transfer or relates to the employee's termination after the
said transfer; or

(B) is made by an employee who is not identified within the relevant
employment details referred to in clause 75.2 and such termination occurs
after the period set out in clause 75.5; and

75.3.2 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any failure by Post
Office or any of its agents or contractors to comply with its or their obligations
under Regulation 13 of the Transfer Regulations save to the extent such failure
is attributable to the failure of Fujitsu Services to comply with its obligations under
the same Regulation.

In the event that the Transfer Regulations apply on the commencement of the POLSAP.
Services, Fujitsu Services shall indemnify Post Office (on its own behalf and on behalf of
its agents and contractors) against:

75.4.1 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any failure by Fujitsu
Services or its sub-contractors to comply with its obligations under Regulation 13
of the Transfer Regulations;

75.4.2 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any change in the terms
and conditions of employment of the employees identified within the relevant
employment details referred to in Clause 75.2 made by Fujitsu Services or its
sub-contractors on or after the transfer date or any change in the terms and
conditions of the employment of the employees identified within the relevant

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75.6

employment details referred to in Clause 75.2 proposed by Fujitsu Services or its
sub-contractors and whether before, on or after the transfer date but only to the
extent in each case such change or proposed change in the terms and conditions
of employment constitutes a repudiatory breach of the relevant employee's
contract of employment or involves a substantial change in his working conditions
to his material detriment; and

75.4.3 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any act or omission of
Fujitsu Services or its sub-contractors in respect of the employment or
termination of employment of the employees identified within the relevant
employment details referred to in Clause 75.2 on or after the date of transfer of
the relevant employee’s employment.

If the contract of employment of any individual who is not a listed transferring employee
under Clause 75.2 shall have effect on and after the transfer date as if originally made
between Fujitsu Services or any of its sub-contractors and the individual concerned as a
result of the provisions of the Transfer Regulations and/or any judicial decision
interpreting the same:

75.5.1 the Party first informed of it shall notify the other within ten (10) business days
after becoming aware of the same;

75.5.2 if Fujitsu Services, upon becoming aware or being notified of the same, decides
that it does not wish to employ such an individual, Fujitsu Services shall, within
ten (10) business days of such date, notify Post Office of this in writing;

75.5.3 if Fujitsu Services so notifies Post Office under Clause 75.5.2, Post Office shall
be entitled to make an offer of re-employment or re-engagement to any such
individual within ten (10) business days of the date of receipt of such notification;

75.5.4 Post Office shall notify Fujitsu Services in writing of any offer of re-employment or
re-engagement which is made and any such offer which is accepted by any such
individual; and

75.5.5 if any such offer of re-employment or re-engagement by Post Office is either not
made to such individual in accordance with Clause 75.5.3 or is not accepted by
such individual within fifteen (15) business days of the date of notification under
Clause 75.5.2, Fujitsu Services may terminate his contract of employment at any
time not later than twenty (20) business days after the date of notification under
Clause 75.5.2.

As soon as possible following any notice of termination being given, or any termination
without notice, of all or part of the relevant services under this Agreement and no later
than six months prior to the expiry of an Expiring Service pursuant to Clause 46.3 and
46.4 or to the expiry of this Agreement at the end of the term set out in Clause 46.1,
Fujitsu Services shall at the request of Post Office provide to Post Office (or to Post Office
and the Next Supplier nominated by Post Office) a list providing details of the terms of
employment of all Fujitsu Personnel who are then employed wholly or mainly (at least 51
per cent. of their working time or as otherwise agreed by the parties) in the performance

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75.8

of the relevant services under this Agreement as reasonably required by Post Office, save
that nothing in this Clause 75.6 shall have the effect of requiring Fujitsu Services to
produce information in breach of the Data Protection Act 1998 or in breach of any express
duty of confidentiality which Fujitsu Services or its sub-contractors may owe to the Fujitsu
Personnel. In such circumstances, Fujitsu Services shall use its reasonable endeavours
to obtain appropriate consent for the release of such information.

Fujitsu Services shall fully indemnify Post Office (on its own behalf and on behalf of any
Next Supplier) from and against:

75.7.1 any and all liabilities which Post Office or any Next Supplier incurs in connection
with or as a result of any claim or demand whatsoever by any employee or former
employee of Fujitsu Services or of any of Fujitsu Services’ sub-contractors or
agents in respect of his employment with Fujitsu Services or such sub-contractor
or agent and/or its termination save to the extent such claim or demand:

(A) both (i) is made by an employee identified within the relevant employment
details referred to in Clause 75.6 as transferring pursuant to the Transfer
Regulations and (ii) relates to employer's liabilities arising in relation to that
employee’s service after the said transfer of employment which are
disclosed in writing to Post Office and/or the Next Supplier prior to the said
transfer or relates to the employee's termination after the said transfer; or

(B) is made by an employee who is not identified within the relevant
employment details referred to in Clause 75.6 and such termination occurs
after the period set out in clause 75.9.

75.7.2 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any failure by Fujitsu
Services or any of its sub-contractors or agents to comply with its or their
obligations under Regulation 13 of the Transfer Regulations save to the extent
such failure is attributable to the failure of Post Office or a Next Supplier to comply
with its obligations under the same Regulation.

In the event that the Transfer Regulations apply on any termination (with or without notice)
or expiry of all or part of the relevant services under this Agreement , Post Office shall
indemnify Fujitsu Services (on its own behalf and on behalf of its sub-contractors and
agents) against:

75.8.1 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any failure by Post
Office or any Next Supplier to comply with its obligations under Regulation 13 of
the Transfer Regulations;

75.8.2 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any change in the terms
and conditions of employment of the employees identified within the relevant
employment details referred to in Clause 75.6 made by Post Office or a Next
Supplier on or after the transfer date or any change in the terms and conditions
of the employment of the employees identified within the relevant employment

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75.10

details referred to in Clause 75.6 proposed by the Post Office or a Next Supplier
and whether before, on or after the transfer date but only to the extent in each
case such change or proposed change in the terms and conditions of
employment constitutes a repudiatory breach of the relevant employee's contract
of employment or involves a substantial change in his working conditions to his
material detriment; and

75.8.3 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any act or omission of
Post Office or any Next Supplier in respect of the employment or termination of
employment of the employees identified within the relevant employment details
referred to in Clause 75.6 on or after the date of transfer of the relevant
employee's employment. The indemnity referred to in this Clause 75.8.3 shall not
apply in relation to any Worker who makes or brings a claim, demand or action
referred to in this Clause 75.8.3 to the extent that Fujitsu Services has failed to
comply with its obligation under Clause 48.4.3 in respect of such Worker.

If the contract of employment of any individual who is not a listed transferring employee
under Clause 75.6 shall have effect on and after the transfer date as if originally made
between Post Office or any Next Supplier and the individual concerned as a result of the
provisions of the Transfer Regulations and/or any judicial decision interpreting the same:

75.9.1 the Party first informed of it shall notify the other within ten (10) business days
after becoming aware of the same;

75.9.2 if Post Office, upon becoming aware or being notified of the same, decides that it
does not wish to employ such an individual, Post Office shall, within ten (10)
business days of such date, notify Fujitsu Services of this in writing;

75.9.3 if Post Office so notifies Fujitsu Services under Clause 75.9.2, Fujitsu Services
shall be entitled to make an offer of re-employment or re-engagement to any such
individual within ten (10) business days of the date of such notification;

75.9.4 Fujitsu Services shall notify Post Office in writing of any offer of re-employment
or re-engagement which is made and any such offer which is accepted by any
such individual; and

75.9.5 ifany such offer of re-employment or re-engagement by Fujitsu Services is either
not made to such individual in accordance with Clause 75.9.3 or is not accepted
by such individual within fifteen (15) business days of the date of notification
under Clause 75.9.2, Post Office may terminate his contract of employment at
any time not later than twenty (20) business days after the date of notification
under Clause 75.9.2.

Fujitsu Services agrees that it shall promptly provide to Post Office and/or such other
person(s) as Post Office may nominate upon request at any time (though in any event no
more than twice in any 12 month period) an up-to-date list of all Fujitsu Personnel who
are then employed in the performance of the relevant services under this Agreement at
least 33 per cent. of their working time. Where information is provided in advance of a
likely transfer of employment in accordance with Clause 75.6, Fujitsu Services agrees

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75.11

75.12

75.13

that it shall promptly provide to Post Office and/or such other person(s) as Post Office
may nominate updated information in the event of a change in the data set out therein
between the date on which the information was provided under Clause 75.6 and the
transfer date.

Fujitsu Services further warrants and undertakes that during the six months prior to the
transfer date or during any period of notice to terminate this Agreement or the provision
of part or all of the relevant services under this Agreement given by either Party or any
period during which Fujitsu Services contemplates or anticipates giving such notice or
terminating part or all of this Agreement or the Service provision (whether lawfully or
otherwise), Fujitsu Services shall not, and shall procure that its employees and workers
and sub-contractors (as applicable) shall not, other than with Post Office’s prior written
consent or in the ordinary course of Fujitsu Services’ business:

(A) increase or amend any salary, emolument, fee or contractual benefit or
entitlement provided to or afforded to any Fujitsu Personnel;

(B) vary the terms and conditions of employment of any Fujitsu Personnel;

(C) increase the proportion of working time spent on the relevant services under
this Agreement by any employees or Fujitsu Personnel;

(D) employ any person or assign any other existing employees or workers to the
provision of all or part of the relevant services under this Agreement so that they
become Fujitsu Personnel; or

(E) replace or remove or terminate or give notice to terminate the employment of
any Fujitsu Personnel.

For the avoidance of doubt, Fujitsu Services shall indemnify Post Office (on its own behalf
and on behalf of any Next Supplier) from and against all and any costs, liabilities, awards,
decisions, losses and expenses (including reasonable legal fees) arising from any
employees employed in the normal course of their employment, wholly or principally
outside the UK in the provision of all or part of the relevant services under this Agreement
(the “Overseas Personnel’) transferring or alleging that they have or will transfer to the
employment of (or any liabilities in respect of them will transfer to) Post Office and/or any
Next Supplier on any termination or partial termination, expiry or partial expiry of the
relevant services provided under this Agreement and all and any related claims including,
without limitation, any failure to inform and consult in connection with such a transfer
and/or any termination of employment of such Overseas Personnel.

In the event of any claim or demand being made or action brought to which Clauses 75.3,
75.4, 75.7, 75.8 apply, the indemnified Party shall promptly notify the indemnifying Party
of such claim, demand or action. The indemnifying Party shall at its own expense conduct
all negotiations for settlement of the same and any legal proceedings that may arise
therefrom. The indemnified Party shall, and shall use reasonable endeavours to procure
that its suppliers, contractors, sub-contractors, agents and employees (as the case may
be) shall, at the request of the indemnifying Party, afford all reasonable assistance for the
purpose of contesting any such claim, demand or action. The indemnifying Party shall
promptly reimburse any reasonable expense incurred by the indemnified Party in so

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75.14

75.15

doing. The indemnified Party shall not make any admissions which may be prejudicial to
the defence of any such claim, demand or action.

Not Used and the termination of employment of such OBCS Transferring
Employees.

This Clause 75.15 shall only apply to those Services (excluding any Expiring Services)
which continue to be provided by Fujitsu Services after 1st April 2017. Notwithstanding
any other provision in this Agreement, in the event that a contract of employment of any
Fujitsu Personnel wholly or mainly assigned (other than on a temporary basis) at the
date of expiry or termination of the relevant service in the provision of the Services
(excluding any Expiring Services) (“In-Scope Employees”) does not transfer to Post
Office or the Next Supplier on the termination or expiry of any element of the Services
(excluding any Expiring Services) as a result of the provisions of the Transfer
Regulations and/or any judicial decision interpreting the same (a “Non-Transferring In-
Scope Employee”) then:

75.15.1 the Party first aware of it shall notify the other within ten (10) business days after
becoming aware of the same;

75.15.2 if Fujitsu Services, upon becoming aware or being notified of the same, decides
that it does not wish to employ such an individual, Fujitsu Services shall, within
ten (10) business days of such date, notify Post Office of this in writing;

75.15.3 if Fujitsu Services so notifies Post Office under Clause 75.15.2, Post Office shall
be entitled to, or use reasonable endeavours to procure that a Next Supplier shall,
make an offer of employment or engagement to any such individual within ten
(10) business days of the date of such notification;

75.15.4 Post Office shall notify Fujitsu Services in writing of any offer of employment or
engagement which is made and any such offer which is refused or accepted by
any such individual;

75.15.5 if any such offer of employment or engagement by Post Office or a Next Supplier
is either not made to such individual in accordance with Clause 75.15.3 or is not
accepted by such individual within fifteen (15) business days of the date of
notification under Clause 75.15.2, Fujitsu Services may give notice to terminate
his contract of employment at any time not later than thirty (30) business days
after the date of notification under Clause 75.15.2; and

75.15.6 provided that Fujitsu Services acts in accordance with this Clause 75.15 or in
such other way as may be agreed between Fujitsu Services and Post Office, Post
Office shall indemnify and keep indemnified Fujitsu Services against all costs,
liabilities, awards, decisions, losses and expenses (including reasonable legal
fees) reasonably incurred arising out of the termination of employment of such
Non-Transferring In-Scope Employees, including payment in lieu of notice,
following the termination or expiry of any element of the Services (excluding any
Expiring Services) provided that Fujitsu Services takes reasonable steps to
mitigate such exposure.

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For the avoidance of doubt, any employee who objects to the transfer of their employment in
accordance with regulation 4(7) of the Transfer Regulations shall not be a Non-Transferring In-
Scope Employee.

The total payments made under the indemnity in Clause 75.15.6 shall be capped at £3,000,000

(three million pounds) and shall exclude any costs of employing the Non-Transferring In-Scope
Employees during the period in which Fujitsu Services has the benefit of their services.

76 Fujitsu Global Cloud

76.1 Where the Fujitsu Global Cloud Service is used in the provision of services then it shall
be subject to:

76.1.1 Schedule I4 (KS Cloud Services) where the Post Office does not have direct access to
the K5 Cloud Platform; or

76.1.2. The K5 standard terms and conditions where Post Office does not have direct access to
the K5 Cloud Platform

76.1.3. .(in respect of Microsoft software used in the cloud) the “Microsoft Software End User
License Agreement which is available directly from Microsoft.

as updated from time to time in accordance with their terms, which together shall be the “Cloud
Terms’.

76.2 Fujitsu Services shall use reasonable endeavours to notify Post Office Ltd in writing
within 30 days of any change to the Cloud Terms

76.3 In the event of any conflict the Cloud Terms shall take priority over the Clauses (and the
relevant Schedules) but only in relation to the Fujitsu Global Cloud Service, and any event or
consequence directly arising from it.
76.4. The Salesforce Support Service Hosting is, until 23.59 on 318' March 2016, a Fujitsu
Global Cloud Service and for the avoidance of doubt the following clauses of the Agreement
shall not apply to the Salesforce Support Service Hosting:

Clause 23 Gainshare and Schedule D3

*Clause 24 Open Book and Schedule D4

*Clause 25 Audit and Schedule DS

Clause 27 to 32 inclusive

*Clause 34 Intellectual Property Rights Indemnities

*Clause 58 Transfer and Subcontracting

“Schedule A2 Governance

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77

78.

*Schedule A3 Change Control
*Schedule D6 Market Testing
Belfast Datacentres

It is noted by both Parties that it has not been possible to conclude the extension to the
leases to the Belfast datacentres prior to 16th February 2016. To this end, there
remains a risk that the lease extensions will not be concluded and that Fujitsu Services
will be required to transition the hosted equipment to a replacement datacentre or
alternative service solution agreed by both Parties. In the unlikely event that this risk
crystalises such that Fujitsu Services has to exit a datacentre, Fujitsu Services shall not
be entitled to charge Post Office its own costs of moving and re-installing the equipment
(nor any moving and installing costs relating to Fujitsu Service’s Sub-contractors or
suppliers). However, Post Office shall (and shall procure its third party suppliers, clients
and customers shall) facilitate such a transition (at no additional cost to Fujitsu
Services) by:

76.1 arranging and procuring Post Office’s third party suppliers, clients and
customers shall install and parallel run network connections needed to the
existing and new datacentres; and

76.2 participating (and procuring participation by its third party suppliers, clients and
customers shall participate) in the planning and implementation for the
connection migrations in line with an agreed project plan,

and a let on any relevant Service Levels to enable the movements and/or replacement
of the relevant hardware/infrastructure.

The terms of Schedule I shall apply as set out therein. Notwithstanding Clause 67.5, In
the event of any conflict or inconsistency between the terms of the Clauses (including
this Clause 78) and Schedule I, the provisions of Schedule I shall take precedence to
the extent of such conflict or inconsistency.

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IN WITNESS WHEREOF this Agreement has been executed on behalf of the Parties as
follows:

Signed by

for and on behalf of
POST OFFICE LTD
in the presence of:

S.J. Sweetman
(signed on 28th July, 1999)

Paul Lam-Po-Tang
Visiting Lawyer
Slaughter and May
35 Basinghall Street
London EC2V 5DB

Signed by

for and on behalf of

FUJITSU SERVICES LIMITED
in the presence of:-

R. Christou
(signed on 28th July, 1999)

Myles Blewett
Masons

30 Aylesbury Street
London EC1R OER

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SCHEDULE 1
INTERPRETATION
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
2.0 24/01/07 Baseline copy of 1.5
3.0 06/07/07 Baseline copy of 2.2
4.0 15/04/08 Baseline copy of 3.1
5.0 23/02/09 Baseline copy of 4.4
5.1 13/05/09 Applying changes as per CCN 1258
5.2 12/06/09 Applying changes as per CCN1252a
6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu
6.1 23/12/09 Applying changes as per CCN 1268
6.2 05/01/10 Applying changes as per CCN1272
6.3 24/03/10 Applying changes as per CCN1266b
6.4 30/03/10 Applying changes as per CCN1271c and CCN
1276a
6.5 01/04/10 Applying changes as per CCN1270
7.0 10/05/10 Moving all schedules to v7.0 as agreed with
Fujitsu.
8.0 21/02/12 Applying changes in accordance with CCN
1294d, CCN1292, CCN1304b,CCN1306a,
CCN1310b
9.0 13/01/14 Applying changes as per CCN1307a,
CCN1311b, CCN1320a, CCN1322b and
CCN1329a, CCN1342a and CCN1400

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10.0

10/09/15

CCD reference updates, applying changes as
per CCN1338, CCN1409a,CCN1410
CCN1411, CCN1414 CCN1415, CCN1418,
CCN1419, CCN1421a, CCN1422 and as
subsequently amended in this CCN1506 and
moving all Schedules to v10.0 in accordance
with CCN1506

31/03/16

Applying changes as per CCN 1423c, 1427,
CCN1500a, CCN1512c, CCN1600 and
moving all Schedules to V11.0 in accordance
with CCN1604

03/07/2017

Applying changes as per CCN 1601b,
CCN1602a, CCN1609d, CCN1614a,
CCN1618a, CCN1620c, CCN1621, and
moving all Schedules to V12.0

13.0

23-Nov-2020

Updating as per CCN1612b, CCN1616b,
CCN1633a, CCN1637b, CCN1638,
CCN1640a, CCN1642, CCN1643, CCN
1644a, CCN1645, CCN1647 and moving all
Schedules to v13.0

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DEFINITION OF TERMS

SCHEDULE 1

INTERPRETATION

Terms having the same meaning which are separated by the word “or” in this Schedule
represent alternative versions of equivalent terms and may be used interchangeably

As used in this Agreement, the following terms have the following meanings:

Term Definition

"405 Band" has the meaning given to it in paragraph 1.3.5 in Schedule D8;

"108.5 Band" has the meaning given to it in paragraph 1.3.6 in Schedule D8;
“Acceptance” means in relation to HNG-X, acceptance of a Service or Release in

accordance with the acceptance processes set out in the CCDs referred to
in paragraph 5.11 of Schedule B1.1; and

means in relation to DDS, in respect of any Sprint Requirement, that the
Sprint Functionality meets: (i) its Acceptance Criteria; and (ii) the relevant
Definition of Done in accordance with the provisions of paragraph 1.25 of
Appendix 1 (Agile Methodology) of Schedule 13 (Digital Development
Services), and “Accepted” shall be construed accordingly;

“Acceptance Criteria”

means, in respect of any Sprint Requirement, the acceptance criteria that
shail be applied to the relevant Sprint Functionality:

“Acceptance Point"

means each of the events (or combination of events) designated as an
acceptance point in Table 3 in Part 1 of Annex 1 to Schedule B5;

“Acceptance Tests”

means, in respect of any Sprint Requirement, the tests to be run to
determine whether the relevant Sprint Functionality complies with the
relevant Acceptance Criteria and the expected results of those tests;

“Accounting Firm”

has the meaning specified in Clause 30.19.6;

"ACT"

means Automated Credit Transfer;

“Actual Engineering
Service Visits”

has the meaning given in 5.12.6 of Schedule D1;

“Actual Spend”

has the meaning as set out in Schedule I

“Additional Benefits"

shall have the meaning given to it in paragraph 4.3.1 of Schedule D3;

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“Additional Remedy Level”
or "ARL"

shall have the meaning given to it (as applicable) in paragraph 1.2.3 of
Schedule C1 or paragraph 1.2.3 of Schedule B4.4;

“Additional Services”

has the meaning as set out in Schedule I

“Admin Positions"

means all (i) automated Counter Positions, (ii) New Style Mobile
Configurations, (iii) Old Style Mobile Configurations and (iv) operational
sets of Counter Equipment which are not Counter Positions;

“ADSL"

means asynchronous digital subscriber line;

“Affected Service Levels"

shall have the meaning set out in paragraph 4.1 of Schedule C1;

“Agent”

means any person authorised to operate a franchise post office or sub-post
Office, including without limitation sub-post masters on a non-franchise
contract, and franchisees of post offices or sub-post offices;

“Agile Methodology”.

means the processes and standards set out in or referred to by paragraph
9 of Schedule 13 (Digital Development Services);

“Agreed Changes"

means those changes to the Existing Functionality listed in Annex 2 to
Schedule B6.1 or subsequently agreed through the HNG-X Programme
Requirements Change Control Process;

“Agreed Form Commercial
Terms"

shall have the meaning given to it in paragraph 4.2.1 of Schedule D2;

“Agreed Form NDA"

means a form of non-disclosure agreement agreed by the Parties from time
to time, such agreement by the Parties not to be unreasonably withheld or
delayed;

“Agreed Form Terms &
Conditions"

means in relation to any Work Order the set of terms and conditions
applicable to that Work Order as contained in the CCD entitled “Standard
Terms and Conditions for Work Orders” (BP/STD/003);

“Agreed Metrics”

means the metrics referred to in Part 2 of Appendix 4 (Govemance) of
Schedule 13 (Digital Development Services);

“Agreed Monthly
Reduction”

means:

(a) as at 1st April 2013, the amount of fifteen thousand, five hundred and
fifty pounds (£15,550); and

(b) on each anniversary of 1st April 2013, means the amount set out in
paragraph (a) above as indexed (as an Indexed Charge) in accordance
with paragraphs 16.2 and 16.2A of Schedule D1;

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“Agreement”

means the Codified Agreement as amended by CCN 1200, including the
Schedules thereto, the CCDs and CRDs;

“Agreement Termination
Date”

has the meaning specified in Clause 30.19.3;

“Allowed Changes"

shall have the meaning given to it in paragraph 4.2.3 of Schedule B6.1;

“Amendment Date"

means 1 April 2006;

"AP"

means automated payment;

“AP Client Delivery
Agreement Change
Service"

means the Service referred to in line 6 of Table B of Schedule B3.1;

“AP Client Specification"

means a document describing an APS Client Service Type;

"APACS"

means the Association for Payment and Clearing Services;

“AP-ADC Facility"

shall have, as applicable in accordance with this Agreement, the meaning
given to it in paragraph 2.2.2 of Schedule B4.2, paragraph 2.2 of Part 2 of
Annex 2 to Schedule B5 and/or the facility described in paragraph 2.1.4 of
Schedule B3.2;

“APOP"

means automated payment out-payments;

“APOP Admi

istration

Workstation"

an operational PC which enables administration Users to access the
APOP administration service;

“APOP Business
Capability"

means the Business Capability referred to at paragraph 2.4 of Schedule
B3.2;

“APOP Environment"

means the infrastructure that supports one or more APOP Services
comprising:

(a) the APOP database including the APOP authorisation service, and
the services supported by the APOP authorisation service;

(b) the APOP web services;
(c) the APOP administration system; and

(d) file transfer services between the APOP database and the Post
Office Data Gateway Service”;

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“APOP Facility" means the Horizon Application referred to at paragraph 2.3 of Schedule
B4.2;
“APOP Interface means the following CCDs:

Specification"
(a) "Horizon to Client Type 'XO' Application Interface Specification"
(AP/IFS/062);

(b) " Horizon APOP Authorisation Service Application Interface
Specification " (AP/IFS/063);

(c) " APOP Host System Reporting to Client Application Interface
Specification " (AP/IFS/065);

“APOP Service" means the set of functions and capabilities that are provided to support a
particular Transaction Voucher type, including:

(a) AP-ADC counter Transactions;
(b) APOP authorisation service;
(c) APOP administration service;
(d) APOP batch service;

(e) APOP archiving service;

(f) APOP housekeeping service; and

APOP reporting service;

“APOP Service Definition" I shall have the meaning given to it in the CCD entitled "APOP Authorisation
Service Reference Manual" (AP/MAN/004);

“Applicable Horizon shall have the meaning set out in paragraph 2.1.1 of Schedule B6.1;
Baseline"
“Applicable Services" means:

(i) from the Amendment Date until Trigger Point T6 (Counter Application
Rollout Complete) the following Operational Services, Call Off
Services and Horizon Applications: APS, Service Desk Service,
Message Broadcast Service, LFS, NBS, Debit Card, Reconciliation
Service, Reference Data Management Service, Transaction
Processing Service, Management Information Service, Systems
Management Service, Third Line Software Support Service, Fourth
Line Applications Support, Data Centre Operations Service (including
the POL FS Services and after the POLSAP R1 Go Live Date, the
POLSAP Services), but excluding the POL MI, Operational Business

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Change (Branch Change) Service, Branch Network Service, Central
Network Service and BNR; and

(ii) from Trigger Point T6 (Counter Application Rollout Complete) the
following Operational Services and Call Off Services: Service Desk
Service, Message Broadcast Service, Reconciliation Service,
Reference Data Management Service, Management Information
Service, Systems Management Service, Third Line Support Service,
Data Centre Operations Service (including the POL FS Services and
after the POLSAP R1 Go Live Date, the POLSAP Services) but
excluding the POL MI Services, Operational Business Change (Branch
Change) Service, Branch Network Service,Central Network Service
and Salesforce Support Service

“Application Interface
Specification" or "AIS"

means a CCD describing an interface, including, but not limited to, the
definition with which data transferred across that interface must comply;

“Application Services"

means software-based services and solutions managed and distributed by
a third party entity to customers across a wide area network, extranet or
internet from a central data centre;

“Application Support
Service (Fourth Line)"

means the Service referred to in row 14 of Table A of Schedule B3.1;

“Applications”

means the Horizon Applications and the Business Capabilities and Support
Facilities;

"APS" or "Automated
Payment Service"

means the Horizon Application referred to at (as applicable) paragraph 2.2
of Schedule B4.2 or paragraph 2 in Part 2 of Annex 2 to Schedule B5;

“APS Client Service Type"

each APS Client Service Type is a particular variant of APS characterised
by a specific Token, specific processing rules and specific Client
communication protocols. Each APS Client Service Type is documented in
an AP Client specification;

“APS Clients"

means Clients for whom Post Office provides automated payment services
using the APS or the In/Out Payment Business Capability;

“ARC (Application
Registration Card)
Strategic Smartcard”

Defintion removed by CCN1640a

“Architectural Solution
Description"

has the meaning given to it in paragraph 4.1 of Schedule B6.2;

“Artefact"

means documentation,
information, requirements

diagrams, processes, specifications,
information, formulae, samples,

design
models,

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drawings, design tools or other data produced or used in connection with
use of a Development Methodology;

“Asset Manager" means the Software referred to as such and identified in row 4 of Table 1 of
Schedule B4.1 or row 2 of Table 4 of Schedule C3 (as applicable);

“Asset Register" shall have the meaning given to it in paragraph 3.2.1 of Schedule E;

“Associated Change shall have the meaning given to it in paragraph 3.1.2 of Schedule B5 and

Activities" further detailed in paragraph 3.3.1 of Schedule B5;

“Associated Change means all of the work undertaken by Fujitsu Services pursuant to this

Development" Agreement in performing the Associated Change Activities;

“Associated Change means the Charges for Associated Change Development calculated in

Development Charges" accordance with the provisions of Schedule D8;

“Associated Change means the Tasks required to be performed by each Party in order to carry

Tasks" out the Associated Change Workstreams;

“Associated Change means the workstreams listed in paragraph 3.3.1 of Schedule BS, as further

Workstreams" described in Part 1 of Annex 1 to Schedule B5;

“Associated Changes" means the changes to the Existing Services, Horizon Applications and
Horizon Service Infrastructure effected by the performance of the
Associated Change Activities;

"ATM" means automated teller machine or asynchronous transfer mode as the
context requires;

“Audit Record Query" shall have the meaning given to it in the Service Description for the Security
Management Service;

“Azure Responsibilities” means each of the Post Office Responsibilities identified in Schedule A5 or
classified as an Azure Responsibility in accordance with Schedule A5;

“Azure Service” or means one or more of the Microsoft services and features identified at

“Microsoft Azure Services” I http://azure.microsoft.com/services/ (or successor site), except where
identified as licensed separately;

“Audit Support Facility" means the Support Facility referred to at paragraph 3.9 of Schedule B3.2;

“Back Office" means applications and operations relating to Post Office Branch business
related processing;

“Background IPR shall have the meaning set out in Clause 48.8.6;

Purposes"

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“Bank Holiday" means a day on which banks in England are legally closed for business by
statute or proclamation;
“Banking & Related means Banking Functions, e-pay, Debit Card and Credit Card;
Services"
“Banking Business means the Business Capability referred to at paragraph 2.5 of Schedule
Capability" B3.2;
“Banking Functions" means the NBS and/or the Banking Business Capability, as applicable in
accordance with this Agreement;
“Banking Obligations" means each of the Post Office Responsibilities identified in Annex D to

Schedule A5 or classified as a Banking Obligation in accordance with
paragraph 2 of Schedule A5;

“Banking Responsibilities" I means each of the Post Office Responsibilities identified in Annex C to
Schedule AS or classified as a Banking Responsibility in accordance with
paragraph 2 of Schedule A5;

“Banking Transaction" means the Transactions supported by the Banking Functions;

"Banks" means Santander, CAPO and LINK, and such other banks, building
societies, financial institutions and/or other organisations for or on behalf of
which Post Office provides banking services using the Banking Functions
from time to time agreed by the Parties pursuant to the Operational
Business Change procedure and /or the Change Control Procedure;

“Baseline” has the meaning as set out in Schedule I

“Baseline 7" means:

(a) _ the version of this Agreement in force immediately prior to signature
of CCN1200, known as Baseline 7, being the version of the contract
in effect on signature of CCN 1176 as amended by any CCNs
approved by the Parties between signature of CCN 1176 and
signature of CCN1200; and

(b) the versions of all CCDs and CRDs applicable to Baseline 7.0 as set
out in version 26.0 dated 3 July 2006 of the CCD entitled "Contract
Controlled and Referenced Document List" (COM/CUS/SPE/0001)
(formerly BP/SPE/026) (the "CCD List") amended as necessary to
reflect the agreed version of any CCDs introduced or amended in
accordance with the Change Control Procedure (as defined in
Baseline 7.0):

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(i) subsequent to version 26.0 dated 3 July 2006 of the CCD
List but prior to signature of CCN1200; and

(ii) pursuant to an express agreement (all such agreements
being deemed to be effective for the purposes of
establishing Baseline 7) to amend that CCD, as set out in
any CCN entered into prior to signature of CCN1200;

“BCSF Service"

means the provision of the Business Capabilities and Support Facilities;

“Benchmark Group"

means those services against which the Benchmark Services are to be
benchmarked;

“Benchmark Purpose"

shall have the meaning given to it in paragraph 3.1 of Schedule D6;

“Benchmark Services"

means the Testable Service which is the subject of Benchmarking at any
one time;

“Benchmarker"

shall have the meaning given to it in paragraph 3.6 of Schedule D6;

“Benchmarking”

means the process described in Schedule D6 by which the Benchmarker
will compare the Benchmark Services to a Benchmark Group. "Benchmark"
and "Benchmarked" shall be construed accordingly;

“Benchmarking Report"

shall have the meaning given to it in paragraph 3.7.4 of Schedule D6;

“Benefits”

shall have the meaning given to it in paragraph 2.1 of Schedule D3;

“BIM Report"

means a "Business Incident Management" report, issued by Fujitsu
Services to Post Office detailing the corrective action that is required to
enable Post Office to resolve a reconciliation exception or error and restore
financial integrity within the Applications;

“Board Review"

shall have the meaning given to it in paragraph 4.1 of Annex 2 to Schedule
A2;

“Branch”

means a post office or any other location where Post Office (whether
directly or by means of Agents) transacts business with Customers;

“Branch Administration
Support Facility”

means the Support Facility referred to at paragraph 3.2 of Schedule B3.2;

“Branch Code"

means FAD;

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“Branch Hardware means the services described in Schedule B1.3;
Implementation Service"
“Branch Hardware" means hardware (together with any integral software) which is or is to be

(i) installed in a Branch; and (ii) integrated into the Infrastructure, together
with any tools supplied with such hardware which are required to facilitate
such installation and integration;

“Branch Infrastructure" means the Initial Branch Infrastructure and any equipment introduced in
excess of the limits of Annex A to Schedule D1;

“Branch Management means the Business Capability referred to at paragraph 2.12 of Schedule

Business Capability" B3.2;

“Branch Manager" means for each Branch, the person nominated by Post Office or the Agent
for that Branch;

“Branch Network means the Service referred to in row 16 of Table A of Schedule B3.1 which

Resilience Service" or ceased to be provided with effect from Trigger Point 6;

"BNR"

“Branch Network Service" I means the Service referred to in row 5 of Table A of Schedule B3.1;

“Branch Support Facility" I means the Support Facility referred to at paragraph 3.3 of Schedule B3.2;

“Branch Telecom means; for Branches where the Branch Network Service and/or CMT
Infrastructure" Service are provided by Fujitsu Services means those networking elements
that provide connectivity between the Branches and the Data Centre, as
described in paragraph 1.3.2 of Schedule B3.3; or for Branches where
Replacement Services to those of the Branch Network Service and/or CMT
Service are being provided by the Next Supplier, the requisite infrastructure
shall be provided by the Next Supplier, means the infrastructure provided
by the Next Supplier;

“Branch Trading means the method by which the Transactions performed and the cash and
Statement" Stock on hand at the end of a Post Office Branch Accounting Period are
recorded within a Branch;

“BT means British Telecommunications pic;

“Bureau” means Bureau Application or Bureau de Change Business Capability as
applicable;

“Bureau Application" means the B4.2 Horizon Application referred to in (as applicable) paragraph

4.4 of Schedule B4.2 or paragraph 13 of Part 2 of Annex 2 to Schedule B5;

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“Bureau Control Totals
File”

means an electronic file sent to Post Office by Fujitsu Services containing
a summary of the Transactions performed by an on-demand Bureau
Service facility;

“Bureau de Change
Business Capability”

means the Business Capability referred to at paragraph 2.8 of Schedule
B3.2;

“Bureau Service Facility"

shall have the meaning given to it in paragraph 2.8 of Schedule B3.2;

“Bureau Transaction File”

means an electronic file sent to Post Office by Fujitsu Services containing
a record of the Transactions performed by an on-demand Bureau Service
facility;

“Bureau Type"

means a logical grouping of Branches set by Post Office Reference Data
that controls the menu access to the Bureau in Branches; Type 0 Branches
having no access to Bureau, Type 1 Branches having access to buy
functionality only; Type 2 Branches having access to buy plus limited sell
functionality; and Type 3 Branches having access to full Bureau
functionality;

“Business Capabilities"

means the business capabilities forming part of the Business Capabilities
and Support Facilities;

“Business Capabilities and
Support Facilities"

means:
(a) in the period prior to HNG-X Final Acceptance, the HNG-X
Application;

(b) in the period between HNG-X Final Acceptance and the date that a
revised version of Schedule B3.2 is agreed under the Change
Control Procedure pursuant to Clause 5.4, the HNG-X Application
which forms part of the Solution Baseline accepted by Post Office
pursuant to the provisions of Schedule B6.3; and

(c) from the date that a revised version of Schedule B3.2 is agreed
under the Change Control Procedure pursuant to Clause 5.4, the
HNG-X Application comprising the business capabilities and
support facilities as set out in that revised version of Schedule B3.2
(as may be amended from time to time after that date);

“Business Case”

means, in respect of each Product, a document created by Post Office in
accordance with its internal processes and requirements that builds upon
the Product Vision and, amongst other things, sets out the expected: (i)

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investment required for creating the Product; (ii) tangible and intangible
benefits; and (iii) financial return on investment;

“Business Continuity
Managers"

means the persons designated in writing (i) by Post Office to Fujitsu
Services and (ii) by Fujitsu Services to Post Office and holding that position
for the purposes of this Agreement from time to time;

“Business Continuity
Plan"

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;

“Business Continuity
Services"

means the obligations to be performed by Fujitsu Services as set out in
Schedule B2;

“Business Equivalence
Principles"

shall have the meaning given to it paragraph 4.2.1 of Schedule B6.1

“Business Rule"

means the constraints, rules and allowable values which govern the
operation of business processes and data;

“Business Unit Director"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

"C4 Confirmation"

means a NB Confirmation derived from the LREC Files and REC Files sent
from the Transaction Enquiry Service containing, inter alia, the Banking
Function's view of a Banking Transaction;

"Call Off Charges"

means any one or more of the Charges for Call Off Services set out in
paragraph 7 of Schedule D1;

“Call Off Services"

means the services referred to in Table B of Schedule B3.1;

“Capacity Addition Costs"

means costs incurred in the addition of capacity under paragraph 13 of
Schedule D1;

“Capacity Management
Service"

means the Service to manage the capacity of the Infrastructure which forms
part of the Service Management Service as referred to in row 11 of Table A
of Schedule B3.1;

“Capital Project”

means any work agreed by the parties which can be undertaken by
spare Development Capacity Resources, in respect to which Post
Office can be capitalised

"CAPO"

means the Bank which supports Post Office account cards;

“Cardholder Data”

means the PAN or the PAN plus any of the following:

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(a) cardholder name
(b) expiration date
(c) Service Code
(d) start date

(e) issue number;

“Card Validation Code” or I means
“Card Validation Value”

(i) a data element on a Token’s magnetic stripe (or otherwise read from a
Token) that uses secure cryptographic process to protect data integrity on
the stripe, and reveals any alteration or counterfeiting Referred to as CAV,
CVC, CVV or CSC depending on payment card brand as follows:

(a) CAV - Card Authentication Value (JCB payment cards)

(b) CVC - Card Validation Code (MasterCard payment cards)

(c) CVV -Card Verification Value (Visa and Discover payment cards)

(d) CSC - Card Security Code (American Express)
or
(ii) the three digit value printed to the right of the credit card number in the
signature panel area on the back of the card. For American Express cards,
the code is a four digit unembossed number printed above the card number
on the face of all payment cards. The code is uniquely associated with each

individual piece of plastic and ties the card account number to the plastic.
The following provides an overview:

(a) CID - Card Identification Number (American Express and Discover
payment cards)

(b) CAV2 - Card Authentication Value 2 (JCB payment cards)
(c) CVC2 - Card Validation Code 2 (Master Card payment cards)

(d) CVV2 —- Card Verification Value 2 (Visa payment cards);

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“Cash and Stock
Management Business
Capability"

means the Business Capability referred to at paragraph 2.11 of Schedule
B3.2;

"CCN" means a Change Control Note (q.v.);

“CCN 1600” means Change Control Note 1600 signed by the Parties on 22 February
2016;

"CCN List" the CCD entitled "Application of CCNs to the Contract Baseline"

(BP/CON/271);

“CCN Service List"

means the list in Annex D to Schedule D1;

“CE Mark”

means a mandatory European marking for certain product groups to
indicate conformity with the essential health and safety requirements set
out in European Directives;

“Central Network"

shall have the meaning given to it in paragraph 3.3.2(a) of Schedule B3.3;

“Central Network Service"

means the Service referred to in line 6 of Table A of Schedule B3.1;

“Central Telecom
Infrastructure"

means those networking elements that provide connectivity from the Data
Centre to the sites referred to in paragraph 1.3.3 of Schedule B3.3;

"Certificate of Posting” or
"cop"

means a printed receipt provided to a Customer as evidence of the posting
of the Customer's mail;

“CIT”

means a testing process used to validate interactions between separately
developed components, especially in the Counter and Branch Access
Layer, before they reach formal testing.

“Change Control Note"

means a document used in the Change Control Procedure and defined in
Schedule A3;

“Change Control
Procedure" or "Change
Control"

means the procedure described in Schedule A3;

“Change Request" or "CR"

shall have the meaning given to it in paragraph 3.1.1.2 of Schedule A3;

“Channel Integration
Capability”

has the meaning set out in Annex D of the CCD “Data Centre Operations
Service: Service Description (SVM/SDM/SD/0003)’;

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"Charges"

means the charges payable by Post Office under this Agreement as
specified in Schedule D1 or elsewhere in this Agreement;

“Clean Room Rules"

shall have the meaning given to it in the definitions section of Annex 2 to
Schedule B6.2;

"Client"

means an organisation (in respect of the Banking Functions, other than a
Bank, and in respect of Debit Card functions, other than banks and building
societies) on behalf of which Post Office provides a service to Customers
at Branches or an organisation from which Post Office receives Data Files
or to which Post Office sends Data Files using the Post Office Data Gateway
Business Capability;

“Client File Delivery (CFD)
Support Facility”

means the support facility described in 6.2 ‘Client File Delivery Support
Facility’ of Schedule B3.2;

"Client Service Type"

means a variant of a standard service with detailed aspects of that service
customised to meet a specific Client's needs;

“Client Take-On Service"

means the Service referred to in line 5 of Table B of Schedule B3.1;

“Cloud Services” or “K5
Cloud Services”

means the K5 cloud platform including all associated products and services
as provided by Fujitsu Services for the purposes of Fujitsu Services hosting
certain services for the Post Office from time to time, the terms for which
are set out in Schedule 4 (K5 Cloud Services);

“CMT Service"

means the Service referred to in line 15 of Table A of Schedule B3.1;

"Codified Agreement" shall have the meaning set out in Recital A;
“Collaboration means compatible audio and video conferencing facilities between the Post
Technology” Office and Fujitsu Services with the ability to share screens:

“Collect and Returns”

means the web service provided by Fujitsu that allows Royal Mail to offer a
local collection and return service to online retailers

“Commercial Leads"

means the individuals, one from each of Post Office and Fujitsu Services,
who have the lead role in relation to the Commercial Relationship, as
identified in Schedule A2;

“Commercial Relationship’

shall have the meaning set out in Annex 1 of Schedule A2;

“Commercial Terms"

means the commercial terms which form part, or are intended to form part,
of a Work Order and describe the terms on which the relevant work is to be
carried out or goods supplied including:

and

(a) the charges which are payable in respect thereof,

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(b) any conditions which have to be fulfilled if an Agreed Form Terms
& Conditions or Work Order is to be valid (for example, conditions
as to the time within which the proposed Agreed Form Terms &
Conditions signed by Post Office must be received);

“Committed Development
Spend”

has the meaning as set out in Schedule I

“Committed Period”

has the meaning as set out in Schedule I

“Committed Spend”

has the meaning as set out in Schedule I

“Common Digital
Platform” (“CDP”)

means a platform that is external to Fujitsu Services

“Common Digital Platform
Adaptor” (“CDPA”)

means the interface that allows for the transference of data into Fujitsu
Services domain via the CDP

“Comparative Service
Provider"

means a provider of Comparative Services;

“Comparative Service" or
“Comparative Services"

means Equivalent Services to the Benchmark Service or Competitive
Tendering Service in question for which tenders will be sought in
accordance with Competitive Tendering;

“Compensation Amount”

shall have the meaning set out in Clause 39C.8;

“Competitive Tendering
Services"

means the Testable Service or Testable Services the subject of Competitive
Tendering at any one time;

“Competitive Tendering"

means a formal tendering exercise as described in Schedule D6 seeking
tenders from Comparative Service Providers for Comparative Services;

“Component Integration
and Test (CIT) Rig”

means the RIG used by Development staff to link code modules together
and to perform development testing, prior to hand over to the independent
Test Team;

“Conditionality Expiry
Date"

means 23:59:59 on 28 February 2007 or such later date as the Parties may
agree;

“Conditionality Period"

means the period commencing on the Amendment Date and ending on the
earliest to occur of the following:

- receipt by Fujitsu Services of a Funding Notice;

- receipt by Fujitsu Services of notification in writing by Post Office
that it will not deliver a Funding Notice;

- expiry of notice to provide Purchase Order Cover; and

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- the Conditionality Expiry Date;
“Confidential Information" I means all information (other than Escher Confidential Information)

designated as such by either Party in writing together with the Source Code
of Specially Written Software, the existence and terms of this 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;

“Configured POL FS"

means the elements of the SAP Software hosted within the Infrastructure
that are configured by Post Office or by third parties for Post Office use, a
primary function of which is to enable the consolidation of all cash and near
cash within Post Office’s network of Branches including, without limitation,
all instances of such software in live operational use or used in development
or testing environments hosted within the Infrastructure. Although hosted
within the Infrastructure, Configured POL FS shall be deemed not to be a
part of the Infrastructure and is not Software or an Application or a Business
Capability and Support Facility;

Configured POL MI

Means the elements of POL MI Software hosted within the infrastructure
that are configured by Post Office or by third parties for Post Office use,
including, without limitation, all instances of such software in live operational
use or used in development or testing environments hosted within the
Infrastructure, Configured POL MI shall be deemed not to be a part of the
Infrastructure and is not Software and is not one of the Applications;

“Contactless Transaction”

means a retail transaction whereby payment cards are scanned by the card
reader resulting in there being no need for PIN entry, use of a magnetic card
reader or signature. Transaction limits are set at a fixed amount and may
be changed from time to time, by prior agreement with Post Office, via
Reference Data;

“Contract Controlled
Document" or "CCD"

means a document which is listed as such in a Schedule of this Agreement
or designated as such in a CCN agreed after the date of signature of
CCN1200;

“Contract Manager"

means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

“Contract Referenced
Document" or "CRD"

means a document which is listed as such in a Schedule of this Agreement
or designated as such in a CCN agreed after the date of signature of
CCN1200;

“Contract Reversal
Adjusted Charges"

shall have the meaning set out in paragraph 3.2 of Schedule A6;

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“Contract Reversal Initial
Charge"

shall have the meaning set out in paragraph 3.1 of Schedule A6;

“Contracted Volume"

means each of the levels defined as a "Contracted Volume" in the CCD
entitled "Horizon Capacity Management and Business Volumes"
(PA/PER/033) applicable to components of the Infrastructure as specified
in that CCD;

“Contractors”

shall have the meaning set out in 61.4.3(b);

"Core Document Set"

means the CCDs indicated to be within such set in the CCD entitled "Post
Office Contract Controlled and Contract Referenced Document List"
(COM/CUS/SPE/0001);

“Core Team”

means those personnel identified as such in the minutes of the Demand
Planning Forum;

“Counter Availability SLT"

means the SLT relating to Counter Position availability referred to in section
2.3.4.2.2 of the CCD entitled "Branch Network: Service Description"
(SVM/SDM/SD/0011);

“Counter Base Unit”

The PC element of the Counter Equipment;

“Counter Clerk"

means a person who serves Customers at Counter Positions in a Branch;

“Counter Equipment”

means the PC’s, printers, screens, local area network and other equipment
installed by Fujitsu Services in Branches for the provision of the Services
which shall be supported by the Engineering Service until its expiry on 31°
March 2015;

“Counter Gold Build”

A compiled set of operating system, driver and application system code
which can be installed onto a Counter Base Unit, upon which the main
application system code, and subsequent patches and changes, can be
applied. Occasionally, new Counter Gold Build versions may be created,
either as the only way that required change can be released, or with the aim
of reducing the volume of subsequent updates required for a new or
replaced Counter to build to the appropriate software version;

“Counter Position"

means an IT device (with a counter identifier within the Horizon system)
where a Customer transacts business with a Counter Clerk or other Sub-
Postmaster or Post Office representative or with a similarly automated
back-office position in a Branch where a User carries out administration;

“Counter Training Offices"
or "CTOs"

means the locations where New CTO Configurations or Old CTO
Configurations are installed;

“Court Case Support
Services”

shall have the meaning set out in Clause 25.8;

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“Credence/MDM Service” means the Service referred to in row 21 of Table A of Schedule B3.1 which
expired on the 31%' March 2016. From 1°‘ April 2016, where reference is
made to Credence/MDM Service in a remaining Service Description then to
the extent which there is the requirement for an interface between the
Credence/MDM Service and its replacement, then Fujitsu shall work with
Post Office Limited and/or the Post Office Limited Service Integrator (at
Post Office’s cost) to create and/or amend the interface to work with the
replacement Credence/MDM Service to be provided by the Next Supplier
using the Change Control Procedure;

“CSRDE" shall have the meaning given to it in the CCD entitled “Postal Services
Business and Operational Context” (REQ/CUS/BRS/0001);

“CTO Branch" means a Counter Training Office;

“CTO Counter" means a simulated Counter Position in a CTO Branch;

"Customer" means a person transacting, or seeking to transact, business with Post
Office, through the Infrastructure;

“Customer Agreement” means the standard Microsoft Cloud Agreement that Microsoft requires all
customers of the Microsoft Azure Services to enter into as set out in
https://msdn.microsoft.com/en-us/partner-center/agreements (or
successor site), as updated from time to time, and which for clarity also
includes the update known as the “Financial Services Amendment’
document reference (MCA)(FSIAm)(WW)(ENG)(Oct.2017Partner Center)
as may be updated from time to time;

“Customer Content” has the meaning set out in paragraph 2.4.2 of Schedule 14 (K5 Cloud
Services);

“Customer Session" means a set of contiguous Transactions recording business transacted by
a single Customer;

"D Messages" means a message transmitted to the DRSH when the amount included in
settlement of a Banking Transaction differs between the Bank and the
Counter Position;

"D8 Charges" means the HNG-X Development Charges and the Associated Change
Development Charges;

“Daily Stand Up” means a meeting of the Sprint Team on each business day during the DDS
Term (except during any period of leave agreed by the parties) to discuss:
(i) tasks completed on the previous business day; (ii) tasks to be completed
on the current business day; and (iii) any impediments potentially affecting
attainment of the Sprint Requirements;

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“Data Centre" or "Data
Centres"

means any one or more data centres (as the context requires) connected
to the Infrastructure and used by Fujitsu Services in the provision of the
Services;

“Data Centre Operations
Service"

means the Service referred to in row 4 of Table A of Schedule B3.1;

“Data Controller"

means Post Office or any Bank, Client or other third party who is the Data
Controller (within the meaning ascribed to that expression in the Data
Protection Act 1998) of any Personal Data which are processed by Fujitsu
Services under the applicable provisions of this Agreement;

“Data File"

means a set of electronic data, contained within a single file and held, used
or transmitted as part of any of the Services provided by Fujitsu Services;

“Data Processor"

shall have the meaning given thereto in the Data Protection Act 1998;

“Data Reconciliation
Service Host" or "DRSH"

means the server in a Data Centre used for processing and storing Banking
Transaction and DC Transaction and ETU Transaction data for
reconciliation and retrieval purposes;

“DC Authorisation Agent"

shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001));

“DC Data"

means any or all of the following:

(a) data transmitted and received between the DC Authorisation Agent
and the Merchant Acquirer;

(b) data transmitted and received between the DCM and the Merchant
Acquirer; and

(c) Sensitive DC Data included in a BIM Report;

“DC MoP"

means a Method of Payment where the form of payment is a DC Token;

“DC Token"

shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001));

“DC Transaction"

shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001))

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"DCM" shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001))
“DDS Commencement I means 1 August 2018;
Date”

“DDS Rate Card”

means the meeting described under the heading DDS Service Review in
Part 1 of Appendix 4 (Governance) of Schedule 13 (Digital Development

Services);

“DDS Service Review”

means the meeting described under the heading DDS Service Review in
Part 1 of Appendix 4 (Governance) of Schedule 13 (Digital Development

Services);

“DDS Term”

means the period of time from the DDS Commencement Date until 34
March 2023;

“DDS Tools”

means the tools listed _in Appendix 6 (Tools) of Schedule 13 (Digital
Development Services), together with any other tools required for delivery
of the DDS as agreed between the parties and specified in the Product
Overview Document;

“Debit Card"

means the elements that support DC MoP, being, as applicable in
accordance with this Agreement:

(a) the Horizon Application referred to at (as applicable) paragraph
2.10 of Schedule B4.2 or paragraph 9 in Part 2 of Annex 2 to
Schedule BS; or

(b) the Payment Management Business Capability;

“Debit Card Obligation"

means each of the Post Office Responsibilities:

(a) identified in paragraphs 5.10 to 5.13 (inclusive) of Annex B to

Schedule A5 (as applicable); or

(b) classified as a Debit Card Obligation in accordance with paragraph
2 of Schedule A5;

"Debit Card
Responsibility"

means each of the Post Office Responsibilities:

(a) identified in paragraphs 5.1 to 5.9 (inclusive) of Annex B to

Schedule AS (as applicable); or

(b) classified as a Debit Card Responsibility in accordance with
paragraph 2 of Schedule A5;

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"Decision" any decision or action which falls within the scope of responsibility of the
relevant Relationship as described in the relevant part of Annex 1 to
Schedule A2;
"Default" means any breach of the obligations of either Party (including but not limited

to fundamental breach or breach of a fundamental term) or any default, act,
omission, negligence or statement of either Party, its employees, agents or
sub-contractors in connection with or in relation to the subject matter of this
Agreement and in respect of which such Party is liable to the other;

“Definition of Done”

means, in respect_of any Sprint Requirement, the criteria_set_out_in
Appendix 2 (Definition of Done) of Schedule 13 (Digital Development
Services) as well as any additional specific criteria agreed by the parties

that must be successfully met for the specific Sprint Functionality to be
considered complete;

“Definition of Ready”

has the meaning given in paragraph 1.11 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);

“Delivered Sprint
Requirement”

means a Sprint Requirement that is Accepted;

“Demand Forecast”

means the overall forecast of demand for the Digital Development
Services, including details of all Products within scope of DDS;

“Demand Planning Board"

Has the meaning set out in Annex 1 of Schedule A2;

"Dependencies"

means a Task to be performed by one Party upon which the performance
of any other Task by the other Party depends, such Tasks being identifiable
from the HNG-X Programme Plan and further described, as at the date of
signature of CCN1200, in Part 3 of Annex 1 to Schedule B5;

“Deposited Software"

means all software designated as such by the Parties from time to time;

“Design and Architecture
Requirements"

means the HNG-X Requirements referred to in Annex 7 to Schedule B6.1
as may be amended under the HNG-X Programme Requirements Change
Control Process or in accordance with the Change Control Procedure;

“Design Authority"

means, as the context requires, the Post Office Design Authority or the
Fujitsu Services Design Authority;

“Design Limit"

means each of the levels defined as such in the CCD entitled "Horizon
Capacity Management and Business Volumes" (PA/PER/033);

“Design Proposal"

means a Work Package related development document, as further
described in accordance with paragraph 8 of Schedule 20 of Baseline 7;

“Design Purpose"

means any one or more of the following purposes:

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(a) to support the evaluation, selection or procurement of third party
software applications or Branch Hardware for integration into the
Horizon Service Infrastructure;

(b) to assist a third party in its development of a software application or
Branch Hardware for integration into the Horizon Service
Infrastructure;

(c) to assist with integration of the Horizon Service Infrastructure with
other systems; and/or

(d) to understand how to replace the Horizon Service Infrastructure and
the Horizon Applications in the long term, including interfaces with
software to be retained beyond the term of this Agreement;

“Developed means documentation, which is not Specially Written Documentation,

Documentation" produced by or on behalf of Fujitsu Services:

(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and

(b) under a Work Order for Development Services, such
documentation having been;

(i) specified as a deliverable for the Post Office in that Work
Order; or

(ii) requested by the Post Office as a deliverable and
acknowledged and produced by Fujitsu Services for the
Post Office on that basis in the course of Fujitsu Services’
performance of professional services during the stages:
strategic approval; start-up and feasibility; or requirements
analysis, of the development process or lifecycle;

“Development Capacity means the Fujitsu Services resources undertaking ASM which the

Resources” parties have agreed should be assigned to undertake Capital
Projects.

“Development Charges" means the Charges for the Development Services, as set out in paragraph
10 of Schedule D1;

“Development Director" means the person designated in writing by Fujitsu Services to Post Office
as holding that position for the purposes of this Agreement from time to
time;

“Development Lifecycle shall have the meaning given to it in paragraph 4.1 of Schedule B1.1;

Stage"

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“Development Lifecycle" shall have the meaning given to it in paragraph 4.1 of Schedule B1.1;
“Development means a set of production processes and management disciplines for the
Methodology” effective development and implementation of software and/or infrastructure

projects;

“Development Obligation" I means the relevant obligation imposed on Fujitsu Services when Clause
34.5.6(b) applies:

1) in respect of the HNG-X Service Infrastructure and the Business
Capabilities and Support Facilities, to comply with the System
Capacity and Performance Requirements, the Training
Requirements, the Operational and Support Service
Requirements, the Migration and Implementation Requirements,
the Design and Architecture Requirements, the Security
Requirements, the Development Requirements and the Testing
Requirements, each as referred to in paragraph 4.1.1 of Schedule
B6.1;

2) in respect of the functionality of the Business Capabilities and
Support Facilities (other than the HNG-X User Interface and the
Postal Services Business Capability), to ensure that such
functionality accords with the Business Equivalence Principles; and

(c) in respect of the HNG-X User Interface and Postal Services
Business Capability, to ensure that they meet the business needs
that are met by the comparable part of the Horizon Applications (it
being acknowledged that any similarities between the style and
graphical realisation of the HNG-X User Interface and the user
interface(s) of the comparable Horizon Applications as may arise
shall only arise as a matter of coincidence through the proper
operation of the Clean Room Rules),

(together the "Development Obligations’

“Development SAP until 31 March 2014 shall have the meaning given to it in the “Data Centre
Systems" Operations: Service Description” (SVM/SDM/SD/0003). From 1 April 2014
until 23:59 on the 4" October 2016 shall have the meaning given to it in the
“POLSAP Applications Support Service: Service Description”
(SVM/SDM/SD/2306);

From 5" October 2016 shall have the meaning given to it in the “POLSAP
Hosting Service, Service Description” (SVM/SDM/SD/2191)

“Development Services" shall have the meaning given to it in paragraphs 3.1 and 1.4 of Schedule
B11;
“Dialled Connection" means a network connection to a Branch to be established for the purposes

of transferring data between that Branch and _a Data Centre and

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disconnected once that data transfer is complete, including such
connections established via satellite;
“Digital Development Means those services described in Schedule 13 (Digital Development
Services (DDS)” Services);

means the meeting described under the heading Digital_Demand
Forecasting Board in Part 1 of Appendix 4 (Governance) of Schedule 13
Digital Development Services);

“Digital Demand
Forecasting Board”

“Dispute” means any dispute arising out of or in connection with this Agreement;

“Dispute Owner" shall have the meaning given to it in paragraph 5.1.1 of Annex 2 to
Schedule A2;

“Dispute Resolution means the procedure set out in Annex 2 to Schedule A2;

Procedure" or "DRP™

“Disputed Banking means Within Period One (as defined in the Service Description for the
Transaction Notice" Security Management Service), notification (and the provision of related
information) of a Banking Transaction, which requires investigation, to
Fujitsu Services’ management support unit (MSU) in accordance with the
procedure set out in the Service Description for the Reconciliation Service
for raising a DBTN (as referred to in that Service Description);

“Disrupted Spirit” has the meaning given in paragraph 11.4 of Schedule 13 (Digital
Development Services);

DIW Means the Dynamic Information Warehouse application developed on
behalf of Post Office and hosted by Fujitsu Services;

“DOORS” means the requirements management tool used by Post Office for version
control and management of requirements;

“Downtime” means the period (counting time from within the period 08:00 to 18:30 hours
of each relevant Post Office Core Day only - excluding Saturday)
commencing with a call being made to the Service Desk until resolution of
that call (being the point in time when full operational service has been
restored to the customer), less all time categorised as "suspended help
desk call" as agreed from time to time between Fujitsu Services and Post
Office;

“DR Data Centre" means the Data Centre described as such in sections 2.9 and 3.9 in the
Service Description for the Data Centre Operations Service;

“DRP" means the Dispute Resolution Procedure;

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“DUKPT" means derived unique key per transaction;
"DVLA" means the Driver and Vehicle Licensing Agency;

“DVLA Licensing Business
Capability"

means the Business Capability referred to at paragraph 2.6 of Schedule
B3.2;

“DVLA On-line Link"

means the communication links between the Data Centres and the systems
of the Driver and Vehicle Licensing Agency;

“DVLA POME" means (as applicable) the enquiry service described in paragraph 2.2.6 of
Schedule B4.2 or paragraph 2.5 of Part 2 of Annex 2 to Schedule B5;

“EDG" means Post Office’s external data gateway for routing Transaction data
from the Infrastructure to Clients;

"EIR" means the Environmental Information Regulations 2004;

“Electronic Top-Up
Business Capability"

means the Business Capability referred to at paragraph 2.7 of Schedule
B3.2;

“EMIS" means the electronic management information service provided by the
Merchant Acquirer;

“EMV" means the Europay Mastercard Visa standard for financial smart cards;

“End Point” means the starting point of a file transferred into PODG or the destination

point of a file transferred from PODG;

“End to End Banking”

means the end-to-end systems and services (of which (without limitation)
the NBS, the NB System and Bank systems form part) required to deliver
network banking to Customers;

“End to End Services"

means the end-to-end systems and services (of which the Infrastructure
and the Services form part) required to deliver services to Customers;

“End User"

means any employee of any member of the Royal Mail Group (and any
Agent or employee thereof) carrying out or involved in the carrying out of
the business of the Post Office;

“Engineering Service"

means the Service referred to in row 2 of Table A of Schedule B3.1; until the
318' March 2015, thereafter the Engineering Service shall, if required by
Post Office, be replaced by a service similar to the Engineering Service to
be provided by the Next Supplier. From 1%! April 2015, where reference is
made to Engineering Service in a remaining Service Description then to the
extent to which:

1. Fujitsu is dependent on an element of the Engineering Service to
deliver the relevant Service, this shall constitute the dependencies
on Post Office described in Section 1.8 of Schedule A5 — Post

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Office Responsibilities, Annex A to deliver to facilitate Fujitsu’s
delivery of the Service;

2. Where there is the requirement for an interface between the Service
and the replacement Engineering Service, then Fujitsu shall work
with Post Office and/or the Post Office Service Integrator (at Post
Office’s cost) to create and/or amend the interface to work with the
replacement Engineering Service using the Change Control
Procedure;

“e-pay" means the third party, providing services to or for the benefit of Post Office,
that facilitates the handling and authorisation of ETU messages (including,
without limitation, ETU Requests and ETU Authorisations);

“EPOSS" means the Horizon Application referred to at (as applicable) paragraph 2.1
of Schedule B4.2 or paragraph 1 in Part 2 of Annex 2 to Schedule B5;

“Equipment" 1. In the period up to 31°* March 2015, any physical hardware (excluding
Paypoles and including, without limitation, supply cords, interface
cables and cords, User-installable components and peripherals)
forming part of the Infrastructure and Stand-Alone Hardware
supplied by Fujitsu Services;

2. In the period from 1%' April 2015, any physical hardware (including,
without limitation, supply cords, interface cables and cords, User-
installable components and peripherals) forming part of the
Infrastructure supplied by Fujitsu Services;

“Equivalent Services" means, in relation to a Testable Service, a service or services which, at the
time that Testable Service is subject to Market Testing, are available from
the market:

(a) to meet the same business requirements and the same or
substantially the same specification for that Service (as reflected
in all provisions of this Agreement relevant to that Service and the
basis on which it is provided); and

(b) achieve the same or substantially the same Service Levels as
those applicable in respect of that Testable Service;

“Escher” means Escher Group Ltd, having its principal office at 101 Main Street,
Cambridge, Mass. 02142;

“Escher Confidential means the information referred to in paragraph 2.2 of Schedule C3;
Information"

“Escher Software User" means:

(a) any person authorised by Post Office to use the Services in a franchise
post office or sub-post office, including without limitation sub-post

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masters on a non-franchise contract and franchisees of post offices or
sub post offices (together with their employees); and
(b) any employee of Post Office or employee of Royal Mail Group on behalf
of Post Office involved in the development, operation, receipt and/or
management of the Existing Services;
“Escher Upgrade means WebRiposte, Asset Manager, Framework and Mails and references
Software" to the “software” in paragraph 2 of Schedule B4.1 shall, unless the context

clearly indicates otherwise, be a reference to the Escher Upgrade Software;

“Estimating Methodology” I means the agile methodology used for the purposes of sizing User Stories

and allocating an appropriate number of Story Points, as agreed between
the parties:

ETL Means the Extract, Transform and Load application developed on behalf of
Post Office and hosted by Fujitsu Services;

“ETU" or "ETU means, as applicable in accordance with this Agreement:

Application"

(a) the Horizon Application referred to in (as applicable) paragraph 4.3
of Schedule B4.2 or paragraph 12 of Part 2 of Annex 2 to Schedule
B5; and/or

(b) the Electronic Top-Up Business Capability;

“ETU Agent" means the software applications used to process:

(a) ETU Requests and ETU Authorisations transmitted between Branches
and e-pay, and

(b) ETU CO messages received from the Branches, which are converted
into ETU Reversals;

“ETU Authorisation" means an authorisation message transmitted on-line from e-pay or the ETU
Agent in response to an ETU Request, stating whether that ETU Request
has been approved or declined;

“ETU CO Confirmation" means a confirmation message written by the ETU Counter Application
during an ETU Transaction when that ETU Transaction has been declined
for a reason other than the receipt from e-pay of an ETU Authorisation
declining the ETU Transaction;

“ETU Co" means a priority message automatically generated following a counter
timeout for transmission from a Branch to an ETU Agent;

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“ETU C1 Confirmation" means a confirmation message written by the ETU Counter Application
during an ETU Transaction when that ETU Transaction has been

completed;

“ETU Counter Application" I means the application software that contains the business logic controlling
the dialogue with Users of the ETU;

“ETU Decline" means an instruction contained in an ETU Authorisation to refuse an ETU
Transaction received from e-pay. "Declined" and "Declining" as used in the
CCD entitled "ETU Definition" (BP/SPE/044) shall be construed

accordingly;

“ETU Receipt" means a paper receipt issued during an ETU Transaction either as a record
of that ETU Transaction or as part of the process of carrying out that ETU
Transaction;

“ETU Request" means a priority request message generated for transmission from a

Branch to e-pay in order to undertake an ETU Transaction for a Customer;

“ETU Reversal" means a message automatically generated by an ETU Agent upon receipt
of an ETU CO message, for transmission from an ETU Agent to e-pay in
order to nullify an ETU Request;

“ETU System" means the elements of the Infrastructure and the ETU Counter Application
which support operational use of the ETU Application;

“ETU Token" means a Token supported by ETU, as described in paragraph 5.2.1 of the
CCD entitled "ETU Definition" (BP/SPE/044);

“ETU Transaction" means any one or more of the following Transactions supported by ETU:
(a) the purchase of a card based top-up product;

(b) the purchase of a card based PIN product;

(c) the purchase of a PIN/e-voucher product;

(d) the refund of a card based Transaction;

(e) the refund of a PIN/e-voucher Transaction;

“Event" means a recorded and auditable instance of business administration
activity, such as the registration of a new User, or the production of a Report;

“Executive Review" shall have the meaning given to it in paragraph 3.1 of Annex 2 to Schedule
A2;

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“Existing Equipment"

means the Counter Equipment at the Amendment Date;

“Existing Functionality"

means the functionality of the Applicable Horizon Baseline, including any
functionality that has been rendered inactive (through Reference Data or by
other means), but excluding any functionality that relates exclusively to a
Redundant Business Function;

“Existing Licences"

means in respect of:

(a) WebRiposte, Asset Manager and Framework, the licensing agreements
between Fujitsu Services and Escher dated 20 December 2000 and
8 May 2001 together with variation agreements dated 18 April 2002
and 26 June 2002 for each of these licence agreements; and

(b) Mails Product, the applicable licensing provisions of the agreement
between Fujitsu Services and Escher dated 20 December 2002;

“Existing Services"

means, in respect of each Branch, the Services provided over the
Infrastructure, using the Horizon Applications to that Branch, prior to the
HNG-X Date for that Branch;

“Exit Plan" or "Exit Plans"

means the General Exit Plan and/or the HNG-X Exit Plan (as applicable);

“Exit Scenario"

shall have the meaning given to it in paragraph 3.2.3(a) of Schedule E;

“Exit Strategy"

means the exit strategy document containing the information described in
paragraph 3.2.3(a) of Schedule E and developed and maintained pursuant
to Schedule E;

“Expected Engineering
Volume”

has the meaning given in paragraph 5.12.4 of Schedule D1;

“Expert”

shall have the meaning given to it in paragraph 7.1 of Annex 2 to Schedule
A2;

“Expired Services”

means services which were previously provided by Fujitsu to the Post
Office but which have been terminated or have expired: the Service Desk
Service, the Engineering Service, the Credence/MDM Service and the
Salesforce Support Service;

“Expiring Services”

means:

(i) Engineering Service, and Service Desk Service each of which have an
expiry date of 31st March 2015; and

(ii) POLSAP Applications Support Service which has an expiry date of
23:59 on the 4" October 2016; and

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(iii) CMT Service which has an expiry date of 31st March 2018; and

(iv) Salesforce Support Service which has an expiry date of 31st March
2016; and

(v) POLSAP Hosting Service which has an expiry date of 31°t March
2019; and

(vi) Credence/ MDM Service which has an expiry date of 31st March
2016; and

(vii) Operational Business Change (Branch Change) Service, which has
an expiry date of 31st March 2023 ;

(viii) Branch Network Service which has an expiry date of 31st March 2018.

“Expiry Date" means the offer expiry date specified in the Commercial Terms for a Work
Package or Work Package Element;

“Expiry Licence Fee” means the fee payable by Post Office to Fujitsu Services under Clause
30.19.1 or Clause 30.19.3 (as applicable);

“Facilitator” has the meaning given to it in paragraph 3.4 of Annex 2 to Schedule A2;

"FAD" means a unique code that identifies a particular Branch;

“Failure Event" means an event or series of connected events which causes one or more
Counter Positions to be deemed Unavailable due to a Network Wide
Failure or Local Failure. Ongoing failures will be deemed to be part of such
Failure Event until the Failure Event is closed in accordance with the
Incident closure process which is set out in the Working Document entitled
"Major Incident Process" (SVM/SDM/PRO/0001) (‘Incident Closure
Process');

“File Management Support I means the Support Facility referred to at paragraph 3.5 of Schedule B3.2;
Facility"

“Final Period" shall have the meaning set out in paragraph 2.4 of Schedules C1 or B4.4,
as applicable;
“Financial Year" means each period during the term of this Agreement commencing on 1

April in any calendar year and ending on 31 March in the following calendar
year, save that if this Agreement is terminated early the date of termination
shall be deemed to be the end of a Financial Year;

“Fixed Connection" means a network connection, other than an ADSL Connection, to a Branch
which is intended to be established and held open between times agreed
by the Parties;

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"FOIA" means the Freedom of Information Act 2000;
“FOIA Order" shall have the meaning given to it in paragraph 2.9.5 of Schedule A4;

“Force Majeure"

shall have the meaning set out in Clause 60.1;

“Framework” means the Software referred to as such and identified in row 5 of Table 1 of
Schedule B4.1 or row 3 of Table 4 of Schedule C3 (as applicable);
“Framework Agreement" shall have the meaning set out in Clause 61.4.3(b);

“Fraud Event"

means any single act of fraud or other criminal activity carried out by a
person or more than one person acting together or a series of such acts
which are committed by the same person or persons as part of a scheme
or plan using the same or similar methods in each case;

“FRIACO"

means flat rate internet access call origination;

“FS Listed Personnel"

means (a) the persons from time to time fulfilling the role of the persons
whose job titles are currently ‘Business Unit Director’, ‘Commercial Director’
and ‘Business Development Director’; (b) any Fujitsu Services members of
the Systems Integration Partnership and Executive Relationship who are
not in (a); and (c) the persons fulfilling the roles within Fujitsu Services’
human resources department which are notified to Post Office in writing
from time to time;

“FS Task"

means a Task to be performed by Fujitsu Services;

“Fujitsu Background IPR"

means all Intellectual Property Rights owned by Fujitsu Services or a
member of the Fujitsu Services Group and either (i) created prior to the
Project HNG-X Commencement Date or (ii) created after the Project HNG-
X Commencement Date and independently of this Agreement but
excluding, for the avoidance of doubt:

(a) Post Office Foreground IPR;
(b) Licensed IPR; and

(c) all IPR required to be assigned to Post Office pursuant to Clause
29;

“Fujitsu Dependency”

means with respect to:

(a) Post Office (including the Post Office Service Integrator to the extent
to which it acts as the managing partner of Post Office):

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1. a current Fujitsu Services obligation under this Agreement
(including as set out in Schedule F);and

2. any additional obligations which Post Office and Fujitsu
Services agree as part of the impact analysis performed
in contemplation of the appointment of the Post Office
Service Integrator by Post Office and/or the Partial
Termination or termination of any Terminable Service on
which Post Office is wholly or partially dependent in order
that it may fulfil its own obligations under any agreement
relating to the Towers Model; and

(b) a Tower Contractor, any obligations which Post Office and Fujitsu
Services agree as part of the impact analysis performed in contemplation
of the appointment of the Post Office Service Integrator by Post Office
and/or the Partial Termination or termination of any Terminable Service on
which any Tower Contractor (which is the Next Supplier with respect to the
relevant Terminable Service) is wholly or partially dependent in order that it
may fulfil its own obligations under any agreement relating to the Towers
Model. For the avoidance of doubt, this may include:

1. obligations that Fujitsu Services currently has to Post
Office under the Agreement (including as set out in
Schedule F) on which the Tower Contractor is dependant
to deliver its services to Post Office under any agreement
relating to the Towers Model; and

2. additional obligations which the parties agree as part of
the impact analysis;

“Fujitsu Developed means Developed Documentation that is not Post Office Developed
Documentation" Documentation;

“Fujitsu Global Cloud means Fujitsu Services’ commodity infrastructure as a service offering as
Service” more particularly described in the service description available at
http://globalcloud.uk.fujitsu.com;

“Fujitsu Guarantees" means the Fujitsu Services Holdings guarantee dated 31 December 2002
and the Fujitsu Limited guarantee dated 31 December 2002;

“Fujitsu Personnel” means employees of Fujitsu Services , its agents, its consultants and its
sub-contractors and of any other person who provide or are involved in the
provision of the Services;

“Fujitsu Service Cost" means in respect of any work carried out by Fujitsu Services, all direct
material, supplier, subcontractor and Fujitsu Services labour costs
(including, as appropriate service management and/or project costs)
reasonably incurred by Fujitsu Services in carrying out such work, plus
those indirect costs exclusively incurred in relation to the relevant work,
including 6% Horizon contract management overheads, but excluding
group overhead recovery;

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“Fujitsu Services"

means Fujitsu Services Limited;

“Fujitsu Services
Acceptance Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services Change
Control Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding that position for the purposes of this Agreement and the address
of that person to which all Change Requests should be delivered by Post
Office to Fujitsu Services from time to time;

“Fujitsu Services Group"

means Fujitsu Services Holdings plc and its subsidiaries;

“Fujitsu Services Project
Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services Support
Engineer"

means an engineer employed directly by Fujitsu Services or its supplier(s)
with responsibility including the diagnosis, repair and/or swap of Branch
equipment;

“Fujitsu Services SIP Team
Member"

shall have the meaning given to it in paragraph 2.1 of Schedule B1.2;

“Fujitsu Services’ Design
Authority"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

"Fujitsu Services’ HNG-X
Acceptance Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services’ HNG-X
Programme Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services’ Offshore
Design Authority"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services’ Offshore
Project Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services’ SI
Director"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services’
Software"

means software used by Fujitsu Services in connection with the provision
of Services and:

(a) created prior to the Project HNG-X Commencement Date or created
after that date and used solely in connection with the provision of
Existing Services; and

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(b) in which the Intellectual Property Rights are wholly owned by a

member or members of the Fujitsu Services Group,

including, without limitation, the software which is identified as Fujitsu
Services Software in the CCD entitled "Transfer Asset Register"
(COM/MGT/REP/0001);

“Fujitsu Support
Applications”

means the software listed in Schedule G, Annex 1;

“Full Track”

means the entire contents of track 1, 2 or 3 from the magnetic stripe or chip
on a Token;

“Functional Requirements”

means the HNG-X Requirements described in paragraph 4.2 of Schedule
B6.1;

“Functional Requirements
Definition Process"

means the process for the refinement of Functional Requirements set out
or referred to in Part 1 of Annex 11 to Schedule B6.1;

“Funding Notice"

means a notice delivered by Post Office to Fujitsu Services and expressed
to be a Funding Notice given pursuant to Clause 1.1;

"Gain Share"

means the principles set out in Schedule D3 that govern how the Parties
intend to share Benefits resulting from future cost saving initiatives or
development work;

“General Exit Plan"

means the plan set out in Annex 2 to Schedule E to be developed and
maintained in accordance with Schedule E setting out the steps to be
followed in relation to termination or expiry of this Agreement, Partial
Termination and/or expiry of an Expiring Service, as applicable depending
on the applicable Exit Scenario;

“Generic Web Service
(GWS) Client”

means Clients for whom Post Office provides services using the Generic
Web Service Business Capability;

“Generic Web Service
(GWS) Support Facility”

means the support service described in section 6.4 ‘Generic Web Service
Support Facility’ of Schedule B3.2;

“Good Industry Practice”

means the exercise of that degree of skill, care, prudence, efficiency,
foresight and timeliness as would be expected from a leading company
within the relevant industry or business sector;

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“Good Professional means good practices, methods and procedures (or one of a range of
Practice” practices, methods and procedures) which would be adopted by a leading
supplier exercising in the general conduct of its undertaking that degree of
skill, diligence, prudence and foresight which would ordinarily and
reasonably be expected from a leading supplier engaged in the business of
providing services which are the same as or similar to the Services;
“Governmental means any United Kingdom primary legislation and any United Kingdom
Regulation" secondary legislation;
"GPRS" means general packet radio service;

“Group Commercial and I Means the person designated in writing by Fujitsu Services to Post Office
Legal Director” as holding that position for the purposes of this Agreement from time to

time.
"GSM" means global system for mobile communications;
"GSM Connection" means a GSM network connection to a Branch which uses high speed

circuit switched data (HSCSD) technology and is intended to be established
and held open between times to be agreed between the Parties;

“GSM CSD Connection" means a GSM network connection to a single counter Branch which uses
circuit switched data (CSD) technology and is intended to be permanently
installed;

"Guarantor" means either of Fujitsu Services Holdings Plc or Fujitsu Limited;

“H&HNG Systems means the implementation of Infrastructure and software upgrades and

Integration" additions to the Infrastructure (other than the Branch Infrastructure) to

interface to any new systems or Applications and support any new
Services operating end-to-end as defined by Post Office requirements in
the relevant Work Order;

“Hard Cap" shall have the meaning given to it in paragraph 1.3.4 of Schedule D8;

“Hardware” means any hardware used by Fujitsu Services to provide Services under
this Agreement;

“Hardware Impact means:

Assessment"

(a) in relation to any intended Implementation of Branch Hardware,
verification of the Branch Hardware's technical compatibility and ability
to interface with other elements of the Infrastructure; and

(b) in relation to any intended Implementation of Branch Hardware or
Stand-Alone Hardware an assessment of the impact of the intended
Implementation on the Infrastructure and the HNG-X Services
(including, without limitation, the Service Levels and the availability of
suitable support);

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“Hardware
Implementation"

means Hardware Impact Assessment and Implementation Support (as
described under Schedule B1.3 but procured under Schedule B1.1);

“Hardware Procurement”

means the procurement of Branch Hardware or Stand-Alone Hardware;

“Head of Change and IS"

means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

“Head Office Counter
Position"

means a single position gateway configuration or a multi-position gateway
configuration to be installed in Post Office office premises that are not
Branches;

“Help Desk" or "Helpdesk"
or “Horizon System Help
Desk"

means Service Desk provided by Fujitsu until the 2"9 July 2014

“HNG-X Acceptance
Board"

means the board described as such in paragraph 3.1.2 of Schedule B6.3;

“HNG-X Acceptance
Criterion"

shall have the meaning given to it in paragraph 2.3 of Schedule B6.3;

“HNG-X Acceptance
Dispute"

shall have the meaning given to it in paragraph 7.1 of Schedule B6.3;

“HNG-X Acceptance
Dispute Board”

means the board set out at Schedule A2, Annex 1;

“HNG-X Acceptance
Gateway"

means an assessment point at which specific activities or events must meet
agreed HNG-X Acceptance Criteria to the parameters defined in Schedule
B6.3 before proceeding to subsequent dependent activities or events;

“HNG-X Acceptance
Incident Collection"

shall have the meaning ascribed to it in paragraph 2.8 of Schedule B6.3;

“HNG-X Acceptance
Incident"

shall have the meaning ascribed to it in paragraph 2.7 of Schedule B6.3;

“HNG-X Acceptance
Managers"

means the Fujitsu Services’ HNG-X Acceptance Manager and the Post
Office HNG-X Acceptance Manager;

“HNG-X Acceptance
Method"

shall have the meaning ascribed to it in paragraph 2.4 of Schedule B6.3;

“HNG-X Acceptance Plan"

means a plan produced and agreed in accordance with paragraph 2.10 of
Schedule B6.3;

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“HNG-X Acceptance means the acceptance process for the HNG-X System set out or referred
Process" to in Schedule B6.3;
“HNG-X Acceptance means a stage in the HNG-X Acceptance Process referred to in paragraph
Process Stage" 2.2.4 of Schedule B6.3;
“HNG-X Acceptance shall have the meaning given to it in paragraph 5.1 of Schedule B6.3;
Testing Evidence"
“HNG-X Acceptance means the tracking of the HNG-X Acceptance Process as described in
Tracking" paragraph 2.5 of Schedule B6.3;
“HNG-X Acceptance shall have the meaning given to it in paragraph 2.5 of Schedule B6.3;
Tracking Document"
“HNG-X Application" means a software application expressed as series of business capabilities

and support facilities which, as at signature of CCN1200, are summarised
in Schedule B3.2;

“HNG-X Assumptions" means the assumptions and constraints set out in:

(a) the CCDs referred to in Annexes 4, 6 and 8 to Schedule B6.1;

(b) Annex 12 to Schedule B6.1; and

(c) the CCDs entitled “HNG-X Counter Reference Data Delivery Strategy -
Agreed Assumptions and Constraints” (REQ/CUS/STG/0003) and

"HNG-X Branch Exception Handling Strategy - Agreed Assumptions
and Constraints” (REQ/CUS/STG/0002),

“HNG-X Authority Level 1". I means the Post Office HNG-X Programme Manager and the Fujitsu
Services' HNG-X Programme Manager;

“HNG-X Authority Level 2" I means the Post Office Delivery, Integration and Assurance Manager and
the Fujitsu Services SI Director;

“HNG-X Baseline Open means the information set out in the CCD entitled "HNG-X Baseline Open

Book Information" Book Information" (COM/MGT/PRO/0002) version 1.0, dated 16 August
2006;

“HNG-X Central means all of the equipment installed in the Data Centres to provide the

Infrastructure" Business Capabilities and Support Facilities;

“HNG-X Date" means, in respect of each Branch, the Working Day on which the "point of

no return" occurs, as described in paragraph 41 of section 8.5 of the CCD
entitled "HNG-X Migration Strategy — Agreed Assumptions and Constraints"
(REQ/CUS/STG/0001);

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“HNG-X Design means an HNG-X Acceptance Method described as such in Annex C of

Walkthrough" Schedule B6.3;

“HNG-X Development" means all of the following work undertaken by Fujitsu Services pursuant to
this Agreement:

(a) all design, development and testing in accordance with Schedule BS
and Schedules B6.1 and B6.2, other than Associated Change
Development;

(b) all work and activities connected with achievement of HNG-X Initial
Acceptance and HNG-X Final Acceptance;

(c) resolution of HNG-X Medium Severity Acceptance Incidents and
HNG-X Low Severity Acceptance Incidents outstanding following
HNG-X Initial Acceptance and HNG-X Final Acceptance;

(d) any work required in the three months after start of HNG-X Project
Workstream X4 (HNG-X Application Roll Out)} to ensure that the
functionality of the Business Capabilities and Support Facilities
(other than the HNG-X User Interface and the Postal Services
Business Capability) accords with the Business Equivalence
Principles;

“HNG-X Development means the Charges for HNG-X Development calculated in accordance with

Charges" the provisions of Schedule D8;

“HNG-X Development means completion of HNG-X Development by Fujitsu Services such that all

Completion" HNG-X Development Charges shall have been paid or shall have become
due to be paid by Post Office to Fujitsu Services;

“HNG-X Development means the period commencing on the date signature of CCN 1200 and

Period" ending on the completion of HNG-X Development;

“HNG-X Document means an HNG-X Acceptance Method described as such in Annex C of

Review" Schedule B6.3;

“HNG-X Exit Plan" means the plan set out in Annex 3 to Schedule E to be developed and
maintained in accordance with Schedule E setting out the steps to be
followed in relation to termination of Project HNG-X;

“HNG-X Final Acceptance" I means progressing through HNG-X Acceptance Gateway 6 by satisfying all
of the matters referred to in paragraph 4.5.3.1 of Schedule B6.3;

“HNG-X Final Acceptance means the date on which HNG-X Final Acceptance is achieved;

Date"

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“HNG-X Final Development
Charge Date"

means the date on which Fujitsu Services gives notice to Post Office that
no further invoices will be raised in respect of HNG-X Development other
than in accordance with paragraph 3.2 of Schedule D8;

“HNG-X High Level Test
Plans" or "HNG-X HLTP”

shall have the meaning ascribed to it in paragraph 2.6 of Schedule B6.3;

“HNG-X High Severity
Acceptance Incident"

means an HNG-X Acceptance Incident categorised as 'High' in accordance
with Annex A of Schedule B6.3;

“HNG-X Initial Acceptance"

means progressing through HNG-X Acceptance Gateway 4 by satisfying all
of the matters referred to in paragraph 4.5.2.1 of Schedule B6.3;

“HNG-X Initial Acceptance
Date"

means the date on which HNG-X Initial Acceptance is achieved;

“HNG-X Low Severity
Acceptance Incident"

means an HNG-X Acceptance Incident categorised as 'Low' in accordance
with Annex A of Schedule B6.3;

“HNG-X Medium Severity
Acceptance Incident"

means an HNG-X Acceptance Incident categorised as ‘Medium’ in
accordance with Annex A of Schedule B6.3;

“HNG-X Migration
Assumptions"

means the agreed assumptions and constraints in respect of Transition as
set out in the CCD entitled "HNG-X Migration Strategy — Agreed
Assumptions and Constraints" (REQ/CUS/STG/0001);

“HNG-X Minor
Concession”

means an authorised agreement between the Parties to defer or revoke all
or part of a HNG-X Project Requirement where such action has a non-
significant impact to performance or functionality for the purposes of the
HNG-X Acceptance Process;

“HNG-X Monitoring"

means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;

“HNG-X PCI Date”

means, in respect of each Branch, its HNG-X Date or the day on which the
Branch is activated as part of the Horizon PCI Rollout, whichever is the
earlier. The last HNG-X PCI Date shall be no later than completion of T5
(Data Centre Ready for HNG-X) plus 3 months;

“HNG-X Programme
Change Assessment"

means the assessment procedure described in paragraph 3 of Part 5 of
Annex 11 to Schedule B6.1;

“HNG-X Programme
Change Authority"

means the body described in paragraph 1.2 of Part 5 of Annex 11 to
Schedule B6.1;

“HNG-X Programme Plan"

means the plan for the fulfilment of each Party's obligations under this
Agreement in relation to Project HNG-X and certain of the Associated
Change Activities, the initial version of which at Level 2 (as at the date of
signature of CCN1246) is set out in Part 2 of Annex 1 to Schedule BS5, as

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the same is maintained and varied from time to time (as a plan, separate
from Schedule BS5) in accordance with the provisions of this Agreement and,
in particular, Schedule B6.2;

“HNG-X Programme
Requirements Change
Control Process"

means the process described in Part 5 of Annex 11 to Schedule B6.1;

“HNG-X Project Activi

has the meaning set out in paragraph 3.1.1 of Schedule B5 and further
detailed in paragraph 3.2.1 of Schedule B5;

“HNG-X Project Price”

shall have the meaning given to it in paragraph 1.3.1 of Schedule D8;

“HNG-X Project Tasks"

means the Tasks required to be performed by each Party in order to carry
out the HNG-X Project Workstreams;

“HNG-X Project
Workstreams"

means the workstreams listed in paragraph 3.2.1 of Schedule BS, as further
described in Part 1 of Annex 1 to Schedule B5;

“HNG-X Rectification Plan"

means a plan referred to in paragraph 6.4.1 of Schedule B6.3;

“HNG-X Release
Validation"

means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;

“HNG-X Requirement"

means a business requirement of Post Office which is either (i) set out or
referred to in Annexes 3 to 10 (inclusive) of Schedule B6.1 (ii) developed in
accordance with the Requirements Definition Process or (iii) agreed in
accordance with the Change Control Procedure;

“HNG-X Requirements
Assurance"

means the approach agreed by the Parties to the assurance of HNG-X
Requirements as described in paragraph 4 of Part 1 of Annex 11 to
Schedule B6.1;

“HNG-X Requirements
Baselining Process"

means the process described in Part 2 of Annex 11 to Schedule B6.1;

“HNG-X Requirements
Catalogue Draft at
Contract"

means an extract of the HNG-X Requirements Catalogue from DOORS at
the date of signature of CCN1200, version 0.2, which represents the HNG-
X Requirements referred to in Annexes 3 -10 of Schedule B6.1;

“HNG-X Requirements
Catalogue"

the version controlled list(s) of assured HNG-X Requirements (typically
consisting of Use Cases and narrative statements), associated agreed
HNG-X Acceptance Criteria, associated agreed HNG-X Acceptance
Methods, associated agreed Fujitsu Services compliance statements and
associated agreed caveats to full compliance;

“HNG-X Requirements
Catalogue, version 1"

means an extract of the HNG-X Requirements Catalogue from DOORS at
the end of the Requirements Stage;

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“HNG-X Service
Infrastructure"

means

4. Inthe period up to 31®' March 2015, the Branch Infrastructure, the HNG-
X Central Infrastructure and the HNG-X Telecommunications
Infrastructure;

2. Inthe period from 1° April 2015, the HNG-X Central Infrastructure and
the HNG-X Telecommunications Infrastructure;

“HNG-X Services"

means the Operational Services, Call Off Services, Service Integration
Services, Third Party Management Services and BCSF Services;

“HNG-X Solution
Assurance"

means the process described in paragraph 5 of Schedule B6.2;

“HNG-X Solution Test"

means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;

“HNG-X Stage
Progression"

means progression through an HNG-X Acceptance Process Stage in
accordance with the rules and process set out at paragraph 4 of Schedule
B6.3;

“HNG-X Sub-contractor"

means any of the Sub-contractors identified as such in the table in
paragraph 2 of Schedule C2;

“HNG-X System"

means the HNG-X Service Infrastructure together with the Business
Capabilities and Support Facilities installed on the HNG-X Service
Infrastructure;

“HNG-X T&M Budget"

means Fujitsu Services’ estimate of the HNG-X Development Charges and
Associated Change Development Charges for the resource and time
required to complete (as the context requires) (a) an FS Task (b) a Level 3
element in the HNG-X Programme Plan to be performed by Fujitsu Services
or (c) 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);

“HNG-X
Telecommunications
Infrastructure"

for Branches where the Branch Network Service and/or CMT Service are
provided by Fujitsu Services, means the Branch Telecom Infrastructure and
the Central Telecom Infrastructure; or for Branches where Replacement
Services to those of the Branch Network Service and/or CMT Service are
being provided by the Next Supplier, means the Central Telecom
Infrastructure;

“HNG-X Termination
Charge”

means the charge set out in paragraph 6 of Schedule E payable by Post
Office if Project HNG-X is terminated in accordance with Clause 47.11.2;

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“HNG-X Test Means the SV&I Rig, Integration (INT) Rig and Component Integration and
Infrastructure” Test (CIT) Rig

“HNG-X Third Party
Software"

means any software identified as such in Schedule C3;

“HNG-X User Interface" or
“HNG-X UI"

means the software accessible at Counter Positions (including its
configuration, processes, structure and organisation) by which Users
interface with the Business Capabilities and Support Facilities over the
Infrastructure;

“Horizon Application"

means software which performs or supports a specific business function at
a Branch or in the Back Office and which operates on the Horizon Service
Infrastructure, including (without limitation):

(a) those applications listed in (as applicable) Schedule B4.2 or Part
2 of Annex 2 to Schedule BS; or

(b) any applications of a similar nature;

“Horizon Audit Facility"

means the Horizon Application referred to at paragraph 2.8 of Schedule
B4.2;

“Horizon Central
Infrastructure"

means the Horizon Initial Central Infrastructure and any additional
hardware and software which is introduced prior to the occurrence of
Trigger Point T5 (Data Centre Ready for HNG-X) other than any hardware
or software introduced pursuant to paragraph 2.4 of Schedule B4.3;

“Horizon Counter
Position"

means a Counter Position, or a similarly automated position at a CTO or at
head office premises used by Post Office;

“Horizon Design
Documentation"

means Internal Design Documentation and Specially Commissioned
Design Documentation;

“Horizon Icon Service"

means the Service referred to in row 7 of Table B of Schedule B3.1;

“Horizon Initial Central
Infrastructure’

shall have the meaning specified in paragraph 2.3 of Schedule B4.3;

“Horizon IPR Materials”

has the meaning specified in Clause 30.19.7;

“Horizon Materials”

means all documents, software, materials, items or other things whatsoever
that were created by or on behalf of Fujitsu Services for or in connection
with this Agreement before the Project HNG-X Commencement Date and
any other documents, software, materials, items or other things created
after that date and used solely in connection with the provision of Existing
Services;

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“Horizon PCI Rollout” means the rollout of PCI changes to Horizon Counter Positions as
described in the CccD entitled “Security Constraints”
(ARC/SEC/ARC/0001);
“Horizon Reconciliation means the Horizon Application referred to at paragraph 2.9 of Schedule
Facility" B4.2;
“Horizon Service means
Infrastructure"
(a) In the period up to 31%t March 2015, the Branch Infrastructure, the
Horizon Central Infrastructure and the Horizon Telecommunications
Infrastructure;
(b) In the period from 18 April 2015, the HNG-X Service Infrastructure
“Horizon Software” means all software, databases and documentation used in the delivery of
services to Post Office pursuant to this Agreement by Fujitsu Services,
including without limitation:
(i) the Fujitsu Background IPR;
(ii) the Internal Code;
(iii) the Fujitsu Developed Documentation;
(iv) the Fujitsu Services Software;
(v) the Listed Documentation; and
(vi) the Licensed IPR,
but excluding (without prejudice to any right, title or interest Post Office may
have in respect of such items pursuant to this Agreement):
(i) the Fujitsu Support Applications;
(ii) the Specified Third Party Software; and
(iii) any software, databases and documentation in which the Intellectual
Property Rights and database rights are owned by Post Office;
“Horizon Software IPR” means the Intellectual Property Rights and database rights subsisting in
the Horizon Software;
“Horizon means, prior to the occurrence of Trigger Point T5 (Data Centre Ready for
Telecommunications HNG-X), the telecommunications links between the Horizon Central
Infrastructure" Infrastructure on the one hand and each of (a) the Branch Infrastructure
(b) Client systems (c) Post Office systems (d) the Merchant Acquirer and
(e) Santander systems on the other hand, and shall include any

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associated telecommunications equipment including, without limitation,
transfer management servers and physical routers;

“Horizon Third Party
Software"

means any software identified as such in Schedule B4.1;

“HSCSD”

means High Speed Circuit Switched Data;

“HSM"

means the hardware security module in which PINs are translated prior to
transmission of encrypted data from the Infrastructure to the Banks;

“Human Computer
Interface" or "HCI"

means the interface between the computer systems and Users;

“Icon Business Change
CCDs"

means the CCDs entitled “Horizon Icon Service Description" (CS/PDN/018)
and “Horizon Icon Service Prices" (CS/PDN/019)

“Ips”

has the meaning set out in paragraph 2.5.1 of Schedule I4 (K5 Cloud
Services);

"Implementation"

means all or any of the following activities: (a) Hardware Procurement; (b)
Implementation Support; (c) Installation Management; and (d) Installation;

“Implementation Support"

means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Implementation Support in the Annex to Schedule B1.3 or any similar
service element agreed to be such by the Parties from time to time;

“In/Out Payment Business

means the Business Capability referred to at paragraph 2.3 of Schedule
B3.2;

“Incident” an unplanned interruption to Business Capabilities and Support Facilities
and associated POL Service Types or failure of a component of any of the
above.

“Incident” means any perceived abnormal or undesirable occurrence relating to the

Services;

“Indemnified Party"

shall have the meaning given to it in Clause 34.9;

“Indemnifying Party"

shall have the meaning given to it in Clause 34.9;

“Independent Adviser"

means an independent consultancy generally recognised in the IT industry
in the United Kingdom who may carry out Competitive Tendering in
accordance with Schedule D6;

“Indexed Charges"

shall have the meaning set out in paragraph 16.1 of Schedule D1;

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“Information Condition"

shall have the meaning set out in Clause 43.12;

“Infrastructure”

means any of the infrastructure used by Fujitsu Services at the relevant time
to deliver the Services, being any of the Horizon Service Infrastructure, the
HNG-X Service Infrastructure or, during the Roll Out Phase, the
combination of elements of the Horizon Service Infrastructure and the HNG-
X Service Infrastructure (as applicable);

For the avoidance of doubt, it is noted that from 1° April 2015 the definitions
of Horizon Service Infrastructure and HNG-X Service Infrastructure
changed.

“Infrastructure Services"

means OPS and TMS (including, for the avoidance of doubt, the
characteristics which are common to each as described in (as applicable)
paragraph 6 of Schedule B4.3 or paragraph 4 of Part 1 of Annex 2 to
Schedule BS), the provision of which shall cease at Trigger Point T6
(Counter Application Rollout Complete);

“Initial Branch
Infrastructure"

shall have the meaning specified in paragraph 2.1.1 of Schedule B3.4;

“Initial Horizon
Application"

means EPOSS, APS, LFS, Message Broadcast, NBS and the Horizon
Application element of Debit Card and Reference Data Management;

“Inner Core Team”

means those personnel identified as such in the minutes of the Demand
Planning Forum;

“In-Scope Employees”

shall have the meaning set out in Clause 75.15;

“Installation”

means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Installation, as referred to in the Annex to Schedule B1.3;

“Installation Management"

means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of Installation
Management in the Annex to Schedule B1.3;

“INT”

means a testing process used to validate platform and software integration,
packaging, provisioning distribution and installation, before software
reaches the formal test environments;

“Integration (INT) Rig”

means the Rig used by the Product Integration Team (PIT) to test packages
and associated scripts produced by Development, prior to handover to the
Test Team and the SV&I Rig;

“Intellectual Property
Rights" or "IPR"

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

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obligations whether registerable or not in any country (including but not
limited to the United Kingdom);

“Interface Costs"

means Interface Establishment Costs and Interface Operational Costs;

“Interface Establishment
Costs"

means all costs reasonably incurred by Fujitsu Services in establishing any
new technical and operational interfaces between a Replacement Service
and the Services (other than the Terminable Service being terminated);

“Interface Operational
Costs"

means the ongoing cost to Fujitsu Services of operating, managing and
maintaining the technical and operational interfaces between a
Replacement Service and the Services (other than the Terminable Service
being terminated);

“Interim Applications
Support and
Maintenance Service
(ASM)”

means the Applications Support and Maintenance Service as
described within Schedule 12 (Application Support and Maintenance)

“Internal Code"

means machine readable software (including PIN Pad firmware) supplied
as an integral part of the Hardware and not listed in this Agreement;

“Internal Design
Documentation"

means Fujitsu Services’ internal design documentation created for the
purposes of this Agreement prior to the Project HNG-X Commencement
Date or created after that date and used solely in connection with the
provision of Existing Services;

“Investment Recovery”

shall have the meaning given to it in paragraph 4.2.1 of Schedule D3;

“Invoicing Period”

shall have the meaning set out in paragraph 6.1.3 of Schedule D2;

"ISDN"

means integrated services digital network;

“Issuer Identification
Number" or “IIN"

means the identification number ascribed to an issuer of a magnetic card
or similar token by APACS;

“Tt

means information technology;

“IT Infrastructure Library”
or "ITIL"

means a series of industry standard documents used to aid implementation
of a framework for IT services management;

“Joint Objectives"

shall have the meaning given to it in Recital (E);

"Key Individual"

means a natural person employed or engaged by either Party and:

i) in the case of Fujitsu Services, who is a member of the SIP or all or
substantially all of whose work is directly associated with the provision
of the Services to Post Office; or

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ii) in the case of Post Office, 20 per cent. 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;

"Key Management
System" or "KMS"

means the management of security keys;

“Key Personnel"

means the specific personnel listed in the CCD entitled "Fujitsu Services
Key Personnel" (HR/CON/001);

“Known Error Log (KEL)”

means a single electronic record maintained by Fujitsu Services which
records details of known errors and specifying workarounds and “Known”
errors shall be construed accordingly

“LAN"

means local area network;

“Leased Fixed Circuits"

“Level” means the level of detail at which tasks or activities are described in the
HNG-X Programme Plan being either level 1 (the least detailed), level 2, or
level 3 (the most detailed);

“LFS" means the Horizon Application referred to at (as applicable) paragraph 2.4
of Schedule B4.2 or paragraph 3 in Part 2 of Annex 2 to Schedule B5;

“LIBOR" means the London InterBank Offered Rates;

“Licence Date”

means the date of expiry of this Agreement, the date upon which the
termination of the whole Agreement is effective or, in the case of any notice
issued by Post Office under Clause 30.19.3 or Clause 30.19.4, the date
upon which the relevant notice is received by Fujitsu Services from Post
Office (as applicable);

“Licensed IPR"

means all Intellectual Property Rights created under this Agreement after
the Project HNG-X Commencement Date by or on behalf of Fujitsu
Services, any member of the Fujitsu Services Group or any HNG-X Sub-
contractor, other than:

(a) the Post Office Foreground IPR; and

(b) all Intellectual Property Rights in all Developed Documentation,
Fujitsu Services Software, Listed Documentation, Specially Written
Software, Specially Written Documentation, Horizon Design
Documentation and Horizon Materials;

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“Licensed Persons"

shall have the meaning given to it in paragraph 2.2.1 of Schedule B4.1;

"LINK" or "LINK"

means the branded and shared network of cash machines and self-service
terminals of certain member banks and building societies in the UK, which
enables services from one member bank or building society to be available
at cash machines of all member banks and building societies, to be
construed for the purposes of this Agreement as a single system;

“Liquidated Damages
Threshold" or "LDT"

shall have the meaning given to it in (as applicable) paragraph 1.2.2 of
Schedule C1 or paragraph 1.2.2 of Schedule B4.4;

“Listed Documentation

means documents listed in paragraph 3 of Schedule B4.1 created prior to
the Project HNG-X Commencement Date or created after that date and
used solely in connection with the provision of Existing Services;

“Live Monitoring”

means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.3 of Schedule B6.3;

"Live Pilot"

means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.2 of Schedule B6.3;

“Live System Test (LST)
Rig”

means the rig used for testing all fixes and releases prior to deployment to
the live estate. The LST rig is designed to model the live estate as closely
as practical in functional but not in capacity terms;

“Local Allowance"

Means:

1. In the period up to 31% March 2015, the allowable time for any failure
of the Branch Infrastructure and/or the Branch Telecom
Infrastructure;

2. Inthe period from 1° April 2015, the allowable time for any failure of
the Branch Telecom Infrastructure.

“Local Failure"

Means:

1. In the period up to 31% March 2015, a failure of the Branch
Infrastructure and/or the Branch Telecom Infrastructure and

2. In the period from 1* April 2015, a failure of the Branch Telecom

Infrastructure;
“Local Loop" Means, in respect of each Branch, the ISDN, PSTN or ADSL (as applicable)
socket in that Branch and its connection to the Central Network;
“Losses” shall have the meaning set out in Clause 43.1;

“Lower Target Price"

has the meaning given to it in paragraph 1.3.1 of Schedule D8;

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"LREC File" means a reconciliation file generated by LINK which details all financial
Banking Transactions acquired and issued for Post Office on that day;
"MAC" means message authentication code;

“MAC Team” or “Major
Account Controllers”

means the team which forms a part of the Service Management Service,
performing activities in support of the other Operational Services as a
subset of the functions previously performed by the Service Desk Service
as described in the CCD entitled “Service Management Service: Service
Description (SVM/SDM/SD/0007)

"Mails Acceptance"

means the processes set out in paragraph 2.9.2 in Schedule B3.2;

“Mails Administration"

means the processes set out in paragraph 2.9.3 in Schedule B3.2;

“Mails Administration
Application’

means the Horizon Application referred to in (as applicable) paragraph 4.2
of Schedule B4.2 or paragraph 11 in Part 2 of Annex 2 to Schedule B5;

“Mails Application" or

"Mails"

means the Horizon Application referred to in (as applicable) paragraph 4.1
of Schedule B4.2 or paragraph 10 in Part 2 of Annex 2 to Schedule B5;

“Mails Carriers"

means organisations with which Post Office contracts directly or indirectly
to provide postal services to Customers;

“Mails Product"

means the software referred to as such and identified in (as applicable) row
7 of Table 1 of Schedule B4.1 or row 4 of Table 4 of Schedule C3 (as
applicable);

“Management Information
Service"

means the Service referred to in line 10 of Table A of Schedule B3.1;

“Margin Rate"

means, in respect of any Operational Service in any month from (and
including) April 2008 to (and including) March 2012, the amount, if any,
identified in the Operational Charges Table as the Margin Rate for that
Operational Service in the Financial Year in which such month falls;

“Margins & Commissions
File"

means an electronic file sent by Post Office to Fujitsu Services containing
the trading margins to be used by the Bureau Service;

“Market Testing”

means either or both of Benchmarking and Competitive Tendering;

“Maximum Authorisation
Agent Wait Period" or
“MAAWP"

means the period the NB Authorisation Agent shall wait for a corresponding
NB Authorisation after generating a NB Request (for transfer to the Banks)
before itself generating an NB Authorisation signifying a NB Decline (due to
system time-out) to be sent to the relevant automated Counter Position;

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“Maximum Counter Wait
Period” or "MCWP"

means the period that an automated Counter Position shall wait for a
corresponding NB Authorisation after generating a NB Request before itself
Declining that Banking Transaction due to system time-out;

MDM

Means the MasterData Manager application developed on behalf of Post
Office and hosted by Fujitsu Services;

“Mean Time Between
Failure" or "MTBF"

means the measurement process used to calculate the mean failure rate of
Equipment as set out in the CCD entitled "Calculating Mean Time Between
Failure and Availability" (SVM/SDM/PRO/0013);

“Mediator"

shall have the meaning given to it in paragraph 6.1 of Annex 2 to Schedule
A2;

“Merchant Acquirer" or
"MA"

means the third party (contracted for by PO Ltd) which facilitates the
handling of DC messages interfacing between the POL Service
Infrastructure and banks as necessary ;

“Message Broadcast
Service" or "MBS"

means the Service referred to in line 2 of table B of Schedule B3.1;

“Message Handling
Support Facility”

means the Support Facility referred to at paragraph 3.8 of Schedule B3.2;

“Method of Payment"

means the form of payment recorded against a Transaction involving a
Customer;

“Microsoft Availability
Zone”

means a unique physical location within a Microsoft Azure region. Each
Microsoft Availability Zone is made up of one or more datacentres equipped
with independent power, cooling, and networking;

“Microsoft Client Access
Licence" or "Microsoft
Client Access Licences"

means Microsoft's 'Windows Server 2003 Client Access Licence’, being the
licence required for each Use or device (or combination of both) to access
or use the Windows server software for the purpose of exchanging user or
application credentials;

“MID"

means in the context of Debit Card, the merchant identification number;

“Migration and
Implementation
Requirements"

means the HNG-X Requirements referred to in Annex 6 to Schedule B6.1,
as may be amended under the HNG-X Programme Requirements Change
Control Process or in accordance with the Change Control Procedure;

“Migration Charges"

means the Charges calculated in accordance with the provisions of
Schedule D7;

“Mini Extension Report”

has the meaning given in paragraph 10.1.5 of Schedule E;

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“Minimum Evidence Set”

Documentation required in order for Fujitsu Services to support the Incident,
as agreed from time to time between the parties

“MIS" means management information system;

“MOU” means the Memorandum of Understanding dated 16th November 2017
under which the parties agreed to make _a number of changes to the
Agreement, (known as Project “Everest”)

“MSU Day" means 0800 to 1730, Monday to Friday (inclusive), excluding Bank
Holidays;

“NBSC" means Network Business Support Centre (Post Office);

“NB Additional Time"

shall have the meaning given to it in paragraph 1.6 of Annex 3 to Schedule
B4.4;

“NB Authorisation" means an authorisation message transmitted on-line from the Banks in
response to a NB Request, stating whether that NB Request has been
approved or Declined;

“NB Authorisation Agent" means the software application to be installed in each Data Centre and

used to process NB Requests, NB Authorisations and CO Confirmations
transmitted between the Branch NB System elements and the Banks;

“NB Confirmation"

means a confirmation message written to record the outcome of a Banking
Transaction;

“NB Core Hours"

means 0800 to 1730 Monday to Friday (inclusive), and 0800 to 1300
Saturday, excluding Bank Holidays;

“NB Customer

means the process by which the association of a Customer with a NB Token

Verification" is to be checked, as described in paragraph 5.7.2 of the CCD entitled "NBS
Definition" (BP/SPE/035);
“NB Decline" means a refusal by the NB System or Counter Clerk to proceed with a

Banking Transaction after a NB Request is generated or an instruction
contained in an NB Authorisation to refuse a Banking Transaction received
via NBE. "Declined" and "Declining" shall be construed accordingly;

“NB Pilot (Soft Launch)"

means the testing that was undertaken by the Parties in a live environment
of the NBS and NB System as part of the End to End Service for banking;

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“NB Priority Exception" 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/011);

“NB Project Plan" means the plan for the development and implementation of the NBS
described in paragraph 8.2 of Schedule 24 to Baseline 7;

“NB Request” means a priority request message generated for transmission on-line from
a Branch to a Bank in order to undertake a Banking Transaction for a
Customer;

“NB System" means the elements of the Infrastructure employed by Fujitsu Services in
the provision of the Banking Functions;

“NB Token" means a Token supported by the NBS, as described in paragraph 5.1.1 of
the CCD entitled "NBS Definition" (BP/SPE/035);

“NBS" means the Horizon Application referred to at (as applicable) paragraph 2.6
of Schedule B4.2 or paragraph 5 in Part 2 of Annex 2 to Schedule B5;

“NBS Acceptance" means acceptance of the NBS in accordance with paragraph 6.3.1 of
Schedule 24 to Baseline 7;

“NBS Service Boundaries" I means the Service Boundaries of the NBS as referred to in Annex 3 to
Schedule B4.4;

“Near Shore" means, in the context of the location of development staff, those staff from
an off-shore developer working in the UK;

“Near Shore and Offshore means the rates contained in the table set out at paragraph 10.4 of
Rates" Schedule D1, which are described as 'Near Shore’ and ‘Offshore’;

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“Network Banking CCNs"

means CCN817, CCN865a, CCN907, CCN909a, CCN914a, CCN928b,
CCN932, CCN933, CCN934, CCN936b, CCN947, CCN959, CCN967,
CCN970a, CCN971 and CCN976a;

“Network Banking
Implementation Charges"

means the charges referred to in paragraph 11 of Schedule 10 of Baseline
7;

“Network Service"

means, as the context requires, the Branch Network Service and/or the
Central Network Service;

“Network Wide Failure"

means a failure of the HNG-X Central Infrastructure and/or the Central
Telecom Infrastructure which results in a loss of the availability of one or
more Branches and Counter Positions;

“New CTO Configuration"

means each simulated Counter Position provided by Fujitsu Services in a
Post Office training centre which has a network connection (via a LAN or
direct) to the Data Centre;

“New Extract Defi

means a new extract of data from the automated payments out-pay database
or changes to existing extracts from that database;

“New Style Mobile
Configuration"

means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as "new style" and
described in the CCD entitled “Counter Hardware Design Specification”
(BP/DES/003);

“Next Supplier"

means the next supplier (if any) nominated by Post Office (whether this be
Post Office, another subsidiary of Royal Mail Group Limited or another third
party including without limitation a supplier to a Tower) to take over, from
Fujitsu Services, the performance of some or all of the Services and/or the
provision of Replacement Services;

“Nominated Executive"

shall have the meaning given to it in paragraph 3.2 of Annex 2 to Schedule
A2;

“Non-Router Proportion"

means, in respect of each month, rolling four week period or week, as the
context requires, the proportion calculated according to the following
formula:

(A-B
A

where:

(a) Ais the total number (determined in accordance with paragraph 3.1
of Schedule D7) of 3G, 4 port routers due to be installed in Branches
as part of Associated Change Workstream: Branch Router Rollout
(as referred to in paragraph 3.3.1 of Schedule B5); and

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(b) B is the aggregate number of 3G, 4 port routers installed in
Branches by Fujitsu Services as part of Associated Change
Workstream: Branch Router Rollout by the end of the previous
month, rolling four week period or week, as the context requires;

“Non-standard Third Party
Material"

means any third party software (not being a standard software package),
document or other material which is not readily available on reasonable
commercial arm’s-length terms;

“Offensive
Communication”

has the meaning set out in paragraph 2.5.1 of Schedule 14 (K5 Cloud
Services);

“Offshore” means personnel of a Fujitsu Services overseas affiliate or sub-contractor
who are working in India;

“Offshoring” means the process by which a post or task is transferred to an Indian
affiliate or sub-contractor;

"OLA" means a Working Document that is an operational level agreement and
where relevant in the Supply Chain Model as further defined in paragraph
9.7 of Schedule A2

“OLA(s)” has the meaning given in paragraph 9.7 of Schedule A2;

"Old CTO Configuration"

means each simulated Counter Position provided by Fujitsu Services in a
Post Office training centre or for a Post Office demonstration system that
utilises an off-line, stand-alone terminal;

"Old Style Mobile
Configuration"

means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as "old style" and
described in the CCD entitled “Counter Hardware Design Specification”
(BP/DES/003);

“Open Book"

means the cost verification method described in Schedule D4, pursuant to
which Post Office shall be entitled to request and Fujitsu Services shall be
obliged to provide certain costs information as further set out in Schedule
D4;

“Operational Business
Change"

means, as the context requires, the services which can be procured by Post
Office for operational changes, as set out or referred to in the Service
Descriptions for the Operational Business Change (Branch Change)
Service, Reference Data Management Service, Message Broadcast
Service, Client Take-On Service, AP Client Delivery Agreement Change
Service, PODG Client File Re-Send Service and the Horizon Icon Service;

“Operational Business
Change (Branch Change)
Service"

means the Service referred to in row 3 of Table A of Schedule B3.1 and row
1 of Table B of Schedule B3.1;

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Operational Business
Change (Branch Change)
Restructure Charge

Means the one-off Charge payable by Post Office to Fujitsu Services as
detailed in Paragraph 6.13 of Schedule D1

“Operational Business
Change Branch CCDs"

means the CCDs entitled "Post Office Limited Operational Business
Change — Branch Interface Agreement’ (SVM/SDM/STD/0001), and
“Operational Business Change (Branch Change) Service: HNG Service
Description” (SVM/SDM/SD/0014)”;

“Operational Change
Proposal" or "OCP”

means the process referred to in the CCD entitled "Service Management
Service: Service Description" (SVM/SDM/SD/0007);

“Operational Charges
Table"

means the table of that name in Annex B to Schedule D1;

“Operational Charges"

means the Charges for the Operational Services described in paragraphs
2 and 6 of Schedule D1;

“Operational Fixed
Charge"

means, in respect of any Operational Service in any month, the Charge
identified in the Operational Charges Table as a fixed Charge for that
Operational Service in the Financial Year in which such month falls (subject
to adjustment in accordance with paragraph 5 of Schedule D1);

“Operational Level Target"
or "OLT"

means an operational level target of Service required from Fujitsu Services
by Post Office;

“Operational Services"

means:

(a) in the period up to 31 March 2015, the Services referred to in Table A of
Schedule B3.1; and

(b) in the period from 1 April 2015 to 31st March 2017, the Services referred
to in Table A of Schedule B3.1; and

(c) in the period from 1st April 2017, the Services referred to in Table A of
Schedule B3.1 excluding the Expiring Services (save for those Expiring
Services that are extended in accordance with paragraph 10 of Schedule
E)

“Operational Unit Charge"

means, in respect of any Operational Service in any month, the unit charge
or charges, if any, identified in the Operational Charges Table for that
Operational Service in the Financial Year in which such month falls (subject
to adjustment in accordance with Schedule D1);

“Operator Cash Branch”

means a Branch which operates using self-funded model where the cash
to operate the branch is provided by the retailer / branch operator;

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“OPS”

means the office platform service described in (as applicable) paragraph 4
of Schedule B4.3 or paragraph 2 in Part 1 of Annex 2 to Schedule B5;

“Original Work Order"

shall have the meaning set out in paragraph 5.13 of Schedule D2;

“Other Authorised
Location"

means a site, other than a Branch, where it may be necessary to install and
use elements of the Infrastructure, e.g. training sites, county shows, and
exhibitions;

“Other IT Supplier"

means any company other than Fujitsu Services (and its Sub-contractor)
which provides (or is being considered as a potential provider of) IT
services, other services or equipment to Post Office;

“Other Stock"

means all Stock other than Retail Stock, Security Stock and Value Stock,
including leaflets, forms and various general consumables and supplies;

“Outer Core Team”

means those personnel identified as such in the minutes of the Demand
planning team;

“PAF Calling Application"

means the AP-ADC Facility within APS, Mails Application and such other
Horizon Applications that the Parties agree under the Change Control
Procedure will utilise the PAF Facility;

“PAF Database" or "PAF"

means the database of the Royal Mail Group or one of its Subsidiary
Companies containing all known addresses and postcodes in the United
Kingdom at the date of the version of the database, (including any updates
to, or extracts from, the database from time to time) as provided to Fujitsu
Services by Post Office (or a third party on behalf of the Post Office) for use
in connection with the provision of the PAF Facility or the PAF Support
Facility as the case may be;

“PAF Facility"

shall have the meaning given to it in paragraph 7 of Schedule B4.2;

“PAF Support Facility"

means the Support Facility referred to in paragraph 3.7 of Schedule B3.2;

"PAN"

means the primary account number (part of the IIN) associated with a NB
Token;

“Parent Company”

means any holding company (as defined in Section 736 of the Companies
Act 1985);

“Partial Termination"

means the termination by Post Office, in accordance with this Agreement,
of one or more Terminable Service(s) on each occasion that such
termination occurs and “Partially Terminate” and its cognates shall be
construed accordingly;

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“Partial Termination
Charge"

means the Charge calculated in accordance with paragraph 6 of Schedule
E and payable by Post Office upon Partial Termination in accordance with
Clause 47.10.2;

“Participants” means those persons referred to in Appendix 3 of Schedule 13 (Digital
Development Services);
"Party" means each of Post Office and Fujitsu Services;

“Payment Management
Business Capability"

means the Business Capability referred to in paragraph 2.10 of Schedule
B3.2;

“Paypole" means the fixture to which a PIN Pad is attached
“PCI” means Payment Card Industry;
"PEAK" means the system used by Fujitsu Services' Post Office Account to record

and monitor bugs found during testing;

“Penetration Testing
support”

means the process support involving an active analysis by Fujitsu Services
Limited of the system for any potential vulnerabilities. This analysis is
described in the Security Management Service description referenced
SVM/SDM/SD/017;

“Person”

includes a partnership, a corporation or association (whether incorporated
or unincorporated), as well as a natural person;

“Per Sprint Story Point
Allocation”

Means one hundred (100) Story Points;

“Personal Data"

means all data which are defined as personal data in the Data Protection
Act 1998 and processed by Fujitsu Services under this Agreement;

“Personnel Information"

shall have the meaning given to it in Clause 41.2;

“Phase One" shall have the meaning described in paragraph 3.2 of Schedule E;

“Phase Two" shall have the meaning described in paragraph 3.3 of Schedule E;

"PIN" means personal identification number;

“PIN Pad” means a device used by a Customer to enter a PIN including, without

limitation, for the purposes of NB Customer Verification;

“PIN Pad OBC Stock"

means the stock of PIN Pad Units held from time to time by Fujitsu Services
for Operational Business Change requirements which are no longer held
following the reduction in scope of the OBC (Branch Change) Service on
the 31 March 2015;

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“Pin Pad Procurement
Charges"

means the Charges for procuring PIN Pad Units, as set out in paragraph 14
of Schedule D1;

“PIN Pad Site"

means (i) all automated Counter Positions (ii) New Style Mobile
Configurations (iii) Old Style Mobile Configurations (iv) Admin Positions and
(v) trolley based solutions in Branches;

“PIN Pad Unit"

means a PIN Pad, Y cable and cable strap;

“Pivot to Cloud”

has the meaning set out in Schedule I

“Planning Period"

means each successive period of two or three weeks designated by Fujitsu
Services as a planning period;

“Platform Standing Team”

Has the meaning given in paragraph 3.4 of Schedule I3 (Digital
Development Services);

“POA”

means Fujitsu Services’ Post Office account;

“PODG”

means Post Office Data Gateway. It replaces EDG and is used to provide
the Post Office Data Gateway Service;

“PODG Client Connection
Service”

means the call off service described in Table B of section 2.2 in Schedule
B3.1;

“PODG Client File Re-Send
Service”

means the Service referred to in line 4 of Table B of Schedule B3.1;

“PODG Gold Service Type”

means a PODG file delivery option where the Route used to deliver files
have a specific time range and service level for delivery of files;

“Point of Sale Business
Capability"

means the Business Capability referred to in paragraph 2.2 of Schedule
B3.2;

“POL Core Day"

means the period from 19:00 on a Working Day to 19:00 on the following
Working Day;

“POL FS Data"

means prior to and after the POLSAP R1 Go Live Date any data
(including, without limitation, any Personal Data):

provided by or on behalf of Post Office for loading onto the POL FS.
System;

produced by the Infrastructure and held on the POL FS System; or

e contained in any Transaction Correction Record delivered by
Fujitsu Services to any Branch;

“POL FS Hosting Services"

means POL FS Services;

“POL FS Services"

means the Operational Service described in, as applicable in accordance
with the provisions of Schedule B3.1, the CCD entitled "Service Description

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for the SAP Hosting Service" (CS/SER/022) or in Annex C to the CCD
entitled "Data Centre Operations Service: Service Description"
(SVM/SDM/SD/0003) including, without limitation, Fujitsu Services’ hosting
of Configured POL FS in live operational use or in development or testing
environments within the Infrastructure;

“POL FS System" means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POL FS Services including,
without limitation, the SAP System (as that term is defined in the CCD
entitled "Service Description for the SAP Hosting Service" (CS/SER/022) or
in Annex C to the CCD entitled "Data Centre Operations Service: Service
Description" (SVM/SDM/SD/0003), as applicable) and communication links
to and equipment provided by Fujitsu Services at Post Office Premises to
facilitate access by POL FS Users to Configured POL FS;

“POL FS Users" means Users with access from outside the Infrastructure to Configured POL
FS in live operational use or in development or testing environments within
the Infrastructure;

“POL MI Data” has the meaning given to it in Clause 16.6

“POL MI Event 1” means the date on which the first of, or both, DIW and ETL go live;

“POL MI Event 2” means the date on which MDM goes live;

“POL MI Services” means the Operational Service described in the CCD entitled
“Credence/MDM -— Service Service Description” (SVM/SDM/SD/2192)
including, without limitation, Fujitsu Service's hosting of Configured POL MI
in live operational use or testing environments within the infrastructure;

“POL MI Software” means the DIW, ETL and MDM software (and any updates thereto or new
versions thereof);

“POL MI System” means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POL MI Services;

“POL MI Users” means Users with access from outside the Infrastructure to Configured POL
MI in live operational use or testing environments with the Infrastructure;

“POLSAP Applications means the Service referred to in row 20 of Table A of Schedule B3.1;
Support Service”

“POLSAP Central means the technical infrastructure (forming part of the Infrastructure)
Infrastructure” employed by Fujitsu Services in providing the POLSAP Services including,
without limitation, the SAP System (as that term is defined in the CCD
entitled “POLSAP Hosting Service: Service Description”
(SVM/SDM/SD/2191);

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“POLSAP Data” means after the POLSAP R1 Go Live Date any data (including, without

limitation, any Personal Data):

1. including the POL FS Data required to be retained;

2. provided by or on behalf of Post Office for loading onto the POLSAP
Software;

3. produced by the POLSAP Central Infrastructure and held on the
POLSAP Software; or

4. contained in any Transaction Correction Record delivered by
Fujitsu Services to any Branch.

“POLSAP Hosting Service” I means the Service referred to in row 19 of Table A of Schedule B3.1;

“POLSAP R1 Go Live means the date on which the first Release of the POLSAP Services

Date” commences the provision of live service to the POLSAP Users following
authorisation at a Release Authorisation Board in accordance with
Schedule A2;

“POLSAP Services” Until 31. March 2014 means the Operational Service described, as

applicable, in accordance with the provisions of Schedule B3.1, the CCD
entitled "Service Description for the SAP Hosting Service" (CS/SER/022) or
in Annex B to the CCD entitled "Data Centre Operations Service: Service
Description" (SVM/SDM/SD/0003) or in the CCD entitled “Third Line
Support Service: Service Description” (SVM/SDM/SD/0004) or in the CCD
entitled “Application Support Service (Fourth Line): Service Description”
(SVM/SDM/SD/0005) including, without limitation, Fujitsu Services’ hosting
of POLSAP in live operational use or in development or testing
environments within the POLSAP Central Infrastructure;

From 1 April 2014 until 23:59 on the 4" October 2016 means the POLSAP
Hosting Service and the POLSAP Applications Support Service;

From 5" October 2016 means the POLSAP Hosting Service;

“POLSAP Software” means the elements of the SAP Software (and any changes, updates
thereto or new versions thereof) hosted within the POLSAP Central
Infrastructure for use within the POLSAP Services;

“POLSAP Users” means Users with access from outside the POLSAP Central Infrastructure
to POLSAP Software in live operational use;

“POL Service Type" means, in the period between the Amendment Date and Acceptance Point
Z3, each of the items identified as a POL Service Type in paragraph 9 in
Schedule B4.2 and thereafter each of the items identified as a POL Service
Type in paragraph 8 in Schedule B3.2;

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“Post Office"

means Post Office Limited or such other subsidiary of Royal Mail Group plc
as may be nominated from time to time to take over the rights and
obligations of Post Office Limited under this Agreement;

“Post Office Acceptance
Manager"

means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;

“Post Office Additional
Costs"

means, in respect of the ARL failure in question, Post Office's reasonable
additional direct costs and expenses arising as a result of that ARL failure
including, without limitation, Post Office’s additional direct staff, help desk
and telephone costs;

“Post Office Background
Materials"

means any software, information, documentation (in the form of CCDs,
CRDs or otherwise), logos, design information, requirements or other
material:

(a) which is reasonably required by Fujitsu Services and in which the
Intellectual Property Rights are wholly owned by Post Office or a
member of the Royal Mail Group; or

(b) made available or provided by or on behalf of Post Office to Fujitsu
Services,

for the purpose of performing the Services, HNG-X Development and/or
Associated Change Development;

“Post Office Cause”

any breach by Post Office of any of Post Office's Obligations (except to the
extent that it is the result of any act or omission by Post Office to which
Fujitsu Services has given its prior consent);

"Post Office Change
Control Manager"

means the individual designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

“Post Office Core Day"

means 08:00 to 20:00 Monday to Saturday inclusive, excluding Bank
Holidays;

“Post Office Critical
Period"

means the hours during a Post Office Core Day or a number of Post
Office Core Days which Post Office may, from time to time, deem as being
those hours where a high number or high value of Transactions take
place;

“Post Office Data"

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:

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(a) which are supplied or in respect of which access is granted to
Fujitsu Services by Post Office pursuant to this Agreement; or

(b) which is generated by the Horizon Service Infrastructure,
Superstock Infrastructure or HNG-X Service Infrastructure; or

(c) which Fujitsu Services is required to generate in connection with
the provision of the HNG-X Services or the Transfer Services;

“Post Office Data Gateway
(PODG) Support Facility”

means the support facility described in section 6.3 ‘Post Office Data
Gateway Support Facility’ of Schedule B3.2;

“Post Office Data Gateway
Service”

Shall have the meaning set out in Annex C of the CCD “Data Centre
Operations Service: Service Description (SVM/SDM/SD/0003)”

“Post Office DDS
Locations”

means the UK offices where any element of the DDS is performed by Fujitsu
Services, being: (i) 101 Finsbury Pavement, London, EC2A 1RS: (ii
Finsbury Dials, 20 Finsbury Street, London, EC2Y 9AQ; and (iii) 4 Middle
Pavement, The Pavements, Chesterfield, S40 1PA:;

“Post Office Design
Authority"

means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;

"Post Office Developed
Documentation"

means Developed Documentation that:

(a) consists wholly of original work (that is, it does not incorporate any
pre-existing material in which the Intellectual Property Rights are
owned by the Fujitsu Services Group); or

(b) is a derivative work based predominantly on material in which the
Intellectual Property Rights are owned by a member of the Royal
Mail Group or have been licensed to Fujitsu Services by Post Office
or under a licence procured by and at the cost of Post Office;

“Post Office Foreground
IPR"

shall have the meaning given to it in Clause 29.4;

“Post Office HNG-X
Acceptance Manager"

means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;

“Post Office HNG-X
Programme Manager"

means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;

“Post Office IT & C”

means the internal business functions of Post Office known as Information
Technology & Change;

“Post Office Obligations”

means a Post Office express obligation on which Fujitsu Services is wholly
or partially dependent in order that it may fulfil Fujitsu Services’ obligations

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under this Agreement insofar as those express obligations of Post Office
relate to the Towers Model;

“Post Office Premises"

means all post offices, sub-post offices, and other premises of Post Office
from time to time;

“Post Office Reference
Data"

means the Post Office-run system that maintains the Post Office originated
Reference Data for the Services which from POL MI Event 2, will be MDM;

“Post Office Reference
Data System"

means the Post Office-run system that maintains the Post Office originated
Reference Data for the Services;

“Post Office
Responsibilities”

means the obligations and responsibilities of Post Office set out or referred
to in this Agreement;

“Post Office Service
Architecture"

means the Infrastructure and the Post Office Service Environment;

“Post Office Service
Environment"

means TIP and the Post Office Reference Data System and until the
POLSAP R1 Go Live Date, SAPADS;

“Post Office Service
Integrator”

means the supplier appointed by Post Office to act as its service integrator
and service desk provider who may also act as its managing partner with
respect to the Towers Model, including managing some elements of the
Services provided by Fujitsu Services and the Replacement Services
provided by a Next Supplier;

“Post Office’s Agent"

means any person(s) or organisation(s) listed in paragraph 2.1 of Schedule
D5 authorised to act on behalf of Post Office;

“Postal Services"

means those services that comply with the summary description contained
in paragraph 2.9 of Schedule B3.2 and meet the HNG-X Requirements
developed pursuant to the Postal Services Definition Process;

“Postal Services
Assessment Guidelines"

means the guidelines set out or referred to in section 3 of the CCD entitled
"Postal Services Business and Operational Context"
(REQ/CUS/BRS/0001);

“Postal Services Business
Capability"

means the Business Capability referred to at paragraph 2.9 of Schedule
B3.2;

“Postal Services Defi
Process"

means the process for the refinement of Postal Services Requirements set
out or referred to in Part 4 of Annex 11 to Schedule B6.1;

“Postal Services
Requirements"

means the HNG-X Requirements referred to in paragraph 4.2.2(d) of
Schedule B6.

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“PPDs" means the related set of Processes and Procedures Description documents

as described in the "Introduction Processes and Procedures Description"
document for the appropriate Release;

“Preferred Systems
Integrator"

shall have the meaning given to it in paragraph 2.1 of Schedule A1;

“Previous Employer"

shall have the meaning set out in Clause 59.1;

“Pricing Profile File”

means an electronic file sent by Post Office to Fujitsu Services containing
the pricing profile to be used by the Bureau Service;

“Price Threshold"

means the Lower Target Price, the Upper Target Price, the Soft Cap and
the Hard Cap;

“Priority” Means;
1. Inthe period up to 31%' March 2015, the priority designation set out in
the Service Descriptions for (as applicable) the Branch Network
Service and/or the Engineering Service;
2. In the period from 1* April 2015, the priority designation set out in the
Service Description for the Branch Network Service;
“Problem” A Problem is an application related issue being the root cause of one or

many Incidents

“Processor Interface" or
“py

means an instance of a Bank application supporting the online service
between Banks and NB Authorisation Agents;

“Product”

means a software solution, or collection of software solutions with its own
Product Backlog, managed independently of any other Product;

“Product Backlog”

has the meaning given in paragraph 1.7 of Appendix 1 (Agile Methodology)
of Schedule 13 (Digital Development Services);

“Product Initiation”

means the process by which the Product Delivery Manager and the Product
Owner agree the Product Overview Document;

“Product Roadmap”

means the document created per Product which sets out the roadmap for
the Product including the Product Vision and the Release Plan and is

updated by the Product Delivery Manager regularly,

“Product Delivery
Manager”

has_the meaning given in paragraph 4.7 of Schedule 13 (Digital
Development Services):

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“Product Overview
Document”

means the summary of the Product Vision, the architecture approach, the
Release and Test Strategy, the intended service _model and the initial
release roadmap for each Product;

“Product Owner”

has_the meaning given in paragraph 4.1 of Schedule 13 (Digital

Development Services);

“Product Sponsor”

has_the meaning given in paragraph 4.2 of Schedule 13 (Digital

Development Services);

“Product Vision”

means a document created by Post Office as an outline of the Product,
describing its goals, targeted benefits and overall focus;

“Production SAP System"

until 31 March 2014 shall have the meaning given to it in the “Data Centre
Operations: Service Description” (SVM/SDM/SD/0003).
From 1 April 2014 until 23:59 on the 4'" October 2016 shall have the
meaning given to it in the “POLSAP Applications Support Service: Service
Description” (SVM/SDM/SD/2306);

From 5" October 2016 shall have the meaning given to it in the “POLSAP
Hosting Service, Service Description” (SVM/SDM/SD/2191);

“Professional Services"

means professional services as described in paragraph 3.1.1 of Schedule
B1.1;

“Programme or Release
Board"

shall have the meaning set out in Annex 1 of Schedule A2;

“Programme/Release
Relationship"

means the relationship of that name described in Annex 1 to Schedule A2;

“Programme Spend”

has the meaning set out in Schedule I

“Project Assets"

means the assets referred to as such in Clause 48.1;

“Project HNG-X"

means the initial design, development and testing of the HNG-X Service
Infrastructure and the Business Capabilities and Support Facilities, together
with all of the HNG-X Project Activities (also known as ‘HNG-X Release 1’),
but excluding the Associated Change Activities;

“Project HNG-X
Commencement Date"

means 8 February 2006;

“Project Mercury”

has the meaning set out in Schedule I

“Property”

means tangible property (including without limitation buildings and land) but
excluding the Infrastructure and any part thereof before it has been
accepted in accordance with this Agreement;

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“Proportion Change” shall have the meaning given to it in paragraph 5.1 of Schedule D1;

“Proposed Exit Strategy” shall have the meaning given to it in paragraph 3.3.2 of Schedule E;

“Protected Margin" means, in respect of each Financial Year from (and including) 2008/2009
to (and including) 2011/2012, the amount stated in respect of that Financial
Year in the final row of the Operational Charges Table;

"PSTN" means public switch telecommunications network;

“Purchase Order" means the form of purchase order generated by Post Office in the course
of the Work Ordering Procedure to give each Work Order a unique
identifying reference for Post Office purposes;

“Purchase Order Cover" shall have the meaning given to it in Clause 1.6 of the Agreement;

“Purchase Point P1" means the date on which, for the first time, there is a period of exactly six
months from such date until the planned commencement date for rollout of
Associated Change Workstream A7 (Branch Router Rollout) (as adjusted
from time to time in accordance with the provisions of Schedule B6.2);

“Purchase Point P2" means the date on which, for the first time, there is a period of exactly one
month from such date until the planned date for Trigger Point T5 (as listed
in Table 5 in Part 1 to Annex 1 of Schedule BS, as adjusted from time to
time in accordance with the provisions of Schedule B6.2);

“Purchase Point P3" means the date on which, for the first time, there is a period of exactly one
month from such date until the planned commencement date for rollout of
HNG-X Project Workstream X5 (Counter XP Rollout) (as adjusted from
time to time in accordance with the provisions of Schedule B6.2);

“Purchase Point P4" means 1 July 2008;

“Purchasing Manager" means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

“QAITest SAP System" until 31 March 2014 shall have the meaning given to it in the “Data Centre

Operations: Service Description” (SVM/SDM/SD/0003).

From 1 April 2014 until 23:59 on the 4" October 2016 shall have the
meaning given to it in the “POLSAP Applications Support Service: Service
Description” (SVM/SDM/SD/2306).

From 5" October 2016 shall have the meaning given to it in the “POLSAP.
Hosting Service, Service Description” (SVM/SDM/SD/2191);

“QAS Software" means the QAS software products named QuickAddress Name Tracer,
QuickAddress Validator and QuickAddress Pro with Welsh PAF (and
updates thereto) as referred to in the table in (as applicable) paragraph 1.2

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of Schedule B4.1 or paragraph 6.3 of Schedule C1. QAS Software is hosted
within, but is not part of the Infrastructure and is not Software or an
Application. From 17 July 2011 this software is no longer in use;

"Queried Requirement" shall have the meaning given to it in Clause 34.5;

“RACOC1 Model" means the request, authorisation and confirmations model of End to End
Service flows of Banking Transactions involving, inter alia, as the particular
circumstances may permit, NB Requests being issued from Counter
Positions, NB Authorisations being issued by the NBS and NB
Confirmations being issued from Counter Positions;

“RAG Report" has the meaning given to it in paragraph 10.5 of Schedule B6.2;

R&R Required Items means those elements of the Branch Network Service that need refreshing
or upgrading or a change to the terms of support associated with any
spares, hardware, software or firmware which form part of the current
Branch Network Service as detailed in the BNS Report Part 1 and/or Part
2 (as relevant);

“Ramp Down Period” has the meaning given in paragraph 11.2.1 of Schedule E;

“Ramp Down Report” has the meaning given in pargraph 11.1.1 of Schedule E;

“Rate Board" means a Post Office device of type:

Forde Electronics Rate Board; or

Banking Automation EKS! Multiboard Rate Board; or

DB7 Model 01169 Rate Board

for displaying exchange rates including all associated cables and
equipment forming the connection between the device itself and the socket
used to connect it to the Infrastructure. Rate Boards are not and do not form

any part of the Branch Infrastructure, Equipment, Hardware, Infrastructure
or Stand-Alone Hardware for the purposes of this Agreement;

“Rate Card” means the rate card set out in paragraph 10.4 of Schedule D.1 and any
references in this Agreement to “rate card” shall be construed to be
references to this defined term;

"RDS" means Post Office Reference Data System (q.v);

“Reboot Incident" means a Service Desk authorised reboot, a Service Desk authorised office
snapshot print preview or any work-around authorised by the Service Desk
to remove the necessity to carry out a reboot or office snapshot print
previous where the time taken to carry out such work-around (as

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demonstrated by Fujitsu Services in the test environment normally used to
validate test scripts) is four minutes or longer;

“REC File" means a file generated for each of Santander and CAPO at the end of each
settlement day (defining the outcome of all Banking Transactions) that is
passed to Santander and CAPO respectively;

"Recitals" means the recitals (A) to (G) of this Agreement;

“Reconciliation and
Settlement Reports"

means the reports described as such in the CCD entitled "Network Banking
End to End Reconciliation Reporting" (CS/SPE/011);

“Reconciliation Service"

means the Service referred to in row 12 of Table A of Schedule B3.1;

“Reconciliation Support
Facility"

means the Support Facility referred to at paragraph 3.10 of Schedule B3.2;

“Records”

means the full and accurate records relating to the performance of the
Services;

“Resource Unit”

has the meaning set out in Schedule I

“Rectification Plan"

shall have the meaning given to it in (as applicable) paragraph 7.1 of
Schedule B4.4 or paragraph 7.1 of Schedule C1, as applicable;

“Redundant Business
Function"

means a business function which Post Office has agreed is, or shall
become, redundant;

“Reference Data"

means a set of parameters and relationships controlling the operation of
elements of the Infrastructure or Applications;

“Reference Data
Management Application"

means the Horizon Application referred to at (as applicable) paragraph 2.7
of Schedule B4.2 or paragraph 6 in Part 2 of Annex 2 to Schedule B5;

“Reference Data
Management Service"

means the Service referred to in row 8 of Table A of Schedule B3.1;

“Reference Data Support
Facility"

means the Support Facility referred to at paragraph 3.6 of Schedule B3.2;

“Reference User Stories”

means the library of reference User Stories maintained by Fujitsu Services
and reviewed, and where necessary updated, quarterly, containing example
User Stories that have been sized and allocated a number of Story Points
in accordance with the Estimating Methodology, with each such User Story
also including narrative and description so as to set out the justification for
the applicable number of Story Points that were allocated and, following the
applicable Sprint, the number of Story Points actually required to complete
such User Story;

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“Refresh Items”

means the hardware, software and spares stock which Fujitsu Services
identifies and notifies to Post Office and Post Office agrees that it may need
to purchase or refresh in accordance with paragraph 1.3.2(e) of Schedule
B3.3 and/or paragraphs 10.1.7, 10.1.8 and/or 10.1.9 of Schedule E;

“Refund"

means a repayment of money to a Customer, by means of a Reversal;

“Relationship”

shall have the meaning given to it in paragraph 2.1 of Schedule A2;

“Release”

Means, in relation to Services outside of DDS, a documented collection of
software and/or data provided by Fujitsu Services to be deployed in the
Infrastructure; and

Means in relation to DDS, a collection of Delivered Sprint Requirements
that have been approved by the Product Owner for release into the live
environment in accordance with the Release and Test Strategy:

“Release and Test
Strategy”

means a document created by Post Office that sets out the approach to
testing and release for the particular Product in accordance with Paragraph
8 of Schedule I3 (Digital Development Services);

“Release Contents
Description"

means a CCD which defines the scope of a Release;

“Release Plan”

means the planned schedule of releases for the Product to the live
environment;

“Relevant Exchange Rate"

shall have the meaning set out in paragraph 16.5.2 of Schedule D1;

“Relevant Indian Index"

shall have the meaning set out in paragraph 16.5.1 of Schedule D1;

“Relevant IT System"

shall have the meaning given to it in paragraph 2.1 of Schedule A1;

“Relevant Margin"

means, in respect of:

(a) the Branch Network Service, the margin calculated by multiplying the
costs incurred by Fujitsu Services in providing such Branch Network
Service by 5/95; and

(b) any other Testable Service, the margin calculated by multiplying the
costs incurred by Fujitsu Services in providing such Testable Service
by 22/78;

“Relevant Period"

shall have the meaning set out in paragraph 4.1 of Schedule C1;

“Relevant Services"

means:

a) in the event of the expiry or termination of this Agreement, all of the
Services then being performed by Fujitsu Services which include

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for the avoidance of doubt, any Development Services in progress
at the date of expiry or termination;
(b) in the event of the expiry of an Expiring Service, the Expiring Service
that is the subject of such expiry; or
(c) in the event of Partial Termination, the Terminable Service(s) that are
the subject of such termination;
“Relief Event” means a failure by Post Office to satisfy the relevant Sprint Dependencies

or Transition Dependencies;

“REM Collection"

means a collection of cash and stock remittance pouches by Post Office’s
secure carrier;

"Remittance"

means a consignment to or from a Branch of cash, stock, or other value
items to be brought to account;

“Replacement Interfaces"

means the technical and/or operational interfaces between;
(a) the Services which continue to be provided by Fujitsu Services and the
Infrastructure used to deliver those Services after the date of Partial

Termination; and

(b) the Replacement Services and infrastructure provided by Post Office
or a Next Supplier;

“Replacement Mobile
Configuration"

means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as "replacement mobile
configuration" and described in the CCD entitled “Counter Hardware
Design Specification” (BP/DES/003);

“Replacement Service"

means a service that closest matches a Relevant Service that, following
termination or expiry of that Relevant Service, is procured by Post Office
from a Next Supplier or performed by Post Office itself;

“Report”

means a physical document or information held electronically in such a way
that it can be processed readily to produce a physical document;

“Requirements Baseline"

shall have the meaning set out in paragraph 2.1.2 of Schedule B6.1;

“Requirements Definition
Process"

means the Functional Requirements Definition Process, the HNG-X
Requirements Baselining Process, User Interface Definition Process, the
Postal Services Definition Process and the HNG-X Programme
Requirements Change Control Process;

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“Requirements Stage"

means the period that commences on the Amendment Date and ends when
the initial version of the full set of HNG-X Requirements has been issued
by Post Office to Fujitsu Services;

“Retail Price Index" or
"RPI"

means the "all items retail prices" index currently appearing at table RPO2
in the Office for National Statistics Database:http//www.statistics.gov.uk, or
the same index in any other Government publication if the aforementioned
ceases to be published;

“Retail Stock"

means items sold in Branches through Post Office's retail accounting
scheme;

“Retained Functionality
Use Cases"

means the Use Cases described as such in paragraph 3 of Part 1 of Annex
11 to Schedule B6.1;

"Retention"

shall have the meaning set out in paragraph 9.1.2 of Schedule D2;

“Revenue Spend”

has the meaning set out in Schedule I

“Revenue Unit”

has the meaning set out in Schedule I

“Reversal”

means a Transaction which nullifies a previous Transaction and "Reverse"
and its cognates shall be construed accordingly;

“RMG Harmony"

means the Royal Mail Group methodology for managing projects which
provides repeatable processes, a means of interfacing with methodologies
used by third party suppliers and a framework for project managing the
Development Lifecycle;

“Roll Out Phase"

means the period between the occurrence of Trigger Point T5 (Data Centre
Ready for HNG-X) and the occurrence of Trigger Point T6 (Counter
Application Rollout Complete);

“Route”

means the path through the Post Office Data Gateway Service that a file
takes from its source End-point to its destination End-point;”

“Royal Mail Group" or
“Post Office Group"

means Royal Mail Holdings pic and its Subsidiary Companies;

“RPI Adjustment Factors”

means those factors set out in the table at paragraph 16.7 of Schedule D1;

“Santander”

means the Bank owned and operated by Santander UK pic which trades
under the name “Santander UK";

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“Santander Circuit”

“Santander Circuit” means the communications link between the Data
Centres and “Santander” as described in paragraph 7.5 of Schedule B4.3
or paragraph 3.3.3 in Schedule B3.3 (as applicable);

“SADD"

means Service Architecture Design Document (q.v.);

“Salesforce Support
Service”

has the meaning given to it in table 2.1 of Schedule B3.1;

“Salesforce Support
Service Other”

means the part of the Salesforce Support Service which excludes the
Salesforce Support Service Hosting;

“Salesforce Support
Service Escalated Calls”

means Post Office calls raised with Salesforce that breach the SLA target
that exists between Post Office and Salesforce and are, until 23.59 on 31%
March 2016, then subsequently passed to Fujitsu Services to manage the
resolution;

“Salesforce Support
Service Hosting”

means the part of the Salesforce Support Service which is provided, until
23.59 on 31% March 2016 by the Fujitsu Global Cloud Service. Until 23.59
on 31%! March 2016, this includes the Hosting of the live PerspecSYS
platform in the UK, the Hosting of the DR PerspecSYS platform in Germany,
and the use of Internet connectivity into both systems;

“SAP Advanced
Distribution System"

means the Post Office's advanced distribution system as referred to in (as
applicable) paragraph 2.4.1 of Schedule B4.2 or paragraph 2.11 of
Schedule B3.2;

“SAP Basis Calls"

means calls to the PRISM helpdesk (related to SAP Basis) passed by the
PRISM helpdesk to the SMC helpdesk, the terms PRISM, SAP Basis and
SMC helpdesk as used in this definition having the meanings given to them
in (as applicable) the CCD entitled "Service Description for the SAP
Hosting Service" (CS/SER/022) or the CCD entitled "Data Centre
Operations Service: Service Description" (SVM/SDM/SD/0003);

“SAP Loading Application"

means until the POLSAP R1 Go Live Date the SAP Software configured by
Post Office or by a third party on behalf of Post Office for use by Fujitsu
Services in loading data for use by Configured POL FS;

“SAP RTU"

means the CCD entitled "SAP Software Right to Use and Maintenance
Agreement for Fujitsu Services" (Post Office reference: HOR/CON/003)
(Fujitsu Services reference: CF/CON/001);

“SAP Software"

means the SAP software (and any updates thereto or new versions thereof)
referred to in the table in (as applicable) paragraph 1.2 of Schedule B4.1 or
paragraph 1.2 of Schedule C3;

“SAP/ADS"

means SAPADS (q.v.);

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“SAPADS"

means SAP Advanced Distribution System;

“Security Management
Service"

means the Service referred to in row 13 of Table A of Schedule B3.1;

“Security Stock"

means the stock products which have no cash account value until sold, any
item the loss of which would result in loss to Post Office;

“Sensitive Authentication
Data”

means security related information used to authenticate cardholders
appearing in plain text or otherwise unprotected form. This information can
be any of the following:

(a) Card Validation Code
(b) Card Validation Value
(c) Full Track

(d) PINs

(e) PIN blocks (including encrypted PIN blocks

“Sensitive Data"

means discretionary data held on track 2 of a NB Token magnetic stripe and
NB Token details entered by a Counter Clerk (which will be one of or a
combination of the start date, NB Token issue number, validation period
and/or expiry date, according to the specific Banking Transaction);

"Sensitive DC Data"

means data held on track 2 of a DC Token magnetic stripe and DC Token
details entered by a Counter Clerk, which will be one of or a combination of
the start date, DC Token issue number, validation period and/or expiry
period;

“Sensitive Personal Data

shall have the meaning set out in paragraph 2.3.4 of Schedule A4;

"Service Architecture
Design Document"

is the document showing the Post Office Service Architecture as it was
following the introduction of the NBS;

"Service Boundary"

means the interface or interfaces at which responsibility for processing or
otherwise handling Transaction data, Reference Data or Data Files or any
other data or message passes, in accordance with the applicable AIS
and/or TIS between Fujitsu Services, Post Office and/or a third party;

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“Service Code” means a three or four digit number read from a Token that specifies

acceptance requirements and limitations for a magnetic stripe read
transaction;

"Service Description"

means, in respect of each HNG-X Service (other than the BCSF Service),
the CCD or CCDs which are in effect at the relevant time and describe that
HNG-X Service, as set out in Schedule B3.1;

“Service Desk"

means, save as expressly provided otherwise, the initial point of call for
Users in need of support relating to the Services . Until the 16th June 2014
the Service Desk shall be provided by Fujitsu in accordance with the
Service Desk Service Description and after this date it shall be provided to
Post Office by the Next Supplier and Fujitsu Services shall interact/interface
with the Next Supplier Service Desk in accordance with operating
processes agreed with the Next Supplier. Post Office may request that
Fujitsu provide a fall back Service Desk until the 2nd July 2014.

“Service Desk Day"

means, for the Fujitsu provided Service Desk up to the 2" July 2014: 08:00
— 18:30 Monday to Saturday inclusive, other than Christmas Day;

"Service Desk Service"

means the Service referred to in row 1 of Table A of Schedule B3.1 until the
2 July 2014, thereafter the Service Desk Service shall be replaced by a
service to be provided by the Next Supplier

"Service Desk Voicemail
Service"

means the facility provided by Fujitsu Services up until the 2"? July 2014
for recording telephone calls to the Service Desk outside of the Service
Desk Day and ring back on the following Service Desk Day as further
described in the CCD entitled "Service Desk: Service Description"
(SVM/SDM/SD/001);

“Service Failure"

means an interruption of a Service that has not been approved by Post
Office;

“Service Integration
Charges"

means the Charges for the Service Integration Services, as set out in
paragraph 8 of Schedule D1;

"Service Integration
Services"

means the services referred to in Table C of Schedule B3.1;

“Service Level
Measurement Period"

means the period over which Fujitsu Services shall report service
performance against Service Levels. Each Service Level Measurement
Period shall, unless expressly stated otherwise in this Agreement, be a
period of three months ending at the end of June, September, December
and March in each Financial Year;

"Service Level"

means a quantified and measurable standard, required for a specified
Service;

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“Service Level Target" or
“SLT”

shall have the meaning given to it in (as applicable) paragraph 1.2.1 of
Schedule B4.4 or paragraph 1.2.1 of Schedule C1;

“Service Management
Element"

means, for each Operational Service, the service management element,
expressed as an amount in the Operational Unit Charge for that Operational
Service or (in the absence of an Operational Unit Charge for that Service)
the Operational Fixed Charge for that Operational Service, in each case as
set out in respect of that Operational Service in the Operational Charges
Table;

“Service Management
Relationship"

shall have the meaning set out in Annex 1 of Schedule A2;

“Service Management
Report"

means the Service Review Book;

“Service Management
Service"

means the Service referred to in row 11 of Table A of Schedule B3.1;

"Service Review Book"

means the Working Document used by Fujitsu Services to report
performance of the HNG-X Services against Service Levels and associated
volumes, the format of which is agreed by the Parties at meetings of the
Service Management Relationship;

“Service Requirement”

means the document describing the nature and level of in-life support that
the Product will require once accepted into production within the Post Office
environment;

“Services”

means the HNG-X Services, the Business Continuity Services, the Transfer
Services, and the Development Services;

“Simple Payment Module"

means a type of smart card supported by the SML software referred to in
Table 2 in Schedule B4.1;

"SIP Charges"

means the Charges for the SIP, as set out in paragraph 11 of Schedule D1;

“SIP Confidential
Information"

shall have the meaning set out in paragraph 10.1.1 of Schedule B1.2;

“SIP Lead Manager"

means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

“SIP Team" or "SIP" or
“Systems Integration
Partnership"

means the team established by Post Office, comprising employees of
Post Office, individuals assigned from third parties and those Fujitsu
Services SIP Team Members provided by Fujitsu Services in accordance
with Schedule B1.2, to carry out such tasks as Post Office may require
from time to time in accordance with Schedule B1.2;

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“SLT Calendar Year" means each period from 1 January to 31 December (inclusive, in each
case) during the term of the Agreement;

“Smart Metering” means the web service provided by Fujitsu that allows customers of British
Gas to access and top up their Smart Card for usage on British Gas Meters;

“Smart Token" means a type of Token (as defined in relation to the Automated Payment
Service or the In/Out Payment Business Capability) which uses on-board
integrated circuit technology;

“Soft Cap" shall have the meaning given to it in paragraph 1.3.3 of Schedule D8;

“Soft Cap Range" means the difference between the Upper Target Price and the Soft Cap;

"Software" means in relation to Services other than DDS, Fujitsu Services’ Software,
Specially Written Software, Internal Code, Third Party Software and all
other Software licensed by Fujitsu Services to Post Office hereunder;
means, in relation to DDS, the software to be developed under the Schedule
13 (Digital Development Services)

“Solar” has the meaning set out in Schedule I

"Solicitation Fee" means a sum equivalent to:

(a) in the case of a Key Individual who was an employee of the Previous
Employer:

(i) where such employment lasted less than twelve 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 twelve months or more, the
gross annual salary of that Key Individual; or

(b) in the case of a Key Individual who was engaged by the Previous
Employer as a contractor:

(i) where such engagement lasted less than twelve months, the
total gross contract fees payable by the Previous Employer for
the services provided to it by that Key Individual during the
period of his engagement plus the reasonable costs incurred
by the Previous Employer of engaging that Key Individual; or

(ii) where such engagement lasted twelve months or more, the
total gross contract fees payable by the Previous Employer for
the services provided to it by that Key Individual during the
immediately preceding twelve months;

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“Solution Architecture"

means the architecture described in the CCD entitled “HNG-X Solution
Architecture Outline” (ARC/SOL/ARC/0001);

“Solution Baseline"

shall have the meaning set out in paragraph 2.1.3 of Schedule B6.1;

“Solution Baseline
Documentation Set"

has the meaning given to it in paragraph 3 of Schedule B6.2;

"Solution Test Stage"

means a Fujitsu Services managed test stage (which, for Project HNG-X is
a sub-stage of Test and Validation), which will integrate and validate the
solution within end to end data flows (within solution boundaries);

“Source Code"

means in relation to Services other than DDS software in eye-readable form
and in such form that it can be compiled or interpreted into equivalent object
code together with all technical information and documentation necessary
for the use, reproduction, modification and enhancement of such software;

means, in relation to DDS, the source code of the Software to which it
relates, in the language in which the software was written, together with all
related flowcharts and technical documents, all of a level sufficient to enable
the Post Office’s development personnel to understand, develop and
maintain that Software;

"Specially Commissioned
Design Documentation"

means design documentation commissioned by Post Office from Fujitsu
Services for one or more Design Purposes prior to the Project HNG-X
Commencement Date or after that date and used solely in connection with
the Existing Services;

“Specially Written
Documentation"

means original documentation produced by or on behalf of Fujitsu Services:

(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and

(b) which relates to Specially Written Software; and

(c) as a deliverable under a Work Order relating to the development of
such Specially Written Software,

including, without limitation, documentation identified as Specially Written
Documentation in the CCD entitled "Transfer Asset Register" (
COM/MGT/REP/0001);

"Specially Written
Software"

means original software developed by or on behalf of Fujitsu Services:

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(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and

(b) pursuant to a Work Order for the solution build and test stage of the
development process or lifecycle; and

(c) in accordance with a design proposal or other specification
produced in the solution specification stage of the development
process or lifecycle, in relation to which Fujitsu Services was
engaged under a Work Order,

including, without limitation, software identified as Specially Written
Software in the ccD entitled "Transfer Asset
Register"(COM/MGT/REP/0001);

“Specified Purpose” has the meaning specified in Clause 30.19.5;

“Specified Third Party means the software listed in Schedule G, Annex 2;
Software”

"SPM" means Simple Payment Module;

“Spot Rates File" means an electronic file sent by Post Office to Fujitsu Services containing
exchange rates to be used by the Bureau;

“Sprint” means a development cycle performed as part of the DDS:

“Sprint Backlog” has_the meaning given in paragraph 1.13.1 of Appendix _1 (Agile
Methodology) of Schedule 13 (Digital Development Services):

“Sprint Closure Report” means, in respect of each Sprint, the report to be created as an output of
the Sprint Retrospective Meeting which sets out the number of User Stories
completed in each Sprint as against the number of User Stories which were
proposed to be completed within the same Sprint, details of any Relief
Events, and_any known reasons where the number of achieved User
Stories is less than the number of proposed User Stories in the same

Sprint;

means the dependencies listed in paragraph 12 of Schedule 13 (Digital
Development Services) and, in respect of any specific Sprint, the
dependencies agreed between the Product Owner and the Product
Delivery Manager prior to the commencement of such Sprint in accordance
with paragraph 1.14 of Appendix 1 (Agile Methodology) of Schedule 13
Digital Development Services):

“Sprint Dependencies”

“Sprint Functionality” has_the meaning given _in paragraph 1.19 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services):

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“Sprint Planning Meeting” I has the meaning given_in_paragraph_1.13_of Appendix _1 (Agile

Methodology) of Schedule 13 (Digital Development Services);

“Sprint Requirement” has_the meaning given in paragraph 1.13.7 of Appendix _1 (Agile
Methodology) of Schedule 13 (Digital Development Services);

“Sprint Retrospective has the meaning given in paragraph 1.27 of Appendix 1 (Agile

Meeting” Methodology) of Schedule I3 (Digital Development Services);

“Sprint Review Meeting” has the meaning given in paragraph 1.23 of Appendix 1 (Agile

Methodology) of Schedule I3 (Digital Development Services);

“Sprint Team” means the Participants in the Sprint (as described in paragraph 6.1 of
Schedule I3 (Digital Development Services)) and any replacements from
time to time;

"Stage" shall have the meaning given to it in paragraph 1.2 of Annex 2 to Schedule

A2;

“Standard GWS client”

means a new GWS which is implemented in its entirety under the GWS
Support Facility;

“Standard Sprint Team
Structure”

Has the meaning given in paragraph 6.1 of Schedule 13 (Digital
Development Services);

“Stand-Alone Hardware"

means hardware (together with any integral software) which is to be
installed in a Branch but which is not Branch Hardware, together with any
tools supplied with such hardware which are required to facilitate such
installation, replacement or removal;

“Standing Team”

means those personnel identified as such in the minutes of the Demand
Planning Forum;

"Statement of Dispute"

shall have the meaning given to it in paragraph 5.1 of Annex 2 to Schedule
A2;

"Stock"

means items held in Branches and classified as Retail Stock, Security
Stock, Value Stock, and Other Stock;

"Stock Unit"

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;

“Story Points”

means a unit of measurement of the effort required for completion of each
User Story to be estimated by the Sprint Team in accordance with the
principles in paragraphs 1.7 and 1.17 of Appendix 1 (Agile Methodology) of
Schedule 13 (Digital Development Services);

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“Streamline” means the name of the third party Merchant Acquirer appointed by POL.
Note that post 01/4/2012 any references to Streamline in the contract shall
be construed to mean the replacement Merchant Acquirer as contracted by
POL;

“Strive” shall have the meaning given to it in Recital E(d);

“Sub-contractor"

means a person to whom any obligations of Fujitsu Services expressly
specified in this Agreement are delegated in accordance with the provisions
of this Agreement but shall not (for the avoidance of doubt) include any
supplier of products or services which are not expressly specified as
Obligations of Fujitsu Services under this Agreement and related
expressions shall be construed accordingly;

“Subject Information
Request"

means a valid request (as provided for in the Data Protection Act 1998) by
or on behalf of a Customer or User for a copy of Personal Data of that
Customer or User held or which may be held by Fujitsu Services;

“Subject Lead"

means, in respect of each Relationship, the individuals-representing each
Party, identified as the subject leads in respect of that Relationship in Annex
1 to Schedule A2;

“Subject Lead Review"

shall have the meaning given to it in paragraph 2.1 of Annex 2 to Schedule
A2;

“Subsidiary Company"

shall have the meaning given to it in Section 736 of the Companies Act
1985;

“Sunguard Site"

means the site currently used by Sunguard Limited (whose registered office
is 11 Bridewell Close, Mildenhall, Bury St Edmunds, Suffolk, IP28 7RB) at
which it provides certain of business continuity services for the Post Office;

“Superstock” means a Geller application hosted on the Superstock Infrastructure;
“Superstock means the hardware and software supplied and used by Fujitsu Services in
Infrastructure”

order to provide the Superstock Services (excluding, for the avoidance of
doubt, the PSTN network);

“Superstock Services”

means the Service referred to in line 1 of Table C of Schedule B3.1;

“Superstock Solution”

means the Superstock Infrastructure and the Superstock Services
(including, without limitation, the provision and use of the Superstock
Infrastructure by Fujitsu Services and/or its Sub-contractors to provide
those Superstock Services);

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means the support facilities forming part of the Business Capabilities and
Support Facilities;

“svar”

means a testing process used for Functional and non-functional testing;

“SV&l Rig”

means the primary rig used for all functional and non-functional testing,
including testing connectivity and interworking with external systems;

“Systems Integration"

means the procurement, integration, provision and management of any or
all applications, infrastructure and services required by Post Office for the
purposes of integrating some or all of the Relevant IT Systems;

"Systems Integration
Partnership and Executive
Relationship"

shall have the meaning set out in Annex 1 of Schedule A2;

“Systems Management
Service"

means the Service referred to in row 7 of Table A of Schedule B3.1;

"Task"

means a task or milestone described at Level 2 in the HNG-X Programme
Plan to be performed or achieved by one or other Party as specified in the
HNG-X Programme Plan;

“Technical Interface
Specification" or "TIS"

means a CCD describing the technical detail of an interface;

“Terminable Service"

means any individual Operational Service or group of Operational Services
taken together that are identified as a terminable service in the column
headed “Terminable Service” in the table set out in Annex 1 of Schedule E;

“Termination Charge”

means the charge set out in paragraph 6 of Schedule E payable by Post
Office if the Agreement is terminated in accordance with Clause 47.7;

“Termination Early Release
Date”

has the meaning specified in Clause 30.19.3;

“Termination Licence Fee”

has the meaning set out in Clause 39.1.2;

“TESQA"

means the software tool made available by Fujitsu Services to Post Office
which enables TESQA Users to access the Transaction Enquiry Service;

“TESQA Availability”

shall have the meaning given to it in paragraph 2.1.1 of Annex 4 to Schedule
B4.4;

“TESQA Users"

means those Users who access TESQA which shall be no more than 20
Users at any one time;

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“Test Automation Toolset”

this consists of the LOADRUNNER software for volume testing and
WINRUNNER software for regression testing and volume testing;

“Test and Validation"

means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.1 of Schedule B6.3;

“Testable Services"

means any individual Operational Service or group of Operational Services
taken together that are identified as a testable service in the column headed
“"Testable Service" in the table set out in Annex 1 to Schedule D6;

“Third Line Software
Support Service" or "Third
Line Support Service"

means the Service referred to in row 9 of Table A of Schedule B3.1;

"Third Party Confidential
Information"

shall have the meaning given to it in Clause 34.2;

“Third Party Data"

means the data or databases referred to in the table in (as applicable)
paragraph 1.3 of Schedule B4.1 or paragraph 1.3 of Schedule C3;

“Third Party Items"

means the HNG-X Third Party Software and all other software (other than
Horizon Third Party Software), documents, materials and other things used
in the provision of the HNG-X Services in which the Intellectual Property
Rights are owned by a third party and which it is necessary for Post Office
to use in order to receive the HNG-X Services over the HNG-X Service
Infrastructure or the benefit of its other rights under this Agreement;

“Third Party Management
Service Charges"

means the Charges for the Third Party Management Services, as set out in
paragraph 9 of Schedule D1;

“Third Party Management
Services"

means the services (if any) referred to in Table D of Schedule B3.1;

"Third Party Software
Owner"

means the ultimate licensor of any Third Party Software;

“Third Party Software"

means Horizon Third Party Software and HNG-X Third Party Software;

“TID"

means, in the context of Debit Card, the terminal identification number;

“TIP Gateway"

means the Fujitsu Services PC on Post Office premises upon which the
Transaction data and Reconciliation and Settlement Reports are placed for
extraction by Post Office;

“TMS”

means the transaction management service described in (as applicable)
paragraph 5 of Schedule B4.3 or paragraph 3 in Part 1 of Annex 2 to
Schedule BS;

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“TMS Agent" means part of the Infrastructure that accesses TMS held data;
“TMS Technical means the documentation referred to in row 5 of Table 3 in Schedule B4.1;
Documentation"
"Token" means a magnetic stripe card, smart card, smart key, bar code or other
physical device, bearing information capable of being used by an
Application;
“Token Technology means a document specifying the technology used by a particular
Specification" automated payment Token;
“Tower” means a package of IT and related servcies to be provided by a single
supplier as part of the Towers Model;
“Tower Branch Network The network services which are to be procured by Post Office as part of the
Service" Towers Model from a Tower Contractor, being services which are
Replacement Services to the Branch Network Services;
“Tower Contractor” means a supplier providing a category of technical services under an

agreement to perform the role of a Tower in the Post Office’s Tower Model
together with Post Office Service Integrator;

“Tower Contractor Cause" I means a failure by a Tower Contractor to carry out a Tower Contractor
Responsibility;

“Towers Model” means the multi supplier sourcing model under which Post Office will
procure IT services for each Tower and for service integration and design
using Post Office Service Integrator, including Replacement Services, from
a number of different suppliers;

“Tower Contractor means the responsibilities of an individual Tower Contractor (i) expressly
Responsibility" allocated to that Tower Contractor as set out in the CRD entitled “Tower
Contractor Responsibilities” reference TOW/CR/001, together with (ii)
additional responsibilities which will directly impact the Services as a result
of the appointment of the Post Office Service Integrator by Post Office
and/or the Partial Termination or termination of any Terminable Service on
which Fujitsu Services is wholly or partially dependent in order that it may
fulfil its own obligations under this Agreement;

“Training Counter Update means the Service referred to in row 3 of Table B of Schedule B3.1;
Service"

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“Training Data"

means the data that is available to the CTO following a reset of that CTO
and any data produced as a consequence of performing Training
Transactions;

“Training Session"

means the period of time between reset points of the CTO during which a
User of a CTO Counter is logged on;

“Training Support Facility"

means the Support Facility referred to at paragraph 3.11 of Schedule B3.2;

“Training Transactions"

means Transactions carried out by a User of a CTO Counter during a
Training Session;

“Transaction”

means a recorded and auditable instance of business activity, involving
service provision or Stock movement across organisational or service
boundaries;

“Transaction
Benchmarking Service"

means the Services referred to as such which form part of the Management
Information Service referred to in row 10 of Table A of Schedule B3.1;

“Transaction Correction"

means a correction to a Branch financial error distributed by Post Office to
the Branch Infrastructure via the HNG-X Central Infrastructure;

“Transaction Correction
Record"

means a description by Post Office of corrections that need to be made to
Branch Trading Accounts as further described in the CCD entitled “POL
Finance Systems to TMS/Horizon Transaction Corrections” (EA/IFS/002);

“Transaction Enquiry
Service"

means the service which provides Users with 180 days of (read-only)
historical Transaction details, and includes the production of the
Reconciliation and Settlement Reports and despatch of REC Files to CAPO
and Santander, as further described in the CCD entitled "NBS Definition"
(BP/SPE/035);

“Transaction Information
Processing” or "TIP"

means the transaction information processing system developed and
operated by Post Office;

“Transaction Management
Support Facility"

means the Support Facility referred to at paragraph 3.4 of Schedule B3.2;

“Transaction Processing
System (TPS)”

means the system which generates Transaction data file and Transaction
data file summaries for transfer to Post Office Limited;

“Transaction Voucher"

means a document used by Post Office as evidence of a Transaction,
including as an example, and without limitation, a telephone bill;

“Transfer”

means transfer of Post Office Stock or money, the transfer of Value Stock,
and/or money, either between Stock Units within a Branch, or between
Branches;

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“Transfer Charges"

means the Charges for the Transfer Services, as set out in paragraph 12 of
Schedule D1;

“Transfer Payment"

means the sum payable pursuant to Clause 48.3 of this Agreement,
calculated in accordance with paragraph 7 of Schedule E;

“Transfer Regulations”

means the Transfer of Undertakings (Protection of Employment)
Regulations 2006;

“Transfer Services"

means:

(a) the Services described in Schedule E to be provided by Fujitsu Services
in the circumstances described in that Schedule; and

(b) any assistance provided by Fujitsu Services pursuant to Clause 48.4.2,

the basis for charging for which is set out at paragraph 12 of Schedule D1;

“Transition”

means the transition from the Horizon Applications and the Horizon Service
Infrastructure to the Business Capabilities and Support Facilities and the
HNG-X Service Infrastructure, together with changes to the HNG-X
Services as described in Schedule B3.1, through the carrying out of the
HNG-X Project Activities and the Associated Change Activities in
accordance with the HNG-X Programme Plan;

“Transition Dependency”

means any Post Office dependency upon which the successful completion

of the transition activities set out within CT2609 are dependent, as explicitly
identified within the CT2609 as Post Office Dependencies;

“Transition Period”

means the period of transition as set out in the CT2609;

“Trigger Points" means each of the events designated as a trigger point in Table 5 in Part 1
of Annex 1 to Schedule B5 and, in relation to the Trigger Point Table, each
of the events specified in that table;

“Trigger Events" means the events set out in the columns headed ‘Trigger Event' in the tables

that appear in paragraph 2 of Schedule B3.1;

“Trigger Point Table"

means the table of that name in Annex C to Schedule D1;

“Unavailable”

Means;

1. In the period up to 31S March 2015, in respect of a Counter Position,
that it is not able to perform all Transactions, or communicate with
the HNG-X Central Infrastructure (and that an agreed fallback
condition as defined in Table 3 in section 2.3.4.2.5 of the Branch
Network, Service Description does not apply) during a Post Office
Core Day;

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2. In the period from 1* April 2015, in respect of a Counter Position, that
is not able to perform all Transactions, or communicate with the
HNG-X Central Infrastructure during a Post Office Core Day;

“Understanding Exercise”

has the meaning specified in Clause 30.19.13;

“Upper Target Price"

shall have the meaning given to it in paragraph 1.3.2 of Schedule D8;

“Use”

means the right of Post Office, in connection with the Services (except in
the case of Horizon Third Party Software where such right shall be in
connection with the Existing Services only) and for no other purposes to
load, execute, store, transmit, display, copy (for the purposes of loading,
execution, storage, transmission or display) or otherwise to utilise the
Software. To the extent permitted by law, such right of Use shall not include
the right to reverse assemble, reverse compile, decode or otherwise
translate the Software;

“Use Case"

represents a Post Office Functional Requirement in the form of a description
of a set of interactions with the HNG-X System that supports a named
business goal;

“User”

means a person authorised by Post Office to use a Service;

“User Interface Definition
Process"

means the process for the refinement of the HNG-X Requirements for the
HNG-X User Interface and the definition of the agreed HNG-X User
Interface as set out or referred to in Part 3 of Annex 11 to Schedule B6.1;

“User Story”

means a non-technical description of a development requirement of Post
Office, expressed as a high level outcome, including the intended
operations, functions, performance, non-functional requirements, service
requirements and other characteristics of the Software or part of the
Software;

“Variabilisation”

has the meaning set out in Schedule I

“Variabilisation CCN”

has the meaning set out in Schedule I

Completion”

has the meaning set out in Schedule I

“‘Nariabilisation
Framework”

has the meaning set out in Schedule I

“Variabilisation Goal”

has the meaning set out in Schedule I

“Variabilised Services”

has the meaning set out in Schedule I

“Variable Services”

has the meaning given in paragraph 11.1.1 of Schedule E;

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“Varied Indexed Charges” I means the Indexed Charges for the following Services insofar as they are
provided from 1 April 2015:

Systems Management Service;
Reference Data Management Service;
Third Line Software Support Service;
Management Information Service;
Service Management Service;
Reconciliation Service;

Security Management Service; and

NOP ons

8. Applications Support Service (4th Line).

“Volume Forecast means in any month the reduction (if any) in forecast Transaction volumes
Reduction" for that month as requested by Post Office and implemented in accordance
with the procedure set out in the CCD "Horizon Capacity Management and
Business Volumes" (PA/PER/033), expressed as a percentage of the
Transaction volumes forecast for that month as at the date when that CCD
is amended pursuant to CCN 1200;

“Volumetric Limits" shall have the meaning set out in paragraph 4.1 of Schedule C1;
"VSAT" means very small aperture terminal;
"VSAT BB" The communications method within the Branch Network Service as

described in paragraph 1.3.2 (iv) of Schedule B3.3 that provides broad band
connectivity to certain Branches using satellite dishes ;

"WAN" means wide area network;

“WebRiposte” means the Software referred to as such and identified in row 3 of Table 1 of
Schedule B4.1 or in row 1 of Table 4 of Schedule C3 (as applicable);

“Work Order" shall have the meaning given to it in paragraph 4.2 of Schedule D2;
“Work Ordering means the procedure for the procurement by Post Office of goods, services
Procedure" or both from Fujitsu Services, as described in Schedule D2 and, in relation

to the procurement of Development Services, also in Schedule B1.1;

“Work Package” means a discrete package of work (covering the supply of goods,
services or both) which is either to be contracted for in a single Work
Order or to be divided into Work Package Elements each of which will
be contracted for in a single Work Order;

“Work Package Element" means any element of a Work Package which is intended to be the subject
of a discrete Work Order;

“Worker” shall have the meaning given to it in Clause 48.4.3;

“Working Day" means a day other than a Bank Holiday, a Saturday or a Sunday;

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“Working Document" means any document designated as a Working Document and any other
document other than the Agreement, Change Control Notes executed by
both Parties, Work Orders approved by both Parties, Contract Controlled
Documents and Contract Referenced Documents. Working Documents are
without prejudice to either of the Parties' contractual or other existing rights
or obligations from time to time and nothing contained therein shall be
deemed or construed as affecting existing contractual obligations or
creating new contractual obligations between either of the Parties; and

“Working Hours" means for an individual post office, the hours during which that office is
open for normal business.

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SCHEDULE Ai

PREFERRED SYSTEMS INTEGRATOR

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

441 26/09/06 Minor corrections

2.0 24/01/07 Baseline copy of 1.1

6.0 15/06/09 Moving all Schedules to V6.0 as agreed with
Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all Schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all Schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all Schedules to V12.0

13.0 23-Nov-2020 Moving all Schedules to V13.0

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SCHEDULE A1

PREFERRED SYSTEMS INTEGRATOR

1. INTRODUCTION
14 In Clause 2 of this Agreement Post Office has stated that it is its present intention to appoint Fujitsu

Services as Preferred Systems Integrator with a wider scope of operation than the Infrastructure and
with the potential to include all Relevant IT Systems in that scope. The purpose of such appointment
would be to exploit the appropriate IT and services to drive Post Office’s business strategy. This
Schedule sets out the rights and obligations of a Preferred Systems Integrator and the terms upon
which Post Office would be willing to appoint Fujitsu Services as the Preferred Systems Integrator.

1.2 The Systems Integration Partnership and Executive Relationship shall review opportunities to create
value for Post Office by Fujitsu Services taking on the Systems Integration of additional IT systems
and services, and shall maintain a list of such opportunities in a Working Document.

2. SCOPE

24 For the purposes of this Schedule A1, “Preferred Systems Integrator” shall mean the person
appointed by Post Office from time to time to carry out the procurement, integration, provision and
management of any or all applications, infrastructure and services required by Post Office for the
purposes of integrating some or all of the following information technology systems:

2.1.1 any new IT system acquired by Post Office which is required by Post Office to interface with
the Infrastructure;

2.1.2 any existing IT system used by Post Office which interfaces or is required to interface with
the Infrastructure; or

2.1.3 any other IT system currently in use or acquired by Post Office after the Amendment Date
which is not required to interface with the Infrastructure, but excluding any system that is
provided as a shared information technology system with other parts of the Royal Mail
Group,

(each a “Relevant IT System”, together the “Relevant IT Systems’).

2.2 Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, such responsibility may involve the Preferred Systems Integrator undertaking the
provision of operating, support, development and maintenance activities associated with Systems
Integration using either its own resources or by procuring some or all of such associated activities
from subcontractors. Where such associated activities are procured from third parties, the Preferred
Systems Integrator shall remain solely responsible to Post Office for their provision.

3. APPOINTMENT

3.41 Nothing in this Agreement shall oblige Post Office to appoint Fujitsu Services as its sole Preferred
Systems Integrator. However, it is Post Office’s present intention, subject to paragraphs 3.2 and 3.3,
to appoint Fujitsu Services as the Preferred Systems Integrator within twelve months of the
Amendment Date.

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3.2 Post Office, at its sole discretion but acting reasonably in accordance with paragraphs 3.3, 3.4 and
3.5, shall determine:

3.2.1. when Fujitsu Services is first appointed as Preferred Systems Integrator;
3.2.2 which categories of Relevant IT Systems that initial appointment covers; and
3.2.3 the timing and extent of any subsequent additions to that scope.

3.3 Post Office's determination of the matters referred to in paragraph 3.2 shall be based on Post
Office's assessment of (a) the extent to which Fujitsu Services has met the criteria for selection of a
Preferred Systems Integrator as set out in paragraph 3.4, taking account of the matters set out in
paragraph 3.5 and (b) Fujitsu Services’ performance of its obligations under this Agreement as
monitored by Post Office and disclosed to Fujitsu Services in accordance with the processes set out
in Schedule A2.

3.4 Post Office's criteria for selecting a Preferred Systems Integrator will comprise the candidate's ability
to demonstrate (by reference where appropriate to any track record with Post Office) that it can, with
respect to large scale complex IT systems such as that used in relation to the Horizon Service

Infrastructure:

3.4.1. work collaboratively with other Post Office suppliers in delivering Post Office end to end
requirements;

3.4.2 manage third party service and product suppliers to deliver integrated solutions;
3.4.3 deliver continual improvements in levels of service;

3.4.4 deliver value for money to Post Office;

3.4.5 use innovation to improve Post Office competitiveness;

3.4.6 deliver application developments consistently within time, at or below cost budgets and to
required quality;

3.4.7 select supplier-independent products and services most appropriate to meet Post Office
requirements; and

3.4.8 adopt ways of working based on a relationship of mutual trust.

3.5 In evaluating Fujitsu Services’ performance against the criteria set out in paragraph 3.4, Post Office
shall take account of the following:

3.5.1 Fujitsu Services’ progress on completing Project HNG-X within time, at or below cost
budgets and to required quality;

3.5.2 the ability of Fujitsu Services SIP Team Members, and/or Fujitsu Services, to generate and
implement innovative ideas to either reduce Post Office costs or improve Post Office
efficiency;

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3.5.3 Fujitsu Services recommending the selection of other companies’ (rather than its own)
products and services where these are demonstrably a better fit with Post Office’s
requirements;

3.5.4 Fujitsu Services demonstrating in relation to at least one Service that they are best value for
money;

3.5.5 Fujitsu Services adopting new ways of working such as transparency on costing for new
proposals, not 'man marking’ (which means a situation where both Parties utilise individuals
to manage a Service or other aspects of the Services) and, where appropriate, adoption of
‘win-win’ as the way of resolving issues; and

3.5.6 when considering additions to the scope of Fujitsu Services’ Preferred Systems Integrator
role, its performance of that role in relation to its existing scope.

3.6 Without prejudice to any Systems Integration activities being provided by Fujitsu Services under this
Agreement, Post Office reserves the right to seek competitive bids for any Systems Integration
activities in relation to Relevant IT Systems where it considers it would be in the best interests of
Post Office to do so. Fujitsu Services (having been appointed as Preferred Systems Integrator)
would be invited to bid in all such competitions.

37 The appointment of Fujitsu Services as Preferred Systems Integrator will be terminated with
immediate effect upon the termination or expiry of this Agreement.

3.8 The appointment of Fujitsu Services as Preferred Systems Integrator may be terminated or the
scope within which it has such a role reduced with immediate effect by Post Office in its sole
discretion:

3.8.1 should Fujitsu Services unreasonably refuse to accept responsibility for any Relevant IT
System nominated by Post Office in accordance with paragraph 4; or

3.8.2 should Fujitsu Services fail to fulfil its obligations under this Schedule A1.

3.9 Should Fujitsu Services be appointed as Preferred Systems Integrator and such appointment be
terminated or its scope reduced under paragraph 3.8, Fujitsu Services’ obligations under this
Agreement to provide Systems Integration activities for the HNG-X Services shall continue in
accordance with the other provisions of this Agreement.

4. RESPONSIBILITY

44 At any time following Post Office's appointment of Fujitsu Services as its Preferred Systems
Integrator, Post Office shall be entitled to nominate any Relevant IT System as a system for which
Post Office would like the Preferred Systems Integrator to assume responsibility and shall disclose
full details of the Relevant IT System to the Preferred Systems Integrator. The terms on which the
Preferred Systems Integrator assumes such responsibility shall be subject to agreement in
accordance with the Change Control Procedure.

4.2 Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, activities in relation to the Relevant IT System will commence within three months of

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the date that such Relevant IT System is nominated for such responsibility by Post Office under
paragraph 4.1 or such other period agreed between the Parties.

43 Post Office shall facilitate discussions between the Preferred Systems Integrator and any current
supplier of products and/or services that are relevant to the nominated Relevant IT System. Where
requested by the Preferred Systems Integrator, Post Office shall use reasonable endeavours to
procure that Post Office's existing contracts with such suppliers that are relevant to the nominated
Relevant IT System are assigned to or novated in favour of the Preferred Systems Integrator.

44 Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, the Preferred Systems Integrator shall be responsible for all Systems Integration
activities in relation to each Relevant IT System which Post Office nominates to the intent that the
Preferred Systems Integrator shall ensure that:

4.4.1 each Relevant IT System meets the applicable service levels; and

4.4.2 the interoperability and performance across Relevant IT Systems meet the required service
and performance levels applicable to each Relevant IT System.

5. VALUE FOR MONEY

51 The Preferred Systems Integrator activities shall be subject to market testing. Where Fujitsu Services
is appointed as Preferred Systems Integrator, such market testing shall be carried out in accordance
with the principles set out in Schedule D6, without causing delay to any of the other Market Testing
activities described in that Schedule.

5.2 Where the Preferred Systems Integrator procures associated activities from a third party in
accordance with paragraph 2.2, the provision of those activities shall be subject to market testing.
Where Fujitsu Services is appointed as Preferred Systems Integrator, such market testing will be
conducted in accordance with the principles set out in Schedule D6 without causing delay to any of
the other Market Testing activities described in that Schedule and validated in accordance with the
provisions of Schedule D4.

6. LEGALITY
The provisions of this Schedule A1 shall apply to the extent permitted by law, including, but not
limited to, the provisions of the Competition Act 1998, Directive 2004/17/EEC and Directive
2004/18/EEC.

7. ASSOCIATED DOCUMENTS

7.1 There are no CCDs associated with this Schedule A1.

7.2 There are no CRDs associated with this Schedule A1.

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SCHEDULE A2
RELATIONSHIP AND GOVERNANCE
Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of
signature of CCN 1200

2.0 24/01/07 Baseline copy of 1.2

3.0 30/01/09 Baseline copy of 2.2

6.0 15/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu

6.1 23/12/09 Applying changes as per CCN
1268

6.2 30/03/10 Applying changes as per
CCN1271¢

7.0 10/05/10 Moving all schedules to V7.0 as
agreed with Fujitsu.

8.0 21/02/12 Moving all schedules to V8.0 in
accordance with CCN1294d

9.0 13/01/14 Applying changes as per
CCN1400

10.0 10/09/15 Moving all Schedules to v10.0
in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN
1423c, CCN 1500a, CCN 1600
and moving all schedules in
accordance with CCN1604

12.0 03/07/2017 Applying changes as per CCN
1607 and moving all schedules
toV12

13.0 23-Nov-2020 Moving all Schedules to V13

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SCHEDULE A2
RELATIONSHIP AND GOVERNANCE
1. OBJECTIVES
1.1 The Parties intend that the relationship and governance arrangements under this

24

2.2

Schedule A2 will help achieve the aim of ensuring an effective working relationship
between the Parties and the overall success of the Agreement.

The relationship and governance arrangements under this Schedule A2 will be used, inter
alia, to monitor, and assist with the aim of achieving, the Joint Objectives set out in
Recitals E(d) to (g) (inclusive) of this Agreement.

THE RELATIONSHIP

Decisions shall be taken through the following mechanisms (each a “Relationship”):
2.1.1. Systems Integration Partnership and Executive Relationship;

2.1.2 Service Management Relationship;

2.1.3. Commercial Relationship;

2.1.4 the Demand Planning Board; and

2.1.5 Programme/Release Relationship,

by the Post Office Subject Lead and the Fujitsu Services Subject Lead for each relevant
Relationship.

Annex 1 to this Schedule A2 sets out in relation to each Relationship:

2.2.1 the Post Office Subject Leads of that Relationship and any other Post Office
appointed members;

2.2.2 the Fujitsu Services Subject Leads of that Relationship and any other Fujitsu
Services appointed members;

2.2.3. the responsibilities of that Relationship;

2.2.4 the frequency with which that Relationship will meet, unless agreed otherwise by
the Parties; and

2.2.5 certain other general information relevant to that Relationship.

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3. GENERAL PROVISIONS
3.41 Save to the extent that a matter is one of the “Reserved Matters” described in paragraph

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

5 of this Schedule A2, Decisions agreed between the Subject Leads of each Party (or
their fully empowered deputies) for the appropriate Relationship will be effective and
binding on the Parties (whether or not such Decision is made at a scheduled meeting of
a Relationship), provided in each case such Decisions are within the scope of the relevant
Relationship's responsibilities as described in Annex 1 to this Schedule A2 and such
Decision is recorded in accordance with paragraph 3.5.

Each Relationship shall be conducted through “meetings”, comprising, for the purposes
of this Schedule A2, telephone conferences, teleconferences or other means of
discussion as the Parties consider appropriate from time to time.

The Subject Leads for each Relationship will agree what (if any) regular or occasional
meetings they wish to hold (and their frequency), where otherwise not stated in Annex 1
to this Schedule A2, in order to discharge the responsibilities and purpose of the relevant
Relationship.

Members of a Relationship may, with the consent of the other Party's Subject Lead for
that Relationship (such consent not to be unreasonably withheld or delayed), invite other
persons to attend meetings of that Relationship.

For any Decision of a Relationship to be effective and binding on the Parties, it must be
in writing and signed by the Subject Leads (or their fully empowered deputies) of that
Relationship.

At least once in every calendar year, the members of each Relationship shall discuss and
review whether the frequency with which their Relationship meetings are held should be
altered.

The Parties agree that day-to-day operational issues arising under or in connection with
this Agreement will be managed through delegated authority, including through
operational review forums, project boards and problem management working groups that
are established from time to time by the Parties, with a view to resolving them in a timely
manner.

Any operational issues which cannot be resolved in a timely manner in accordance with
paragraph 3.7 shall be considered by the relevant Subject Leads at the first available
opportunity.

The Parties agree to use their reasonable endeavours to make Decisions through timely
and effective communication through the appropriate Relationship and not to
unreasonably delay Decisions.

The Subject Leads of each Relationship will agree measurement criteria from time to time
for determining the effectiveness of the relationship between the Parties in meeting the
Joint Objectives set out in Recitals E(d) to (g) (inclusive).

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3.11 In addition to the Subject Leads for each Relationship, each of the Operations Director

44

4.2

5.1

5.2

5.3

for Post Office and the Commercial Division Director for Fujitsu Services shall supervise
the Agreement and shall hold such meetings as they jointly consider necessary to monitor
the strategic direction of the relationship between the Parties under this Agreement.

Nothing in this Schedule A2 shall restrict either Party from exercising any right conferred
upon it under this Agreement and notwithstanding anything to the contrary in this
Schedule A2, no decision to exercise or waive any such right shall require the
concurrence of the other Party.

PROGRAMME/RELEASE RELATIONSHIP

The Programme/Release Relationship shall:

4.1.1 provide a governance structure for each programme and/or Release under this
Agreement through the following boards:

4.1.1.1 the 'Programme/Release Board(s)';
4.1.1.2 the ‘Acceptance Board(s)';

4.1.1.3 the ‘Acceptance Dispute Board(s)’; and
4.1.1.4 the ‘Joint Release Authorisation Board(s)’..

4.1.2 through each relevant board, consider, inter alia, future work or changes
generated by ongoing and planned feasibility studies and other areas of potential
work generated through the SIP.

Annex 1 to this Schedule A2 sets out the Subject Leads, other members, responsibilities

and frequency of meetings of each of the boards within the Programme/Release

Relationship.

RESERVED MATTERS

New, increased, reduced or modified obligations or responsibilities of either Party can

only be effected by making changes to this Agreement in accordance with the Change

Control Procedure. Nothing in this paragraph 5.1 shall restrict either Party from agreeing

Work Orders.

Commitment of new expenditure by Post Office can only be approved through the
processes described in Schedule D2 or Schedule A3.

To the extent that a Decision under this Schedule A2 has had or will have an impact on:

5.3.1 the costs of Fujitsu Services (of an amount greater than £10,000) which Fujitsu
Services would have dealt with under the Change Control Procedure and
reflected in a change to the Charges had that impact been understood at the time
the Decision was made;

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8.1

8.2

5.3.2 the achievement of any Service Level or other obligation of Fujitsu Services under
this Agreement;

5.3.3 any contractual or project date agreed between the Parties in relation to this
Agreement; or

5.3.4 any Post Office Responsibilities which would have been dealt with under the
Change Control Procedure had such impact been understood at the time the
Decision was made,

that Decision will be reversed (to the extent it is reasonably practicable to do so) by the
Relationship which made that Decision with effect from the date of such reversal, and the
matter dealt with under the Change Control Procedure. Each Party shall bear its own
costs of complying with such Decision until it is reversed in accordance with this
paragraph. Any disputes arising in relation to such reversal will be resolved in accordance
with the Dispute Resolution Procedure.

ESCALATION PROCEDURES

Any dispute arising out of or in connection with this Agreement, including any matters
arising out of or in connection with this Schedule A2, shall be resolved in accordance with
the Dispute Resolution Procedure.

RELATIONSHIP MANAGEMENT

The Parties shall jointly monitor the operation of the relationship and governance
arrangements under this Schedule A2 and initiate remedial action (including escalation if
required in accordance with paragraph 6) if these are not being followed.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule A2:

Document Reference Document Title
1 BP/STD/003 "Standard Terms and Conditions for
Work Orders"

The following CRDs are associated with this Schedule A2:

Document Reference Document Title

NO CRDs APPLICABLE

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9.1

9.2

9.3

9.4

9.5

GOVERNANCE FOR OPERATIONAL SERVICES AND THE TOWERS MODEL

Fujitsu Services acknowledges that the supplier that Post Office chooses as its Post
Office Service Integrator for the new Towers Model may act as Post Office’s managing
partner. Subject to paragraphs 9.4 and 9.6 below, the Parties acknowledge and agree
that Post Office Service Integrator shall be entitled, on behalf of Post Office, to exercise
any rights or perform any obligations of Post Office under this Agreement, provided that
only Post Office shall be entitled to exercise its rights under Clauses 47, 58 and 66 of the
Agreement and paragraph 7 of Annex 2 to Schedule A2.

For the purposes of the Post Office Service Integrator performing its role as a managing
partner for the Post Office and subject to paragraphs 9.1 and 9.4, references in this
Agreement to Post Office shall be interpreted to refer to or include Post Office Service
Integrator as relevant. Post Office’s opinion shall prevail in the event of any dispute as to
whether a reference refers to or includes the Post Office Service Integrator. Delegation
to the Post Office Service Integrator shall be without prejudice to Post Office's right to
exercise its rights under any provision of the Agreement on its own behalf. For the
avoidance of doubt, nothing in this paragraph 9 is intended to create a separate contract
between Fujitsu Services and Post Office Service Integrator or to assign or novate this
Agreement or any part of it to Post Office Service Integrator.

In the event that Post Office appoints the Post Office Service Integrator to manage some
or all of its IT services on its behalf, Fujitsu Services shall perform all its obligations owed
to Post Office under this Agreement to the Post Office Service Integrator as if the Post
Office Service Integrator is Post Office. To the extent that Fujitsu Services fails to perform
its obligations under the Agreement, Post Office retains the ability to enforce its rights
against Fujitsu Services and require it to perform those obligations. In the event that
either Party considers co-operation and collaboration between Fujitsu Services, Post
Office Service Integrator and other Tower Contractors is not in accordance with this
paragraph 9, then either Party may escalate the issue through the Dispute Resolution
Procedure.

Without prejudice to Post Office's right to exercise its rights under any provision of the
Agreement on its own behalf, in the event that Post Office Service Integrator exercises
the rights of Post Office under Clauses 23, 24 or 25 of the Agreement, Fujitsu Services
shall only be required to disclose details of the aggregated price of performing the
Services and not details of pricing for specific Services or details of the cost base it uses
to calculate such prices which may indicate Fujitsu Services’ pricing strategy or pricing
levels to Post Office Service Integrator.

Without prejudice to paragraph 9.1 above but subject to paragraph 9.6 below, the Parties
acknowledge and agree that Post Office Service Integrator shall be entitled to attend any
of the meetings described in this Schedule either in addition to Post Office or on behalf of
and as the representative of Post Office. The Post Office Service Integrator may in some
instances be the sole representative of Post Office at such meetings or governance
boards and will be responsible for the relationship relevant to those meetings or
governance boards. Where Post Office Service Integrator attends a meeting on behalf
of Post Office, Post Office Service Integrator shall be entitled to exercise such rights and

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9.6

9.7

9.8

9.9

perform such obligations as Post Office would be entitled to exercise or perform at such
meeting.

Post Office shall ensure that it has a representative at the following governance boards
in addition to or instead of Post Office Service Integrator:

9.6.1 Executive Relationship;
9.6.2 Commercial Relationship; and
9.6.3 Acceptance Board Dispute.

As part of its transition to the Towers Model and in order to ensure the smooth and
effective delivery of end-to-end services to Post Office, Post Office may require its
suppliers of IT services to enter into good faith negotiations and agree non-disclosure
agreements with other Tower Contractors and/or other third parties (“NDA(s)”) and
operating level agreement(s) (“OLA(s)”) setting out each supplier's respective obligations
and dependencies to Post Office and each other supplier. Fujitsu Services shall, where
reasonably requested by Post Office, use its reasonable endeavours to enter into NDA(s)
and OLA(s) with Post Office Service Integrator and/or any Tower Contractors and/or any
other third parties within 3 months of such notification by Post Office. In the event that
Fujitsu Services has not or considers it will not be able to enter into NDAs and/or OLAs
within such 3 month timescale, Fujitsu Services shall promptly notify Post Office of any
issues preventing compliance with such 3 month timescale and the Parties shall work
together to address the issues in good faith within a reasonable timescale to be agreed
mutually. In the event that the Parties are unable to agree a reasonable timescale, either
Party may escalate the matter through the Dispute Resolution Procedure. For the
avoidance of doubt, Post Office shall not be a party to any such NDA or OLA.

Post Office may wish to make changes to the governance structure in this Agreement to
align with its new Tower Model and to implement changes associated with any OLA. All
such changes shall be managed as a change to the Agreement and implemented via the
Change Control Procedure. Fujitsu Services shall be entitled to charge for any additional
costs or risks as a result of changes to the existing governance structure in accordance
with the Change Control Procedure.

Fujitsu Services shall collaborate reasonably with Post Office Service Integrator and the
Tower Contractors by adopting Good Professional Practice in relation to collaborating and
co-operating with Tower Contractors to enable Post Office to maximize the benefit of the
strategic IT supply chain and optimal target operating model selected by Post Office for
its IT and change transformation programme including by:

9.9.1 responding to and following the Post Office Service Integrator’s instructions,
including meeting all timescales, where provided in accordance with the terms of
this Agreement;

9.9.2 save as set out in the Agreement, reporting to the Post Office Service Integrator
as if it were Post Office;

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9.10

9.11

9.9.3 co-operating with the Post Office Service Integrator where it seeks to manage
and resolve issues between the Tower Contractors including any Incidents;

9.9.4 providing the Services in accordance with collaboration requirements and
responsibilities set out in Schedule F.

For the avoidance of doubt, Fujitsu Services shall be entitled to charge Post Office for
its demonstrable additional costs in complying with this paragraph 9.9 which the Parties
shall agree through the Change Control Procedure to the extent to which such costs are
not covered by the (i) Charges relating to the other Services provided under this
Agreement and (ii) de minimis amount of time being equivalent to 15 man days of
additional effort (over and above those activities performed by Fujitsu Services prior to
the implementation of some or all of the Tower model) in any quarter (being January to
March, April to June, July to September and October to December) incurred by Fujitsu
Services in complying with this paragraph 9.9.

Fujitsu Services shall at all times work with Post Office and Post Office Service Integrator,
in good faith, to develop governance processes, collaboration arrangements and meeting
structures in relation to the provision of the Services in order to:

9.10.1 facilitate consistent management, reporting, and sharing of information between
Fujitsu Services, Post Office Service Integrator and Post Office (as applicable);
and

9.10.2 support and assist the delivery of the Services to Post Office and the delivery of
other relevant Tower services by Post Office Service Integrator and other Tower
Contractors, to Post Office.

The Fujitsu Subject Lead for the Executive Relationship (or a suitable alternative in terms
of seniority, decision making ability and knowledge of this Agreement) shall attend
meetings of the governance board entitled “Supply Chain Member Board” instituted under
the agreement between the Post Office Service Integrator and Post Office.

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Annex 1 to Schedule A2

Relationships

The Parties acknowledge that the job titles of the Relationship members identified in this Annex
1 may change over time (particularly if either Party introduces any new internal management
structure) and that should this occur the appropriate attendees would be the persons holding the
equivalent position to those identified below.

Executive Relationship

Post Office Purchasing Director for Post Office (Subject Lead for Executive
Members Responsibilities)
Head of Change and IS (Subject Lead for SIP-Related Responsibilities)

and Post Office Service Integrator (at Post Office discretion)

Fujitsu Services I Business Unit Director (Subject Lead)
Members
Responsibilities Executive Responsibilities

e Monitoring the overall success of the relationship, including resolution
of any Disputes escalated for Executive Review under the Dispute
Resolution Procedure.

* Approval of new initiatives (HNG-X and non-HNG-X).

e Overseeing management by the Commercial Relationship of matters
arising in respect of Market Testing under Schedule D6.

e Monitoring the performance of Fujitsu Services' obligations in
connection with this Agreement for the purposes of determining
matters relevant to Fujitsu Services' appointment as Preferred
Systems Integrator and disclosing the results of such monitoring to
Fujitsu Services in accordance with Schedule A1.

e Gain Share and Strive monitoring, including agreement of baselines.
SIP-Related Responsibilities

« Strategic direction and use of SIP resource — (a) agreeing the quantity
and type of SIP resource to be provided by Fujitsu Services and (b)
approving the programmes and initiatives to which the SIP resource
or any Fujitsu Services SIP Team Members shall be applied in order
to best achieve the Joint Objectives set out in Recitals E(d) to (g)
(inclusive).

e Agreeing the sharing of any benefits accruing from a cost saving
initiative or future development work in accordance with the principles
of Schedule D3 relating to the SIP and overseeing the management,
operation and delivery of the SIP under Schedule B1.2.

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Executive Relationship

Reviewing and managing opportunities for the Preferred Systems
Integrator and the SIP; maintaining a list of such opportunities in a
Working Document.

Post Office benefits realisation monitoring.

Assisting with the aim of achieving the Joint Objective set out in recital
E(g), including co-ordinating visits from time to time by agreed
members of Post Office staff to any Fujitsu Services laboratories so
as to have access to Fujitsu Services research and technical
expertise.

Service Management Relationship

Post Office Head of Operations Control (Subject Lead) and/or Post Office Service

Members Integrator

Fujitsu Services I Customer Service Director (Subject Lead)

Members

Responsibilities e Ensuring continuous improvement in the service management
environment through pro-active management.

e Reviewing Operational Services performance, including against
agreed Service Levels and agreeing remedies payable (if any) in
accordance with the relevant terms of this Agreement.

e Reviewing network performance.

e Reviewing operational reliability of Infrastructure and
considering/recommending remedial courses of action (e.g. full or
partial technological refresh or Service Level relief).

e Resolving operational issues including, but not limited to, those
arising from non-conformance to agreed Service Levels.

« Reviewing future change plans to ensure the live environment is
prepared for Operational Services.

« Capacity management in relation to Service Management Services.

« Monitoring Operational Business Change processes.

Frequency Monthly
Other general There will be a monthly service review meeting for which Fujitsu Services
information shall prepare reports in the formats agreed from time to time.

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Commercial Relationship

Post Office Purchasing Manager (Subject Lead, in relation to procurement, ordering and
Members approval of changes to the contract clauses and schedules)

Contract Manager (Subject Lead, in relation to commercial, business,
governance and other issues)

and Post Office Service Integrator (at Post Office’s discretion)

Members

Fujitsu Services I Director, Commercial (Subject Lead)

Responsibilities .

Management and administration of the Agreement.

Agreeing amendments to the Agreement subject to the Change
Control Procedure.

Overseeing the ordering, invoicing and payment process in Schedule
D2.

Overseeing the carrying out of Work Orders.

Reviewing changes to the CCD entitled "Standard Terms and
Conditions for Work Orders" (BP/STD/003).

Agreeing Commercial Terms in relation to Work Orders.

Reviewing performance of and, where necessary, improvements to
the Change Control Procedure.

Management reviews of Open Book, Gain Share and Market Testing.

First level escalation for Disputes about the interpretation of this
Agreement, about invoice amounts or terms, and about other matters
referred to the Commercial Relationship.

Monitoring, reviewing and reporting of events and progress and issue
resolution in respect of Market Testing under Schedule D6.

Frequency Monthly

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Programme/Release Relationship

Each of the following boards shall be established for each relevant programme or Release
(including Project HNG-X save in relation to the HNG-X Acceptance Board and the HNG-X
Acceptance Dispute Board which shall be constituted as described in Schedule B6.3.)

Programme /Release Board(s)

Post Office Business Partner relevant to the subject matter of the programme or
Members Release (Subject Lead),

Programme and/or Release manager,

Design Authority (if appointed), and

Business change manager (if appointed), and/or
Post Office Service Integrator; and

Commercial manager (as required)

Fujitsu Services I Fujitsu Services' SI Director (Subject Lead)

Members Programme and/or Release manager
Others, as appropriate for the programme or Release.
Responsibilities « Delivery of programmes and Releases to time and budget.
«Managing and resourcing Work Packages which relate to major
development programmes.
e Managing contingency budgets approved in Work Orders including,
where appropriate, delegating authority to appropriate managers.
e Directing the holding of meetings of the ‘Joint Release Authorisation
Board’.
e Project management and governance in accordance with this
Agreement or, to the extent not in conflict or inconsistent with this
Agreement, PRINCE 2 standard practice. For example:
. review and resolution of operational issues arising in design,
development and testing; and
* review progress and performance against plan
Notwithstanding the Parties’ use of PRINCE 2, or any other design or project
management methodology, the provisions of this Agreement shall not be
varied by such use unless the Parties agree otherwise in accordance with
the Change Control Procedure.
Frequency As determined by the Subject Leads.

Other general I* There will be one ‘Programme/Release Board’ for each major

information programme/ Release.

e The Subject Leads will discuss current and future demand for such
boards.

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Acceptance Boards (for each Release)

Post Office
Members

Mandatory attendees:

Head of Change and IS (or designate) - Chair,

HNG-X Programme Manager (or designate),

Requirements & Acceptance Manager,

HNG-X Acceptance Manager,

HNG-X Design Authority, and/or

Post Office Service Integrator

Optional attendees:

Testing Manager in each case for the relevant Acceptance activity,

Post Office Commercial Manager

Fujitsu Services
Members

Mandatory attendees:

SI Director (or designate)
Commercial Director (or designate)
HNG-X Programme Director
HNG-X Acceptance Manager
HNG-X Solution Architect

Optional attendees:
Testing Manager

in each case for the relevant Acceptance activity.

Responsibilities

«To agree the Acceptance status of the relevant Release and
provide a recommendation to the ‘Joint Release Authorisation
Board’.

Frequency

As required to monitor progress towards each Acceptance Gateway.

Acceptance Dispute Board

Post Office
Members

Mandatory attendees:

Head of Change and IS (Chair)
HNG-X Programme Manager
HNG-X Acceptance Manager
HNG-X Design Authority; and/or

Post Office Service Integrator; and

Post Office Commercial Manager

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Optional attendees:

Testing Manager in each case for the relevant Acceptance activity.

Fujitsu Services
Members

Mandatory attendees:

SI Director

Commercial Director

HNG-X Programme Director
HNG-X Acceptance Manager
HNG-X Solution Architect

Optional attendees:
Testing Manager

in each case for the relevant Acceptance activity.

Responsibilities

e Consider and resolve Acceptance disputes arising under Schedule B6.3.

« Consider and resolve Acceptance disputes arising under Schedule B1.1.

Frequency

As and when required to resolve issues arising during the Acceptance
activity.

Joint Release Authorisation Board

Post Office
Members

Head of Operations Control (or nominated representative) (Subject Lead)
Delivery Integration and Assurance manager, and/or

Post Office Service Integrator

Fujitsu Services
Members

Fujitsu Services’ SI Director (Subject Lead)

Customer Service Director and the appropriate Customer Service
Introduction Manager.

Responsibilities

Agree the criteria and processes by which Releases will be authorised for
release into field trial or live operation and carry out readiness reviews of
stakeholders accordingly.

Frequency

As and when directed by the 'Programme/Release Board’.

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Demand Planning Board

Post Office
Members

Head of Change and IS (Subject Lead)

+ other representatives as agreed from time to time, and/or

Post Office Service Integrator

Optional attendee:

Head of Contract Management

Fujitsu Services
Members

Development Director (Subject Lead)

Commercial Director

+ other representatives as agreed from time to time

Responsibilities

Communication of service development plans — Post Office and Fujitsu
Services

Agree high level planning assumptions for future developments of
services

Joint planning to manage the allocation of pre-paid or pre-committed
resources and any progressive commitment to incremental resource
above that level including:

« Agreement of the Inner Core Team and Outer Core Team,
or the Core Team (as applicable), (including any
subsequent replacements required)

e Agreement of the Standing Team, (including any
subsequent replacements required)

In accordance with Annex 3 to Schedule A2 initiate, monitor and ensure
progress on development of service definitions and terms and conditions
for additions to the contracted services

Recommend additions to contracted services, including introduction of
the Inner Core Team and Outer Core Team, or the Core Team (as
applicable)and Standing Team, (that will then be formally introduced by
CCN)

Oversight of agreeing Work Packages

Frequency

Monthly

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11

1.2

1.3

24

2.2

3.1

Annex 2 to Schedule A2

Dispute Resolution Procedures

INTRODUCTION
The Parties shall use the Dispute Resolution Procedure to resolve any Dispute.

There may, subject to the other provisions of this Annex 2 to Schedule A2, be up to five
stages (each a "Stage") to the DRP as follows:

1.2.1. the Subject Lead Review to be carried out in accordance with paragraph 2;
1.2.2 the Executive Review to be carried out in accordance with paragraph 3;

1.2.3. the Board Review (including facilitation by an expert) to be carried out in
accordance with paragraph 4;

1.2.4 provided that the Parties agree to such procedure, mediation (to be carried out in
accordance with paragraph 6) or expert determination (to be carried out in
accordance with paragraph 7); and

1.2.5 where any mediation does not resolve the Dispute or the Parties do not agree to
the use of mediation or expert determination, or as otherwise provided for in this
Agreement, resolution through the courts of England.

The Parties may relax the timescales referred to in the DRP by mutual agreement (such
agreement not to be unreasonably withheld or delayed).

SUBJECT LEAD REVIEW

Subject to paragraph 2.2, as soon as either Party becomes aware of a disputed matter it
shall refer the Dispute to the Subject Leads best qualified to deal with the Dispute (taking
into account the nature of the Dispute and the responsibilities of each Subject Lead) for
resolution within five Working Days of the date of referral (the “Subject Lead Review’). If
the Dispute relates to the interpretation of this Agreement or to the amount or terms of
invoices, then the Dispute shall be referred to the Commercial Relationship for resolution.

As soon as either Party becomes aware of a disputed matter in relation to the SIP it
shall refer the Dispute to Executive Review described in paragraph 3.

EXECUTIVE REVIEW

In the event that the Subject Leads of the Relationship to which the Dispute is referred
under paragraph 2 fail to resolve that Dispute, the Dispute shall be referred to the
Systems Integration Partnership and Executive Relationship for resolution in accordance
with this paragraph 3 (the "Executive Review"). Each Party shall, no later than five
Working Days after such failure (or as soon as reasonably practicable if the Dispute is in
relation to the SIP), provide the other with a Statement of Dispute. If the Parties agree to

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3.2

3.3

3.4

do so, such statements may be provided sequentially by one Party responding to the
Statement of Dispute of the other.

The Subject Leads of the Systems Integration Partnership and Executive Relationship or
other individuals nominated by each Party suitably empowered to deal with executive
matters (the “Nominated Executives”) will be responsible for collating all relevant
information relating to the Dispute and for progressing the Dispute through the DRP until
it is resolved or determined.

The Executive Review shall take place within ten Working Days of the referral with the
object of resolving the Dispute by way of good faith negotiation.

The Parties may agree, before the Executive Review referred to in paragraph 3.3 takes
place, or if that review fails to resolve the Dispute referred to it, to appoint an expert
facilitator (the “Facilitator”) to assist with resolution of the Dispute on the following basis:

3.4.1. The Facilitator will be appointed as soon as reasonably practicable;
3.4.2 The Facilitator shall be an individual who:

3.4.2.1 holds qualifications in respect of the subject matter underlying the
Dispute; and

3.4.2.2 is approved by both Parties (such approval not to be
unreasonably withheld or delayed).

3.4.3 In the event that the Parties fail to agree upon an individual as the Facilitator, the
Facilitator shall be appointed at the request of Post Office or Fujitsu Services
(whichever is the earlier) by the President for the time being of the Institution of
Engineering and Technology so long as such appointee shall meet the criterion
in paragraph 3.4.2.1.

3.4.4 The Facilitator shall act as a facilitator and not as an expert or arbitrator and his
fees shall be borne by the Parties in equal shares.

3.4.5 Within five Working Days of appointment of the Facilitator the Parties shall submit
to the Facilitator:

3.4.5.1 each Party's Statement of Dispute (as amended to reflect matters
discussed so far), such statement also to be disclosed to the
other Party; and

3.4.5.2 a joint agreed statement describing the scope of the initial
guidance required from the Facilitator.

3.4.6 The Dispute shall be referred to the Facilitator to obtain such initial guidance and
the Parties shall request that the Facilitator gives such guidance within 15
Working Days of receipt of the Statement of Dispute from both Parties. The

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44

4.2

43

44

5.1

Facilitator shall not be required to determine the Dispute unless the Parties agree
that he shall be appointed as an Expert in accordance with paragraph 7.

3.4.7 Once the Facilitator has given to the Parties his initial guidance on the Dispute,
the Nominated Executives shall meet within five Working Days of the initial
guidance being given and attempt to resolve the Dispute with the advice and
guidance of the Facilitator within ten Working Days of the meeting.

BOARD REVIEW

If the Dispute is not resolved by the Executive Review, the Parties may, if both Parties
agree, refer the Dispute for review by (i) either or both of the Operations Director of the
Post Office and/or the Procurement Director of the Royal Mail Group ple and (ii) the
Commercial Division Director, Fujitsu Services (the “Board Review”).

The Board Review shall take place within five Working Days of the referral with the object
of resolving the Dispute by way of good faith negotiation.

If the Dispute is not resolved within ten Working Days of the Board Review, the Parties
may, if both Parties agree, refer the Dispute to a Mediator (for resolution in accordance
with paragraph 6) or to an Expert (for determination in accordance with paragraph 7).

If the Parties do not reach agreement whether (a) to refer the Dispute for resolution by
Board Review, within 15 Working Days of completing the Executive Review, or (b) to refer
the Dispute to a Mediator or an Expert pursuant to paragraph 4.3, either Party may seek
resolution of the Dispute through the courts of England. Notwithstanding the requirement
in paragraph 4.2, if the Board Review has not taken place within 20 Working Days of
referral, either Party may seek resolution of the Dispute through the courts of England.

STATEMENT OF DISPUTE

A “Statement of Dispute” means a signed and dated statement of a Subject Lead
containing the following information:

5.1.1 the name, job title, postal address and contact telephone number of the Subject
Lead making the statement on behalf of one Party and that of the Subject Lead
of the other Party to whom the statement is given (each such Subject Lead
being a “Dispute Owner’);

5.1.2 an adequate description of the Dispute, from the perspective of the Party on
whose behalf the statement is made;

5.1.3. any dates by which an output or decision is required for operational reasons; and

5.1.4 any recommendation for the resolution of the Dispute which the Dispute Owner
considers appropriate.

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5.2

6.1

6.2

6.3

7A

7.2

7.3

74

Within five 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 Board Review, the Parties may agree that the Dispute shall be
referred to an expert ("Expert"), appointed by the Parties, for final determination of the
Dispute.

The Expert shall be appointed as soon as reasonably practicable and shall be an
individual who:

7.2.1. holds qualifications in respect of the subject matter underlying the Dispute in
question; and

7.2.2 is approved by both Parties (such approval not to be unreasonably withheld or
delayed).

In the event that the Parties fail to agree upon the Expert to be appointed, the Expert shall
be appointed, at the request of Post Office or Fujitsu Services, by the President for the
time being of the Institution of Engineering and Technology so long as such appointee
shall meet the criterion specified in paragraph 7.2.1.

The Expert appointed under paragraph 7.2 shall act on the following basis:

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7.4.1 the Expert shall act as an expert and not as an arbitrator;

7.4.2 the Expert shall decide the procedure to be followed in the determination of the
Dispute and shall be requested to make his determination in writing within 20
Working Days after his appointment or as soon as practicable thereafter;

7.4.3 the Expert's determination shall (in the absence of manifest error) be final and
binding on the Parties;

7.4.4 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;

7.4.5 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 the Charges and paid by
Post Office in accordance with Schedule D2; and

7.4.6 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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a)

b)

c)

qd)

b)

Annex 3 to Schedule A2

Planning of Pre-Committed Resource

INNER CORE TEAM TO 31ST MARCH 2015

The Parties shall agree an Inner Core Team of resources for the period up to 31st March
2015 under the auspices of the Demand Planning Board. The Inner Core Team for such
period shall consist of those Fujitsu Services personnel who have specialist knowledge
and experience of the infrastructure and/or processes used to support Post Office’s needs
under the Agreement and whose loss would cause a significant increase in cost or time
for the implementation of future change whilst new staff were trained in or re-discovered
that key knowledge.

The Inner Core Team for the period up to 31st March 2015 is initially set at 9 full time
posts covered by 12 people. Post Office shall have the final say on posts, skill sets and
who is included within the Inner Core Team from the list of candidates recommended by
Fujitsu Services but shall not unreasonably refuse candidates and shall provide reasons
where it reasonably refuses. The Demand Planning Board shall record in its minutes
which areas of the business Fujitsu Services feel is not sufficiently covered to enable
mitigation actions to be taken if necessary.

Limited changes: The Inner Core Team shall be fixed (in terms of variety of skill sets and
numbers of posts and persons) from the date of signature of CCN1271c and such
elements may not be varied prior to 31st March 2015 other than under the process set
out in paragraph 3 below in relation to skill sets only.

The additional provisions regarding the Inner Core Team set out in paragraphs 11 and 12
below shall apply with effect from 1st April 2015 except that paragraph 11 will not apply
in the event that the Inner Core Team is terminated by Post Office pursuant to paragraph
12 below.

OUTER CORE TEAM TO 31st MARCH 2015

The Parties shall agree an Outer Core Team of resources for the period up to 31st
March 2015 under the auspices of the Demand Planning Board. The Outer Core Team
shall consist of those Fujitsu Services personnel who have specialist knowledge and
experience of the infrastructure and/or processes used to support Post Office’s needs
under the Agreement and whose loss would cause a significant increase in cost or time
for the implementation of future change whilst new staff were trained in or re-discovered
that key knowledge.

The Outer Core Team for the period up to 31st March 2015 is initially set at 15 full time
posts covered by 18 people. Post Office shall have the final say on posts, skill sets and
who is included within the Outer Core Team from the list of candidates recommended by
Fujitsu Services but shall not unreasonably refuse candidates and shall provide reasons
where it reasonably refuses. The Demand Planning Board shall record in its minutes

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which areas of the business Fujitsu Services feel are not sufficiently covered to enable
mitigation actions to be taken if necessary.

c) Right to cancel Outer Core Team: Post Office shall have the right to cancel the Outer
Core Team effective from the second anniversary of signature of CCN127 1c. Post Office
may exercise such option in writing to the Fujitsu Services Commercial Director up to 21
months from signature of CCN1271c only. If such break option is not activated, the
Outer Core Team shall continue in place as normal until 31st March 2015.

d) Limited Changes: The Outer Core Team shall be fixed (in terms of variety of skill sets
and numbers of posts and persons) from the date of signature of CCN 1271c and such
elements may only be varied:

i) in relation to numbers of persons and posts only, on Post Office giving 9
months’ notice after that date. Post Office shall not reduce the numbers of
persons and/or posts of the Outer Core Team as initially set by more than 20%
during the initial 2 years from signature of CCN1271c. During years 3-5 from
signature of CCN1271c, assuming Post Office has not invoked the break option
at point 2(b) above, Post Office may reduce the numbers of persons and/or
posts of the Outer Core Team by up to 20% in total of the size existing at the
second anniversary of signature of CCN1271c during the remainder of the Term
of the Agreement. Should Post Office not have utilised the full 20% reduction
during the initial 2 years, then the remaining balance is not carried over to the
3rd-5th years.

ii) In relation to skill sets only, under the process set out in point 3) below.
3. VARIATIONS TO SKILL SETS OF THE INNER AND OUTER CORE TEAMS:

a) Where forecast utilisation of a specified skill set within either the Inner Core Team or Outer
Core Team is less than 50% for three or more succeeding months, Post Office may request
at the Demand Planning Forum for that skill set to be exchanged for another skill set where
consistent demand is shown. Post Office may, after the first anniversary of signature of
CCN1271c, change 1 person in the Inner Core Team and 2 people within the Outer Core
team under this provision each year.

b) Where the replacement persons are from the Inner Core Team, the Outer Core Team or the
Standing Team, it is expected that Post Office will normally backfill that post, leaving the total
within each team unchanged. Post Office’s rights in respect of team size reductions under the
other provisions of CCN1271c would be unaffected.

c) Post Office’s entitlement to discounts will be unaffected by exchanges of personnel under this
paragraph.

d) Only in the event that the Post Office has requested the substitution, any re-skilling
requirements for the replacement resource will be chargeable to the Post Office provided that
Fujitsu Services shall take all reasonable endeavours to minimise the need for such re-
skilling.

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a)

Fujitsu Services undertakes to use all reasonable endeavours to ensure that the Inner
Core Team and Outer Core Team personnel are not removed or replaced for the duration
of the Agreement However, in the event that any of the Inner Core Team or Outer Core
Team personnel become unavailable for any reason (including without limitation death,
injury, sickness, career advancement or resignation), Fujitsu Services shall have the right
upon giving 30 days’ notice in writing 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. Fujitsu Services shall submit to Post Office the CV of any
such replacement and shall take any representation from Post Office in response under
due consideration. Post Office shall not be charged for any training required to bring such
staff up to the required standard of knowledge.

CONFIDENTIALITY

Post Office may reproduce, copy and disclose Personnel Information relating to the Inner and
Outer Core Teams:

i) to Post Office's Subject Leads for (i) the Systems Integration Partnership and
Executive Relationship, (ii) the Commercial Relationship and (iii) current members of
the Demand Planning Board;

ji) to its professional advisers provided such reproduction, copying and disclosure is
necessary for the purposes of this Agreement; or

iii) as required by law,
provided that Post Office shall procure that the persons referred to in paragraphs (i)

and (ii) above shall not themselves disclose Personnel Information (except amongst
themselves) without the express written consent of Fujitsu Services.

=

Post Office may discuss Personnel Information with and disclose Personnel Information to
Fujitsu Services Listed Personnel.

STANDING TEAM TO 31st MARCH 2015

The Parties shall agree a Standing Team of resources for the period up to 31st March 2015
under the auspices of the Demand Planning Board. The Standing Team during such period
shall consist of an agreed number of personnel per grade sufficient to meet the Fujitsu
Services forecasted minimum level of resources required, over and above the Inner Core
Team and the Outer Core Team, to match the minimum Fujitsu Services forecasted
workload anticipated within the next rolling 9 month period. This is initially set at 20.9 full
time posts covered by 23 people. Post Office may terminate individual resource from this
team on 3 months’ notice after completion of the first 9 months. Post Office shall have the
final say on what quantity of personnel for each grade is included within the Standing Team
from the recommended list provided by Fujitsu Services. For replacements, Fujitsu Services
shall recommend its suggested candidate plus at least 1 other qualified candidate and Post
Office may request further candidates where, for good reason, neither of the submitted
candidates is acceptable. Fujitsu Services remains the final arbiter on who fills each post,
as long as they meet the required qualifications and experience.”

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7.

8.1

8.2

8.3

8.4

8.5

REPORTING

i) Fujitsu Services shall present to each Demand Planning Board the following reports.
The Demand Planning Board may request other reports as necessary to facilitate
resource management.

(1) Resource requirements for committed and projected business

(2) Allocation of Inner Core Team, Outer Core Team and Standing Team personnel
against the resource requirements at 7(i)(1) above.

(3) Requirements for additional specialist or volume-driven resources

(4) Shortfall in utilisation of any Inner Core Team, Outer Core Team or Standing Team
members. Fujitsu Services shall make available the CV of any personnel having
spare capacity to Post Office to facilitate their re-allocation.

(5) Actuals against Fujitsu Services forecasts in relation to resource requirements,
allocation ad utilisation.

(6) Such information as is required to allow Post Office to allocate costs to individual
changes for re-charge to internal customers.

ESTIMATING

In the event that forecast estimates prove inaccurate in practice, Fujitsu Services shall
identify:

a) any persistent causes of such inaccuracy
b) in extreme cases of inaccuracy, the cause(s) of such inaccuracy

In the case of any persistent causes identified under 8.1(a) above, the Party owning the
area from which the cause originates shall, with the reasonable co-operation of the other
Party where required (which shall be supplied free of charge), generate an action plan for
addressing the cause which shall be presented to the Demand Planning Board for
ratification.

In the case of any extreme cause of inaccuracy identified under 8.1(b) above, the Party
owning the area from which the cause originates shall, with the reasonable co-operation
of the other Party where required (which shall be supplied free of charge), shall generate
an action plan for reducing or eliminating the chance of that cause re-occurring which
shall be presented to the Demand Planning Board for ratification.

The Party owning the area from which the cause originates shall fund any action required
under the action plan.

The Demand Planning Board shall agree any further measures it deems necessary to
rectify continuing inaccuracy in estimates.

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9.

10.

SPARE CAPACITY

i) In the event that a member of the Inner Core Team, Outer Core Team or the Standing
Team is unallocated to a particular task for any period, Fujitsu Services shall notify
Post Office as soon as possible, in any event at the next succeeding Demand
Planning Board. Fujitsu Services shall use all reasonable endeavours to locate work
either on or off the programme to utilise this spare capacity and report its findings to
Post Office. Where staff are used other than to support Post Office programmes or
services, charges shall be reduced accordingly and Post Office shall not pay anything
for any time any persons are working on non-Post Office matters or are unavailable
for reasons of sickness, corporate training, leave etc. Where staff are available but
are unable to be utilised or re-deployed, charges shall fall to Post Office.

ii) In the event that Fujitsu Services is unable to locate sufficient work to fill such spare
capacity, Post Office shall have the option to identify work for the individual, either on
contract work, within the SIP or on work currently outside the Agreement. In the latter
case, such work would be brought within the contract scope to ensure that a
contractual framework was provided for the services performed.

OFFSHORING

In the event that the Parties agree that it is possible to Offshore either a Standing or an Inner
Core Team or Outer Core Team role, Fujitsu Services shall:

i) provide to Post Office a revised potential cost for that role to include the re-training
etc required. Fujitsu Services shall also provide all reasonable information in relation
to any potential risks from the Offshoring to allow Post Office to make an informed
decision on whether Offshoring is advisable in the particular case. Where the costs
of such investigation exceeds 2 man-days, such investigation shall be chargeable to
Post Office at the appropriate rate provided that the nature of this investigation
(including as to its scope and duration) have been agreed in writing by the Post Office
prior to the commencement of such investigation ; or

ii) consider the proposal under the Gain Share principles.

The choice between (i) or (ii) above shall be entirely at Post Office’s discretion.

11.

11.1

INNER CORE TEAM FROM ‘st APRIL 2015

During the period from 1% April 2015, unless terminated in accordance with paragraph 12
below or increased or decreased in accordance with paragraph 11.3 below, the Inner
Core Team shall be set at 16 full time posts covered by 25 people. Post Office shall have
the final say on posts, skill sets and who is included within the Inner Core Team from the
list of candidates recommended by Fujitsu Services but shall not unreasonably refuse
candidates and shall provide reasons where it reasonably refuses. In selection of the
Inner Core Team Post Office shall take into account that during the period when
Transitional Support Services are provided and Post Office is in transition to the Towers
Model a different mix of skills may be required to retain the knowledge required to deliver
the Services while protecting the reputations of Post Office and Fujitsu Services. The

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11.4

12.

12.4

13.

14.1

14.2

Demand Planning Board shall record in its minutes which areas of the business Fujitsu
Services feel is not sufficiently covered to enable mitigation actions to be taken if
necessary.

The Charges for the Inner Core Team shall be calculated on a discounted basis in
accordance with Schedule D1. This discount shall be applied monthly as a credit to the
operating charge.

Post Office may increase or decrease the size of the Inner Core Team before or after 1**
April 2015 by giving three (3) months’ notice to Fujitsu Services.

Removal of members of the Inner Core Team in accordance with paragraph 11.3 above
will impact the discounting as per paragraph 10.4B of Schedule D1.

TERMINATION OF THE INNER CORE TEAM

Post Office may terminate the requirement for the Inner Core Team with effect from 1%
April 2015, without payment of any charge to Fujitsu Services, upon providing written
Notice to this effect to Fujitsu Services on or before 30" September 2014. In the event of
any such termination, the provisions of paragraph 11 above shall not apply.

OUTER CORE TEAM AND STANDING TEAM FROM 1* APRIL 2015

During the period from 1* April 2015, the Outer Core Team shall be initially set as a
commitment to spend £150,000 per month on Development Resources.

The full time posts supplied in the Outer Core team can be changed but require a three
month notice period and Post Office must confirm its requirement for resources 3 months
in advance.

The discount structure for the Outer Core team is included in 10.4B of Schedule D1. This
discount shall be applied monthly as a credit to the operating charge.

There will be no Standing Team during the period from 1* April 2015.

CORE TEAM MODEL FROM 1* APRIL 2016

The approaches set out in paragraphs 11 and 13 shall expire at the end of31S March
2016.

From 1% April 2016 for the remainder of the term, Post Office commits to funding the
“Core Team” which shall comprise 16 on-shore full time equivalent posts covered by up to
25 people. Post Office shall have the final say on posts, skill sets and who is included
within this team, from time to time, provided such persons and posts are chosen from the
list of candidates recommended by Fujitsu Services. Post Office shall not unreasonably
refuse candidates and shall provide reasons where it reasonably refuses. In the event
Post Office wishes to vary the posts, skill sets and who is included in the Core Team it

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shall do so by giving three (3) months’ notice to Fujitsu Services, unless, in respect of
who is included in the Core Team, a member of the Core Team is guilty of misconduct, is
underperforming or otherwise exhibits unacceptable behaviour, in which case, Post Office
may require the immediate removal by Fujitsu Services of that member from the Core
Team. Where a member is removed from the Core Team as described above, Fujitsu
Services shall promptly replace them with a person satisfactory to Post Office (acting
reasonably).

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Version History

SCHEDULE A3

CHANGE CONTROL

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Version No. Date Comments

1.0 31/08/06 Agreed version as at date of
signature of CCN 1200

2.0 24/01/07 Baseline copy of 1.5

3.0 09/07/07 Baseline copy of 2.1a

3.1 03/01/08 Applying CCN’s1220a,1227c

4.0 15/04/08 Baseline copy of 3.1

6.0 15/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu

6.1 23/07/09 Applying changes as per CCN
1264

7.0 10/05/10 Moving all schedules to v7.0 as.
agreed with Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in
accordance with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in
accordance with CCN1349

10.0 10/09/15 Moving all Schedules to v10.0
in accordance with CCN1506

11.0 31/03/16 Applying changes as per
CCN1511 and moving all
Schedules to V11.0 in
accordance with CCN1604

12.0 03/07/17 Applying changes as per
CCN1608a and moving all
Schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1628c,
CCN1635c, CCN1645 and
moving all Schedules to v13.0

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SCHEDULE A3
CHANGE CONTROL
1. INTRODUCTION
11 Amendments and changes to:

1.3

24

2.2

2.3

24

25

1.1.1. the Clauses, Schedules and Annexes to this Agreement and to the Contract
Controlled Documents and Contract Referenced Documents listed in its
Schedules shall only be made; and

1.1.2 documents forming part of or related to Work Orders, where the amendment or
change satisfies the criteria specified in paragraph 5.3 of Schedule A2, may be
made,

in accordance with the Change Control Procedure.

Within the context of the following sections of this Schedule the term "change" includes
both amendments and changes.

Notwithstanding the above, the parties agree that certain changes that relate to the KS
cloud platform will only need to follow the Change Control Procedure where the
circumstances set out within paragraph 2.3 of Schedule 14 are met.

PRINCIPLES

Where Post Office or Fujitsu Services identifies the need for a change, then Post Office
may at any time request a change or Fujitsu Services may at any time recommend a
change. Such a request or recommendation shall only be made and shall only be valid if
authorised (in each case) in accordance with the procedures set out in paragraph 3 of
this Schedule.

Neither Post Office nor Fujitsu Services shall unreasonably withhold or delay their
agreement to any change or proposal in relation thereto.

Until such time as a change has been fully authorised in accordance with the procedures
set out in paragraph 3 of this Schedule, Post Office and Fujitsu Services shall continue
as if the change had not been made.

Any discussions which may take place between Post Office and Fujitsu Services on a
change before its authorisation shall be without prejudice to the rights of either Party.

Any purported change provided by Fujitsu Services that has not been otherwise agreed
in accordance with the provisions of paragraph 2.1 above shall be undertaken entirely at
the expense and liability of Fujitsu Services. If so required by Post Office, Fujitsu Services
shall at its own expense promptly take all steps necessary to reverse and remove the
effects of such purported change.

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3. CHANGE CONTROL PROCEDURE

3.1 Standard Change Procedures

3.1.1

3.1.4

Discussions between Post Office and Fujitsu Services in relation to a change to
be effected through the Change Control Procedure shall result in any one of the
following:

3.1.1.1 no further action;

3.1.1.2 a request to make a change by Post Office's authorised representative (a
"Change Request" or “CR”);

3.1.1.3 a recommendation to make a change by Fujitsu Services;

3.1.1.4 the use of a Commercial Terms (“CT”) form to enact a Work Order the
contents of which are as detailed in Schedule D2, paragraph 4.2.

Post Office shall send Change Requests to Fujitsu Services Commercial Change
Manager and Fujitsu Services shall respond to such Change Request by
submitting a Commercial Terms (“CT”) and/or Change Control Note (“CCN”) to
the Post Office Change Control Manager.

If Fujitsu Services considers that the preparation of aCT and/or CCN, requested
by Post Office, would necessitate allocation of resources in excess of five man-
days, 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 CT and/or 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 CT and/or CCN.

A recommendation to make a change by Fujitsu Services shall be submitted to
the Post Office Change Control Manager in the form of aCT and/or CCN.

For each CT and/or CCN submitted, Post Office shall evaluate the CT and/or
CCN and, as appropriate, during the period of validity:

3.1.5.1 request further information;

3.1.5.2 authorise the change set out in the CT and /or CCN in accordance with
paragraph 3.1.8 below;

3.1.5.3 suggest modifications to the CT and/or CCN (including, without limitation,
corrections of minor errors to avoid unnecessary rejection); or

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3.1.5.4 notify Fujitsu Services of its rejection (together with an explanation of the
rejection) of the CT and/or CCN.

The period within which Fujitsu Services shall respond to a CR, and the period of
validity of each CT and/or CCN from the date it is submitted to Post Office shall
be:

3.1.6.1 one week in the case of CRs and CCNs whose sole effect is to change
or introduce CCDs or CRDs previously reviewed by the Parties (through
such document review processes as the Parties may agree from time to
time);

3.1.6.2 one week in the case of CRs, CT's and CCNs (or any changes thereto)
whose purpose is to effect a change to the description of a Work Package
or Work Package Element, in approved form where such Work Package
or Work Package Element is the subject of or incorporated in a Work
Order, but only where such change would fall within paragraph 5.12 of
Schedule D2; and

3.1.6.3 three weeks or such other period as the Parties may agree for a particular
CT, CR or CCN.

In connection with CTs and CCNs submitted electronically, Fujitsu Services shall
on the date of submission send to the Post Office Change Control Manager a
copy of that CT or CCN front sheet signed on behalf of Fujitsu Services by one
of the following: Group Commercial and Legal Director; Commercial Director;
Director of Delivery — Private Sector, Senior Commercial Manager or their
nominated representatives in their absence.

Achange shall only be authorised if the relevant CT and/or CCN has been signed
by:

3.1.8.1 one of the Group Commercial and Legal Director, Commercial Director,
Director of Delivery — Private Sector, Senior Commercial Manager or their
nominated representative in their absence, on behalf of Fujitsu Services,
such representatives to be notified to Post Office in advance; and

3.1.8.2 For CCNs, one signature from an Authorised Signatory detailed in
either of the tables in Table A. For CTs one signature from an Authorised
Signatory from Vendor Management detailed in Table B below and one
signature from an Authorised Signatory detailed in either of the tables in
Table A, unless the Table A signatory box is marked as “N/A” by the
Vendor Management signatory and or (in all cases) their nominated
representative (such representative to be notified to Fujitsu Services in
advance), on behalf of Post Office.

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Job Title Current Incumbent
CEO Paula Vennells
CFO Alisdair Cameron

Supply Chain Director

Mark Ellis

CE Financial Services and Telecoms

Owen Woodley

Director, Employee Relations and Engagement

Thomas Moran

Communications, Brand and Corporate Affairs Director

Mark Davies

General Counsel and Company Secretary

Jane MacLeod

Deputy Company Secretary

Veronica Branton

CE Retail

Debbie K Smith

Group HR Director

Martin Kirke

Legal Director

Ben Foat

IT Contracts

Job Title Current Incumbent
Group CIO Rob Houghton

IT Business Performance Director Catherine Hamilton
Retail CIO Andy Garner

Back Office CIO Ben Cooke

TT Security and Operations Director Mick Mitchell

IT Finance Director Alistair Roman
Financial Services CIO Jeff Smyth

Authorised Signatory List — Vendor Management - Table B

Job Title

Current Incumbent

Contract Manager, IT

Dionne Harvey

3.2 Emergency Change Approval Procedures

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3.2.1 Emergency situations resulting in Post Office requesting, or Fujitsu Services
recommending, a change to be agreed urgently, shall be dealt with on a case by
case basis by one of the Group Commercial and Legal Director, Commercial
Director, Director of Delivery — Private Sector, Senior Commercial Director on
behalf of Fujitsu Services and one of the Authorised Signatory detailed in the
table in 3.1.8.2 on behalf of Post Office who shall jointly decide in writing whether

or not to authorise such change in accordance with this paragraph 3.2.

3.2.2 Where a change is authorised pursuant to paragraph 3.2.1 above:

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3.2.3

3.2.2.1 the CCN relating thereto need not comply with paragraphs 3.1.1 to 3.1.8
above (inclusive);

3.2.2.2 In the case of a CCN, such change shall, before it may be authorised, be
set out in a CCN in the form, and containing the information indicated in
the CCD entitled “Change Control Note” (PGM/CHM/TEM/0002) save
that rather than setting out:

(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

(c) proposed revised wording to this Agreement, direct (as distinct
from consequential) revised wording to this Agreement shall be
sufficient.

3.2.2.3 In the case of a CT such change shall, before it may be authorised, be
set out in the form, and containing the information indicated in the CCD
entitled “Commercial Terms form” (PGM/CHM/TEM/0002).

The short form CCN referred to in paragraph 3.2.2 above shall, once authorised
in accordance with this paragraph 3.2, be sent to the Post Office Contracts
Manager as soon as reasonably practicable.

3.3 Content of Change Control Note

Subject to paragraph 3.2 above, each CCN shall be in the form, and contain the
information indicated in the CCD entitled “Change Control Note” (PGM/CHM/TEM/0002).

3.4 Content of Commercial Terms

Each CT shall be in the form, and contain the information indicated in the CCD entitled
“Commercial Terms form” PGM/CHM/TEM/0005

3.5 Record Keeping

3.5.1

Fujitsu Services shall retain a record of all CTs and CCNs raised. Such record
shall show if they were approved, progressed and/or formally closed.

Fujitsu Services shall make the CT and CCN record available on demand to Post
Office.

Fujitsu Services’ CCN record shall include without limitation the following
information:

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3.5.3.1 the CCN number;

3.5.3.2 date CCN raised;

3.5.3.3 CCN sponsor (i.e. Post Office or Fujitsu Services); and

3.5.3.4 changes made pursuant to the CCN.

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3.5.4 The Fujitsu Services CT record shall include without limitation the following

information:

3.5.4.1 the CT number;

3.5.4.2 the date the CT was raised;

3.5.4.3 the CT sponsor (i.e. Post Office and/or Fujitsu Services)

3.5.4.4 details of the deliverables to be provided under the CT and associated

acceptance (identified in Schedule B6.3 Annex C)

3.5.4.5 the gross price for the work detailed in the CT; and

3.5.4.6 the Purchase Order Number (provided by Post Office as part of approval)
that covers the work detailed in the CT

4. 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.

5. ASSOCIATED DOCUMENTS

5.1 The following CCDs are associated with this Schedule A3:

Document Document Title
Reference

1 PGM/CHM/TEM/0002 I Change Control Note

2 PGM/CHM/TEM/0005 I Commercial Terms form

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COMICUS/SPE/0001 I Post Office Contract Controlled and Contract

Referenced Document List

5.2 The following CRDs are associated with this Schedule A3:

Document
Reference

Document Title

NO CRDs APPLICABLE

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SCHEDULE A4

LEGISLATION, POLICIES AND STANDARDS

Version No Date Comments

1.0 31/08/06 Agreed version as at date of signature of
CCN 1200

2.0 24/01/07 Baseline copy of 1.3

3.0 16/10/07 Baseline copy of 2.1

4.0 23/02/09 Baseline copy of 3.3

6.0 15/06/09 Moving all schedules to V6.0 as agreed
with Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed
with Fujitsu.

8.0 21/02/12 Applying changes in CCN 1305a,
CCN1285, CCN1309a and CCN1294d

9.0 13/01/14 Applying changes as per CCN1349,
CCN1322b and CCN1345

10.0 10/09/15 CCD Reference update, applying changes
as per CCN1417 and as subsequently
amended in this CCN1506 and moving all
Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN 1423c and
updating all Schedules to Version 11 as per
CCN1604

12.0 03/07/17 Updating all Schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1617a and moving all
Schedules to v13.0

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SCHEDULE A4
LEGISLATION, POLICIES AND STANDARDS
1. INTRODUCTION

14 The policies and standards defined in this Schedule shall apply to all relevant aspects of the Services,
HNG-X Development and Associated Change Development unless amended in accordance with
Schedule A3.

1.2 Fujitsu Services shall not knowingly undertake any activity which would prevent Post Office from, or
hinder it in, complying with these policies and standards, without the prior written consent of Post
Office.

1.3 In this Schedule A4, unless the context otherwise requires, any reference to a paragraph is to the
relevant paragraph of this Schedule.

2. LEGISLATION
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, HNG-X Development and Associated Change Development
and all Equipment shall comply to the extent required by law with all relevant legislation,
including all relevant Governmental Regulations and, from the due date of UK implementation,
EU Directives and EU Regulations. Fujitsu Services shall ensure that Services, HNG-X
Development, Associated Change Development and Equipment are maintained in compliance
with any subsequent legislation throughout the term of this Agreement and shall perform any
modifications necessary to ensure such continued compliance subject to Clause 12.1 of this
Agreement. Fujitsu Services shall give advance written notice to Post Office of any such
maintenance and/or modification work required under this paragraph. Post Office shall not
withhold its consent under Clause 12.1 if to do so would cause Fujitsu Services to fail to comply
with any such subsequent legislation. Fujitsu Services shall be entitled to recover from Post
Office the Fujitsu Service Cost (charged on an Open Book basis) of maintenance and/or
modifications required to ensure such continued compliance under this paragraph (which
includes, without limitation, continued compliance with relevant or subsequent legislation or
mandatory standards referred to in paragraphs 3.2 and 3.3).

2.1.2 Fujitsu Services shall, on request by Post Office, establish to Post Office’s satisfaction the
compliance of Services, HNG-X Development, Associated Change Development or
Equipment with legislation or specified policies and standards. In the event that Fujitsu
Services and Post Office fail to agree that compliance has been demonstrated satisfactorily,
the matter shall be treated in accordance with Clause 70.

2.1.3 Fujitsu Services shall ensure that, where the installation of Equipment or the provision of
Services, HNG-X Development or Associated Change Development involves the alteration or
extension of existing building services, such work complies with the standards set out in British
Standards and Approved Codes of Practice which are deemed therein to satisfy the relevant
regulations, including without limitation the Electricity at Work Regulations 1989 and Electricity

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at Work Regulations (NI) 1991 (S.R. 1991 No. 13) and BS 7671:1992, Requirements for
Electrical Installation.

2.1.4 Until 318' March 2015, Fujitsu Services shall give due attention to the effects on the
environment of the Equipment installed in Branches during manufacture, installation and use.

This includes:

(a) use of CFCs;

(b) energy consumption;

(c) recyclability of components;

(d) recyclability of Consumables;

(e) waste minimisation;

(f) use of sustainable resources;

(g) disposal of displaced equipment and waste; and
(h) making appropriate use of recycled materials.

2.1.5 Fujitsu Services shall, and shall procure that its Sub-contractors, when engaged in connection
with this Agreement, shall, adhere to environmental legislation applicable to its and their
respective activities, such as the Environmental Protection Act 1990 and insofar as it relates
to Northern Ireland any corresponding Northern Ireland legislation, and to the publication
“Waste Management: The Duty of Care - A Code of Practice”.

2.1.6 Notwithstanding anything to the contrary in paragraph 2.1.1, if Post Office requires that PIN
Pads comply with any new requirements with which they were not already required to comply
under this Agreement as at the date of signature of CCN 1200 in order to comply with the
provisions of “The Payment Card Industry PIN Entry Device Security Requirement (PCI PED)”
(or any similar, amended or replacement requirements from time to time issued by the payment
card industry), then the modifications to the PIN Pads and the work required by Fujitsu
Services to introduce and install them in Branches shall be agreed under the Work Ordering
Procedure and/or the Change Control Procedure, as appropriate.

2.2 Health and Safety

2.2.1 Fujitsu Services shall ensure until the expiry of the Engineering Service on 318' March 2015,
that any Equipment installed at the Post Office Premises does not prevent Post Office and its
Agents from meeting their legal health and safety responsibilities as employers, including
without limitation those defined in:

(a) the Provision and Use of Work Equipment Regulations 1998 and the Provision
and Use of Work Equipment Regulations (NI) 1999; and

(b) the Workplace (Health, Safety and Welfare) Regulations 1992 and Workplace
(Health, Safety, and Welfare) Regulations (NI) 1993 (S.R. 1993 No. 37).
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For the avoidance of doubt, responsibility in relation to any scheduled one-off PAT visits
resides with Post Office from September 15" 2014.

2.2.2 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.

2.2.3. Any new Branch Hardware supplied by Fujitsu Services will be provided with the appropriate
CE Mark documentation where applicable. Such documentation shall be provided prior to
purchase for standard off-the-shelf Branch Hardware otherwise it shall be provided after
purchase of the Branch Hardware.

2.3 Data Protection Act

2.3.1 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.

2.3.2 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.

2.3.3 If Fujitsu Services:
(a) receives notice pursuant to paragraph 2.4.1(d); or

(b) otherwise becomes aware of any new categories of Personal Data that Post
Office intends will be processed by Fujitsu Services in connection with new types of
Transaction developed by Post Office using the AP-ADC Facility or the APOP Facility
or the APOP Business Capability (‘New Personal Data”),

and Fujitsu Services reasonably believes that, in order to comply with its obligations set out in
paragraphs 2.3 to 2.6 (inclusive) regarding the processing of such data, it will incur additional
costs or expenses that it would not incur if that data was not Personal Data, then:

(c) Fujitsu Services shall notify Post Office of the reasons for such additional costs
and expenses; and

(d) 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 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.

2.3.4 Fujitsu Services shall not, unless the Parties agree otherwise, be required to process Sensitive
Personal Data, as that term is defined in the Data Protection Act 1998 and Post Office shall

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ensure, to the extent that Post Office, its employees, contractors or agents, determine or
control the data that is collected for processing, that such data does not include any Sensitive
Personal Data.

24 Post Office’s authority and obligations

2.4.1 For the purposes of processing the Personal Data of each Data Controller which appoints Post
Office as a processor of that data, and prior to commencement of such processing, Post Office
shall:

(a) obtain delegated authority from each Data Controller to appoint Fujitsu Services
to process Personal Data of that Data Controller on the terms dealing with such
processing set out in this Agreement;

(b) obtain delegated authority from each Data Controller so that Fujitsu Services is
entitled to appoint any of Fujitsu Services’ sub-contractors listed in Schedule C2 to
process Personal Data of that Data Controller provided that, to the extent such
processing is undertaken by a sub-contractor, the subcontract incorporates terms
which are equivalent in nature and extent to those dealing with such processing set
out in this Agreement and which impose obligations upon that sub-contractor at least
as onerous as those imposed upon Fujitsu Services under this Agreement;

(c) ensure that the obligations, responsibilities and duties of Fujitsu Services in this
Agreement in respect of Personal Data are not wider or more onerous in nature or
extent than those which Post Office accepts under its own contract with each Data
Controller; and

(d) give at least 42 days prior notice to Fujitsu Services of any New Personal Data.
The terms referred to in paragraph 2.4.1(b) do not include terms related to payment.

2.4.2 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.

2.4.3 In respect of any Personal Data of which Post Office is the Data Controller, Fujitsu Services
shall be entitled to appoint any of Fujitsu Services’ sub-contractors listed in Schedule C2 to
process that Personal Data provided that, to the extent such processing is undertaken by a
sub-contractor, the subcontract incorporates terms which are equivalent in nature and extent
to those dealing with such processing set out in this Agreement and which impose obligations
upon that sub-contractor at least as onerous as those imposed upon Fujitsu Services under
this Agreement.

2.4.4 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:

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(a) Post Office shall indemnify Fujitsu Services in respect of all claims, demands,
actions, costs (including legal costs), expenses, losses and damages arising from or
incurred by reason of any processing of Personal Data by Fujitsu Services in the
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

(b) 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.

2.4.5 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.

2.4.6 Fujitsu Services' rights and obligations

(a) Fujitsu Services shall process Personal Data in accordance with the instructions
of each Data Controller which are as set out in the applicable provisions of the CCDs
listed:

(i) in the case of the Horizon Applications, in Schedule B4.2 and the CCDs
referred to in Schedule B4.2; and

(ii) in the case of Business Capabilities and Support Facilities, in Schedule
B3.2 and the CCDs referred to in Schedule B3.2,

that deal with such processing (or as may be agreed under the Change Control

Procedure).
(b) Fujitsu Services shall obtain no rights of any nature in Personal Data.
(c) 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.

(d) 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.

(e) Fujitsu Services shall destroy or dispose of Personal Data in accordance with the
applicable provisions of this Agreement.

2.4.7 Subject Information Requests

(a) Fujitsu Services shall record and then refer all written Subject Information
Requests it receives to Post Office or (if Post Office shall have previously notified
Fujitsu Services of the appropriate Data Controller contact name and address) to the

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appropriate Data Controller within five days of receipt of the request, whether or not
the request was received in error.

(b) Post Office shall notify Fujitsu Services of each Subject Information Request it
requires Fujitsu Services to deal with, providing the statutory time limit applicable in
respect of each such request and sufficient information in each case to enable Fujitsu
Services to locate and retrieve the information requested or to confirm that the
information is not held by Fujitsu Services, as the case may be.

(c) Fujitsu Services shall respond to each Subject Information Request as soon as
reasonably practicable taking into account the statutory time limit notified to Fujitsu
Services for that request and whether that time limit is reasonably achievable given
the amount of time between notification of that request and expiry of the statutory time
limit and the technical limitations of any systems used to source the information
requested.

(d) If and to the extent that the number, type and frequency of Subject Information
Requests is such that Fujitsu Services, having discharged its obligation under
paragraph 2.4.7(c), is not able to respond to Post Office’s requests within the time
limits specified by Post Office, the Parties shall assess the need for changes to the
relevant system architecture and/or investment in hardware, software or other
equipment to enable such requests to be responded to within applicable time limits.
Any such changes and/or investment shall be agreed by the Parties under the Change
Control Procedure and/or Work Ordering Procedure, as applicable.

(e) Post Office shall pay Fujitsu Services’ Charges for assisting with Subject
Information Requests (but not for referring Subject Information Requests to Post Office
or to third party Data Controllers, for which Post Office shall not be charged), such
Charges to be calculated on a time and materials basis using Fujitsu Services rates
set out in paragraph 10.4 (but subject to paragraph 10.6) of Schedule D1.

2.5 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
obligations of Fujitsu Services under this Agreement relating to data processing. Post Office shall give
Fujitsu Services reasonable notice of such access and/or inspection being required by a Data
Controller. Fujitsu Services’ charges for assistance provided to Post Office or a Data Controller for the
purposes of such access or inspection (which shall be paid by Post Office) shall be calculated on the
basis of Fujitsu Services’ rates set out in paragraph 10.4 (but subject to paragraph 10.6) of Schedule
D1.

2.6 Security and disclosure of Personal Data

2.6.1 Fujitsu Services shall at all times:

(a) preserve the integrity of Personal Data; and
(b) maintain security over Personal Data,
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in accordance with the provisions of this Agreement, including (but not limited to) paragraph
4.1.

2.6.2 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.

2.6.3 Fujitsu Services shall not disclose any Personal Data to any person except to such of its
employees, agents, sub-contractors, third parties performing software maintenance or support
and consultants in each case who require that information in order for Fujitsu Services to
perform its obligations under this Agreement. Prior to disclosing Personal Data or any portion
thereof to such employees, agents, sub-contractors, third parties or consultants, Fujitsu
Services shall ensure the relevant employee, agent, sub-contractor, third party or consultant
is subject to a written contract with Fujitsu Services requiring them to comply with Fujitsu
Services’ obligations herein regarding the security and confidentiality of the Personal Data and
to comply with Fujitsu Services’ instructions in processing it. Fujitsu Services shall not
knowingly cause or allow an employee, agent, sub-contractor, third party performing software
maintenance or support or consultant to process Personal Data in a way that Fujitsu Services
would not itself be entitled to process it under this Agreement.

2.6.4 Fujitsu Services may disclose or transfer outside the European Economic Area Personal Data
which are an integral part of diagnostic data or data generated for diagnostic purposes subject
to and in accordance with the provisions of paragraph 2.6.3 and subject to the proviso that

either:

(a) the written contract referred to in paragraph 2.6.3 contains such other provisions
(in addition to those relating to security and confidentiality of the Personal Data) as are
necessary to satisfy the requirements of the eighth data protection principle of the Data
Protection Act 1998; or

(b) those requirements are otherwise satisfied or do not apply.

Fujitsu Services shall notify Post Office in writing whenever Personal Data are disclosed or
transferred outside the European Economic Area in accordance with this paragraph 2.6.4,
such notice to state who such Personal Data have been disclosed or transferred to and the
purpose of such disclosure or transfer and to contain, in general terms, a description of such
Personal Data.

2.6.5 Except as permitted by paragraph 2.6.4, Fujitsu Services shall not transfer Personal Data
outside the European Economic Area.

27 Indemnity

Fujitsu Services shall indemnify Post Office in respect of all claims, demands, actions, costs (including
legal costs), expenses, losses and damages arising from or incurred by reason of any breach by Fujitsu
Services of any of paragraphs 2.4.6(a), 2.4.6(c), 2.4.6(d), 2.4.6(e), 2.4.7, 2.5 and 2.6 provided that
such breach caused a Data Controller to fail to comply with the Data Protection Act 1998 and to the
extent such claims, demands, actions, costs (including legal costs), expenses, losses or damages
arise in connection with that failure.

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28 Fujitsu Services as Data Controller

2.8.1 Without limiting the generality of Clause 33.2 to this Agreement, Fujitsu Services shall if and
when it is acting as a Data Controller rather than a Data Processor of Personal Data:

(a) ensure that having regard to the purpose or purposes for which Personal Data
were obtained and further processed, it has taken reasonable steps to ensure the
accuracy of the Personal Data;

(b) ensure that its notifications to the Information Commissioner are correct and up to
date;

(c) respond in a timely fashion to all Subject Information Requests in relation to
Personal Data; and

(d) respond in a timely fashion to all requests for information or assistance from the
Information Commissioner.

2.9 Freedom of Information Act

2.9.1 Fujitsu Services acknowledges that Post Office is subject to legal duties which may require the
release of information under FOIA and/or EIR and that Post Office may be under an obligation
to provide information on request. Such information may include Confidential Information.

2.9.2 In the event that Post Office receives a valid request for information under FOIA and/or EIR to
disclose Confidential Information (in whatever form), Post Office shall as soon as reasonably
practicable after receiving that request notify Fujitsu Services and the Parties shall consider
whether (i) the FOIA exemption in relation to confidentiality under section 41 FOIA or any other
exemption under FOIA or EIR applies in relation to that request and (ii) there is a duty to
confirm or deny that the Confidential Information in question is held by Post Office.

2.9.3 Post Office shall not, subject to paragraph 2.9.7:

2.9.3.1 if and to the extent the Parties agree that paragraph 2.9.2 (i) applies in respect of any
request, disclose the Confidential Information requested; and

2.9.3.2 if and to the extent the Parties agree that paragraph 2.9.2 (ii) does not apply in respect
of any request, confirm or deny that the Confidential Information in question is held by
Post Office.

2.9.4 In the event the Parties do not agree whether (i) to confirm or deny that the Confidential
Information in question is held by Post Office and/or (ii) the FOIA exemption in relation to
confidentiality under section 41 FOIA or any other exemption under FOIA or EIR applies in
relation to the valid request as soon as reasonably practicable within the time limit applying,
Post Office, in its reasonable opinion and notwithstanding anything in this Agreement to the
contrary, will determine whether (and to what extent) it (i) confirms or denies that the
Confidential Information in question is held by Post Office and/or (ii) discloses the Confidential
Information in relation to the valid request received.

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2.9.5 Post Office shall notify Fujitsu Services of any order, decision, enforcement or practice
recommendation notice issued to it by the Information Commissioner or by any court or tribunal
in relation to the disclosure or non-disclosure of any Confidential Information (“FOIA Order”).

2.9.6 On request from Fujitsu Services, Post Office shall bring to the Information Tribunal or to such
other courts and tribunals (having jurisdiction) as Fujitsu Services may reasonably require,
such actions and appeals against the disclosure of Confidential Information under FOIA as
Fujitsu Services may reasonably require, except where:

2.9.6.1 Post Office reasonably considers that to bring or continue such an action or appeal
would be materially detrimental to its public reputation and this materially outweighs
any damage to Fujitsu Services’ commercial interests which would arise as a result of
such disclosure; or

2.9.6.2 Post Office has received a written opinion from legal counsel experienced in FOIA
related matters (a copy of such opinion to be provided, for information only without
reliance, to Fujitsu Services upon request) that such an action or appeal has no
reasonable prospect of success.

2.9.7 Nothing in this Agreement (including in this paragraph 2.9) shall prevent Post Office from
complying with any valid FOIA Order when required to do so by law provided that:

2.9.7.1 if Post Office is legally permitted to take any action or appeal (as contemplated by
paragraph 2.9.6) in respect of that FOIA Order; and

2.9.7.2 Fujitsu Services reasonably requires Post Office to do so in accordance with paragraph
2.9.6 (and neither paragraph 2.9.6.1 nor 2.9.6.2 applies),

Post Office has taken such action or brought such appeal.

2.9.8 Fujitsu Services shall fully indemnify Post Office against all direct and indirect costs (including,
but not limited to, legal costs) and expenses reasonably incurred by Post Office in complying
with paragraph 2.9.6. Post Office shall use its reasonable endeavours to consult with Fujitsu
Services before incurring any such costs that are in excess of £10,000.

3. EQUIPMENT STANDARDS AND LEGISLATION

341 Fujitsu Services shall ensure that all Equipment is rated for continuous operation, and is capable of
functioning safely and reliably for an unlimited period, attended or unattended, in the installed
environment.

3.2 Each installation of such Equipment shall be physically and electrically safe and in compliance with
relevant legislation and recognised best practice. Such installation shall not cause interference with
other devices. Such Equipment may be required to be installed in residential premises.

3.3 In paragraph 3.2, “relevant legislation and recognised best practice” includes mandatory standards,
including all relevant Governmental Regulations and, from the due date of UK implementation, EU
Directives and EU Regulations. Such Equipment shall be maintained so as to be compliant with any
subsequent legislation or mandatory standards.

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34 Fujitsu Services shall prove compliance with legislation or mandatory standards as and when
necessary.

3.5 Fujitsu Services shall ensure that all information technology, telecommunications or electrical business
Equipment (including but not limited to PIN Pads but not the power supply thereto) complies with BS
EN 60950, and that Equipment comprising AC power adapters (which for the avoidance of doubt
excludes PIN Pads) complies with BS EN 60065.

3.6 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.

37 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.

3.8 Fujitsu Services shall ensure that all electrical Equipment complies with:

3.8.1 the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 and
regulations 5 and 7 of the Electrical Equipment (Safety) Regulations 1994; and

3.8.2 the requirements of BS 7671 in relation to the method of connection to the main supply and
associated equipment earth leakage currents, insofar as it applies to the equipment supplied
by Fujitsu Services at the point of connection.

3.9 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.

3.10 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.

3.11. Fujitsu Services shall ensure that all Equipment that falls within the scope of either:

3.11.1 the Electromagnetic Compatibility (“EMC”) Regulations 1992, which implement Council
Directive 89/336/EEC (as amended by Directive 91/26/EEC, Directive 92/31/EEC and
Directive 93/86/EEC); or

3.11.2 the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000, which
implement Council Directive 1999/5/EC and which replaced the provisions in the regulations
referred to in paragraph 3.11.1 relating to radio and/or telecommunications terminal
equipment,

complies with those Regulations.

3.12 Fujitsu Services shall ensure that Equipment covered by EN45501 complies with clause A4.5 (voltage
variations) and annex B of that standard.

3.13 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
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in no event exceed 60dB(A) when measured at a distance of 1 metre and in accordance with ISO
7779.

3.14 Fujitsu Services shall ensure that all items of Equipment to which BS EN 60529 applies have an Index
of Protection rating of IP3X as defined in BS EN 60529.

3.15 Fujitsu Services shall ensure that Equipment complies with EN 55022 (Emissions) Information
Technology Equipment - Radio Disturbance Characteristics - Limits and Methods of Measurements.

4. POST OFFICE’S POLICIES AND STANDARDS
44 Security Policy

4.1.1 Fujitsu Services shall maintain an organised security infrastructure covering:

(a) the agreement of a security policy;

(b) allocation of security responsibilities;

(c) security education and training;

(d) reporting security Incidents;

(e) physical security control;

(f) virus control;

(g) business continuity;

(h) control of Software;

(i) safeguarding Post Office records;

i) information classification;

(k) compliance with data protection and other legislation;
(I) information exchange control;

(m) Contractor's sub-contractors and suppliers;

(n) compliance with security policy;

(0) the management of fraud and risk during operation of the Services compatible

with Clause 16 of this Agreement;
(p) file integrity monitoring.
4.1.2 Fujitsu Services shall be compliant with IS027001 except for the Salesforce Support Service.

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4.1.3 Security for the Services, HNG-X Development, Associated Change Development and
Equipment shall be managed and organised by Fujitsu Services in accordance with the CCD
entitled RMGA Information Security Policy" (SVM/SEC/POL/0003) as applicable and, when it
comes into effect in accordance with Schedule B3.1, the CCD entitled "Security Management
Service: Service Description" (SVM/SDM/SD/0017).

4.1.4 Security Standards

Fujitsu Services shall adhere to all parts applicable to the Fujitsu domain, as defined in Section
2 Definitions of the CRD entitled “Community Information Security Policy for Horizon”
(SVM/SEC/POL/0005) and co-operate with Post Office to assist Post Office in complying with
this standard and requirement.

4.1.5 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.

4.1.6 Prosecution Support

(a) Subject to paragraph 4.1.6(b), Fujitsu Services shall ensure that all relevant
information produced by the Infrastructure at the request of Post Office shall be
evidentially admissible (and, where relevant, capable of certification) in accordance
with the requirements of the law in relation to criminal proceedings.

(b) Fujitsu Services' obligation in paragraph 4.1.6(a) shall apply to POL FS Data only
to the extent that:

(i) Fujitsu Services is responsible for the platforms on which the POL FS Data
is held and the performance of the POL FS Services; and

(ii) Performance of the obligation in paragraph 4.1.6(a) is achievable, taking
into account that once POL FS Data has been loaded onto the POL FS
System, the use of that data is controlled by Post Office.

(c) At the direction of Post Office, audit trail and other information necessary to
support live investigations and prosecutions shall be retained for the duration of the
investigation and prosecution irrespective of the normal retention period of that
information, provided that such information has not already been destroyed by Fujitsu
Services where such destruction is permitted by this Agreement.

5. CONTRACTOR’S POLICIES AND STANDARDS
5.1 Quality Management System
5.1.1 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.

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5.1.2 The quality management system shall be applied to all aspects of the provision of Services,
HNG-X Development and Associated Change Development hereunder.

5.1.3 The quality management system shall be audited and certified by a BSI accredited auditor,
who is independent of both Fujitsu Services and Post Office:

(a) in any event, at intervals of not longer than twelve months; and
(b) in addition, within 20 Working Days of any such request.
5.1.4 Fujitsu Services shall within one month of each audit:

(a) provide Post Office with copies of all reports produced by the auditor on the
quality management system; and

(b) notify Post Office of and carry out Fujitsu Services’ proposed follow up actions
where required.

5.2 Human-Computer Interface
Horizon

5.2.1 Fujitsu Services shall maintain the CCD entitled “HNGX-UI Style Guide (DES/APP/STD/0001)
(formerly “Horizon Office Platform Service Style Guide” (SD/STD/001)), which relates to the
Horizon Service Infrastructure and the Horizon Applications, until the commencement of the
Roll Out Phase. The Horizon Office Platform Service Style Guide shall remain relevant in its
then current form, in relation to Branches utilising the Horizon Applications, until completion of
the Roll Out Phase (at which point all provisions of the Horizon Office Platform Service Style
Guide shall cease to have effect).

5.2.2 The Horizon Office Platform Service Style Guide shall set out in relation to the Horizon Service
Infrastructure general guidelines for the Human-Computer Interface, including without
limitation details of screen layouts, system navigation routes and help and manual entry
facilities.

5.2.3 Fujitsu Services shall ensure that, in respect of the Horizon Service Infrastructure, the Human-
Computer Interface provides a consistent look and feel across all applications delivered by
Fujitsu Services over that infrastructure, and that the Human-Computer Interface is easily
adapted to facilitate the introduction of new applications. This provision shall not apply in
relation to any Transaction types developed and introduced by the Post Office using the AP-
ADC Facility and, unless the Parties agree otherwise, shall not apply in respect of third party
applications selected by Post Office.

5.2.4 Fujitsu Services shall maintain the CCD entitled "HNG-X Style Guide" (ARC/SOL/ARC/0001),
which relates to the HNG-X Service Infrastructure, the Business Capabilities and Support
Facilities. The provisions of that HNG-X Style Guide shall come into effect upon
commencement of the Roll Out Phase in respect of those Branches in which HNG-X has been
implemented.
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5.2.5 The HNG-X Style Guide shall set out in relation to the HNG-X Service Infrastructure general
guidelines for the Human-Computer Interface, including without limitation details of screen
layouts, system navigation routes and help and manual entry facilities.

5.2.6 Fujitsu Services shall ensure that, in respect of the HNG-X Service Infrastructure the Human-
Computer Interface provides a consistent look and feel across all applications delivered by
Fujitsu Services over that infrastructure, and that the Human-Computer Interface is easily
adapted to facilitate the introduction of new applications. This provision shall not apply in
relation to any Transaction types developed and introduced by the Post Office using the AP-
ADC Facility and, unless the Parties agree otherwise, shall not apply in respect of third party
applications selected by Post Office.

Generally

5.2.7 Fujitsu Services shall use reasonable endeavours to specify a Human-Computer Interface
which is intuitive and easy to use by Counter Clerks and other Users to minimise errors and
delays.

5.2.8 Not Used
6. ADDITIONAL POLICIES AND STANDARDS

6.1 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.

6.2 The key management scheme used between each PIN Pad and the rest of the Infrastructure shall be
the DUKPT scheme as defined by the ANSIX.24-2004 standard.

6.3 The HSM shall be conformant to the standards set out in the versions of FIPS 140-1 level 3 and ISO
9564 1°! Edition 1991 section 6.3.1 as specified in the LINK information security standard issued
January 2001 (subject to such dispensations from that standard as LINK may grant from time to time).

6.4 Fujitsu Services shall operate a secure method for the remote initialisation of PIN encryption keys (if
any) held in PIN Pads.

6.5 Sensitive Data captured in respect of each Branch prior to the HNG-X PCI Date in respect of that
Branch shall remain encrypted whilst it is within the Horizon Service Infrastructure whether in transit
or in storage, save where the TIS or Application Interface Specification for connection to an external
service specifies otherwise.

6.6 Cardholder Data captured in respect of each Branch on or after the HNG-X PCI Date in respect of
that Branch shall be handled as described in the CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001).

6.7 Sensitive Authentication Data captured in respect of each Branch on or after the HNG-X PCI Date in

respect of that Branch shall be handled as described in the CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001).

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68 Sensitive DC Data captured in respect of each Branch prior to the HNG-X PCI Date in respect of that
Branch shall be handled as described in the CCD entitled “Mapping Schedule B3.2 to the HNG-X
Solution” (REQ/GEN/REP/1091) (formerly “Debit Card MoP Functional Description” (EF/SER/001)).

6.9 Sensitive DC Data captured in respect of each Branch on or after the HNG-X PCI Date in respect of
that Branch shall cease to be handled as described in the CCD entitled “Mapping Schedule B3.2 to
the HNG-X Solution” (REQ/GEN/REP/1091) (formerly “Debit Card MoP Functional Description”
(EF/SER/001)).

6.10 Fujitsu Services shall run weekly Anti Virus scans on the PCI defined Windows platforms as detailed
in the Cardholder Environment Specification document and DEV/GEN/SPE/0007. Scheduling of the
activities will be performed on a weekly basis and logs saved for a period of 12 months.

6.11. The PCI Cardholder Environment is detailed in a network diagram as described in the CCD
DES/SEC/ION/2006.

7. SYSTEM AND DATA SECURITY
71 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
all Services, HNG-X Development, Associated Change Development and Equipment shall be
compliant with the requirements of Part 3 of the Regulation of Investigatory Powers Act 2000 (the
“Act”). In the event that any provision of this Agreement imposes an obligation on Fujitsu Services
which is inconsistent with any requirement imposed by the Act, the requirement of the Act shall prevail
over the provisions of this Agreement and those provisions shall cease to apply to the extent of such
inconsistency.

7.1.2 Other Legal and Regulatory Controls

Fujitsu Services shall comply with all banking laws and regulations, including all relevant instructions,
standards and directions of a regulatory authority, which are in force and applicable to Fujitsu Services
on 26 April 2004. Fujitsu Services shall co-operate with Post Office to agree any necessary changes
to ensure compliance with any subsequent changes to such laws, regulations, instructions, standards
and directions and the Banking Code, such changes (and Fujitsu Services’ reasonable charges in
respect of such changes) to be agreed and introduced under the Change Control Procedure.

7.1.3 CAPO

The Parties agree and acknowledge that in the event that additional or different legal or regulatory
requirements arise in respect of provision of the NBS and the Banking Business Capability to CAPO
beyond those which apply for provision of the NBS and the Banking Business Capability to other Banks
then compliance by Fujitsu Services with such additional or different legal and/or regulatory
requirements and the charges for such compliance will be dealt with through the Change Control
Procedure.

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7.2 Security for the Existing Services

The security features, facilities and functionality set out in this paragraph 7 shall not reduce, mitigate,
add to or modify any of Fujitsu Services’ security obligations under this Agreement in respect of the
Services as they existed immediately prior to the date of approval of the CCN which introduced the
NBS.

7.3 Security Organisation and Management

7.3.1 Fujitsu Services shall not unreasonably withhold assistance requested by Post Office (or by
Post Office on behalf of a member of the Royal Mail Group) in connection with the investigation
and resolution of any actual or potential security breach or threat.

7.3.2 Where a potential security breach or threat arises which is not addressed by this Agreement
(including the CCD entitled "Security Management Service: Service Description"
(SVM/SDM/SD/0017)), Fujitsu Services’ charges in respect of co-operation and assistance in
respect of such breach or threat (which shall be paid by Post Office to Fujitsu Services) shall
be calculated on a time and materials basis using the applicable rates specified in paragraph
10.4 of Schedule D1.

8. ETHICAL AND ENVIRONMENTAL COMPLIANCE

8.41 Fujitsu Services acknowledges on behalf of itself and other members of the Fujitsu Services Group
that the Fujitsu Services Group is supportive of the principles contained in the UN Global Compact,
the UN Universal Declaration of Human Rights and the Eight Fundamental International Labour
Organisation Conventions (each as may be amended from time to time) in the course of providing the
Services, HNG-X Development and/or Associated Change Development.

8.2 Fujitsu Services shall take reasonable steps (and shall ensure that members of the Fujitsu Services
Group shall take reasonable steps) to:

8.2.1 comply with local legal and regulatory requirements relating to occupational health, safety at
work and the environment;

8.2.2 provide staff and others engaged in the performance of this Agreement with appropriate
health, safety at work and environmental impact training applicable to their activities;

8.2.3 where necessary, identify and implement policies for improvement in health, safety at work
and environmental impact;

8.2.4 ensure the pay and working conditions of staff (including employees, casual and agency
workers) comply with all applicable laws, industry specific regulations and binding codes of
conduct;

8.2.5 ensure no individual is employed (including on a casual or temporary basis) directly or
indirectly in relation to its activities who is below the applicable minimum legal age for

employment;

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8.2.6 ensure no person under 18 years of age is employed (including on a casual or temporary
basis) directly or indirectly in relation to its activities for any hazardous work;

8.2.7 ensure no person is engaged in work directly or indirectly in relation to its activities as a result
of forced, bonded or compulsory labour; and

8.2.8 to the extent the relevant law permits, allow all employees the freedom to join, or not to join,
an employee representative body,

in the course of providing the Services, HNG-X Development and/or Associated Change
Development.

8.3 Fujitsu Services shall notify all its Sub-contractors, as soon as reasonably practicable, that they should
have appropriate policies in place to adhere to the principles referred to in paragraph 8.1 and each of
the requirements set out in paragraph 8.2 when performing the obligations which Fujitsu Services has
sub-contracted to them under this Agreement.

8.4 Upon request by Post Office, Fujitsu Services shall:

8.4.1 provide to Post Office reasonable evidence of the steps taken by Fujitsu Services and, where
relevant, other members of the Fujitsu Services Group to comply with the requirements set out
in paragraph 8.2; and

8.4.2 use reasonable endeavours to procure, to the extent the request so requires, that the Sub-
contractors shall provide to Post Office reasonable evidence of the policies which they have in
place to adhere to the principles referred to in paragraph 8.1 and each of the requirements set
out in paragraph 8.2 when performing the obligations which Fujitsu Services has sub-
contracted to them under this Agreement.

9. ASSOCIATED DOCUMENTS

9.41 The following CCDs are associated with this Schedule A4:

Document Reference Document Title
1.
SVM/SEC/POL/0003 RMGA Information Security Policy
2. SVM/SDM/SD/0017 Security Management Service: Service
Description
3. SVM/SEC/POL/0003 RMGA Information Security Policy
4. SD/STD/001 Horizon Office Platform Service Style
Guide
5. DES/APP/STD/0001 HNGX-UI Style Guide
6. RS/CSD/001 Departmental IT Security Standards

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7. DES/SEC/ION/2006 Schedule A4 Policies and Standards
9.2 The following CRD is associated with this Schedule A4.

Document Reference Document Title
1. SVM/SEC/POL/0005 Community Information Security Policy for
Horizon

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SCHEDULE A5

POST OFFICE RESPONSIBILITIES

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

44 26/09/06 Minor corrections by PO

1.2 11/10/06 Further corrections from FS

1.3 19/01/07 Further minor corrections

1.4 22/01/07 Further corrections

2.0 24/01/07 Baseline copy of 1.4

21 05/05/09 Applying changes as per CCN1224a

6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

6.2 01/04/10 Applying changes as per CCN1270

7.0 24/05/10 Moving schedule to version 7.0

8.0 21/02/12 Applying changes as per CCN1304b,
CCN1310b and CCN1294d

9.0 13/01/14 Applying changes as per CCN1349,
CCN1307a, CCN1329a and CCN1346

10.0 10/09/15 CCD reference update, applying changes as
per CCN1346 and moving all Schedules to
v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN 1423c, CCN
1427, CCN 1504a and moving all Schedules
to v11.0 in accordance with CCN1604

12.0 03/07/17 Applying changes as per CCN1614a,
CCN1618a and moving all Schedules to v12.0

13.0 23-Nov-2020 I Updating as per CCN1613a, CCN1616b,
CCN1647 and moving all Schedules to v13.0

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SCHEDULE AS
POST OFFICE RESPONSIBILITIES
1. INTRODUCTION
1.4 This Schedule A5:

1.2

241A

2.1B

2.2

1.4.4 sets out in Annex A, certain Post Office Responsibilities that Post Office shall
perform to enable Fujitsu Services to perform the HNG-X Services;

1.1.2 sets out in Annex B, certain Post Office Responsibilities which Post Office
shall perform to enable Fujitsu Services to perform the BCSF Service and
shall take effect at Trigger Point T5 (Data Centre Ready for HNG-X);

1.1.3 identifies in Annex C, the Banking Responsibilities; and
1.14 Identifies in Annex D, the Banking Obligations.
1.15 identifies in paragraph 4, the Azure Responsibilities”.

Subject to paragraph 2.3, Post Office shall perform all Post Office Responsibilities
whether or not set out or referred to in this Schedule.

POST OFFICE RESPONSIBILITIES RELATED TO THE BANKING FUNCTION AND.
DEBIT CARD

In respect of Horizon, the provisions of (i) the appendix to the CCD entitled “Debit Card
MoP Functional Description” (EF/SER/001) and (ii) Annex C and Annex D to this
Schedule, set out the Banking Responsibilities, Banking Obligations, Debit Card
Responsibilities and Debit Card Obligations or identify where they are located in this
Agreement.

In respect of HNG-x, the provisions of Annex B to this Schedule, set out the Banking
Responsibilities, Banking Obligations, Debit Card Responsibilities and Debit Card
Obligations or identify where they are located in this Agreement

The omission from the provisions referred to in paragraph 2.1A and 2.1B of an obligation
or responsibility of Post Office connected with the Banking Functions or Debit Card
shall, for the purposes of paragraphs 2.3 to 2.8:

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2.3

24

25

26

27

2.2.1 if the obligation is stated as something for which Post Office "shall be
responsible", result in that obligation being classed as a "Banking
Responsibility" or “Debit Card Responsibility” (as applicable);

2.2.2 if the obligation is stated to be something which Post Office "shall do", result
in that obligation being classed as a “Banking Obligation" or “Debit Card
Obligation” (as applicable);

2.2.3 if the obligation is to make payment to Fujitsu Services, result in that
obligation being classed as a "Banking Obligation" or “Debit Card Obligation”
(as applicable); and

2.2.4 in all other cases shall be, as the context so requires, a Banking Obligation
or Banking Responsibility or Debit Card Obligation or Debit Card
Responsibility.

Any failure by Post Office to carry out a Banking Responsibility or a Debit Card
Responsibility shall not be a Default under this Agreement.

As soon as reasonably practicable prior to Trigger Point T5 (Data Centre ready for
HNG-x) the Parties shall review the Banking Obligations, Banking Responsibilities,
Debit Card Obligations and Debit Card Responsibilities set out in Annex B to this
Schedule in order to agree under the Change Control Procedure any amendments,
additions or deletions to those Post Office Responsibilities reasonably required in
relation to the detailed design of the Business Capabilities and Support Facilities and
provision of the HNG-X Services, once that design is available.

Fujitsu Services shall not be liable to Post Office:

2.5.1 in respect of any breach of its obligations in relation to the Banking Functions
(including its obligations to achieve any Service Level which measures
Fujitsu Services' performance in relation to the Banking Functions) (the
"Dependent Obligations") or any delay in performing the Dependent
Obligations to the extent that such breach or delay was caused by the failure
by Post Office to carry out a Banking Obligation or a Banking Responsibility
(whether or not a Default) (a "Dependency Failure"); or

2.5.2 for any failure to perform or delay in performing its obligations in relation to
Debit Card where Fujitsu Services proves that such failure or delay was
directly caused by the failure of Post Office to perform a Debit Card
Responsibility or a Debit Card Obligation (whether or not a Default).

Fujitsu Services shall notify Post Office in writing as soon as reasonably practicable
after Fujitsu Services becomes aware of any Dependency Failure or becomes aware of
any matters or circumstances which would with the effluxion of time result in a
Dependency Failure.

In the event of a Dependency Failure, Fujitsu Services shall be entitled to recover from
Post Office such reasonably incurred, increased costs and expenses (if any) which it

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2.8

3.1

incurs in performing the Dependent Obligation in question to the extent that such
increased costs and expenses were the result of the Dependency Failure. Fujitsu
Services shall provide a statement of such increased costs and expenses incurred for
approval by Post Office, such approval not to be unreasonably withheld.

Fujitsu Services shall use all reasonable endeavours to mitigate the amounts (if any)

payable under paragraph 2.7.

ASSOCIATED DOCUMENTS.

The following CCDs are associated with this Schedule A5:

Document Reference

Document Title

1. EF/SER/001 (Withdrawn)

REQ/GEN/REP/1091

Debit Card MoP
Description (Withdrawn)

Functional

Note — this only applies to Horizon

Mapping Schedule B3.2 to the HNG-
X Solution

2. CS/PRD/058

Fujitsu Services / Post Office Ltd
Interface Agreement for Operational
Business Change - Reference Data

3. PA/PER/033

Horizon Capacity Management and
Business Volumes

4. SVM/SEC/POL/0003

RMGA Information Security Policy

5. NB/IFS/025

EMV Banking and Retail NBX -
CAPO Application Interface
Specification

6. NB/IFS/024

EMV Banking and Retail NBX —
LINK Application Interface
Specification

7. DES/NET/TIS/0006

CAPO to HNG-X Technical Interface
Specification

8. DES/NET/TIS/0008

VOCALINK - HNG-X_ Technical
Interface Specification

9. DES/NET/TIS/1839

Santander -— HNG-X Technical
Interface Specification

10. NB/IFS/029 (Withdrawn)

NBX - A&L Technical Interface
Specification (Withdrawn)

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DES/NET/TIS/1839

Santander HNG-X Technical
Interface

11. Withdrawn in CCN1616b

12. Withdrawn

13. Withdrawn in CCN1616b

14. ET/IFS/001 Application Interface Specification:
Horizon to e-pay

15. DES/NET/TIS/0009. “"e-pay — HNG-X Technical Interface
Specification

16. BP/SPE/046 APOP Definition

17. CS/SPE/011 Network Banking End to End
Reconciliation Reporting

18. SVM/SDM/STD/0001 Post Office Ltd Operational Business
Change -_ Branch, _ Interface
Agreement

19. BP/SPE/035 NBS Definition
Note — this only applies to Horizon

20. CS/SER/016 (Withdrawn) Service Description for the Security
Management Service (Withdrawn)
Note — this only applies to Horizon

SVM/SDM/SD/0017 Security Management Service:

Service Description

21. CS/SER/010 Transaction Benchmark Service:
Service Description
Note — this only applies to Horizon

22. NB/SPE/003 Network Banking: Counter Dialogue -
Activity & Screen Flows.
Note — this only applies to Horizon

23. NB/PRP/004 EMV Banking: User Interface Design
Proposal.
Note — this only applies to Horizon

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24. SD/STD/001 (Withdrawn) Horizon Office Platform Service Style
Guide (Withdrawn)
Note - this only applies to Horizon

DES/APP/STD/0001 HNGX-UI Style Guide

25. SVM/SDM/SD/0015 Reconciliation Service: Service
Description

26 AP/IFS/063 Horizon APOP Authorisation Service
Application Interface Specification

27 DES/NET/TIS/0005 HNG-X RGM Technical Interface
Specification

3.2 The following CRDs are associated with this Schedule A5:

Document Reference Document Title

NO CRDs APPLICABLE

POST OFFICE RESPONSIBILITIES RELATED TO THE USE OF MICROSOFT AZURE
SERVICES FOR THE HOSTING OF THE SERVICES4.1 Post Office shall accept and
agree to the terms of the Customer Agreement and undertakes to comply with such terms at all
times during which Fujitsu Services uses the Microsoft Azure Services in providing Services to
Post Office.

4.2 Fujitsu Services shall notify Post Office of any changes to the Customer Agreement made
by Microsoft from time to time. Post Office's continuing use of the Microsoft Azure Services shall
constitute acceptance of any such changes to the Customer Agreement. Post Office shall ensure
that it continues to comply with the Customer Agreement and any updates and changes made to
it by Microsoft from time to time.

43 Post Office shall:

4.3.1 nominate a named individual whose name, phone number and email address shall be
manually recorded as having read and accepted the Customer Agreement on behalf of
the Post Office.

4.3.2 inform Fujitsu Services promptly of any material breach by Post Office of the Customer
Agreement.

4.3.3 authorise Fujitsu Services to place orders for Microsoft Azure Services on behalf of the
Post Office, if required.

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ANNEX A
POST OFFICE RESPONSIBILITIES IN RELATION TO THE HNG-X SERVICES

Post Office shall provide and maintain Reference Data in accordance with Post Office
business requirements and as specified in the CCD entitled “Fujitsu Services / Post
Office Ltd Interface Agreement for Operational Business Change - Reference Data”
(CS/PRD/058).

Save as expressly provided otherwise in this Agreement, any CCN or Work Order, Post
Office shall be responsible for:

1.2.1 the provision of all training for its employees, agents, contractors and sub-
contractors; and

1.2.2 the production of all training material required,

in connection with any new and/or modified Services and Applications introduced under
the Change Control Procedure and/or the Work Ordering Procedure.

Post Office shall ensure that all ETU Transactions carried out at Counter Positions are
correctly processed by e-pay according to the AIS entitled “Application Interface
Specification: Horizon to e-pay” (ET/IFS/001) and that daily reconciliation files are
produced and processed according to that AIS.

In relation to the POLSAP Services, Post Office shall be responsible for having
appropriate and sufficiently trained staff available for the provision of Replacement
Services to the POLSAP applications support (whether such staff reside within Post
Office or within the Next Supplier of Replacement Services) to investigate and progress
operational and application issues relating to the POLSAP applications support 24 hours
a day.

In relation to BNR, Post Office shall be responsible for bearing the risk for the wireless
hardware once installed until it is returned to Fujitsu Services in the same condition that

it was in when installed, subject to fair wear and tear.

In relation to the CCD “Horizon Capacity Management and Business Volumes”
(PA/PER/033), section 2.6 Post Office will:

1.6.1 provide information on forecast changes to business volumes; and

1.6.2 endeavour to provide timely information on all likely and possible changes
to business volumes,

within current or new Post Office Services.

In relation to the CCD _ entitled “RMGA_ Information Security Policy”
(SVM/SEC/POL/0003), Post Office shall be responsible for:

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1.8

1.10

1.7.1 assessment and regular review of compliance; and
1.7.2 incident reporting (joint responsibility dependent on area of responsibility).

From 1*' April 2015, in relation to Fujitsu continuing to deliver Services which previously
had dependencies on the Engineering Service and to facilitate Fujitsu’s delivery of those
Services, Post Office will be responsible for:

1.8.1 for planning the timings of Counter Gold Build releases and requesting
them, using the Change Control Procedure;

1.8.2 the Next Supplier accepting and resolving Incidents raised in respect of
Branch Hardware requiring repair or replacement, identified through pro-active
monitoring; and

1.8.3 the Next Supplier accepting and fulfilling requests to perform investigation,
repair or replacement activities on Branch Hardware (e.g. quiet line test or
branch router reset) to support the resolution of Incidents.

From 1st April 2015, Post Office will be responsible for maintaining the Initial Branch
Infrastructure (as defined in paragraph 2.1.1 of Schedule B3.4 - Branch Infrastructure)
to the specification described in CCD entitled “Counter Hardware Design Specification”
(BP/DES/003) in all Branches and any other Post Office authorised locations.

Post Office will be responsible for ensuring that communications related Incidents
and/or problems in respect of Branches where Replacement Services to the VSAT BB
communications method of the Branch Network Service are being provided by the Next
Supplier, are routed to the Next Supplier and not to Fujitsu Services.

Itis agreed that title of previously installed BT VSAT BB dishes, mounts, cabling, indoor-
units and Cisco VPN router hardware in the Branches (“VSAT Equipment’) shall transfer
from Fujitsu Services to Post Office on the day of migration of the VSAT BB networking
element for that Branch in accordance with the details set out in the Asset Transfer
Agreement in Attachment 2. For the avoidance of doubt, Post Office shall pay a Transfer
Payment of £1 in accordance with paragraph 7.1.2 of Schedule E for the VSAT
Equipment on signature of CCN1614, receipt of which is hereby acknowledged by
Fujitsu Services. Post Office will be responsible, on transfer of such title, for the removal
and compliant disposal of all VSAT Equipment removed from Branches as part of such
Branches’ migration from the VSAT BB communications method to Branches to the
Replacement, which will be supplied by the Next Supplier. The Parties agree that the
approach being adopted for the transfer of ownership and responsibility for removal and
disposal of VSAT Equipment is particular only to the VSAT Equipment listed in the said
Asset Transfer Agreement and does not create any contractual, commercial or
operational precedent for any other equipment removal and disposal activities which
may be required in future at any other Branches.

For Branches where the VSAT BB communications method to Branches are
beingreplaced by Replacement Services, Post Office will ensure the timely procurement
of the Replacement Services.

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1.13 Post office will ensure that the following test environments based at the Fujitsu Services
Bracknell location;

1.Solution Verification & Integration (SV&I Rig)
2. Live System Test (LST Rig)

will be modified to contain representative Branch VSAT BB communications infrastructure
(providing Replacement Services to the VSAT BB communications method to Branches
previously provided by Fujitsu Services) by the Next Supplier. In the event that there are failure(s)
as a consequence of such communications infrastructure provided by the Next Supplier or of any
Services during the remaining period when Fujitsu Services is providing these test environments,
Fujitsu Services will raise new Incident(s) with the Post Office service desk for the attention of the
Next Supplier supplying Replacement Services to the VSAT BB communications method to
Branches to ensure the support of the Fujitsu Services test environments, including but not limited
to enabling the replacement of failed part(s) by Post Office and/or the Next Supplier or reinstating
services to the test environments by Post Office and/or the Next Supplier. It is agreed that this
support will be provided by Post Office at no cost to Fujitsu Services. Fujitsu Services will exercise
reasonable care and skill in accordance with its own established internal procedures when
housing and/or using the equipment to perform the Services.

1.14 Post Office acknowledges that the HNG-X Test Infrastructure will operate until at least
31st March 2022.

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ANNEX B
POST OFFICE RESPONSIBILITIES IN RELATION TO THE BCSF SERVICES
1. BANKING BUSINESS CAPABILITY
The following Post Office responsibilities relate to the Banking Business Capability:
14 Post Office shall ensure the security, safe keeping and proper management (as defined

in ISO 11568 parts 1 to 3) of all keys shared between the Data Centre and CAPO and

Santander on the CAPO and Santander sides of the interfaces. [B.ObI.]

1.2 Post Office shall be responsible for ensuring that the links from CAPO and LINK to the
Data Centres and information transmitted from CAPO and LINK to Fujitsu Services
across those links shall be in accordance with the CCDs entitled “EMV Banking and
Retail NBX- CAPO Application Interface Specification” (NB/IFS/025) and “EMV Banking
and Retail NBX — LINK Application Interface Specification" (NB/IFS/024) and "CAPO to

HNG-X Technical Interface Specificatio:
HNG-X Technical Interface Specification” (DES/NET/TIS/0008). [B.Res.]

” (DES/NET/TIS/0006) and “VOCALINK —

1.3 Post Office shall be responsible for ensuring that the information transmitted from
Santander to Fujitsu Services across the Santander Circuit shall be in accordance with
the CCD’s entitled "NBX - A&L Application Interface Specification" (NB/IFS/026) and
"Santander — HNG-X Technical Interface Specification" (DES/NET/TIS/1839). [B.Res.]

2. BUREAU SERVICE BUSINESS CAPABILITY

The following Post Office responsibilities relate to the Bureau Service Business Capability:

21 Post Office shall be responsible for installing and ensuring that to the extent required by
law all Rate Boards comply and are maintained in compliance with all relevant
legislation (current and future), including all relevant Governmental Regulations and,
from the date of UK implementation, EU Directives and EU Regulations. Without
prejudice to the generality of the foregoing, Post Office shall ensure that the Rate Boards
comply with the Electromagnetic Compatibility ("EMC") Regulations 1992, which
implement Council Directive 89/336/EEC (as amended by Directive 91/26/EEC,

Directive 92/31/EEC and Directive 93/86/EEC).

2.2 Post Office shall:

2.2.1 ensure that all Rate Boards are compatible with Counter Equipment using
models as specified in the CCD entitled “Counter Hardware Design

Specification” (BP/DES/003);

2.2.2 be responsible for the provision of all cabling necessary to connect the Rate
Boards to Counter Equipment and shall ensure that such cabling is in

accordance with the CCD entitled “Rate Board Cables” (AS/REP/013);

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3.

2.2.3 once each Rate Board has been connected to Counter Equipment, carry out
all maintenance of that Rate Board and of the associated cabling,. This
responsibility extends to all cabling used in making the connection to a
Counter Position; and

2.24 provide mains electrical power to each Rate Board (or where more than one
in a Branch, the Rate Boards in that Branch together) from power circuits

that are separate from the power circuit dedicated to the Counter Position.

ELECTRONIC TOP-UP BUSINESS CAPABILITY

The following Post Office responsibilities relate to the Electronic Top-up Business Capability:

3.1

41

4.2

4.3

44

Post Office shall be responsible for ensuring that the link from e-pay to the Data Centres
and information transmitted from e-pay to Fujitsu Services across that link shall be in
accordance with the CCDs entitled "Application Interface Specification: Horizon to e-
pay” (ET/IFS/001) and "e-pay - HNG-X Technical Interface Specification”
(DES/NET/TIS/0009).

APOP BUSINESS CAPABILITY

The following Post Office Ltd Responsibilities are included in the CCD entitled “APOP
Definition” (BP/SPE/046),such Post Office Ltd Responsibilities relate to the APOP
Business Capability.

Post Office Ltd shall specify that the Post Office Data Gateway generates an APOP
verification file as defined in the CCD entitled “Horizon APOP Authorisation Service
Application Interface Specification” (AP/IFS/063) if required for an APOP Service

APS transactions shall conform to the specification defined in the CCD entitled “AP-
ADC Reference Manual” (DES/GEN/MAN/0002)

User access to the APOP administration service shall be from within the Post Office Ltd
domain and no Post Office Ltd clients will have direct access to data held on the APOP

database.

l.e. Post Office Ltd will not grant access from outside the Post Office Ltd domain

APOP Service Authorisation Service

45

46

The APOP authorisation service definition for an APOP Service shall conform to the
specification defined in the CCD entitled “APOP Reference Manual” (AP/MAN/003).

Post Office Ltd shall conform to the security rules for the creation of administrators and
users of the APOP administration service and the use of the APOP administration
service by administrators and users as defined in the APOP Administration Service User
Interface Design Proposal.

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4.7

The APOP Service Definition shall be constructed using the parameters defined in the
CCD entitled “APOP Reference Manual’(AP/MAN/003).

48 Post Office Ltd shall define the service definition for an APOP Service which conforms
to the CCD entitled “APOP Reference Manual’(AP/MAN/003) and deliver the service
definition to Fujitsu Services.

49 Post Office Ltd shall define the format of the reports derived from data extracted from
the APOP database and delivered to Post Office Ltd by the APOP reporting service.

4.10 Post Office Ltd/Prism shall build and maintain the APOP administration service server
and workstations which shall include schema files to support the rendering of the extract
files produced by the APOP reporting service.

4.11 Not Used

4.12 Transactions to be processed by the APOP batch service shall conform to the CCD
entitled “Horizon APOP Authorisation Service Application Interface Specification”
(AP/IFS/063).”

4.13 On-line branch transactions initiated at a Post Office Horizon counter position shall
conform to the specification defined in the CCD entitled “APOP Authorisation Service-
On-line Application Interface Specification “(AP/IFS/064).

New APOP Services

4.14 For each new APOP Service:

e Post Office Ltd will produce a specification of the APOP Service business
requirements and business process definition as defined in the APOP User
Guide.

e Post Office Ltd will produce the AP-ADC counter transactions.

e Post Office Ltd will produce the service definition for the APOP Service.

4.15 For each new APOP Service, Post Office Ltd shall, subject to the Work Ordering
Procedure, require Fujitsu Services to produce:

e Voucher receipt templates;

e Customer and Branch receipt templates;

¢ Counter and Branch weekly reports.

4.16 For each Counter and Branch weekly report, Post Office Ltd shall define the:

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417

e — List of products;
e Report title;
e Cut-off requirements

For each new APOP Service with an external authorisation service, Post Office Ltd shall,
subject to the Work Ordering Procedure, require Fujitsu Services to produce:

e An APOP web service, web services agent and (optionally) a web server
platform:

e An interface between the Horizon domain and the external authorisation service

Changes to APOP Services

4.18

Post Office Ltd shall, subject to the Work Ordering Procedure, require Fujitsu Services to
produce changes to Fujitsu Services supplied components of an APOP Service.

DEBIT CARD

The following Post Office Responsibilities are Debit Card Responsibilities:

Debit Card Responsibilities

5.1

5.2

5.3

5.4

5.5

Post Office shall be responsible for providing, through Post Office Reference Data, DC
Token definitions to cover the DC Token ranges supported by Fujitsu Services.

Post Office shall be responsible for following procedures for Debit Card Transaction
settlement and exception reporting in accordance with the CCD entitled “Network
Banking End to End Reconciliation Reporting” (to be renamed End to End Reconciliation
Reporting) (CS/SPE/011) to the extent Post Office is required to do so.

Post Office shall be responsible for generating and transmitting (as reasonably required
by the Fujitsu Services) test Reference Data for testing purposes.

Post Office shall be responsible for ensuring that Fujitsu Services has at all times a
sufficient number of MIDs and TIDs to enable Fujitsu Services to allocate such MIDs
and TIDs to the Branches and Counter Positions respectively.

Post Office shall be responsible for supplying an agreed batch of MIDs to Fujitsu
Services in accordance with the OLA “DC Operational Level Agreement’ to ensure that
one MID is available for each new Branch, whenever the supplies of unallocated MIDs
held by Fujitsu Services fall below a threshold limit agreed between Post Office and
Fujitsu Services

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5.6

5.7

5.8

5.9

Post Office shall be responsible for supplying an agreed batch of TIDs to Fujitsu
Services through the Change Control Procedure whenever the supplies of unallocated
TIDs held by Fujitsu Services fall below a threshold limit agreed between Post Office
and Fujitsu Services.

Post Office shall be responsible for following the reconciliation and incident
management procedures for the investigation, reporting and resolution of business
incidents related to the use of Debit Card (supported by the Payment Management
Business Capability) as set out in the applicable provisions of paragraph 2.8 of the CCD
entitled "Reconciliation Service: Service Description" (SVM/SDM/SD/0015)

Post Office shall be responsible for providing MIDs and TIDs in accordance with the
processes for business change described in the CCD entitled “Post Office Ltd
Operational Business Change — Branch, Interface Agreement” (SVM/SDM/STD/0001).

Post Office shall be responsible for procuring the provision of an EMIS to supply a data
feed to the Reconciliation Support Facility from the Merchant Acquirer in accordance
with the document entitled “Technical Specification for the Electronic Management
Information Service” (SU/SPE/024).

The following Post Office Responsibilities are Debit Card Obligations:

Debit Card Obligations

5.10

5.12

5.13

Post Office shall be responsible for verifying and validating all Debit Card related Post
Office Reference Data for use in connection with the DC MoP, save to the extent that
Fujitsu Services is obliged to do so (for the purposes of the use of such Post Office
Reference Data within the Infrastructure) in accordance with the CCD entitled “ Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business Change —
Reference Data” (CS/PRD/058). For the avoidance of doubt, the Change Control
Procedure shall be used if Post Office requires any Debit Card related Reference Data
validation or testing outside the scope of the CCD entitled “Fujitsu Services / Post Office
Ltd Interface Agreement for Operational Business Change - Reference Data”
(CS/PRD/058).

Post Office shall procure a service designed to ensure that the EMIS file shall be
available for collection from the Merchant Acquirer by 15:00 hours daily between
Monday and Friday excluding English Bank Holidays. Where the EMIS file is not
available by that time, Fujitsu Services shall follow the procedures set out in the relevant
OLA.

Post Office shall follow the procedure set out in the OLA entitled “DC Operational Level
Agreement” for reporting potential/actual breaches of security within either the Merchant
Acquirer or Infrastructure.

Post Office shall ensure the security, safe keeping and proper management of all
passwords/passphrases used to generate keys shared between the Data Centre and

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the Merchant Acquirer on the Merchant Acquirer side of the interface between the Data
Centre and the Merchant Acquirer.

6. GENERIC WEB SERVICE SUPPORT FACILITY
The following Post Office Responsibilities are Generic Web Service Responsibilities:
6.1 For each Generic Web Service Post Office shall be responsible for:

6.1.1 the Post Office tasks as defined in the ‘Web Service Client Connection
Process’ (REQ/GEN/PRO/1386) for the:

(a) the Generic Web Service qualification stage;
(b) the Generic Web Service specification stage;
(c) the Generic Web Service build and test stage;
(d) the Generic Web Service introduction stage;

6.1.2 the provision of the baselined WSDL for the Client web service;

6.1.3 the Client specific elements of the Technical Interface Specification between
the Generic Web Service and the Post Office Client;

6.1.4 the design, development and testing of the APS transactions conforming to
the specification defined in the CCD entitled “AP-ADC Reference Manual”
(DES/GEN/MAN/002),

6.1.5 the security assessment of the APS service and the associated Generic Web
Service for the Post Office Client.

7. PAF SUPPORT FACILITY

714 Post Office shall be responsible for supplying to Fujitsu Services the monthly Royal Mail
PAF address data on a CD in ‘Royal Mail Compressed Standard™’ format described in
the ‘Royal Mail PAF Programmers’ Guide’ Edition 7 Version 4.0 (REQ/APP/AIS/1526)

7.2 Post Office shall be responsible for supplying to Fujitsu Services the monthly Royal Mail
PAF address data on a CD in accordance with the CCD ‘Fujitsu Services/Post Office
Ltd Interface Agreement for Operational Business Change - Reference Data
(CS/PRD/058);

7.3 Post Office shall be responsible for supplying PAF additional address data to Fujitsu

Services conforming to the application interface specification ‘Post Office Limited to PAF
Application Interface Specification’ (REQ/APP/AIS/1503);

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74

75

8.

Post Office shall be responsibly for managing and securely destroying the Royal Mail
PAF data CDs after 12 months.

Post Office shall be responsible for the integrity and accuracy of data provided in
accordance with sections 9.2 and 9.3 and any rectifications required as a result of
erroneous or corrupt data supplied shall be made at Post Office’s sole expense.

POST OFFICE DATA GATEWAY

The following Post Office Responsibilities are Post Office Data Gateway Responsibilities. For
each Post Office Data Gateway Data File transfer:

8.1

8.2

8.3

8.4

8.5

8.6

8.7

8.8

8.9

9.1

10.

Post Office shall be responsible for supplying to Fujitsu Services approved Application
Interface Specifications (AIS) for Data File transformations to be performed by the Post
Office Data Gateway Support Facility using the approved pro-forma;

Post Office shall be responsible for supplying to Post Office Clients the specification of
the data in Data Files to be transferred from the Post Office Data Gateway to the Client;

Post Office shall be responsible for producing, as Post Office requires, Data File delivery
reports from Post Office Data Gateway data supplied to Post Office Ltd by Fujitsu
Services;

Post Office shall be responsible for producing Post Office to Post Office Client
Operational Level Agreements for each Post Office Client sending Data Files to, or
receiving Data File from, the Post Office Data Gateway Support Facility;

Post Office shall be responsible for ensuring that Fujitsu Services is permitted to
process the data received by the Post Office Data Gateway Support Facility on behalf
of the data owner;

Post Office shall be responsible for ensuring that the Data Files transferred between the
Post Office Client and the Post Office Data Gateway Support Facility shall be in
accordance with the relevant Post Office Data Gateway to Post Office Client Application
Interface Specification;

Post Office shall be responsible for ensuring that the link between the Post Office Client
and the Post Office Data Gateway Support Facility will be in accordance with the ‘Post
Office Data Gateway to Post Office Clients Technical Interface Specification’
(DES/NET/TIS/1499).

Post Office shall be responsible for supplying the information and ensuring that the
content within the PODG Client Connection pack is correct.

Post Office shall be responsible for the ownership and content within the Post Office
Data Gateway (PODG) Route spreadsheets.

CLIENT FILE DELIVERY
Post Office shall be responsible for supplying to Fujitsu Services approved Application

Interface Specifications for Data Files from Post Office Clients (to HNG-X) Clients to be
processed by the Client File Delivery Support Facility.

POST OFFICE DATA GATEWAY CLIENT CONNECTION

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The following Post Office Responsibilities are PODG Client Connection Service Responsibilities.

10.1

10.2

10.4

10.5

Post Office shall be responsible for supplying to Fujitsu Services a completed OBC19
form for each request with details of the changes required.

Post Office shall be responsible for ensuring that Fujitsu Services is permitted to
process the data received by Fujitsu Services under the PODG Client Connection
Service on behalf of the data owner.

Post Office shall be responsible for obtaining security credentials directly from Post
Office Clients and to provide Fujitsu Services with the security credentials required to
fulfil a PODG Client Connection Service request as defined in “Post Office Data
Gateway (PODG) Secure Transfer Procedure” (SVM/SEC/PRO/1784).

Post Office shall be responsible for obtaining all necessary consents, authorisations and
notifications from relevant Data Controllers, to enable personal data to be processed by
Fujitsu Services as part of PODG Client Connection Service, in compliance with the
latest Data Protection Act. Post Office Ltd shall indemnify Fujitsu Services in respect of
any losses suffered by Fujitsu Services in connection with the performing the PODG
Client Connection Service as a result of any Post Office Ltd failure to have obtained
appropriate data protection related consents, authorisations and notifications..

Post Office shall be responsible for managing the service provided to the Client by the
Post Office Data Gateway Service

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ANNEX C

BANKING RESPONSIBILITIES

1. HORIZON BANKING RESPONSIBILITIES
1.1 The following table identifies the Banking Responsibilities set out elsewhere in this

Agreement that shall apply from the Amendment Date until Trigger Point T6 (Counter
Application Rollout Complete). For the purposes of such identification only, the table
replicates the wording of those Banking Responsibilities and gives their location in this
Agreement.

1.2 Where the location of any Banking Responsibility set out below is a CCD, when that
CCD is updated in accordance with the provisions of Attachments 1 and 4 of CCN1200
or otherwise, any amendments, additions or deletions to that Banking Responsibility or
its location in that CCD shall be deemed to have been made also in the table below.

1.3 In the event of any conflict or inconsistency between the wording of the Banking
Responsibilities set out below and that used in this Agreement where that Banking
Responsibility is located, the wording used where the Banking Responsibility is located
shall prevail.

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Number Post Office Responsibility Location in Agreement or

CCD as at date of signature
of CCN1200

The Contractor shall update the TIS required for those
interfaces for approval by POCL, such approval not to be
unreasonably withheld.

NBS Definition (BP/SPE/035)
v1.0,

Section 3.3

2 The Contractor and POCL shall agree from time to time NBS Definition (BP/SPE/035)
the procedures which each party shall follow and the v1.0,
responsibilities of each party in respect of the
transmission of POCL Reference Data which shall be Section 3.5
documented in Working Documents.
3 Post Office Ltd shall be responsible for verifying all NBS I Fujitsu Services / Post Office
related Post Office Reference Data for use in End to End I Ltd Interface Agreement for
Banking, save to the extent that Fujitsu Services is obliged I Operational Business Change
to do so (for the purposes of the use of such Post Office I - Reference Data
Reference Data within the Post Office Service
Infrastructure). (CS/PRD/058) v11.0,
Section 2.6.1.2
4 The counter dialogue for the NBS shall be as NBS Definition (BP/SPE/035)
documented in the CCD entitled "Network Banking: v1.0,
Counter Dialogue - Activity & Screen Flows"
(NB/SPE/003) and "EMV Banking: User Interface Design I Section 4.1
Proposal" (NB/PRP/004) and by the applicable date
specified in the NB Project Plan the Contractor shall
propose and POCL shall agree (such agreement not to
be unreasonably withheld) any enhancements required to
the CCD entitled “HNGX-UI Style Guide”
(DES/APP/STD/001) (formerly “Horizon Office Platform
Service Style Guide” (SD/STD/001)) for the NBS.
5 POCL shall be responsible for the integration of the NBS NBS Definition (BP/SPE/035)

and the NB System into End to End Banking.

v1.0,

Section 5.2.1

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6 POCL shall be responsible for ensuring that Bank's NBS Definition (BP/SPE/035)

systems supports receipt of CO Confirmations sent to
them, and are able to generate C4 Confirmations to the
DRSH, as applicable.

v1.0

Section 5.3.6

7 Following transmission of the NB Request for such NBS Definition (BP/SPE/035)
Banking Transaction, POCL shall ensure that the amount I v1.0
which is permitted to be withdrawn shall be included in
the NB Authorisation. Section 5.9.2
8 The provision of information required via the Banks for NBS Definition (BP/SPE/035)
printing on a NB Receipt is the responsibility of POCL. v1.0
Section 5.12.4.3
9 It shall be POCL’s responsibility to ensure that Users of Schedule B4.3 and NBS
the NBS, log-on with separate log-on “IDs” and do not Definition (BP/SPE/035) v1.0,
perform Banking Transactions under a different log-on ID I paragraph 5.2.5
in order that the User responsible for each Banking
Transaction may be identified from audit trail data.
10 POCL shall submit: Security Management Service:

(a) Banking Transaction Record Queries to the
Horizon System Help Desk which will pass the Record
Query to the Contractor's customer service management
‘support unit; and

(b) Audit Record Queries and Old Format Queries to
the Contractor's customer service security prosecution
support section.

Service Description
(SVM/SDM/SD/0017)

(Formerly “Service Description
for the Security Management

Service” (CS/SER/016) v2.0

Section 3.10.7

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11 POCL shall be responsible for ensuring that the link from I NBS Definition (BP/SPE/035)

the information transmitted from Santander to Fujitsu
Services across the link to the Data Centres and
information transmitted to the Contractor across that link
shall be in accordance with the CCDs entitled “Santander
HNG-X Technical Interface Specification”
(DES/NET/TIS/1839) and “EMV Banking and Retail NBX
—- A&L Application Interface Specification" (NB/IFS/026).

Post Office shall be responsible for ensuring that the links
from CAPO and LiNK to the Data Centres and
information transmitted from Card Account and LiNK to
Fujitsu Services across that link shall be in accordance
with the CCD’s entitled “EMV Banking and Retail NBX -
CAPO Application Interface Specification” (NB/IFS/025)
and “EMV Banking and Retail NBX - LiNK Application
Interface Specification" (NB/IFS/024) and “CAPO- HNG-X
Technical Interface Specification’ (DES/NET/TIS/0006)
and “VOCALINK — HNG-X Technical Interface
Specification” (DES/NET/TIS/0008).

v1.0,

Section 8.1.4.9

12

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.

Schedule B4.4

24

2.2

HNG-X BANKING RESPONSIBILITIES

The Banking Responsibilities that will apply from Trigger Point T5 (Data Centre ready
for HNG-X) are designated "[B.Res.]" in Annex B to this Schedule AS.

Where the same or a substantially similar Banking Responsibility is applicable during
the Roll Out Phase under both paragraphs 1.1 and 2.1 of this Annex C (but not
applicable in respect of the NBS and the Banking Business Capabilitiy separately), Post
Office need only perform that Banking Responsibility once on each occasion that it is

due to be performed.

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ANNEX D
BANKING OBLIGATIONS
1. HORIZON BANKING OBLIGATIONS

1.1 The following table identifies the Banking Obligations set out elsewhere in this
Agreement that shall apply from the Amendment Date until Trigger Point T6 (Counter
Application Rollout Complete). For the purposes of such identification only, the table
replicates the wording of those Banking Obligations and gives their location in this
Agreement.

1.2 Where the location of any Banking Obligation set out below is a CCD, when that CCD
is updated in accordance with the provisions of Attachments 1 and 4 of CCN1200, or
otherwise any amendments, additions or deletions to that Banking Obligation or its
location in that CCD shall be deemed to have been made also in the table below.

1.3 In the event of any conflict or inconsistency between the wording of the Banking
Obligations set out below and that used in this Agreement where that Banking
Obligation is located, the wording used where the Banking Responsibility is located shall
prevail.

Number I Post Office Responsibility Location in Agreement or
CCD as at date of signature
of CCN1200

1 Post Office complying with (and ensuring that any third Schedule B4.3 and Schedule
party Post Office uses for siting or storage of such B3.3
equipment complies with) the following:

- provision of a suitable physical operating environment
for Fujitsu Services’ equipment used for or in connection
with the communications link including the following:

. ensuring the physical security of all equipment
which is located on Post Office and/or any such
third party's premises to protect against
unauthorised access; and

. provision of environmental conditions as
reasonably required by Fujitsu Services.

- permitting Fujitsu Services to gain access (at reasonable
times and on reasonable notice) to all locations where
such equipment is held or is to be installed, in order to
enable Fujitsu Services to effect or procure the

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Number

Post Office Responsibility

I Location in Agreement or

CCD as at date of signature
of CCN1200

installation, maintenance, repair, renewal and support of
such equipment.

2 Post Office shall report to Fujitsu Services any actual or Security Management Service:
potential threats or breaches that may have a material Service Description
effect on the NBS itself or End to End Banking in SVM/SDM/SD/0017
accordance with agreed procedures.

(formerly “Service Description
for the Security Management
Service” (CS/SER/016))
Section 3.7

3 Post Office shall ensure the security, safe keeping and NBS Definition (BP/SPE/035)

proper management (as defined in ISO 11568 parts 1 to v1.0,

3) of all keys shared between the Data Centre and on the

CAPO and Santander side of the interface between the Section 8.1.4.8
Data Centre and CAPO and Santander.

4 The Post Office and Fujitsu Services shall agree (such Management Information
agreement not to be unreasonably withheld) a method of I Service: Service Description
rectification, including a timetable, (a “Rectification Plan”) I (SVM/SDM/SD/0016)
for each Benchmark Time Discrepancy (which plan may
involve the agreement of an adjustment to the Target (formerly “Transaction
Times) (as in SVM/SDM/SD/0016) (formerly section Benchmark Service: Service
1.5.7.1 of CS/SER/010). Description” (CS/SER/010))

Section 3.1.10.1
2. HNG-X BANKING OBLIGATIONS
2.1 The Banking Obligations that shall apply from Trigger Point T5 (Data Centre ready for
HNG-X) are designated "[B.ObI.]" in Annex B to this Schedule.
2.2 Where the same or a substantially similar Banking Obligation is applicable during the

Roll Out Phase under both paragraphs 1.1 and 2.1 of this Annex D (but not applicable
in respect of the NBS and the Banking Business Capability separately), Post Office need
only perform that Banking Obligation once on each occasion that it is due to be

performed.

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FUNDING CONDITION

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31/08/06

Agreed version as at date of signature of CCN

1200

14 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

2.0 25/01/07 Baseline copy of 1.2

6.0 15/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all Schedules to v11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all Schedules to v12.0

13.0 23-Nov-2020 Moving all Schedules to v13.0

Schedule A6 Version 13.0

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SCHEDULE A6

FUNDING CONDITION

Unless expressly stated otherwise, references in each Part of this Schedule to paragraphs are
to the paragraphs in that part.

PARTA

Operation of Contract during Conditionality Period

During the Conditionality Period the entire Agreement shall continue in force save as follows:

14

1.2

Clause 29.4 shall be deemed to be amended such that the Post Office Foreground IPR
shall vest in Fujitsu Services (not the Post Office) and Fujitsu Services shall grant to
Post Office an irrevocable non-exclusive, royalty free licence to use all Post Office
Foreground IPR for the duration of the Conditionality Period for all purposes connected
with the Agreement;

Clause 29.5 shall not apply at all and Clause 29.6 shall not apply in respect of Post
Office Foreground IPR;

Clause 30 shall be deemed to be amended such that the licence granted by Fujitsu
Services to Post Office in respect of Licensed IPR pursuant to that Clause shall be
replaced by an irrevocable, non-exclusive, royalty free licence to use all Licensed IPR
for the duration of the Conditionality Period for all purposes connected with the
Agreement;

the provisions of this Agreement in relation to Market Testing shall not apply; and

the provisions of this Agreement in relation to Partial Termination shall not apply.

PARTB
Operation of Contract Following Service of Funding Notice

With effect from the date on which, in accordance with Clause 1.3, this Part B takes
effect (the "Funding Notice Date"), the provisions of Part A of this Schedule A6 shall

cease to have effect and:

Clauses 29.4, 29.5, 29.6 and 30 referred to in that Part A shall be deemed to have
applied as if they were in force as at and with effect from the Amendment Date; and

the provisions of this Agreement in relation to Market Testing and Partial Termination
shall apply with effect from the Funding Notice Date.

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2. Accordingly the provisions of paragraphs 1 and 2 of Part A of this Schedule A6 shall be
deemed not to have had effect and the entire Agreement, including the provisions of
Clause 29.4 and 30, shall be deemed to have applied without amendment as from the
Amendment Date.

PART C
Operation of Contract Following Expiry of Conditionality Period
Where, in accordance with Clauses 1.4, 1.5 or 1.6, this Part C applies, the following shall apply:
1. Development Work
1.1. Fujitsu Services shall as soon as practicable cease to carry out:
1.1.1. the HNG-X Project Activities; and
1.1.2 the Associated Change Activities,
save:
1.1.2.1 to the extent reasonably required for the purposes of the completion (if
not already completed) of the following Associated Change Workstreams
(as referred to in paragraph 3.3 of Schedule BS):
(a) Service Desk Improvements;
(b) Next Day Engineering Service;
(c) Branch Network Changes; and
1.1.2.2 as required by Post Office pursuant to paragraph 1.2.
1.2 Fujitsu Services shall continue to implement such of the following as and to the extent
that Post Office shall, within 14 days following the date on which this Part C takes effect,

elect by notice in writing:

1.2.1. Associated Change Workstreams: Branch Router Development and Branch
Router Rollout, as referred to in paragraph 3.3 of Schedule B5; and

1.2.2 HNG-X Project Workstream: Migrate Data Centres to HNG-X Configuration, as
referred to in paragraph 3.2.1 of Schedule BS.

1.3 The Charges that Post Office shall pay to Fujitsu Services in respect of any Associated
Change Workstreams or HNG-X Project Workstreams continued to be developed and/or
implemented pursuant to paragraphs 1.1 or 1.2 and any related equipment or hardware,
shall be the Charges applicable to those workstreams as set out in Schedules D7 and
D8 of this Agreement.

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1.4 If and to the extent that any work being performed under Work Orders in progress on

24

the date on which this Part C takes effect relates to the HNG-X Service Infrastructure or
the Business Capabilities and Support Facilities, Fujitsu Services shall cease to perform
such work as soon as practicable, but shall otherwise continue to perform each Work
Order in progress on the date on which this Part C takes effect unless that Work Order
is deemed to be “closed” in accordance with paragraph 6.3.3 of Schedule 9 to Baseline
7.

Implementation of Baseline 7

With effect from the date on which this Part C takes effect the Agreement (including its
Schedules, CCDs and CRDs) shall automatically be replaced by the provisions of
Baseline 7, save that:

2.1.1 all such provisions of this Agreement as shall be necessary to give effect to
paragraph 1 shall be deemed to be incorporated into Baseline 7;

2.1.2 to the extent that any CCNs agreed in respect of this Agreement after the
Amendment Date relate to the continued operation or enhancement of the
Horizon Service Infrastructure, the Existing Services or the Horizon
Applications, such CCNs shall be reflected by amendment in Baseline 7 on the
basis that references in such CCNs to the provisions of this Agreement shall be
read and construed as references to the most appropriate elements of Baseline
7, taking into account the subject matter of the provisions concerned;

2.1.3. the changes to the Service Levels in this Agreement made in connection with:

2.1.3.1 the implementation of the Associated Change Workstreams and/or
HNG-X Project Workstream in accordance with this Agreement prior to
the date on which this Part C takes effect and to the extent continued in
accordance with paragraphs 1.1 and 1.2; and

2.1.3.2 the Counter Availability SLT as set out in section 2.3.4.2.7 in the CCD
entitled "Branch Network: Service Description" (SVM/SDM/SD/0011); and

2.1.3.3 Banking Functions Transactions as set out in section 2.3.4.6 in the
CCD entitled " Data Centre Operations Service: Service Description"
(SVM/SDM/SD/0003),

shall be made to the corresponding Service Levels in Baseline 7;

2.1.4 the charges payable under Baseline 7 in respect of the Help Desk Service,
Engineer Service, Network Service and Data Centre Operations Service (each
as referred to in Baseline 7) shall be adjusted to the extent of the reductions in
Fujitsu Services’ costs and associated margin achieved by completing or
continuing implementation of the Associated Change Workstreams and/or HNG-
X Project Workstream in accordance with paragraphs 1.1 and 1.2;

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2.1.10

the definitions of "Aggregate Charges" and "Feasibility Work" set out in the
Annex to this Schedule A6 shall be added to Schedule 1 to Baseline 7;

the paragraphs numbered 4.4, 4.5 and 6.2.2 in the Annex to this Schedule A6
shall replace the paragraphs of those numbers in Schedule 10 to Baseline 7
and the paragraphs numbered 6.2.11 and 6.3 in the Annex to this Schedule A6
shall be added as new paragraphs numbered 6.2.11 and 6.3 in Schedule 10 to
Baseline 7;

the provisions of Schedule A2 of this Agreement (other than the provisions that
refer to the SIP, which shall cease to be applicable) shall replace the provisions
of Schedule 4 of Baseline 7;

the provisions of Schedule D4 of this Agreement shall continue to apply but only
to the extent that Post Office reasonably requests so as to enable it to
determine and verify:

2.1.8.1 the adjustments to the charges under Baseline 7 pursuant to paragraph
2.1.4;

2.1.8.2 the amount of the Contract Reversal Adjusted Charge;

2.1.8.3 the amount of the Charges payable to Fujitsu Services pursuant to
paragraph 1.3; and

2.1.8.4 the amount of any Charges paid or payable by Post Office during the
Conditionality Period, if and to the extent that Open Book would have
applied to such Charges under this Agreement had it not been replaced
by Baseline 7,

and such provisions shall to that extent be incorporated into paragraph 4 of
Schedule 11 of Baseline 7;

Fujitsu Services shall grant to Post Office (and procure the grant of) an
irrevocable royalty free, non-exclusive worldwide licence to use for whatever
purpose all Intellectual Property Rights created by or on behalf of Fujitsu
Services, any member of the Fujitsu Services Group or any HNG-X Sub-
contractor in respect of:

2.1.9.1 the HNG-X Project Activities and Associated Change Activities during
the Conditionality Period; and

2.1.9.2 such of the activities that are continued pursuant to paragraphs 1.1 and
1.2;

the indemnities given by each Party (and all related provisions) in Clause 34 of
this Agreement shall apply instead of the indemnity given by Fujitsu Services in
Clause 18 of Baseline 7 solely in respect of the Intellectual Property Rights
licensed pursuant to the paragraph 2.1.9 of this Schedule but, for the avoidance

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2.2

2.3

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3.1

3.2

of doubt, the indemnity given by Fujitsu Services in Clause 18 of Baseline 7
shall apply in all other respects;

2.1.11 Post Office shall not be entitled to carry out benchmarking pursuant to
paragraph 2 of Schedule 11 of Baseline 7 until the Working Day immediately
following the end of 6 calendar months following the date on which this Part C
takes effect.

Cross-references in Baseline 7 (as amended by this Part C):

2.2.1 to clauses, paragraphs, sub-clauses and sub-paragraphs of this Agreement that
are intended to refer to provisions in Baseline 7 shall, where necessary, be read
and construed as referring to the equivalent provision in Baseline 7 (as
amended by this Part C); and

2.2.2 to clauses, paragraphs, sub-clauses and sub-paragraphs that are intended to
refer to provisions of this Agreement shall, where necessary, be read and
construed as referring to the relevant provisions of this Agreement that have
been introduced into Baseline 7 as a result of the amendments made by this
Part C.

With effect from the date on which this Part C takes effect, all the licences and sub-
licences granted or procured by Fujitsu Services under Clause 30 of this Agreement in
respect of Fujitsu Background IPR and Third Party Items shall terminate

All software, documents materials or other things provided by Fujitsu Services pursuant
to the licences granted under paragraph 2.1.9 shall be provided "as is" and the Parties
agree that all express and implied warranties and conditions relating to such software,
documents materials and other things are excluded to the full extent permitted by law.

Contract Reversal Charge

Within 30 days of the date that this Part C takes effect, Post Office shall pay to Fujitsu
Services an amount equal to £5,759,327 multiplied by the proportion that the number of
days from (and including) the Amendment Date to (but excluding) the date that this Part
C takes effect bears to 334 (the “Contract Reversal Initial Charge”).

Fujitsu Services shall calculate the following as soon as reasonably practicable within
three months after the date that this Part C takes effect:

3.2.1. the aggregate amount of the charges which would have been payable by Post
Office to Fujitsu Services under Baseline 7 had Baseline 7 been in force and
applied during the Conditionality Period in respect of the HNG-X-Services and
Development Services that were duly provided under this Agreement during the
Conditionality Period (taking account of pre-payments, credits and discounts
that would have been applicable under Baseline 7, including those applicable
having applied paragraphs 2.1.5 and 2.1.6 to Baseline 7); plus

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3.2.2

in relation to each individual (and aggregated for all individuals) employed or
engaged by Fujitsu Services (or its HNG-X Sub-contractors) to deliver Project
HNG-X who would have continued to work on Project HNG-X had it not ceased
in accordance with paragraph 1.1, an amount equal to the charges that would
have been payable by Post Office to Fujitsu Services for work performed in
accordance with the HNG-X Programme Plan by that individual according to the
rates set out in the table in paragraph 2.2 of Schedule D8 (assuming 7.4 hour
days), if work had continued on Project HNG-X after the date that this Part C
takes effect until the earlier of:

3.2.2.1 two months after the date that this Part C takes effect; and

3.2.2.2 the date on which either (i) that individual is redeployed within Fujitsu
Services or a member of the Fujitsu Services Group to undertake work
in respect of any customer of Fujitsu Services or a member of the
Fujitsu Services Group (as the case may be) or (ii) the relevant
engagement terminated, in each case Fujitsu Services having taken
reasonable steps to mitigate exposure to costs by redeploying or
terminating the relevant engagement (and procuring its HNG-X Sub-
contractors do the same),

and the amount determined shall not be more than the estimated aggregate
HNG-X T&M Budget for such work for the relevant period as set out in the
budget report to be delivered in accordance with paragraph 11 of Sub-schedule
B6.2; plus

an amount equal to:

3.2.3.1 the aggregate of all Migration Charges due and which would have
become due to be paid by Post Office in accordance with the provisions
of Schedule D7; minus

3.2.3.2 all amounts paid by Post Office in respect of such Migration Charges
and all of Fujitsu Services’ costs (and associated margin) in relation to
such Migration Charges that Fujitsu Services is able to avoid or mitigate
(having taken reasonable steps to do so); plus

an amount equal to the aggregate of all costs reasonably incurred by Fujitsu
Services (other than those recoverable pursuant to paragraphs 3.2.2 and 3.2.3)
associated with all HNG-X Project Activities and Associated Change Activities
that are ceased in accordance with paragraph 1.1, including but not limited to
any termination charges payable to suppliers and sub-contractors (in all cases
Fujitsu Services being required to take reasonable steps to mitigate its exposure
to such costs); minus

the aggregate amount of the charges which shall have been actually payable to
Fujitsu Services under this Agreement in respect of the HNG-X Services and
Development Services that were duly provided under this Agreement during the

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3.3

3.4

3.5

3.6

5.1

Conditionality Period (taking account of pre-payments, credits and discounts
applicable under this Agreement),

(the “Contract Reversal Adjusted Charge”).
If the Contract Reversal Adjusted Charge is:

3.3.1. greater than the Contract Reversal Initial Charge, Post Office shall pay to
Fujitsu Services an amount equal to the difference; or

3.3.2 less than the Contract Reversal Initial Charge, Fujitsu Services shall allow an
amount equal to the difference as a credit against Charges payable by Post
Office.

The amount (if any) payable by Post Office pursuant to paragraph 3.3.1 shall be
invoiced to Post Office by Fujitsu Services in the same manner as any other Charge
invoiced in accordance with Schedule 9 of Baseline 7 and, subject to paragraph 3.5,
such invoice shall be paid by Post Office within 30 days of receipt.

Should any part of the amount invoiced under paragraph 3.4 be subject to a Dispute,
then Fujitsu Services shall be entitled to be paid for that part not in dispute (including
any part in respect of which such Dispute is subsequently resolved) and which has been
agreed with Post Office and Post Office shall pay such amount within 30 days of receipt
of a valid invoice raised under paragraph 3.4.

For the avoidance of doubt, amounts duly paid to Fujitsu Services under Schedule D8
for HNG-X Development and Associated Change Development and Schedule D7 for
Migration during the Conditionality Period shall not be taken into account in calculating
the amount of the Contract Reversal Adjusted Charge and shall not, by virtue of this
Part C taking effect, be liable to be repaid, and all further amounts payable by Post
Office in accordance with those Schedules for work performed or equipment supplied
during the Conditionality Period shall not, by virtue of this Part C taking effect, cease to
be payable.

Reinstatement

Fujitsu Services shall, as soon as reasonably practicable following this Part C taking
effect, take all necessary steps to reverse the effect of any testing or implementation of
the HNG-X Service Infrastructure (save to the extent that Post Office shall have elected
to continue with the installation of such Infrastructure in accordance with paragraph 1.2
of this Part C). Post Office shall reimburse to Fujitsu Services all reasonable costs and
expenses incurred by Fujitsu Services in performing its obligations under this paragraph.
Fujitsu Services shall raise invoices in accordance with Schedule D2 for such costs and
expenses as they arise.

Further Assurance

Each Party agrees that it shall do all such things as may reasonably be required to give
effect to the provisions of this Part C. Post Office shall reimburse to Fujitsu Services all

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reasonable costs and expenses (including, without limitation, its legal costs in
connection with the re-introduction of and amendment to Baseline 7) incurred by Fujitsu
Services in doing such things. Fujitsu Services shall raise invoices in accordance with
Schedule D2 for such costs and expenses as they arise.

5.2 The Parties shall, as soon as reasonably practicable following the date on which this
Part C takes effect, agree and execute a revised version of this Agreement reflecting all
the changes to be made pursuant to paragraph 2 of this Part C and any other necessary
changes consequent upon the completion or continuing implementation of the
Associated Change Workstreams and/or HNG-X Project Workstream in accordance
with paragraphs 1.1 and 1.2. Any disagreement as to such terms shall be resolved in
accordance with the Dispute Resolution Procedure set out in Schedule A2.

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ANNEX
“Feasibility Work" shall have the meaning set out in paragraph 6.3 of
Schedule 10;
“Aggregate Charges” shall have the meaning set out in paragraph 6.2.11 of
Schedule 10;
44 The value of the Core SI Services provided by Fujitsu Services to Post Office in relation

4.5

6.2.2

6.2.11

to such Pre-paid SI Capacity shall be calculated on a time cost basis in the same way
and at the same rates as it is calculated for Additional Resources in paragraph 6.2.1
without application of the discounts and rebates referred to in paragraph 6.2.2. This
value of Core SI Services shall be adjusted to reflect any applicable discount for
Feasibility Work as described in paragraph 6.3.

Unless otherwise agreed in accordance with paragraph 11.16 of Schedule 20, if the
value of Core SI Services (calculated in accordance with paragraph 4.4) provided in a
Work Period exceeds the Pre-paid SI Capacity for that Work Period, the amount of such
excess shall be charged to Post Office on the basis described in paragraph 6.2.

Post Office shall receive the following discounts on, and rebates against, the Additional
SI Charges payable in accordance with paragraph 6.2.1:

6.2.2.1 if any Additional Resource in respect of which the Additional SI Charges
referred to in paragraph 6.2.1 apply was used by Post Office in relation to
Feasibility Work then the Additional SI Charges shall be reduced by an
amount (if any) calculated in accordance with paragraph 6.3;

6.2.2.2 Post Office shall receive a discount of 20% on the Additional SI Charges as
adjusted in accordance with paragraph 6.2.2.1 (or if no such adjustment
applies as calculated in accordance with paragraph 6.2.1); and

6.2.2.3 Post Office shall be entitled to a rebate against the Additional SI Charges in
accordance with paragraph 6.2.11.

Post Office shall be entitled to a rebate against Additional SI Charges if in respect of any
Financial Year such charges (calculated as if the Additional SI Charges payable by Post
Office in respect of that Financial Year were the Additional SI Charges as adjusted
pursuant to paragraph 6.2.2.1, but without any discount pursuant to paragraph 6.2.2.2)
("Aggregate Charges") fall within one of the thresholds set out in the following table:

Aggregate Charge Thresholds Rebate Percentage

£5,000,001 to £7,500,000 2.5%
£7,500,000 to £10,000,000 5.0%
Over £10,000,000 7.5%

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6.3

6.3.1

Such rebate (if any) shall be the rebate percentage (which corresponds to the threshold
above in which the Aggregate Charges fall) of the Aggregate Charges and shall be
issued to Post Office by Fujitsu Services as a credit against the Additional SI Charges
payable by Post Office in respect of that Financial Year.

Additional Discounts in relation to Feasibility Work

If in any Financial Year the services of the Core SI Team or Additional Resource are
used by Post Office in relation to feasibility studies which the Parties have agreed under
a Work Order to undertake as part of the Strategic Approval Stage and/or the Start-up
and Feasibility Stage of the Development Process ("Feasibility Work") then the value of
the Core SI Services calculated in accordance with paragraph 4.4 and/or the Additional
SI Charges payable in accordance with paragraph 6.2.1 above (as the case may be)
shall be reduced by an amount calculated in accordance with the following formula:

RA (£) = {N / 4} (where the outcome of {N / 4} is rounded down to the nearest whole
number) xR

where:

RA= _ Reduced amount in respect of a particular Professional Service Grade category
(as set out in paragraph 6.2.1) in relation to Core SI Services and/or Additional
Resource.

N= Total number of working days (as described in paragraph 6.2.5), in whole or in
part, of Feasibility Work undertaken by all individuals in the Professional Service
Grade category referred to in RA.

R= Rate per working day (as described in paragraph 6.2.1) for the Professional
Service Grade category referred to in RA.

The above formula shall be applied in respect of each applicable Professional Service
Grade category such that the total reduction to the value of the Core SI Services and/or
Additional SI Charges shall equal the sum of the reduced amounts (RA) for each
applicable category.

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SCHEDULE B1.1

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Version History
Version No. I Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
1.1 26/09/06 Minor corrections
1.2 19/01/07 Further minor amendments
2.0 25/01/07 Baseline copy of 1.2
24 19/03/07 Applying CCN 1206
2.2 22/03/07 Amendment to CCN 1206
3.0 09/07/07 Baseline copy of 2.2
4.0 23/02/09 Baseline copy of 3.1
6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
6.1 23/04/10 Minor tidy up amendments.
6.2 05/05/05 Further minor adjustments
7.0 10/05/10 Moving all schedules to v7.0 as agreed with Fujitsu.
8.0 21/02/12 Moving all schedules to V8.0 in accordance with CCN1294d
9.0 13/01/14 Moving all Schedules to v9.0 in accordance with CCN1349
10.0 10/09/15 CCD reference updates and moving all Schedules to v10.0 in
accordance with CCN1506
11.0 31/03/16 Moving all schedules to v11.0 in accordance with CCN1604
12.0 03/07/17 Moving all Schedules to v12.0
13.0 23-Nov-2020 I Moving all Schedules to v13.0

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SCHEDULE B1.1
DEVELOPMENT SERVICES
1. INTRODUCTION
1.4 This Schedule B1.1 deals with:

1.5

21

1.1.1 the procurement principles in relation to the integration of systems or software
into the Infrastructure, against the background of Fujitsu Services’ potential
appointment as Preferred Systems Integrator as described in Schedule A1, and
the addition of new functionality to the Infrastructure; and

1.1.2 Development Services, as more specifically defined in paragraph 3 below.
Development Services shall be ordered through Work Orders.

This Schedule B1.1 sets out Post Office's and Fujitsu Services’ agreed approach to
contracting for Development Services. This shall include adherence to a generic
Development Lifecycle and its component Development Lifecycle Stages (the operation
and interaction of which for each development project being described in the
Development Methodology agreed for that development project) unless Post Office
adopts a competitive approach to procurement, in which case Post Office may adopt a
different lifecycle approach to suit the development project, as further described below.

This Schedule B1.1 does not deal with (and the Development Services do not include):

1.4.1 except as described in paragraph 3.1.4, the Implementation of Branch Hardware,
which is dealt with under Schedule B1.3;

1.4.2 the operation of and (through the Operational Business Change (Branch Change)
Service or Reference Data changes) modifications to any applications and
systems after their development and implementation under a Work Order, such

operation being dealt with under Schedule B3.1;

1.4.3. services to be provided under the SIP which are dealt with under Schedule B1.2;
or

1.4.4 HNG-X Development or Associated Change Development which are dealt with
under Schedules B6.1, B6.2 and B6.3.

Itis the intention of both Parties that the most suitable procurement method shall be used
as the basis for contracting an individual Work Package.

PROCUREMENT PRINCIPLES

Systems Integration Principles

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Post Office may appoint Fujitsu Services as Preferred Systems Integrator in
accordance with the provisions of Schedule A1. If Fujitsu Services is appointed
as Preferred Systems Integrator, the terms upon which Fujitsu Services assumes
responsibility for any Relevant IT Systems designated by Post Office shall, as
specified in Schedule A1, be agreed under the Change Control Procedure save
that work required to develop any interfaces required between the Relevant IT
Systems and the Infrastructure or other Systems Integration may be, and where
paragraph 2.1.2 applies shall be, provided under a Work Order as H&HNG
Systems Integration in accordance with the provisions of this Schedule.

Whether or not Fujitsu Services or any third party is appointed as the Preferred
Systems Integrator and notwithstanding anything to the contrary in Schedule A1
or this Schedule B1.1, Fujitsu Services shall, throughout the term of this
Agreement, be the exclusive provider to Post Office of:

2.1.2.1 H&HNG Systems Integration described in paragraph 3.1.3.2; and

2.1.2.2 those elements of Hardware Implementation identified in the Annex to
Schedule B1.3 as Hardware Implementation that Fujitsu Services (and
not Post Office or a third party) is entitled to provide, to the extent that
such Hardware Implementation relates to the Infrastructure.

The terms on which Fujitsu Services supplies the services referred to in
paragraph 2.1.2 shall be set out in one or more Work Orders in accordance with
the provisions of this Schedule and the Work Ordering Procedure.

For the avoidance of doubt, the only exclusivity granted to Fujitsu Services under
this Schedule B1.1 is set out in paragraph 2.1.2 of this Schedule.

2.2 Application Procurement principles

2.2.1

2.2.2

2.2.3

Where Post Office requires additional functionality to be integrated within the
Infrastructure it will, wherever practicable and cost effective (and subject to
paragraph 2.2.3) provide such functionality by procuring standard (commercial off
the shelf) applications or Application Services from Fujitsu Services or a third
party software provider rather than carrying out bespoke software development.

Notwithstanding paragraph 2.2.1, where standard applications or Application
Services are not available or not suitable, Post Office may:

2.2.2.1 procure a bespoke application from a third party; or
2.2.2.2 procure a bespoke application from Fujitsu Services.
Subject to paragraph 2.2.4, the selection and deployment of any third party

standard applications or Applications Services or third party bespoke applications
or Applications Services is subject to joint:

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2.2.4

2.2.5

2.2.6

2.2.7

2.2.3.1 verification of the application’s or Applications Services’ technical
compatibility and ability to interface with the Infrastructure, the Horizon
Applications and/or the Business Capabilities and Support Facilities;

2.2.3.2 assessment of the impact on the Infrastructure (including the costs of
implementation) and the HNG-X Services (including the Service Levels
and any limitations on liability). The impact assessment will consider any
operational risks, Service Level lets or caveats which may be
necessitated by the architecture;

2.2.3.3 review of the availability of suitable support capability;

2.2.3.4 assessment against Post Office IT and business strategies and long term
Operating costs; and

2.2.3.5 identification of any additional existing documentation that Post Office
requires from Fujitsu Services to facilitate Post Office’s assessment of
the standard or third party application.

by Post Office and Fujitsu Services.

The verification, assessment and review activities referred to in paragraph 2.2.3
shall utilise the SIP to the extent decided by the Systems Integration Partnership
and Executive Relationship, but Fujitsu Services' involvement shall otherwise be
subject to a Work Order agreed under the Work Ordering Procedure.

Where Post Office chooses to procure a standard or bespoke application from
Fujitsu Services the terms on which it does so shall be set out in one or more
Work Orders in accordance with the Work Ordering Procedure and the provisions
of paragraphs 4 and 5 below.

Where Post Office chooses to procure a standard or bespoke application from a
third party, the commercial and contractual relationship between Post Office,
Fujitsu Services and any third party application or Application Service provider
(including the charges payable to Fujitsu Services) shall be agreed on a case by
case basis. The Parties may adopt whatever commercial and/or contractual
structure is appropriate for the particular circumstances. However, the
commercial and contractual arrangement must take reasonable account of the
impact on the systems and services provided to Post Office by Fujitsu Services.

Fujitsu Services shall not unreasonably refuse to integrate third party applications
or Applications Services into the Infrastructure, taking into account the proposed
commercial terms and the impact such integration will have on the systems and
services provided to Post Office by Fujitsu Services.

3. DEVELOPMENT SERVICES

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3.1 Subject to paragraph 1.4, the following Services (together the “Development Services”)

41

42

may be procured by Post Office from Fujitsu Services under this Schedule B1.1:

3.1.4

3.1.4

Professional Services

Professional services comprising the provision of consultancy and technical
advice by appropriately skilled Fujitsu Services personnel on a T&M basis in
accordance with Schedule D1 under the management of Post Office. Typical
work would include strategy, feasibility and requirements studies. Provision of
such services is separate from but relates to the services described in paragraph
3.1.2 to 3.1.4 below.

Software Development
Software development involves:

3.1.2.1 application development, being the design, development, evaluation,
tailoring/configuration, testing and validation, of application software; and

3.1.2.2 infrastructure software development, being the design, development,
evaluation, tailoring/configuration, testing and validation, of infrastructure
software.

H&HNG Systems Integration
H&HNG Systems Integration involves:

3.1.3.1 the selection and integration of components and the testing of those
components as part of an end to end suite of systems; and/or

3.1.3.2 the implementation of infrastructure and software upgrades and additions
to the Infrastructure (other than the Branch Infrastructure) to interface to
any new systems or applications and support any new services operating
end-to-end as defined by Post Office requirements in the relevant Work
Order.

Hardware Implementation.

CONTRACTING FOR DEVELOPMENT SERVICES

Fujitsu Services and Post Office shall operate a generic development approach (the
“Development Lifecycle”) for Development Services procured by Post Office from Fujitsu
Services under this Schedule B1.1. The Development Lifecycle is made up of six generic
stages (each generic stage being a “Development Lifecycle Stage”) as described in
paragraph 5.

The way in which these Development Lifecycle Stages are executed, and the way they
interact will differ depending on the type of development project, and will be detailed in the

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4.3

44

45

46

Development Methodology agreed by the Parties as most suitable for successfully
delivering the development project in question. The Development Methodology to be
used for each development project shall:

4.2.1 be agreed by the Parties no later than the end of the Requirements Stage (as
described in paragraph 5.4.1) +for that development project;

4.2.2 shall, as a minimum, set out the approach to the Development Lifecycle Stages
(including how the processes and disciplines of the Development Methodology
map to the generic Development Lifecycle and Development Lifecycle Stages)
and the Artefacts to be produced at each Development Lifecycle Stage for that
development project, by each Party; and

4.2.3 _ shall be developed to be consistent with RMG Harmony (so as not to prevent the
use by Post Office of RMG Harmony in relation to that development project.)

Post Office shall be responsible for documenting the Development Methodology agreed
for each development project.

Development Services to be undertaken by Fujitsu Services must be ordered as Work
Orders in accordance with the provisions of Schedule D2. The terms of such Work
Orders shall be determined in accordance with the provisions of paragraphs 4 and 5
unless either paragraph 2.2.6 or paragraph 6 applies, in which case the terms of such
Work Orders shall be determined in accordance with paragraph 2.2.6 or 6 respectively.

The basis for development resource planning of Work Packages shall be the
Development Lifecycle Stages.

The following principles shall be applicable to contracting for Development Services
between Post Office and Fujitsu Services:

4.5.1 clear control for each Development Lifecycle Stage and the responsibility to
deliver associated deliverables will be specified and agreed between the Parties
as vesting in either Post Office or Fujitsu Services but not both;

4.5.2 business control of Work Packages shall be established in accordance with the
governance principles set out in Schedule A2 and the Work Ordering Procedure
in Schedule D2 and each large Work Package will have a senior management
sponsor within both Fujitsu Services and Post Office; and

4.5.3 related responsibilities shall be clearly identified and assigned to specific
individuals in Fujitsu Services or Post Office.

Where the scope and size of a Work Package are substantial, Post Office may request
Fujitsu Services to identify as separable components of work individual Work Package
Elements which could be carried out by third parties under Fujitsu Services’ management.
Where this option is considered, Fujitsu Services will identify any liability, performance,

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5.1

5.2

reliability or other potential service implications of such option and the terms to be
incorporated into a subcontract for such work.

THE DEVELOPMENT LIFECYCLE

Initial Development Lifecycle Stages

The following Development Lifecycle Stages will be led by Post Office who may procure
professional services (as described in paragraph 3.1.1) from Fujitsu Services to support
the work done in the relevant Development Lifecycle Stage.

5.1.1 Strategic Approval Stage, which defines the strategic and architectural framework
within which the changes are to be developed and delivered.

5.1.2 Start-up and Feasibility Stage, in which Post Office develops an outline view of a
potential business requirement with input, where required, from Fujitsu Services:

5.1.2.1 on the indicative cost range for the provision of a potential solution, to
assist Post Office in making an informed decision on:

(a) the business case for proceeding to later stages of the
Development Lifecycle; and

(b) sourcing of solution components; and

5.1.2.2 to assist with an assessment of the most appropriate Development
Methodology to be adopted (with this Development Methodology being
confirmed during the Requirements Stage by the Systems Integration
Partnership); and

5.1.2.3 to give an indication of the scope of any work that Fujitsu Services
proposes be undertaken by any Sub-contractor located outside the
United Kingdom (with this being confirmed during the Solution Definition
Stage).

A key objective of these two Development Lifecycle Stages is to provide sufficient
information to Post Office such that it can make an informed decision about the
procurement approach in respect of the development project as a whole and each
solution component. Post Office shall consider the procurement options by reference to
the provisions of Schedule B1.3 and paragraphs 4.6 and 6 of this Schedule B1.1 before a
decision is made by Post Office on whether it will involve Fujitsu Services in the later
Development Lifecycle Stages or in procuring subcontractors in accordance with
paragraph 4.6, or adopt a competitive approach in accordance with paragraph 6.

Subsequent Development Lifecycle Stages where Development Services are procured
from Fujitsu Services

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5.3 If Fujitsu Services is required to provide Development Services after the Strategic

5.4

5.5

5.6

Approval Stage and the Start-up and Feasibility Stage and a competitive approach is not
adopted by Post Office as described in paragraph 6 of this Schedule B1.1, the remaining
provisions of this paragraph 5 shall be applicable.

The Development Lifecycle Stages that (subject to paragraphs 4.2 and 5.5) shall apply
after the Strategic Approval Stage and the Start-up and Feasibility Stage are described
below.

5.4.1 Requirements Stage, in which production of a full specification of the
requirements and Work Packages is led and managed by Post Office to form the
basis for solution specification and any subsequent contract for development,
implementation, acceptance and operational work.

5.4.2 Solution Definition Stage, managed by Fujitsu Services, in which Fujitsu Services
produces (i) a solution description as defined in the applicable Development
Methodology setting out the proposed solution in response to the Post Office’s
Work Package requirements including any qualifications and caveats applicable
to those requirements and (ii) Commercial Terms detailing the price and
contractual terms applicable to the subsequent Development Lifecycle Stages
(and those applicable to any subsequent stage relating to operational service if
not dealt with in an associated CCN), including confirmation of the details and
scope of any work to be undertaken by any Sub-contractor located outside the
United Kingdom (together with the identity of any such Sub-contractor).

5.4.3 Solution Build and Test Stage, managed by Fujitsu Services, in which Fujitsu
Services undertakes the development, integration and testing of the solution
Work Package (other than any user testing or release validation testing or
elements of solution assurance which will be managed by Post Office) up to, and
including, its acceptance by Post Office.

5.4.4 Implementation Stage, managed by Fujitsu Services, in which Fujitsu Services
undertakes system and software rollout into the live environment (any necessary
Implementation of Branch Hardware having been carried out in accordance with
Schedule B1.3 and, as applicable, this Schedule) together with related planning
and change management, up to acceptance of the solution into live service. Post
Office related business implementation aspects shall be managed by Post Office.

In order to optimise the Development Lifecycle, Development Lifecycle Stages may
overlap or occur in parallel, be combined or, in exceptional cases, omitted. The method of
operation of the Development Lifecycle Stages for each development project will be set
out in the Development Methodology as agreed and documented in accordance with
paragraph 4.2.

Access to business users and clients

Post Office shall provide Fujitsu Services with reasonable access to informed and
empowered business users and clients early in the Development Lifecycle to enable

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5.7

5.8

5.9

5.10

5.14

Fujitsu Services to understand the function/ cost trade offs early in the Development
Lifecycle. In some cases this may be achieved by Fujitsu Services’ provision of personnel
to work in the SIP in accordance with Schedule B1.2.

Access to technical experts

Fujitsu Services shall provide Post Office with reasonable access to informed and
empowered technical experts throughout the Development Lifecycle to enable Post
Office to understand the outputs of the Development Lifecycle.

Documentation

Documentation produced by Fujitsu Services during the Development Lifecycle for a
development project shall be limited to:

5.8.1 for development subsequent to Project HNG-X, unless Post Office notifies Fujitsu
Services otherwise, an update of all relevant documentation within the Solution
Baseline Documentation Set, the introduction of which, to the extent this
Agreement is updated, shall be subject to agreement under the Change Control
Procedure;

5.8.2 documents commissioned by Post Office under Work Order(s) for that
development project; and

5.8.3 documents otherwise required by Fujitsu Services for its own purposes.

With respect to documentation referred to in paragraphs 5.8.1 and 5.8.2, Post Office and
Fujitsu Services will agree a review process which provides appropriate and informed
input within a framework of efficient working. Both parties aspire to continuous
improvement and shall identify new approaches and technology to meet these goals.

Testing and Acceptance

The process applicable to testing of Releases developed for:

5.10.1 the Horizon Service infrastructure or the elements of the Horizon Service
Infrastructure used during the Roll Out Phase, including all Releases designated
by the Parties as ‘T Releases’, shall be as set out in the CCD entitled “Testing
Approach for the Horizon System” (VI/STR/064) together with the paper entitled
“T Release Testing Strategy (Post S92 Testing Strategy)” (version 0.1) (which the
Parties will develop into a CCD by the end of October 2006); and

5.10.2 the HNG-X Service Infrastructure after Initial Acceptance, shall be set out in the
presentation paper entitled “An Approach” (dated 31 March 2006) (which will be
developed by the parties into a CCD based on the testing approach for Project
HNG-X).

The process applicable to Acceptance of Releases developed for:

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5.11.1 the Horizon Service Infrastructure or the elements of the Horizon Service
Infrastructure used during the Roll Out Phase, including all Releases designated
by the Parties as 'T Releases', shall be as set out in the CCD entitled “Horizon
Generic Release Acceptance Process” (PA/PRD/013); or

5.11.2 the HNG-X Service Infrastructure after HNG-X Initial Acceptance, shall be as set

out in a CCD which the Parties shall develop by HNG-x Initial Acceptance based
on the acceptance approach used for Project HNG-X.

Roles and Responsibilities

5.12 Subject to agreement to the contrary in the Work Order for any one or more Development
Lifecycle Stages, the following roles and responsibilities shall apply in relation to the
Development Lifecycle for each project:

5.12.1 Post Office Roles and Responsibilities

5.12.1.1 Post Office shall be responsible for its business change process
from conception, through preliminary business analysis, to solution
architecture and completion of the requirements capture.

5.12.1.2 Post Office shall carry out any responsibilities agreed by it as part of
a Work Order.

5.12.1.3 During the Development Lifecycle Post Office shall:

(a) provide guidance on interpretation of the documents which it
owns;

(b) appoint one delivery manager to manage each Work
Package from Post Office’s perspective;

(c) appoint one Design Authority, covering both business and
technical Work Package aspects;

(d) provide appropriate levels of data for take-on of new
services (as will be described in more detail in the relevant
Work Order) except where such data already exists in the
Infrastructure; and

(e) ready its business to receive the solution (as will be
described in more detail in the relevant Work Order).

5.12.2Fujitsu Services Roles and Responsibilities

5.12.2.1 During the Development Lifecycle, Fujitsu Services shall

(a) complete the Work Orders as agreed with Post Office;

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(e)

provide guidance on interpretation of the documents which it
owns;

arrange a reasonable level of joint Work Package review
checkpoints;

be accountable for the quality of the solution delivered by
the Work Package to meet the agreed acceptance criteria;
and

provide points of contact/authority comparable to those set
out in paragraphs 5.12.1.3(b) and 5.12.1.3(c).

5.12.2.2 Fujitsu Services shall provide a measurement mechanism which
can be used to estimate the functional size and complexity of
software components and which can be used to estimate the
functional size and complexity of future software changes.

§.12.2.3 In accordance with agreed Work Order(s), Fujitsu Services shall
support Post Office in activities necessary for Post Office to
achieve:

(a)

(b)

certification, accreditation or assurance with its Clients or
other third parties; and

e-certification or re-accreditation with its Clients or other
third parties.

5.12.3Joint Roles and Responsibilities

5.12.3.1 During the Development Lifecycle, the Parties shall jointly:

(a)

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agree development project plans, including timescales,
milestones and dependencies, for each development
project to a level of detail to be agreed by the Parties on a
case by case basis;

consult with any other third party suppliers in the
development and agreement of these development project
plans;and

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manage and implement the development project plans
specified in 5.12.3.1(a) above, in accordance with the
applicable provisions of Schedules A2, A3 and D2.

5.12.3.2 Where Fujitsu Services appoints a Sub-contractor to carry out
Development Services Fujitsu Services shall provide to Post Office:

(a)

(b)

(c)

(a)

(e)

Sub-contractor progress reports as made available to Fujitsu
Services, to accompany Fujitsu Services’ progress reports;

updated project plans as made available to Fujitsu Services,
to accompany Fujitsu Services’ project plans;

risks and issues identified by the Sub-contractor included in
the Fujitsu Services risk register to enable such risks and
issues to be subject to the joint risk mitigation process in use
by Fujitsu Services and Post Office;

requirement specifications provided to the Sub-contractor by
Fujitsu Services to enable Post Office to provide clarification
or assistance in the interpretation and understanding of such
specifications if necessary; and

following a reasonable request from Post Office, other
information relating to the work of the Sub-contractor.

5.12.3.3 With regard to the information to be provided pursuant to 5.12.3.2 (a):

(a)

Fujitsu Services shall be allowed to remove any confidential
information of the Sub-contractor provided that where such
information is the cause or likely cause of a material adverse
impact on the agreed timescale or budget for a Fujitsu
Services or Sub-contractor deliverable that information is
provided to Post Office appropriately modified only to protect
its confidentiality; and

variations may be agreed between the Parties on a case by
case basis.

5.12.3.4 Fujitsu Services shall invite Post Office to attend progress meetings
with each Sub-contractor appointed to carry out Development
Services a minimum of once a month or to each progress meeting if
they are held less frequently than once a month.

Offshore Development

5.13 Fujitsu Services will propose which components of a solution are to be produced offshore
on a case-by-case basis and which aspects of development (design, development, test)
are to be produced offshore. Fujitsu Services shall provide reasonable notice to Post

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5.14

5.15

5.16

5.17

6.1

Office to consider such proposals and shall seek Post Office agreement to these
proposals before they are implemented, such agreement not to be unreasonably
withheld. The decision to offshore the development of a component will be based on
information that will include architectural considerations, skills availability, development
knowledge, support constraints and security measures.

Before Fujitsu Services proposes to Post Office, pursuant to paragraph 5.13, that any
development work be undertaken offshore, Fujitsu Services shall, at no cost to the Post
Office, carry out an assessment of the potential risks involved in such work being
undertaken offshore. Such assessment shall consider any potential risks arising from the
physical, logical and management security standards to be followed by the offshore
developer undertaking such work.

Fujitsu Services shall disclose to Post Office (a) the results of the assessment referred to
in paragraph 5.14 and (b) details of the processes, procedures, systems and controls it
has or intends to put in place to address the risks identified in that assessment. The
commencement of any offshore development work shall be conditional on Post Office
confirming to Fujitsu Services that it is satisfied with such assessment and such
processes, procedures, systems and controls.

In the event that the Parties agree that it is necessary for the offshore developer to be
required to put in place any of the following security measures in respect of any
development work undertaken by it offshore:

(a) physically isolating its development environment for the development work
commissioned by Fujitsu Services on behalf of the Post Office from other areas,
with access restricted to only those resources of the offshore developer who are
carrying out such activities; and

(b) isolating the offshore developer's networks for such development environment
from other areas and other networks including data security, network security,
server security, document security and web security; then

as part of any such agreement, the Parties shall also agree any additional charges to be
paid by Post Office for those measures, such charges to reflect any additional costs
incurred by the offshore developer in implementing those measures.

Fujitsu Services shall be responsible for ensuring that the offshore developer implements
and observes any security measures disclosed to Post Office pursuant to paragraph
15.13 (to the extent they are relevant to the offshore developer) or agreed by the Parties
pursuant to paragraph 5.16. Other than as referred to in paragraph 5.16, the cost of such
security measures shall be bome by Fujitsu Services.

COMPETITIVE APPROACH

Having undertaken the Strategic Approval Stage and the Start-up and Feasibility Stage,
Post Office may decide to adopt a competitive approach for the development project in
which case the terms on which any subsequent Development Services are provided by
Fujitsu Services in relation to that development project will be determined through a
competitive process. Post Office shall specify the requirements and processes to be

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6.2

6.3

6.4

6.5

7.1

7.2

7.3

applied to such competitive procurement, dividing the tasks into Work Packages which
may replicate the Development Lifecycle Stages.

If Post Office decides to adopt a competitive approach, the following provisions shall
apply:

6.2.1 If paragraph 2.1.2 applies in respect of a Work Package, Post Office shall procure
that Work Package from Fujitsu Services.

6.2.2 If Fujitsu Services has been appointed as the Preferred Systems Integrator and a
Work Package involves Systems Integration then, unless paragraph 2.1.2 applies,
Fujitsu Services shall be invited to compete for that Work Package in accordance
with paragraph 3.6 of Schedule A1.

6.2.3 In all other cases, Fujitsu Services shall not unreasonably be refused by Post
Office an opportunity to compete for any of the Work Packages.

All Work Packages awarded to Fujitsu Services as part of the competitive process
envisaged by this paragraph shall be procured by Work Order agreed under the Work
Ordering Procedure. Unless the Parties agree otherwise, the provisions of paragraph 5.6
to 5.12 shall apply in relation to such Work Orders.

Post Office shall, with assistance from Fujitsu Services in relation to Work Packages
awarded to Fujitsu Services, plan the stages involved in development work in order to
achieve appropriate time to market that may involve overlapping stages between Post
Office and its suppliers, including Fujitsu Services. However there shall be discrete
decision points such that Fujitsu Services shall be aware whether work undertaken by it in
one stage shall be followed by a competitive procurement in relation to the next stage.

Post Office may procure from Fujitsu Services the establishment of a test environment for
use by a third party developer, where required, as a specific Work Order at the rates and
charges set out in paragraph 10 of Schedule D1.

ACCESS TO AND PROVISION OF DOCUMENTATION RELATING TO THE HORIZON
SERVICE INFRASTRUCTURE

Post Office shall be entitled to have access to and use of Horizon Design Documentation
for any one or more Design Purposes subject to and in accordance with Clauses 30.15.

Internal Design Documentation

Any Internal Design Documentation to which Post Office is entitled to have access shall
be provided by Fujitsu Services to Post Office on an ‘as is’ basis without warranty or
commitment as to its quality, accuracy, completeness or fitness for purpose (all implied
warranties being excluded to the fullest extent permitted at law).

Specially Commissioned Design Documentation

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7.3.1 Post Office may commission Fujitsu Services to produce specially commissioned

7.3.2

design documentation for one or more Design Purposes (‘Specially
Commissioned Design Documentation”).

Fujitsu Services warrants that such Specially Commissioned Design
Documentation shall be produced by appropriately qualified, experienced and
trained personnel with all due skill, care and diligence taking into account good
industry practice and their previous roles within Fujitsu Services relevant to the
subject matter of this Agreement, but any other implied warranties are excluded
to the fullest extent permitted at law.

7.4 Any Fujitsu Services Professional Services required by the Post Office or an applicable
third party to interpret the Horizon Design Documentation shall be provided to the Post
Office on a time and materials basis on the rates set out in Schedule D1, paragraph 10
and shall be subject to the confidentiality undertakings set out in Clause 30.15.2.

8. ASSOCIATED DOCUMENTS,

The following CCDs are associated with this Schedule B1.1:

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Document Reference Document Title

1. VI/STR/086 T Release Testing Strategy (Post S92
Testing Strategy)
(CCD to be developed pursuant to
paragraph 5.10.1)

2 TST/GEN/STG/0004 Generic Testing Approach for HNG-X
(CCD to be developed pursuant to
paragraph 5.10.2)

3. PA/PRD/013 Horizon Generic Release Acceptance
Process

4. PGM/PAS/PRO/0008 Generic Release Acceptance
Process for HNG-X
(CCD to be developed pursuant to
paragraph 5.11.2)

5. PA/STR/003 Pathway Release Policy

6. SD/STD/001 (Replaced ) Horizon Office Platform Service Style
Guide (Replaced )

DES/APP/STD/0001 HNGX-UI Style Guide

7. VI/STR/064 Testing Approach for the Horizon

System

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The following CRDs are associated with this Schedule B1.1:

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Document Reference

Document Title

No CRDs Applicable

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SCHEDULE B1.2
sIP

Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of
signature of CCN 1200

14 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

6.0 15/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu

6.1 14/09/09 Adding provisions for SIP
Executive Meetings

7.0 10/05/10 Moving all schedules to V7.0 as
agreed with Fujitsu

8.0 21/02/12 Moving all schedules to V8.0 in
accordance with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in
accordance with CCN1349

10.0 10/09/15 Moving all Schedules to v10.0
in accordance with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in
accordance with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 Moving all Schedules to V13.0

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SYSTEMS INTEGRATION PARTNERSHIP
SCHEDULE B1.2
1. OBJECTIVES
1.1 The Parties intend that the SIP will act as a means of achieving the Joint Objectives set

1.2

24

2.2

2.3

out in Recitals (E)(d) to (g) (inclusive) of this Agreement.
The Parties agree that the key objectives of the SIP will be to:

1.2.1 identify initiatives to achieve Strive, with a particular emphasis on the delivery of
value added opportunities;

1.2.2 propose methods and processes for the management and overseeing of the
application and development of Post Office’s information technology systems,
so as to drive value from Post Office’s investment in information technology and
meet its overall business objectives; and

1.2.3. provide a mechanism through which innovative techniques, applications and
solutions can be developed and used to achieve the Joint Objectives set out in
Recitals (E)(d) to (g) (inclusive) of this Agreement.

OPERATION OF SIP

In connection with the SIP, Post Office shall have the option exercisable from time to
time to request and Fujitsu Services shall provide, subject to and in accordance with
paragraph 5, one or more personnel up to a maximum of 15 Fujitsu Services personnel
at any one time, or such other numbers of Fujitsu Services personnel as the Parties
may agree from time to time, to form part of the SIP Team, each such individual being a
“Fujitsu Services SIP Team Member’.

Members of the SIP Team shall be deployed by Post Office in accordance with
paragraph 4.1.2 and each member shall be under the day to day management of Post
Office in relation to the tasks performed by that member in accordance with paragraph
24.

Upon provision of a Fujitsu Services SIP Team Member in accordance with paragraph 5,
the SIP Lead Manager will:

2.3.1. provide success criteria and objectives for the duration of that member's
engagement, as agreed with the Fujitsu Services Subject Lead for the Systems
Integration Partnership and Executive Relationship; and

2.3.2 have the right at all times, upon reasonable grounds, to require Fujitsu Services
to remove a Fujitsu Services SIP Team Member prior to the end of the term of
their engagement as a member of the SIP Team, and (if requested in

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accordance with paragraph 5.1) to replace a Fujitsu Services SIP Team
Member, and Fujitsu Services shall comply with such request as soon as
reasonably practicable following receipt. In each case Post Office shall not incur
any liability in relation to any such removal or replacement. At Fujitsu Services’
request, Post Office shall provide Fujitsu Services with its reasons for requiring
Fujitsu Services to remove a Fujitsu Services SIP Team Member.

24 The members of the SIP Team shall carry out such tasks as are allocated to them by
Post Office from time to time to meet the objectives in paragraph 1, including tasks in
the following areas and for the following purposes:

2.4.1

to take the lead in establishing and developing the enterprise architecture, the
associated programme management and selection of suitable related
information tools and processes;

to carry out scoping, strategy and feasibility studies from time to time as
requested by Post Office;

to propose and identify appropriate development methodologies for use on new
projects and programmes of work;

to propose and drive initiatives to achieve net savings in Post Office's costs in
respect of current and future IT developments;

to assist in formulating and documenting Post Office IT strategic plans;

to assist in formulating and validating Post Office business cases (including the

specification of Post Office’s business requirements relating to information

systems and services);

to provide or facilitate the provision of to Post Office information relating to

and/or access to new technology, concepts and techniques developed or

accessible by the Fujitsu Services Group or Fujitsu Limited:

2.4.7.1 where such information or access would be relevant to and capable of
application to the Services or Fujitsu Services’ role (if appointed)_as

Preferred Systems Integrator; and

2.4.7.2 only in so far as Fujitsu Services is entitled to provide to Post Office
such information or access;

to carry out initiatives brought by Fujitsu Services into any strategies that:
2.4.8.1 create net savings in Post Office's non-IT costs; or

2.4.8.2 create additional revenue from new product developments; and

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25

3.1

3.2

44

5.1

2.4.9 to undertake requirements assurance to determine whether initiatives meet Post
Office’s business objectives.

Fujitsu Services shall ensure it provides members for the SIP Team in accordance with
paragraph 5 who have such skills, expertise, access to and knowledge of technology as
required to perform the role requested in accordance with paragraph 5.1.1 and to meet
the objectives in paragraph 1.

SIP RELATIONSHIP AND GOVERNANCE

The governance of the SIP shall be in accordance with the Systems Integration
Partnership and Executive Relationship as set out in Schedule A2 and any Disputes
arising in respect of this Relationship shall be dealt with in accordance with Schedule A2
to this Agreement.

The Parties agree that the provisions relating to the SIP in Schedule A2 will be used as
means of deploying, and utilising, the SIP Team effectively on tasks with a view to
leading to the achievement of Gain Share.

SIP LEAD MANAGER RESPONSIBILITIES

In relation to the SIP, the SIP Lead Manager shall be responsible for:

4.1.1. requesting members of the SIP Team;

4.1.2 deploying and managing members of the SIP Team, subject to any directions
given by the Systems Integration Partnership and Executive Relationship;

4.1.3 reporting on SIP activities and achievements to the Systems Integration
Partnership and Executive Relationship;

4.1.4 approving replacements of, or removing, members of the SIP Team from time to
time; and

4.1.5 producing and maintaining a rolling plan for the activities to be undertaken by
members of the SIP Team.

POST OFFICE ORDERING OF SIP RESOURCE

Any request for Fujitsu Services member(s) of the SIP Team shall be made by the SIP
Lead Manager to Fujitsu Services in accordance with Schedule D2 as a request for a
Work Package and such request shall specify in writing (as a minimum):

5.1.1 _ the proposed role, skills and expertise required;

5.1.2 the preferred start date; and

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5.2

5.3

5.4

5.5

5.6

5.7

5.1.3. the proposed duration of the proposed engagement.

Following a request under paragraph 5.1, Fujitsu Services shall offer as soon as
reasonably practicable appropriate member(s) for the SIP Team for the proposed role(s)
in accordance with Schedule D2 in response to that request for a Work Package, being
either a person:

5.2.1 specifically requested by Post Office; or

5.2.2 if no such request is made or that person is unavailable, a person Fujitsu
Services considers suitable for the proposed role.

Post Office shall have the right, at its sole discretion, to approve or reject any person put
forward by Fujitsu Services for a proposed role but shall otherwise take up the offer
made by Fujitsu Services, if it wishes to do so, by means of a Work Order in accordance
with Schedule D2.

Each engagement of a Fujitsu Services SIP Team Member shall be subject to the terms
and conditions set out in annex D of the CCD entitled “Standard Terms and Conditions
for Work Orders” (BP/STD/003) and the execution of a personal confidentiality
undertaking pursuant to paragraph 10.

Notwithstanding the agreed duration for the engagement of a Fujitsu Services SIP Team
Member as a member of the SIP Team, Fujitsu Services shall be entitled to undertake
rotation of Fujitsu Services SIP Team Members, planned in consultation with Post
Office, to ensure members of the SIP Team provided by Fujitsu Services have the
requisite skills and/or knowledge refresh. For the purposes of this paragraph 5.5,
‘rotation’ shall mean the removal of a Fujitsu Services SIP Team Member from the SIP
Team and his replacement and/or his allocation to a different role within the SIP Team.

If required by Post Office, Fujitsu Services will procure that the relevant Fujitsu Services
SIP Team Member will undertake his or her duties at a Post Office site as directed by
the SIP Lead Manager.

Fujitsu Services shall not be obliged to make any Fujitsu Services SIP Team Member
available for service during any period of incapacity on the part of that member due to
illness or injury. In such circumstances, Post Office shall have the right to require the
removal of that individual from the SIP Team in accordance with paragraph 2.3.2 where
such individual is incapacitated for a period of one month or more (as aggregated)
during the term of his or her engagement and such right shall, for the purposes of
paragraph 2.3.2, be deemed to be upon reasonable grounds in such circumstances.

CHARGES FOR SIP RESOURCE

The SIP Charges shall apply in accordance with the provisions of paragraph 11 of
Schedule D1.

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7. GAIN SHARE
7 On the basis that the SIP Charges are derived from Fujitsu Services’ costs of

7.2

10.

employment as described in paragraph 11 of Schedule D1, the Parties intend that the
mechanism of Gain Share will operate as a means of recognising contributions made by
the SIP Team in achieving the Joint Objectives set out in Recitals (E)(d) to (g) (inclusive)
of this Agreement.

Accordingly, the sharing of any benefits resulting from cost saving initiatives or future
development work arising out of the tasks carried out by the SIP Team shall be
determined in accordance with Schedule D3.

FUJITSU SERVICES RESPONSIBILITY

Fujitsu Services shall be responsible for the acts and omissions of Fujitsu Services SIP
Team Members as though such acts or omissions were Fujitsu Services’, save if and to
extent such acts or omissions directly relate to tasks duly performed by Fujitsu Services
SIP Team Members that have been allocated to such individuals in accordance with
paragraph 2.4 under Post Office management pursuant to paragraph 2.2, in which case,
notwithstanding Clause 58, Post Office shall, without prejudice to paragraph 2.5 of this
Schedule and clause 9.2 of Annex D of the CCD entitled “Standard Terms and
Conditions for Work Orders” (BP/STD/003), be responsible for such acts and omissions.

POST OFFICE INDEMNITY

Post Office shall indemnify and keep indemnified Fujitsu Services against any and all
liability suffered or incurred by Fujitsu Services as a result of claims made against it by
any of the Fujitsu Services SIP Team Members arising out of or in connection with,
during the course of performing their role as a Fujitsu Services SIP Team Member, acts
or omissions of Post Office, its employees, contractors or SIP Team members (other
than SIP Team members provided by Fujitsu Services) (including, without limitation, any
acts or omissions in respect of the Post Office exercising its rights under paragraphs
2.3.2 or 5.7), if and to the extent such acts or omissions constitute harassment or
discrimination by the Post Office.

CONFIDENTIALITY
In relation to the SIP:

10.1.1 Fujitsu Services shall procure that each Fujitsu Services SIP Team Member
shall execute a personal confidentiality undertaking in the form attached in the
Annex A to this Schedule B1.2 which shall govern the disclosure of Confidential
Information insofar as such Confidential Information is obtained in the course of
that person carrying out his or her role in the SIP and which:

10.1.1.1 relates to IT technologies and solutions, service management, prices,
services, contracts or other proprietary information or commercial

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10.1.2

10.1.3

10.1.4

affairs of Post Office, a member of the Royal Mail Group or any IT
suppliers; or

10.1.1.2relates to any procurement or other supplier selection activity
undertaken by Post Office; or

10.1.1.3relates to Post Office’s management of Fujitsu Services and its
subcontractors or its management of other IT suppliers, including
without limitation, budgets, business cases, project authorisation,
change control and disputes; or

10.1.1.4relates to the specification, review and approval of work that may be
awarded to Fujitsu Services or other IT suppliers; or

10.1.1.5is normally only accessible by employees of Post Office or a member
of the Royal Mail Group and to which the Fujitsu Services SIP Team
Member is given access in the course of carrying out his or her
assignment with Post Office and was made aware or ought reasonably
to have been aware of such restricted access; or

10.1.1.6is stated in writing by Post Office to be Confidential Information
disclosed for the purposes of the activities of the SIP,

(“SIP Confidential Information”);

Fujitsu Services shall ensure that all employees and directors of Fujitsu
Services who work with Fujitsu Services SIP Team Members are aware that
such members are required to keep SIP Confidential Information confidential
and that if such employees or directors should obtain any SIP Confidential
Information that they too shall keep it confidential and keep it secure in the
same way as Fujitsu Services secures its own Confidential Information.

At any time on written demand from Post Office, the SIP Confidential
Information and all documents and other materials in which it is contained
(including all copies) in the possession or control of Fujitsu Services SIP Team
Members, Fujitsu Services, a member of the Fujitsu Services Group or a
subcontractor of Fujitsu Services shall be delivered to Post Office or destroyed,
if Post Office so chooses, as soon as is reasonably practical;

Fujitsu Services shall:
10.1.4.1 procure that each Fujitsu Services SIP Team Member complies with the
terms and conditions of his or her personal confidentiality undertaking

entered into in accordance with paragraph 10.1.1;

10.1.4.2ensure that no employee of Fujitsu Services, a member of the Fujitsu
Services Group or its subcontractors who is not a Fujitsu Services SIP

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11.

12.

12.1

Team Member solicits disclosure of any SIP Confidential Information
from any Fujitsu Services SIP Team Member; and

10.1.4.3 ensure that SIP Confidential Information in the possession or control of
each Fujitsu Services SIP Team Member in tangible form is returned to
Post Office and all electronic copies of such information in the
possession or control of the Fujitsu Services SIP Team Member are
irretrievably deleted on completion of that Fujitsu Services SIP Team
Member's assignment to the SIP;

10.1.5 this paragraph 10 shall not be deemed to imply the grant of Fujitsu Services’
agreement or consent to the disclosure by Post Office to a third party of (i) any
Confidential Information under this Agreement or (ii) other information disclosed
to Post Office by Fujitsu Services pursuant to an obligation of confidentiality;
and

10.1.6 Post Office shall ensure that it has obtained all agreements and consents
necessary for the disclosure of any third party information to Fujitsu Services
SIP Team Members, including as may be required under the FOIA or the EIR, in
respect of which paragraph 2.9 of Schedule A4 shall apply.

SIP AND EXECUTIVE RELATIONSHIP
In relation to the SIP and Executive Relationship meetings Fujitsu Services shall
procure that before any disclosure or discussion of SIP Confidential Information takes

place;

11.1.1. both parties will sign the Confidentiality Agreement attached to this Schedule as
Annex B;

11.1.2 each FS SIP and Executive Relationship member (As defined in Annex B to this
Schedule, paragraph 1.1) must sign a SIP and Executive Relationship
Undertaking Form, attached as Annex C to this Schedule; and

11.1.3 each FS SIP and Executive Relationship member must have read and
understood the provisions of the Confidentiality Agreement.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule B1.2:

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Document Reference Document Title

1. BP/STD/003 Standard Terms and Conditions for
Work Orders

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12.2 There are no CRDs associated with this Schedule B1.2.

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To: [

ANNEX A

Form of Undertaking

Fujitsu Services Limited.
Post Office Account
Lovelace Road

Bracknell

Berks RG12 8SN

Signed:

Name:

Date:

lam [an employee of][contracted to] Fujitsu Services Limited and have been assigned
to a role in the Systems Integration Partnership established by Post Office Limited.

I confirm that I have received a copy of the confidentiality provisions set out in
paragraph 10 of Schedule B1.2 of the Agreement between Post Office Limited and
Fujitsu Services Limited dated 28th July 1999 (as amended) relating to information I
may receive in that role (the “Confidentiality Provisions”).

I will deal with all SIP Confidential Information in accordance with the manner
prescribed in the Confidentiality Provisions and I undertake to keep such information
safe and confidential, as set out in the Confidentiality Provisions. 5.The definitions
contained in the Confidentiality Provisions shall apply in this undertaking.

I, the undersigned individual, acknowledge and agree that nothing in this undertaking
shall confer on any third party any benefit, nor the right to enforce any of its
provisions.

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ANNEX B - Confidentiality Agreement

Acceptance of Information in Confidence from Post Office LTD.

BETWEEN

POST OFFICE LTD. Registered in England and Wales, under registered number
2154540, whose registered office is 148 Old Street, London EC1V 9HQ (“POL”),
and;Fujitsu Services Limited whose registered office is at 22 Baker Street, London
W1U 3BW (“Fujitsu”).

RECITAL

Pursuant to arrangements between the parties, a Systems Integration Partnership (“SIP”)
has been established (as defined below). Members of the SIP and Executive Relationship
(as defined below) will discuss Special Confidential Information (as defined below) and the
parties have agreed that the following terms shall apply to such provisions.

AGREEMENT

1.

Definitions used in this Agreement:

1.1. Fujitsu SIP and Executive Relationship Member means a Fujitsu employee
attending the SIP and Executive Relationship meeting.

1.2, Fujitsu SIP Member means an employee of Fujitsu or an individual who, whilst not
an employee, performs the tasks of employees under contract to Fujitsu who, by
agreement between the parties, is assigned to a role in the SIP.

1.3. Other Agreements means the agreement between POL and Fujitsu dated 28 July
1999 and any other written non-disclosure or confidentiality agreement between
them;

1.4. Other IT Suppliers means any company other than Fujitsu (and its subcontractors)
which provides (or is being considered as a potential provider of) IT services, other
services or equipment to POL.

1.5. SIP and Executive Relationship means a contractual meeting to govern the
Systems and Integration Partnership and Executive Relationship set out in
Schedule A2 of the Main Agreement.

1.6. Special Confidential Information means information which the Fujitsu SIP
Members obtain in the course of carrying out their roles in the SIP and which:

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1.6.1. relates to IT technologies and solutions, service management, prices,
services, contracts or other proprietary information or commercial affairs of
Other IT Suppliers; or

1.6.2. relates to any procurement or other supplier selection activity undertaken
by POL; or

1.6.3. relates to POL’s management of Fujitsu and its subcontractors or its
management of Other IT Suppliers, including without limitation, budgets,
business cases, project authorisation, change control and disputes; or

1.6.4. relates to the specification, review and approval of work that may be
awarded to Fujitsu or Other IT Suppliers; or

1.6.5. is normally only accessible by employees of POL, its holding company or a
member of its holding company's group and to which the Fujitsu SIP and
Executive Relationship Member has access in the course of carrying out
their assignment with POL; or

1.6.6. is stated in writing to be such by POL.

1.7. Systems Integration Partnership (“SIP”) means the team established by POL
comprised of SIP Members, employees of POL and individuals who, whilst not
employees of POL, performs the tasks of such employees under contract to POL,
to carry out such tasks (related to the development of POL’s business and
systems architecture and the specification of POL’s business requirements
relating to information systems and services) as POL may from time to time assign
to that team.

2. Fujitsu shall provide each Fujitsu SIP and Executive Relationship Member, before they
attend any SIP and Executive Relationship meeting, with a copy of this Agreement, and
shall ensure that no Fujitsu SIP and Executive Relationship Member takes up such role
without having first executed a personal confidentiality undertaking in the form set out in
the Annex.

3. Fujitsu shall ensure that:

3.1. Fujitsu SIP and Executive Relationship Members do not disclose Special
Confidential Information to any person other than POL employees, individuals who
perform the tasks of such employees within POL, other Fujitsu SIP and Executive
Relationship Members, SIP members, and such other persons as POL may
authorise in writing to receive it;

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3.2. Special Confidential Information is used only for the purposes of performing tasks
assigned to the Fujitsu SIP Members and discussion at the SIP and Executive
meetings, or other purposes for which it is provided, as specified by POL to each
Fujitsu SIP and Executive Relationship Member. In the case of information provided
by or relating to another IT Supplier, such purpose is restricted to POL’s
procurement or receipt of services or equipment from such supplier unless POL
advises the Fujitsu SIP and Executive Relationship Member otherwise;

3.3. No employee of Fujitsu or its subcontractors who is not a Fujitsu SIP and Executive
Relationship Member or Fujitsu SIP Member solicits disclosure of any Special
Confidential Information from any Fujitsu SIP and Executive Relationship Member;
and

3.4. Special Confidential Information held by each Fujitsu SIP and Executive
Relationship Member in tangible form is returned to POL and all electronic copies of
such information held by the Fujitsu SIP and Executive Relationship Member are
irretrievably deleted on completion of that Fujitsu SIP and Executive Relationship
Member's assignment as a SIP and Executive Relationship Member.

4. Fujitsu shall ensure that all employees and directors of Fujitsu who work with Fujitsu
SIP and Executive Relationship Members are aware that Fujitsu SIP and Executive
Relationship Members are required to keep Special Confidential Information confidential
and that if such employees or directors should obtain any SIP Confidential Information
(or other Fujitsu directors or employees in receipt of Special Confidential Information)
that they too shall keep it confidential and keep it secure in the same way as Fujitsu
secures its own confidential information. At any time on written demand from POL, the
Special Confidential Information and all documents and other materials in which it is
contained (including all copies) in the possession or control of Fujitsu or a subcontractor
of Fujitsu shall be delivered to POL or destroyed, if POL so chooses, as soon as is
reasonably practical.

5. Neither this Agreement nor, for the avoidance of doubt, any undertaking signed by a
Fujitsu SIP and Executive Relationship Member in the form set out in the Annex shall
apply to Special Confidential Information;

5.1. which can be shown to have been published or lawfully known to Fujitsu from some
source other than POL; or

5.2. lawfully known to the Fujitsu SIP and Executive Relationship Member other than in
the course of his assignment; or

5.3. which becomes publicly available other than through a breach of this Agreement or
a breach of any Other Agreement; or

5.4. which has been or is subsequently disclosed to Fujitsu under any Other Agreement.

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6. This Agreement shall not be deemed to imply the grant of or agreement to grant a
licence of any of its intellectual property rights by POL.

7. For the avoidance of doubt, nothing in this Agreement shall confer on any third party
any benefit nor the right to enforce any term of this Agreement.

8. This Agreement shall not be deemed to imply the grant of Fujitsu’s agreement or
consent to the disclosure by POL of any information disclosed to POL by Fujitsu under
any Other Agreement, other than in accordance with such Other Agreement.

9. This Agreement is governed by and shall be construed in accordance with English Law

and the parties hereby submit to the exclusive jurisdiction of the High Court of England
and Wales.

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Signed by

for and on behalf of Fujitsu Services Limited

Name in block capitals: Guy Wilkerson
Title: Commercial Director
Address: Lovelace Road,

Bracknell

RG12 8SN

Date:

Signed by

For and on behalf of Post Office Limited

Name in block capitals:
Title:
Address:

Date:

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ANNEX C

SIP and Executive Relationship Undertaking Form
To: [NAME]

Fujitsu Services Ltd.

Post Office Account

Lovelace Road

Bracknell

Berks RG12 8SN

1. Iaman employee of Fujitsu Services Limited who will be attending the SIP and
Executive Relationship meeting

2. I confirm that I have received a copy of the confidentiality agreement between Post
Office Limited and Fujitsu Services Limited dated xx/xx/xxxx relating to information I
may be involved in discussions of in the SIP and Executive Relationship meeting (the
“Confidentiality Agreement”).

3. I will deal with all Special Confidential Information in accordance with the manner
prescribed in the Confidentiality Agreement and I undertake to keep such information
safe and not to disclose it to any person not entitled to receive it, as set out in the
Confidentiality Agreement.

4. The definitions contained in the Confidentiality Agreement shall apply in this
undertaking.

5. Fujitsu Services Limited and the undersigned individual acknowledge and agree that
nothing herein shall confer on any third party any benefit, nor the right to enforce any of

its provisions.

Signed:

Name:

Date:

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Version History

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SCHEDULE B1.3

BRANCH HARDWARE IMPLEMENTATION SERVICES

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Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all schedules to V8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Updating as per CCN1423c and moving all
Schedules to v11.0 in accordance with CCN1604

12.0 03/07/17 Moving all Schedules to V12.0

13.0 23-Nov-2020 Moving all Schedules to V13.0

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3.1

3.2

3.3

41

4.2

43

SCHEDULE B1.3

BRANCH HARDWARE IMPLEMENTATION SERVICES

DEFINITIONS

In this Schedule B1.3 the term Branch shall have the same meaning as set out in
Schedule1 (Interpretation), save that where Implementation activities occur in respect of
other premises such as, without limitation, CTOs, the term Branch in this Schedule B1.3
shall, in respect of such Implementations, be read to include such premises.

INTRODUCTION

This Schedule B1.3 sets out provisions and governing principles regarding the
Implementation of Branch Hardware and Stand-Alone Hardware.

HARDWARE IMPACT ASSESSMENT

Where Post Office wishes to carry out the Implementation of Branch Hardware it shall
procure a Hardware Impact Assessment from Fujitsu Services.

Where Post Office wishes to carry out the Implementation of Stand-Alone Hardware it
may procure a Hardware Impact Assessment from Fujitsu Services.

Where Hardware Impact Assessments for Branch Hardware or Stand-Alone Hardware
are procured in accordance with paragraphs 3.1 or 3.2 of Schedule B1.3, such
Hardware Impact Assessments shall be carried out by the Parties jointly.

IMPLEMENTATION OF BRANCH HARDWARE AND STAND-ALONE HARDWARE

Where following Hardware Impact Assessment Post Office decides to proceed with
Implementation and procure the applicable Branch Hardware or Stand-Alone Hardware
Post Office shall either:

4.1.1 procure the entire Implementation (other than elements specifically reserved to
Post Office) from Fujitsu Services; or

4.1.2 procure certain of those elements of the Implementation from Fujitsu Services
and either carry out the remaining elements itself or contract with third parties to
do so.

The table set out in the Annex to this Schedule sets out a non-exhaustive list of those
elements of the Implementation of Branch Hardware or Stand-Alone Hardware which
may be carried out by Post Office, Fujitsu Services and third parties.

Where Fujitsu Services is intended to carry out the whole, or any element, of the
Implementation of Branch Hardware (including a Hardware Impact Assessment and
related planning activities) the Work Ordering Procedure shall be used for the relevant
Work Package Elements and the provisions of paragraph 5 of this Schedule shall apply

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44

45

5.1

5.2

5.3

6.1

to such Implementation in addition to the Commercial Terms agreed as part of the
relevant Work Order. In the event of any conflict between such Commercial Terms and
the provisions of this Schedule, the Commercial Terms shall prevail.

Where Fujitsu Services is intended to carry out the whole, or any element, of the
Implementation of Stand-Alone Hardware, the Work Ordering Procedure shall apply and
the provisions of paragraph 5 shall apply as though references to “Branch Hardware”
were to "Stand-Alone Hardware".

Where any third party carries out the whole, or any element, of the Implementation of
Branch Hardware or Stand-Alone Hardware, the provisions of paragraph 6 of this
Schedule shall apply to such Implementation.

PROVISIONS APPLICABLE TO ELEMENTS OF IMPLEMENTATION PROVIDED BY
FUJITSU SERVICES

Charges
Fujitsu Services’ prices for Implementation, or any element of Implementation, shall be

based, unless otherwise agreed by the Parties, on the principles set out in paragraph
13.4 of Schedule D1.

Liability, Risk And Title

Where Fujitsu Services (or its chosen third party supplier) carries out Installation it shall
be liable for any damage to:

5.2.1 physical property (including, for the avoidance of doubt, damage to the
Infrastructure) together with any reasonable costs incurred by Post Office in
repairing such damage (including the cost of work involved); and

5.2.2 data (in which case Fujitsu Services is responsible for retrieving such data),

which occurs at a Branch as a direct result of such Installation work.

Non-technical support

For each Installation Post Office shall provide non-technical operational support (e.g.
access to Branches).

PROVISIONS APPLICABLE WHERE ELEMENTS OF IMPLEMENTATION PROVIDED
BY POST OFFICE OR A THIRD PARTY

Commercial/Contractual Relationship

The commercial/contractual relationship between Post Office, Fujitsu Services and any
third party supplier, including the charges payable to Fujitsu Services by Post Office,
shall be agreed on a case by case basis for each Implementation. The parties may
adopt whatever commercial/contractual structure is appropriate for the particular

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6.2

6.3

6.4

circumstances. However, the commercial/contractual arrangement must take into
account the impact on the systems and services provided to Post Office by Fujitsu
Services. Fujitsu Services shall not unreasonably refuse to accept proposed
commercial/contractual terms for the Implementation of Branch Hardware or Stand-
Alone Hardware. Fujitsu Services may base its decision to reject proposed terms on
commercial and/or an adverse outcome of Hardware Impact Assessment.

Branch Hardware Procurement

Until 318' March 2015, 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. Until 31S' March
2015, prior to physical transfer of the Branch Hardware to Fujitsu Services or
incorporation of the Branch Hardware into the Infrastructure (whichever is earlier) Post
Office shall use reasonable endeavours to transfer to Fujitsu Services the benefit of and
right to the third party warranty provisions.

Installation

6.3.1 Fujitsu Services shall not unreasonably refuse to give Post Office, or its
designated supplier, the authority to disconnect and reconnect elements of the
Infrastructure at Branches as part of an Installation.

6.3.2 Where Post Office (or its chosen third party supplier) carries out Installation it
shall be liable for any damage to physical property or data which occurs at a
Branch (including, for the avoidance of doubt, damage to the Infrastructure) as
a direct result of such Installation work.

6.3.3 Notwithstanding paragraph 6.3.2, where Post Office or its third party supplier
carries out Installation work, Fujitsu Services shall be liable for any damage to
the Infrastructure or data in accordance with paragraph 5.2 where:

6.3.3.1 such damage occurred as a result of the Post Office or its chosen third
party supplier carrying out such Installation work in accordance with

installation specifications provided by Fujitsu Services;

6.3.3.2 the damage would not have occurred if the Fujitsu Services installation
specifications had not been followed; and

6.3.3.3 Post Office or its third party supplier acted in the manner of a
reasonable and skilled provider of Installation services in following the
installation specifications.

Service Levels

Fujitsu Services shall be granted relief from any applicable Service Levels:

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6.4.1. where such relief is agreed as part of the contractual arrangements for the
Implementation; and/or
6.4.2 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 Management Relationship.
7. ASSOCIATED DOCUMENTS

7.1 There are no CCDs associated with this Schedule B1.3.

7.2 There are no CRDs associated with this Schedule B1.3.

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ANNEX TO SCHEDULE B1.3

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IMPLEMENTATION OF BRANCH HARDWARE AND STAND-ALONE HARDWARE

SERVICE TYPE SERVICE ELEMENT I PARTY/PARTIES WHICH MAY CARRY
DESCRIPTION OUT THE SERVICE ELEMENT
(Yes/No =“Y” or “N”)
Fujitsu Post Office I Third
Services Party
Hardware Impact Y Y Y
Assessment-
Branch Hardware
Hardware Impact Y Y Y
Assessment- Stand
Alone Hardware
Hardware (includes procurement of I N Y Y
Procurement integral software and
hardware tools)
Implementation Testing of Branch I ¥ N Y
Support Hardware and provision of
test results.
Provision of tests to be I Y N Y
carried out by third parties
in respect of Branch
Hardware.
Rollout of software to the I Y N Y
Infrastructure to facilitate
Installation.
Provision of bespoke I Y N Y
software tools to facilitate
connection to or
disconnection from the
Infrastructure.
The provision ofIN N Y
installation specifications
in respect of Branch
Hardware.

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Testing of Stand-Alone
Hardware and provision of
test results.

Provision of tests to be
carried out by third parties
in respect of Stand-Alone
Hardware.

The provision of
installation specifications
in respect of Stand-Alone
Hardware.

where such __ incidents
concern the Infrastructure
or any of the services or
software provided by
Fujitsu Services as part of
Implementation Support.

Resolution of incidents I Y

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 / Stand-Alone
Hardware to Branches.

Modification of Branch
Hardware _/ Stand-Alone

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Hardware to facilitate
installation of the Branch
Hardware / Stand-Alone
Hardware.

Physical installation,
replacement or removal of
Branch Hardware / Stand-
Alone Hardware.

Testing at Branches to
determine/facilitate
installation of the Branch
Hardware / Stand-Alone
Hardware.

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SCHEDULE B2
BUSINESS CONTINUITY
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
6.1 31/03/10 Applying changes as per CCN1276a
7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu
8.0 21/02/12 Moving all schedules to v8.0 in accordance with CCN1294d
9.0 13/01/14 Moving all Schedules to v9.0 in accordance with CCN1349
10.0 10/09/15 CCD Update and moving all Schedules to v10.0 in

accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1423c and moving all
Schedules to V11.0 in accordance with CCN1604

12.0 03/07/17 Applying changes as per CCN 1610 and moving all
schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1616b, CCN1617a and moving all
Schedules to v13.0

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SCHEDULE B2
BUSINESS CONTINUITY
1. GENERAL
141 Fujitsu Services shall ensure that the Applicable Services are supported by Business

1.2

1.3

16

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 B2, the Business Continuity Plans shall
not be subject to Post Office approval.

Fujitsu Services shall ensure that the Business Continuity Plans for the Applicable
Services are compatible with the overall service continuity framework set out in the CCD
entitled “HNG-X Business Continuity Framework” (SVM/SDM/SIP/0001)).

Ownership of all contingency actions shall be identified in the Business Continuity Plans.
Contingency actions to be undertaken by Post Office in the event a Business Continuity
Plan is activated, shall be agreed by the Parties before inclusion in that plan.

The Business Continuity Plans shall include activation procedures and time periods within
which the contingency measures shall be activated.

The testing strategy for Business Continuity Plans shall be in two distinct parts:

1.6.1 _ initial testing before commencing the implementation of new services introduced
under the Change Control Procedure; and

1.6.2 regular testing of relevant Service components.

The Business Continuity Plans, the scheduling of regular tests and the review of such
tests shall be subject to joint periodic review (at least four times per year) by the Business
Continuity Managers, the findings of such reviews to be reported to the Service
Management Relationship.

When a contingency or continuity operation is invoked as a result of a fault in the
Applicable Services provided by Fujitsu Services, then the provisions of the relevant
Service Description(s) that are affected 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

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24

22

3.1

44

the operation of the HNG-X Services and/or the HNG-X Service Infrastructure. Fujitsu
Services’ charges in respect of such co-operation and assistance (which shall be paid by
Post Office to Fujitsu Services) shall be calculated on a time and materials basis using
Fujitsu Services’ rates as set out in paragraph 10.4 of Schedule D1.

Fujitsu Services shall comply with its obligations (if any) set out under the section entitled
“Business Continuity" in the Service Descriptions.

PLAN UPDATES

Fujitsu Services shall update the CCD entitled “HNG-X Business Continuity Framework”
(SVM/SDM/SIP/0001)) to include any:

2.1.1 references to new Business Continuity Plans and/or tests necessary to reflect:
2.1.1.1. any new services introduced under the Change Control Procedure; and

2.1.1.2 changes to Applicable Services brought about as a result of the
introduction of new services,

and shall submit that updated CCD to Post Office (for agreement) by the
applicable date specified in the relevant project plan (if any) or otherwise agreed
between the Parties; and

2.1.2 changes to references to Business Continuity Plans and descriptions of tests (to
the level of detail required in the CCD entitled “HNG-X Business Continuity
Framework” (SVM/SDM/SIP/0001)) necessary to reflect changes to any
Applicable Service such updates to be submitted to Post Office at such times as
the changes take place.

All updates to the CCD entitled “HNG-X Business Continuity Framework”
(SVM/SDM/SIP/0001)) submitted to Post Office in accordance with paragraph 2.1 are
subject to agreement by Post Office, such agreement not to be unreasonably withheld.

MISCELLANEOUS

In the event of any major business continuity incident (“MBCI"), and when agreed
necessary by Post Office and Fujitsu Services’ Business Continuity Managers for
potential MBCls, Fujitsu Services shall provide a report according to the principles set out
in the Working Document entitled “Operational Level Agreement for Business Continuity
between Post Office Ltd and Fujitsu Services” (CON/NGN/005).

FAILOVER TO SUNGUARD SITE

Notwithstanding anything to the contrary in this Schedule B2 or the CCD entitled “HNG-
X Business Continuity Framework” (SVM/SDM/SIP/0001)) until such time as:

4.1.1 fully operational standby systems have been installed by Post Office or its
contractors at the Sunguard Site; and

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4.1.2 Fujitsu Services’ access to those systems has been established and tested,
there will be no fail-over capability to the Sunguard Site required for the links between the

Data Centres and the EDG at the Huthwaite site in the event of failure of those links or
the Huthwaite site.

5. Paragraph removed by CCN1610
5.1 Not Used

5.2 Not Used

5.3 Not Used

6. ASSOCIATED DOCUMENTS

6.1 The following CCDs are associated with this Schedule B2:

Document Reference Document Title

HNG-X Business Continuity Framework
SVM/SDM/SIP/0001

2 Not Used Not Used

3 Withdrawn in CCN1616b

4 Not Used Not Used

6.2 There are no CRDs associated with this Schedule B2.

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SCHEDULE B3.1
HNG-X Services
Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

44 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

1.3 07/12/06 Further minor corrections from FS

1.4 19/01/07 Further minor amendments

2.0 25/01/07 Baseline copy of 1.4

3.0 23/02/09 Baseline copy of 2.1

3.41 12/06/09 Applying changes as per CCN 1252a

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 31/03/10 Applying all changes as per CCN1276a

6.2 01/04/10 Applying changes as per CCN1270

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes as per CCN1306a and CCN1294d

9.0 13/01/14 Applying changes as per CCN1349,1307a,1322b, 1329a
and CCN1400

10.0 10/09/15 Applying changes as per CCN1409a, CCN1418, CCN1419,
CCN1421a and as subsequently amended in this CCNxxxx
and moving all Schedules to V10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN1423c, CCN1500a,
CCN1512c, CCN1600 and moving all Schedules to V11.0
in accordance with CCN1604

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03/07/17

Applying changes as per CCN1601b, CCN1602a,
CCN1609d, CCN1610, CCN1620c, CCN1621 and moving

all Schedules to V12.0

23-Nov-2020

Updating as per CCN1612b, CCN1616b, CCN1617a,
CCN1633a, CCN1637b and CCN1644a and moving all

Schedules to v13.0

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1. INTRODI

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IHNG-X SERVICES

UCTION

141 This Schedule B3.1 sets out the HNG-X Services that shall be performed by Fujitsu

Services.

1.2 The four

Tables in paragraph 2 of this Schedule B3.1 together set out the HNG-X Services

other than the BCSF Service, to be delivered by Fujitsu Services.

1.2.1

1.2.2

1.2.3

1.2.4

Table A contains the Operational Services corresponding to the Operational
Charges Table in Annex B to Schedule D1.

Table B contains the Call-Off Services in respect of which additional Charges
are payable when such Call-Off Services are ordered under paragraph 7 of
Schedule D1.

Table C contains the Service Integration Services, the Charges for which are
described within paragraph 8 of Schedule D1.

Table D contains the Third Party Management Services, the Charges for which
are described within paragraph 9 of Schedule D1.

1.3 The columns in the Tables in paragraph 2 of this Schedule set out for each HNG-X

Service, other than the BCSF Service, the following information:

1.3.1 the name of the HNG-X Service;

1.3.2 the CCD(s) containing the Service Description in accordance with which that
service shall be performed prior to the Trigger Event referred to in paragraph
1.3.3;

1.3.3 the event or date identified in the column headed “Trigger Event” at which point
the CCD(s) referred to in paragraph 1.3.2 shall be replaced in relation to defining
the HNG-X Service and the CCD(s) referred to in paragraph 1.3.4 shall come
into effect in relation to defining the HNG-X Service;

1.3.4 the CCD(s) and/or Schedules containing the Service Description in accordance
with which that Service shall be performed after the event referred to in
paragraph 1.3.3; and

1.3.5 a brief description of the HNG-X Service and information (where necessary)
relevant to the Charges.

2. SERVICES

24 Table A: Operational Services

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Operational I Initial CCD Trigger Event I New Brief HNG-X Brief HNG-X
Service title and CcD/Sched I Service Service
reference ule title and I Description Description
reference within the
Towers Model
Service Desk Horizon Trigger Point T2 I Service Desk: I The provision of Expired Service —
Service Systems. (Service Desk Service first and second this Service ceased
Helpdesk: Change) Description line support to to be provided by
Service Post Office Fujitsu as of the 24
Description (SVM/SDM/SD I Branches and July 2014, with the
(CS/SER/002) 10001) other designated transfer of
groups through responsibilities for
the provision of a the Service Desk
support desk transferring to the
function. Next Supplier on
the 16%" June 2014,
Operational Operational Commencement I Operational This service Expiring Service
Business Business of HNG-X Business supports physical I due to expire 31%
Change Change Branch I Project Change changes in Post I March 2023.
(Branch CCDs Workstream X4 (Branch Office Branch
Change) (HNG-X Change) Infrastructure
Service Application Service: through the
Rollout) Service provision of a
Description range of services.
The service
(SVM/SDMISD I supports both
10014) planned and
unplanned

changes. The
charge for this
element of the
Operational
Business Change
(Branch Change)
Service is the
fixed charge set
out in Annex B of
Schedule D1

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Data Centre Service Commencement I Data Centre Service for Service for
Operations Description for I of HNG-X Operations managing the managing the HNG-
Service Data Centre Project Service: HNG-X Central X Central
Operations Workstream X2_ I Service Infrastructure. Infrastructure.
Service (Migrate Data Description
(CS/SER/007) Centre to HNG- The Data Centre If the circumstances
x (SVM/SDM/SD I Operations set out in paragraph
Service Configuration). I /0003) Service also 6.1 of Schedule D1
Description for includes the arise, Post Office
the SAP Hosting POLSAP shall pay additional
Service Services Operational
(CS/SER/022) Charges for the
If the Data Centre
circumstances set I Operations Service
out in paragraph to Fujitsu Services.
6.1 of Schedule
D1 arise, Post
Office shall pay
additional
Operational
Charges for the
Data Centre
Operations
Service to Fujitsu
Services.
The POLSAP
elements of this
Service shall form
part of the
POLSAP Service
with effect from 1
April 2014.
Branch Not applicable This Service has I Branch Service for Service for
Network no predecessor I Network: managing and managing and
supporting the
Service and shall be Service supporting the Branch Telecom
applicable from I Description Branch Telecom I infrastructure.
Trigger Point T1 Infrastructure. Expiring Service
(Amendment (SVM/SDM/SD (expiry date is 31°"
Date) /0011) March 2018, it shall

not have the right of
a mini extension)

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Central Not applicable This Service has I Central Service for Service for
Network no predecessor I Network managing and managing and
Service and shall be Service: supporting the supporting the
applicable from I Service Central Telecom Central Telecom
Trigger PointT1 I Description Infrastructure. Infrastructure.
(Amendment
Date) (SVM/SDM/SD
10012)
Systems Service Commencement I Systems Event Event management
Management Description for of HNG-X Management management and I and software
Service Systems Project Service: software distribution
Management Workstream X4_ I Service distribution services.
Service (HNG-X Description services.
(CS/SER/008) I Application
Rollout) (SVM/SDM/SD
10006)
Reference Fujitsu Services I Commencement I Reference Service for the Service for the
Data / Post Office Ltd} of HNG-X Data management of I management of
Management I interface Project Management I Reference Data. I Reference Data
Service Agreement for Workstream X4 Service:
Operational (HNG-X Service
Business Application Description
Change - Rollout) (SVM/SDM/SD
Reference Data 10013)
(CS/PRD/058)
Fujitsu
Services / Post
Office Ltd
Interface
Agreement for
Operational
Business
Change -
Reference
Data
(CS/PRD/058)
Third Line Service Commencement I Third Line Service for the Service for the
Software Description for I of HNG-X Support diagnosis of new I diagnosis of new
Support Third Line Project Service: software Incidents I software Incidents
Service Software Workstream X4_ I Service occurring in occurring in
Support ServiceI (HNG-X Description
(CS/SER/009),

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subject to the Application (SVM/SDM/SD I Branches and the I Branches and the
proviso that Rollout) 10004) Data Centre. Data Centre.
Fujitsu Services
shall not be
obliged to
provide Third
Line Software
Support
Services in
respect of
Configured POL
FS or the SAP
Loading
Applications.
10 I Management Management Commencement I Management The Service The Service
Information Information of HNG-X Information provides a provides a
Service Service: Service I Project Service: mechanism for the I mechanism for the
Description Workstream X4_ I Service reporting and reporting and
(CS/SER/015) (HNG-X Description publishing of publishing of Fujitsu
Application Fujitsu Services’ Services’
Transaction Rollout) (SVM/SDM/SD I achievement of achievement of
Benchmark 10016) Service Levels Service Levels and
Service: Service and Service Level I Service Level
Description Targets. The Targets. The service
(CS/SER/010) service also also provides data

provides data for
the settlement of
liquidated
damages, and
provides a vehicle
for the request of
information
regarding data
captured on the
HNG-X Service
Infrastructure.

The Management
Information
Service also
includes:

The Transaction
Benchmarking
Service.

for the settlement of
liquidated damages,
and provides a
vehicle for the
request of
information
regarding data
captured on the
HNG-X Service
Infrastructure.

The Management
Information Service
also includes:

The Transaction
Benchmarking
Service.

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11 I Service Service Commencement I Service The objectives of I The objectives of
Management Management of HNG-X Management the Service are to I the Service are to
Service Service: Service I Project Service: monitor, manage I monitor, manage

Description Workstream X4_I Service and maintain the and maintain the
(CS/SER/014) I (HNG-X Description delivery of the delivery of the
Application (SVM/SDMISD I Operational Operational
Horizon Rollout) 10007) Services. Services.
Capacity
Management This Service also I This Service also
and Business includes: includes:
Volumes
(PA/PER/033) The Capacity The Capacity
Management Management
Service Service
The Release The Release
management management
service. service.

12 I Reconciliation I OnLine Commencement I Reconciliation I This Service This Service
Service Services of HNG-X Service: provides end-to- provides end-to-end

Reconciliation & I Project Service end reconciliation I reconciliation and

Incident Workstream X4 I Description and incident incident

Management (HNG-x (SVM/SDM/SD I management management

(NB/PRO/002) Application 10015) procedures procedures required
Rollout) required to to investigate,

On Line investigate, report I report and resolve

Services Data and resolve reconciliation and

Reconciliation reconciliation and I business incidents.

Service business

(CS/SER/018) incidents.

APS

13 I Security Service Commencement I Security This Service This Service
Management I Description for I of HNG-X Management I provides a wide provides a wide
Service the Security Project Service: range of security range of security

Management Workstream X4 Service related activities related activities
Service (HNG-X Description required for ISO required for ISO.
(CS/SER/016) I Application 27001 27001 compliance
Rollout) (SVM/SDM/SD I compliance.
10017)

14 I Application Not applicable I This Service has I Application Service provides I Service provides
Support no predecessor I Support support for support for software
Service and shall be Service software and and system errors.
(Fourth Line) applicable from I (Fourth Line): I system errors which cannot be

Trigger Point T1 which cannot be __I resolved by the

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(Amendment Service resolved by the Third Line Software
Date) Description Third Line Support Service.
Software Support
(SVM/SDMISD I Service.
10005)
15 I CMTService I Notapplicable I This Service has I Communicatio I Service provides a I Expiring Service
no predecessor I ns value add function I (expiry date is 31%
and shall be Management above the March 2018).
applicable from I Team: Service I standard incident
Trigger Point T1 I Description and problem
(Amendment management
Date) (SVM/SDM/SD I service provided
10019) by the Service
Desk and the
Service
Management
Service.

16 I Branch Not Used Ceased to be Ceased tobe I Ceased to be Ceased to be
Network provided at provided at provided at provided at Trigger
Resilience Trigger Point 6 I Trigger Point 6 I Trigger Point 6 Point 6”

Service

17 I Salesforce Not applicable I 15 August Salesforce The provision of I Expired Service -
Support 2012 Support support services _I this Service ceased
Service Service for elements for __I to be provided by

Service the two instances I Fujitsu Services as
Description of Salesforce of 23.59 on the 31%
(SVM/SDM/SD I within the Finance I March 2016
11977) Specialists

Salesforce

Solution and the

Stakeholder

Salesforce

Solution.

18 I POLSAP Not applicable I 1% April 2014 POLSAP The provision of I Expiring Service
Hosting Hosting hosting by Fujitsu I (expiry date is 31**
Service Service Services. March 2019 and it

Service shall not have the
Description

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(SVM/SDM/SD right of a mini
12191) extension).
POLSAP. Not applicable 41% April 2014 POLSAP. The provision of Expiring Service
Applications Applications the POLSAP this Service ceased
Support Support applications to be provided by
Service Service supported by Fujitsu Services as
Service Fujitsu Services. I of 23:59 on the 4"
Description October 2016
(SVM/SDM/SD
12306)
Withdrawn
Credence/ Not applicable I 1% April 2014 Credence The provision of I Expired Service —
MDM Service /MDM Service I the this Service ceased
Service Credence/MDM __I to be provided by
Description application hosted I Fujitsu as of the 31*
and supported by I March 2016
(SVM/SDMISD I Fujitsu Services.
12192)
2.2 The Table B Call-Off Services:
Call-Off Initial CCD Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
Operational Operational Commencement I Operational collection of services which
Business Business of HNG-X Business Change I can be procured by Post
Change Change Project (Branch Change) I Office in relation to changes
(Branch Branch CCDs Workstream X4 I Service: Service to the network, system
Change) (HNG-X Description management and
Service Application application configuration of
Rollout) (SVM/SDM/SD/0 I Post Office locations.
014)
The charge for this element
of the Operational Business
Change (Branch Change)
Service is the variable
charge referred to in
paragraphs 7.1 of Schedule
D1

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Call-Off Initial CCD. Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
This service expires on
31st March 2023.
Message Message Commencement I Message The service enables Post
Broadcast Broadcast of HNG-X Broadcast Office to communicate
Service Service: Project Service: Service directly with Branches for
Service Workstream X4_ I Description the purpose of issuing
Description (HNG-X instructions, advice, or
(CS/SER/004) I Application (SVM/SDM/SD/0 I information urgently.
Rollout) 018)
Training Counter This service This service will Service to upgrade
Counter Training shall cease to be withdrawn software in the Post Office
Update Service I Offices be provided at after its Trigger estate of training and
Strategy Trigger Point TS I Event demonstration counter
(IM/STR/056) (Data Centre positions.
Ready for HNG-
X).
PODG Client Data Centre Service gives Post Office
oe Re-Send Operations the ability to request that
Service: Service I files transferred to a Post
Description Office Client from PODG
including AP Client
AnnexA Transaction files that are
within thirty days of the
(SVM/SDM/SD/0 I original receipt of the file by
003) PODG are resent to the
Post Office Client.
Client Take-On I Service _ Commencement I Reference Data I Service allows the
Service reeier for of HNG-X Management automated payments
Taken Project Service: Service I service to be changed by
Service Workstream X4 Description the addition, modification or
(CS/SER/011) I (HNG-X removal of APS Clients and
Application AnnexA Services for APS Clients
Rollout) where the change does not
(SVM/SDM/SD/0 I require a new interface
013) connection.

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Call-Off Initial CCD Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
AP Client Service — Commencement I Reference Data I Service allows Post Office
nareerent reeer for of hie Management to request from a range of
Change Delivery Project Service: Service I predefined changes to the
Service Agreement Workstream X4_ I Description live delivery agreement for
Change (HNG-X an APS Client.
Service Application Annex B
(CS/SER/012) Rollout)
(SVM/SDM/SD/0
013)
Horizon Icon Icon Business This Service This service will Service for the provision of
Service Change CCDs I shall cease to be withdrawn new icons.
be provided at after its Trigger
Trigger Point T6 I Event
(Counter
Application
Rollout
Complete)
Receipt Not applicable I This Service has I Receipt Template I This service applies to
Template no predecessor I Service: Service I Horizon only and would
Service and shall be Description need updating for HNG-X
applicable from I (gyMsDM/SD/0
01/06/07 022)
Penetration Not applicable I Purchase Order I Service Process support involving
Testing Management an active analysis by
Service Fujitsu Services Limited of
Description the system for any potential
(SVM/SDM/SD/0_ I vulnerabilities
17)
PODG Client NotApplicable I This service has I Data Centre Acollection of services
Connection no predecessor I Operations which can be procured by
Service Service: Service I Post Office in relation to
Description changes to existing PODG
data transfer services or
Annex C introduction of new PODG
data transfer services.
(SVM/SDM/SD/0
003)

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Service
Integration
Service

Initial CCD
title and
reference

Trigger Event

New
CCD/Schedule
title and
reference

Brief HNG-X Service
Description

1. I Superstock
Service
(Ceased to be
provided from

30! June
2012)

Ceased to be
provided from
30! June
2012

Ceased to be
provided from
30% June 2012

Ceased to be
provided from
30% June 2012

Ceased to be provided
from 30 June 2012

24 Table D: Third Party Man

jagement Services

Name of Initial CCD Trigger Event New Brief HNG-X Service
Third Party title and CCD/Schedule Description
reference title and
reference
1. Not applicable I This Service shall I Third Party This service will include a
be applicable Management description of the third party
from Trigger Service: Service I management service.
Point T1 Description Initially this row is left blank
(Amendment because there is no third
Date) (SVM/SDM/SD/0 I party management service
021) as at the Amendment Date.
3. STRUCTURE OF SERVICE DESCRIPTIONS

3.1 With the exception of any new BCSF Service (which shall be dealt with under paragraph
4 of Schedule B3.2), if any other new HNG-X Services are introduced under the Change
Control Procedure these will be added to the appropriate Table in paragraph 2 of this
Schedule B3.1 and CCD(s) shall be produced in relation to such new Services that
contain at least the following information:

3.4.4

3.1.2 service definition;

service summary;

3.1.3 service availability;

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3.1.4 service level targets and remedies;
3.1.5 service limits and volumetrics;
3.1.6 reference to associated Charges (where necessary) within Schedule D1;
3.1.7 dependencies and interfaces to the Operational Services;
3.1.8 Post Office dependencies and responsibilities (if any);
3.1.9 business continuity; and
3.1.10 the documentation set supporting the Service.
4. ASSOCIATED DOCUMENTS
44 The following CCDs are associated with this Schedule B3.1:
Document Reference Document Title
1 CS/SER/002 Horizon Systems Helpdesk: Service
Description
2 CS/SER/O07 Service Description for Data Centre
Operations Service
3 CS/SER/022 Service Description for the SAP Hosting
Service
4 CS/SER/008 Service Description for Systems
Management Service
5 CS/PRD/058 Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change
- Reference Data
6 CS/SER/009 Service Description for Third Line Software
Support Service
7 CS/SER/015 Management Information Service: Service
Description
8 CS/SER/010 Transaction Benchmark Service: Service
Description
9 CS/SER/014 Service Management Service: Service
Description

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Document Reference

Document Title

10 PA/PER/033

Horizon Capacity Management and
Business Volumes

11 NB/PRO/002

On Line Services Reconciliation & Incident
Management (to be renamed On-Line
Reconciliation Incident Management)

12 CS/SER/018

On Line Services Data Reconciliation
Service

13 Not Used

Not Used

14 Not Used

Not Used

15 CS/SER/016

Service Description for the Security
Management Service

16 Not Used

17 CS/PDN/015

Operational Business Change — Branch,
Service Descriptions and Schedule of
Service Prices

18 Not Used

Not Used

19 CS/SER/004

Message Broadcast Service Description

20 IM/STR/O56

Counter Training Offices Strategy

21 Not Used Not Used
22 Not Used Not Used
23 Not Used Not Used

24 CS/PDN/018

Horizon Icon Service Description

25 Not Used

Not Used

26 SVM/SDM/SD/0001
(Expired as of 2" July 2014)

Service Desk: Service Description

27 Withdrawn in CCN1616b

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Document Reference Document Title

28 SVM/SDM/SD/0014 Operational Business Change (Branch
Change) Service: Service Description

29 SVM/SDM/SD/0003 Data Centre Operations Service: Service
Description

30 SVM/SDM/SD/0011 Branch Network: Service Description

31 SVM/SDM/SD/0012 Central Network Service: Service Description

32 SVM/SDM/SD/0006 Systems Management Service: Service
Description

33 SVM/SDM/SD/0013 Reference Data Management Service
Service Description

34 SVM/SDM/SD/0004 Third Line Support Service: Service
Description

35 SVM/SDM/SD/0016 Management Information Service: Service
Description

36 SVM/SDM/SD/0007 Service Management Service: Service
Description

37 SVM/SDM/SD/0015 Reconciliation Service: Service Description

38 SVM/SDM/SD/0017 Security Management Service: Service
Description

39 SVM/SDM/SD/0005 Application Support Service (Fourth Line):
Service Description

40 SVM/SDM/SD/0019 Communications Management Team
Service: Service Description

4 SVM/SDM/SD/0018 Message Broadcast Service: Service
Description

42 Not Used Not used

43 SVM/SDM/SD/0021 Third Party Management Service: Service
Description

44 CS/SPE/011 Network Banking End to End Reconciliation
Reporting

45 BD/AIS/001 PostShop Data to ISA AIS

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Document Reference Document Title
46 SVM/SDM/SD/0022 Receipt Template Service: Service
Description
47 Removed Removed
48 SVM/SDM/SD/1977 Salesforce Support Service Service
Description
49 SVM/SDM/SD/2191 POLSAP Hosting Service Service Description
50 Not used Not used
51 SVM/SDM/SD/2192 Credence/MDM Service Service Description
4.2 The following CRDs are associated with this Schedule B3.1:
Document Reference Document Title
4 CS/PLA/O97 Retained ISDN Sites

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SCHEDULE B3.2
BUSINESS CAPABILITIES AND SUPPORT FACILITIES
Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of
signature of CCN 1200

2.0 25/01/07 Baseline of 1.2

3.0 09/07/07 Baseline copy of 2.1

3.4 03/01/08 Applying
CCN’s1214,1217,1227¢

4.0 14/04/08 Baseline copy of 3.1

41 12/06/09 Applying changes as per
CCN1252a

6.0 06/07/09 Moving all schedules to V6.0
as agreed with Fujitsu

6.1 01/04/10 Applying changes as_ per
CCN1270

7.0 10/05/10 Moving all schedules to V7.0
as agreed with Fujitsu.

8.0 21/02/12 Applying changes as_ per
CCN1304b, CCN1310b,
CCN1286a and CCN1294d

9.0 13/01/14 Applying changes as_ per
CCN1349, CCN1307a,
CCN1316a, CCN1320a,
CCN1329a and CCN1342a

10.0 10/09/15 Applying changes as_ per
CCN1338, CCN1409a,
CCN1410, CCN1411 and as
subsequently amended in this
CCN1506, CCD reference
updates and moving all
Schedules to 10.0 in
accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN
1427 and = moving _ all
Schedules to Version 11.0 in
accordance with CCN1604

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12.0 03/07/17 Applying changes as per CCN
1605 and moving all
Schedules to Version 12.0

13.0 23-Nov-2020 Applying changes as per CCN
1613a, CCN1640 and moving
all Schedules to V13.0

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1.2

1.3

1.4

24

SCHEDULE B3.2
BUSINESS CAPABILITIES AND SUPPORT FACILITIES

INTRODUCTION

This Schedule records and specifies the Business Capabilities and Support Facilities
which are provided to Post Office from the start of HNG-X Project Workstream X3 (HNG-
X Pilot and Acceptance). Prior to start of Trigger Point T5 (Data Centre Ready for HNG-
X), the provisions of Schedule B4.2 shall apply.

Fujitsu Services shall operate and maintain:

1.2.1. each Business Capability and Support Facility listed in paragraphs 2 and 3 in
accordance with the terms of the Agreement;

1.2.2 allrelevant CCDs as referred to in paragraph 7; and
1.2.3 all Service Levels as set out in Schedule C1

The functionality and interfaces for the Business Capabilities and Support Facilities are
defined in the CCDs shown in Table A of paragraph 7 below and in the CCDs indicated to
relate to these Business Capabilities and Support Facilities in the CCD entitled “Post
Office Contract Controlled and Contract Referenced Document List”
(COM/CUS/SPE/0001).

HNG-X software installed in Branches and Admin Positions and New CTO Configurations
shall be kept up to date with new Releases provided that they have an active network
connection point.

Any Business Capability or Support Facility that is to be accessed via the Counter Position
PC shall be provided in accordance with the CCD entitled “HNG-X Style Guide”
(DES/APP/STD/0001) which shall set out, among other things, general guidelines for the
Human Computer Interface.

HIGH LEVEL DESCRIPTION OF THE BUSINESS CAPABILITIES
Introduction

2.1.1. The functionality available at each Counter Position for serving Customers shall
comprise one or more Business Capabilities as specified below. The provision of
each Business Capability is dependant on one or more of the Support Facilities
described in paragraph 3.

2.1.2 The Business Capabilities shall be enabled by Fujitsu Services on all Counter
Positions in all Branches and Other Authorised Locations and shall require an
operational data communications link in order to process Transactions.

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2.1.3

Each Business Capability shall support a range of data selection, capture and
validation facilities which are controlled and constrained by Post Office Reference
Data. These facilities provide support for:

2.1.3.1 product selection mechanisms;
2.1.3.2 a range of data capture and validation routines;

2.1.3.3 the use of print templates in support of customised receipt and slip print
layouts.

The production of Post Office Reference Data to make use of the data capture
shall be in accordance with and subject to the provisions of the CCD entitled “AP-
ADC Reference Manual” (DES/GEN/MAN/0002). Post Office shall have
responsibility for:

2.1.4.1 the design and development of Transactions that utilise the facilities
described in the CCD entitled “AP-ADC Reference
Manual”(DES/GEN/MAN/0002);

2.1.4.2 ensuring that Post Office Reference Data, intended to introduce those
Transactions, functions correctly within the HNG-X Service Infrastructure
(in accordance with any applicable Reference Data rules) and has the
desired business effect (save to the extent that Fujitsu Services is
required to facilitate testing of Post Office Reference Data in accordance
with the CCD entitled “Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change - Reference Data"
(CS/PRD/058)); and

2.1.4.3 defining receipts (for all Transactions that use the facilities described in
the CCD entitled “AP-ADC Reference Manual’(DES/GEN/MAN/0002).
This will not include the definition of any receipts used in conjunction with
Transaction or session recovery whose content and usage shall be jointly
agreed by the Parties.

2.2 Point of Sale Business Capability

2.2.1

The Point of Sale Business Capability provides a general "till" function which
enables Post Office to carry out sales operations within Branches for the range
of Post Office products defined within Post Office Reference Data.

These Post Office Products may be general retail products or be traded via one
of the following Business Capabilities (described below):

2.2.2.1 In/Out Payment Business Capability;

2.2.2.2 APOP Business Capability;

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2.2.2.3 Banking Business Capability;

2.2.2.4 DVLA Licensing Business Capability;
2.2.2.5 Electronic Top-Up Business Capability; or
2.2.2.6 Bureau Service Business Capability.

The Point of Sale Business Capability implements the business and pricing rules
for each product (including the production of the Transaction receipt(s)) and
manages the aggregation and recording of all Transaction data into a Customer
Session.

Transactions undertaken using the Point of Sale Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

The Point of Sale Business Capability shall enable a Transaction to be cancelled
from a Customer Session subject to Post Office Reference Data, prior to
settlement by the Payment Management Business Capability.

2.3 In/Out Payment Business Capability

2.3.1

The In/Out Payment Business Capability enables Post Office to provide a range
of payment services to Customers comprising in-payment (e.g. bill payment) and
out-payment (e.g. postal order redemption).

The In/Out Payment Business Capability may be invoked through the use of
Tokens or other mechanisms and may involve the use of a range of data capture,
data validation and Transaction validation facilities.

The In/Out Payment Business Capability supports the following range of Tokens:
2.3.3.1 magnetic stripe cards; and

2.3.3.2 barcoded documents.

The Clients and Tokens supported by the In/Out Payment Business Capability
are set out in the CCD entitled “Automated Payments System Client List”
(BP/DOC/008).

Specific payment services and the Transactions which support them conform to
the relevant Application Interface Specification, the CCD entitled “POCL

Automated Payments Generic Rules” (BP/DOC/014) and appropriate Token
Technology Specification(s).

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2.3.5

2.3.9

2.3.10

The In/Out Payment Business Capability supports the use of HNG-X User
Interface components which may be specified via Post Office Reference Data as
being equivalent to a manually entered barcode token.

The In/Out Payment Business Capability may utilise data, typically comprising
tariff data, received from Clients.

The In/Out Payment Business Capability may access the PAF Support Facility,
APOP Business Capability and such other specific external applications as the
Parties may agree under the Change Control Procedure.

Transactions undertaken using the In/Out Payment Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

Data captured as a result of an In/Out Payment Transaction shall be transferred
to Client systems and Post Office systems in accordance with the relevant
Application Interface Specification and shall be carried out using the File
Management Support Facility.

Transactions undertaken using the In/Out Payment Business Capability and
taking place within the same POL Core Day as the original Transaction and
committed using the Payment Management Business Capability may
subsequently be Reversed in a new Customer Session, subject to such action
being allowed within Reference Data. This shall have the effect of Reversing the
accounting effect of the Transaction. Where a Transaction has been Reversed
then no data relating to the original Transaction or the Reversing Transaction shall
be sent to the relevant Client subject to the relevant Application Interface
Specification. It will not be possible to start a Reversal Transaction during the
period of three minutes before the end of the POL Core Day.

24 APOP Business Capability

2.41

The AP Out-Payments (APOP) Business Capability is a set of components that
support the creation of APOP Services. Each business application that makes
use of the APOP Business Capability will be segmented into its own APOP.
Service.

The components of the APOP Business Capability are as follows:

2.4.2.1 an APOP database which stores details of Transaction Vouchers and the
actions that have been performed on a Transaction Voucher by each
APOP Transaction;

2.4.2.2 an APOP authorisation service which processes APOP Transactions by
applying the rules defined in the CCD entitled "APOP Definition"
(BP/SPE/046);

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2.46

2.4.2.3 an APOP branch service that processes APOP on-line Transactions
initiated from an AP-ADC Transaction using the APOP authorisation
service referred to in paragraph 2.4.2.2;

2.4.2.4 _an APOP batch service which will send/receive batch files to/from Post
Office Data Gateway and process APOP batch Transactions using the
APOP authorisation service referred to in paragraph 2.4.2.2;

2.4.2.5 an APOP administration service that will process APOP on-line
Transactions initiated from an APOP Administration Workstation using
the APOP authorisation service referred to in paragraph 2.4.2.2.
Transactions will be routed to the APOP authorisation service by a web
server;

2.4.2.6 an APOP reporting service that will process APOP Transactions to extract
records from the APOP database using the APOP authorisation service
referred to in paragraph 2.4.2.2;

2.4.2.7 an APOP housekeeping service that will process time-driven eventAPOP
Transactions using the APOP authorisation service referred to in
paragraph 2.4.2.2;

2.4.2.8 an APOP archiving service that archives data from the APOP database;

2.4.2.9 a web service to route APOP on-line Transactions to the APOP database
for the APOP Service;

2.4.2.10 templates for the Customer receipt and the Branch receipt; and
2.4.2.11 templates for the office counter weekly and office weekly reports.

An APOP Service comprises at least the elements set out in paragraphs 2.4.2.3,
2.4.2.9, 2.4.2.10 and 2.4.2.11.

The production of Reference Data by Post Office to make use of the APOP.
Business Capability shall be in accordance with and subject to the provisions of
the CCD entitled "APOP Authorisation Service Reference Manual"
(AP/MAN/004).

The CCD entitled "APOP Definition" (BP/SPE/046) sets out the rules that shall
apply in determining whether Post Office is required to request a Work Package
in respect of introducing additional APOP Services/AP Transactions using the
APOP Business Capability and/or modifying an existing APOP Service. Where
so required by the provisions of that CCD, Post Office shall request a Work
Package for the introduction and/or modification (as applicable) of such
services/transactions.

Post Office shall be responsible for:

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2.4.6.1 the design and development of new AP Transactions that use the APOP
Business Capability;

2.4.6.2 (save to the extent that Fujitsu Services is required to facilitate testing of
Post Office Reference Data in accordance with the CCD entitled "Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business
Change - Reference Data" (CS/PRD/058)) ensuring that Post Office
Reference Data, intended to introduce those new AP Transactions,
functions correctly within the HNG-X Service Infrastructure (in
accordance with any applicable Reference Data rules) and has the
desired business effect;

2.4.6.3 defining receipts (for all AP Transactions that use the APOP Business
Capability). This will not include the definition of any receipts used in
conjunction with Transaction or session recovery whose content and
usage shall be jointly agreed by the Parties.

2.4.6.4 transforming incoming data files into standard APOP format according to
the APOP Interface Specifications for live purposes; and

2.4.6.5 generating required reports from extract files generated by APOP,
according to the APOP Interface Specifications for live purposes.

Transactions undertaken using the APOP Business Capability shall be recorded
as part of a Customer Session and shall be committed as part of the settlement
process using the Payment Management Business Capability.

2.5 Banking Business Capability

2.5.1

2.5.2

The Banking Business Capability enables Post Office to support the transaction
of banking business in Branches.

The Banking Business Capability is invoked by either:

2.5.2.1 a card swipe (or input of card details) where EMV functionality is not
supported in respect of that card; or

2.5.2.2 a Customer inserting their card into the chip card reader in a PIN Pad
where such card supports EMV functionality.

The following Transaction types are supported:
2.5.3.1 cash deposit;
2.5.3.2 cash withdrawal;

2.5.3.3 balance enquiry;

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2.5.3.4 withdraw limit;

2.5.3.5 change of PIN at PIN Pad; and

2.5.3.6 cheque deposit.

Each Transaction type comprises:

2.5.4.1 a series of screen dialogues;

2.5.4.2 the input or selection of data by the User;

2.5.4.3 the input of PIN numbers by Customers where applicable;

2.5.4.4 the interactive exchange of information via the Data Centres with the
Bank systems; and

2.5.4.5 the printing of receipts.

Transactions undertaken using the Banking Business Capability shall be centrally
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

The Banking Business Capability supports the Transaction Enquiry Service by
passing NB Requests, NB Authorisations, NB Confirmations and Reversals
(where applicable to the Banking Business Capability) to the Transaction Enquiry
Service from where they are available for query using TESQA.

2.6 DVLA Licensing Business Capability

2.6.1

2.6.2

2.6.4

The DVLA Licensing Business Capability enables Post Office to support the
provision of vehicle re-licensing Transactions in selected Branches which are
determined by Post Office Reference Data.

Vehicle re-licensing Transactions are enabled by captured data as specified by
Post Office Reference Data and utilise the data capture facilities of the In/Out
Payment Business Capability.

Vehicle re-licencing Transactions utilise an online interaction with the DVLA BART
system which retrieves information concerning MOT status and vehicle excise
duty as well as other supporting data. The interaction with DVLA BART may be
configured to deal with scenarios where no response is received from DVLA
BART within designated time periods.

The availability of the DVLA Licensing Business Capability in Branches is
determined by Post Office Reference Data. Where the DVLA Licensing Business

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Capability is provided in a Branch, it shall be available on all Counter Positions in
that Branch.

Transactions undertaken using the DVLA Licensing Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

27 Electronic Top-Up Business Capability

274

275

The Electronic Top-Up Business Capability enables Post Office to support the
Customer purchase or refund of mobile phone related credits and associated
content products (e.g. ring tones).

Electronic Top-Up ('ETU') credit products (known as 'Top-Up' products or 'PIN'
products) are invoked by swiping a Customer's card (or by the manual input by
the Counter Clerk of the Customer's card details). ETU content products (known
as PIN/e-voucher products) are invoked by Counter Clerk selection. The following
Transaction types are supported:

2.7.2.1 the purchase of a card based Top-Up product;

2.7.2.2 the purchase of card based PIN product;

2.7.2.3 the purchase of a PIN/e-voucher product;

2.7.2.4 the refund of a card based Transaction; and

2.7.2.5 the refund of a PIN/e-voucher Transaction.

Each Transaction type comprises:

2.7.3.1 the selection of ETU products from menus;

2.7.3.2 a series of screen dialogues;

2.7.3.3 the input or selection of data by the User;

2.7.3.4 the interactive exchange of information with e-pay; and

2.7.3.5 the printing of receipts.

Transactions undertaken using the Electronic Top-Up Business Capability shall
be centrally recorded as part of a Customer Session and shall be committed as
part of the settlement process using the Payment Management Business

Capability.

The Electronic Top-Up Business Capability shall automatically generate a
Reversal Transaction and transmit this to e-pay when the authorisation response

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to certain Transaction types is not received within a pre-configured timeout
period.

2.8 Bureau Service Business Capability

2.8.1 The Bureau Service Business Capability enables Post Office to trade foreign

currencies and travellers’ cheques on-demand at Counter Positions (the on-
demand Bureau Service facility).

2.8.2 The Bureau Service Business Capability enables Post Office to pre-order

foreign currencies and travellers’ cheques at Counter Positions (the pre-order
Bureau Service facility).

2.8.3 The Bureau Service Business Capability enables Post Office to sell and top-

up travel money cards at Counter Positions (the travel money card Bureau
Service facility).

2.8.4 The Bureau Service Business Capability enables Post Office to capture,

validate and report on the barcode or serial number on travellers’ cheques
traded.

2.8.5 The Bureau Service Business Capability enables Post Office to control the

Bureau Service facilities available at a Counter Position by Post Office
Reference Data

2.8.6 The Bureau Service Business Capability enables Post Office to control the

currency types that can be traded by each Bureau Service facility at a Counter
Position by Post Office Reference Data

2.8.7 The counter dialogue for the Bureau Service facilities is controlled by Post

Office Reference Data in accordance with and subject to the provisions of the
CCD entitled “AP-ADC Reference Manual” (DES/GEN/MAN/0002).

2.8.8 The Bureau Service Business Capability enables Post Office to calculate up

to four quotes for each on-demand, pre-order or travel money card Bureau
Service Transaction and to present the quotes to the User

2.8.9 The Bureau Service Business Capability supports the ability to receive Spot

Rates Files and Margins & Commissions Files from Post Office in accordance

with CCD entitled “Post Office to Fujitsu Services Bureau de Change Rates

Interface Specification” (RD/IFS/033), and to use the data in these files to:-

2.8.9.1 control the rates at which currencies, travellers’ cheques and travel
money cards are traded;

2.8.9.2 control the rates at which currencies and travellers’ cheques are
remitted, transferred and re-valued

2.8.10The Bureau Service Business Capability supports the ability to receive Branch

Profile Files from Post Office and to use the data in a Branch Profile File to:
2.8.10.1 control the set of Margin Rates used when calculating quotes;

2.8.10.2 control the set of up-sell, value rounding and rate overriding
values specified in the Pricing Profile File which will be used when
calculating quotes;

2.8.11 The Bureau Service Business Capability supports the ability for Fujitsu to

receive Pricing Profile Files from Post Office and to use the data in these files

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to contro! the up-selling, value rounding and rate overriding available in a
Branch.

2.8.12The Bureau Service Business Capability supports the ability for Fujitsu to send

Bureau Transaction and Control Totals Files to Post Office in accordance with
AIS ‘Bureau de Change Transactions Feed for FRTS’ (NB/IFS/012).

2.8.13Transactions undertaken using the Bureau Service Business Capability shall

be recorded as part of a Customer Session and shall be committed as part of
the settlement process using the Payment Management Business Capability.

2.9 Postal Services Business Capability

2.9.1

2.9.2

The Postal Services Business Capability supports a range of Mails Acceptance
and Mails Administration business processes taking place within designated
Branches together with support for the establishment and management of Postal
Services Reference Data. These will comprise: -

2.9.1.1 services provided to Customers that support the pricing and sale of mails
products;

2.9.1.2 the management of mail items received into and despatched from a
Branch;

2.9.1.3 the provision of data to Post Office and Postal Services Clients
concerning these operations;

2.9.1.4 tools to enable Post Office to establish and manage the Postal Services
Reference Data.

Mails Acceptance supports the over the counter processes for accepting mail
items from customers and comprises: -

2.9.2.1 the presentation and selection of valid primary, additional and value-add
mail services;

2.9.2.2 incremental price calculation based on service and option selection;

2.9.2.3 the capture and validation of data (including track and trace barcode
data, destination, PAF addresses, weight, size, service choice etc) at
defined points throughout the Transaction;

2.9.2.4 the application of business rules against captured data or Customer
selections which may constrain or enforce subsequent product / service
choices or data collection;

2.9.2.5 support for bulk mail acceptance, optionally varying the business
process steps and rules including additional data capture and price
validation;

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2.9.2.6 the production of mails labels and Certificate of Postings upon
completion of the Mails Acceptance transaction as determined by
business rules and associated Reference Data;

2.9.2.7 the provision of on-screen help information, including Mails Carriers’
conditions of acceptance, as determined by Post Office in support of the
above facilities; and

2.9.2.8 the ability to conduct multiple Mails Acceptance Transactions without
requiring individual re-selection of the Postal Services function.

2.9.3 Mails Administration supports the in-Branch processes for receiving and
dispatching mails items and comprises:

2.9.3.1 the recording of the receipt of track and trace mails items into a Branch
for later collection by Customers;

2.9.3.2 the provision of an enquiry and priced mails collection service for
Customers;

2.9.3.3 the management of uncollected items;

2.9.3.4 the management, reconciliation and reporting of mails items accepted
into a Branch via the Mails Acceptance facility. Certain mails items can
be excluded from this process as determined by business rules and
associated Reference Data;

2.9.3.5 support for a mails despatch and exception handling process for mails
items collected by Mails Carriers;

support for the receipt and reporting of undelivered priority mails items;
and

2.9.3.7 the provision of on-screen ‘Help’, including conditions of acceptance,
information as determined by Post Office in support of the above
facilities.

2.9.4 The Postal Services Business Capability supports the transfer to the BIG of track
and trace and related data captured by the Mails Acceptance and Mails
Administration facilities for selected Mails Carriers and the transfer of completed
Postal Services transaction data to various Post Office systems. This comprises:
2.9.4.1 transfer of data in accordance with the CCD entitled "Horizon to Post

Office Feed for Track and Trace Application Interface Specification"
(AS/IFS/001); and

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2.9.4.2 transfer of completed Postal Services Transaction data to the POLSAP.
Software, DIW & HR SAP as part of transfer of all other Branch
Transaction data.

2.9.5 The Postal Services Business Capability enables Post Office to specify and
manage the Carrier Services Reference Data which controls the options, choices
and pricing for all Carrier Services. This comprises a range of data preparation
and maintenance tools to allow Post Office to manage the Carrier Services
Reference Data in readiness for introduction into live operation. These tools will
define the allowable Carrier Services, the associated business data (e.g. pricing
tables and calculations) and associated business rules (e.g. data validation,
service constraints and options) to be specified and maintained.

2.9.6 Transactions undertaken using the Postal Services Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

2.10 Payment Management Business Capability

2.10.1 The Payment Management Business Capability enables the settlement of a
Customer Session using cash, cheque, vouchers, Debit Cards or Credit Cards as
methods of payment.

2.10.2 The Payment Management Business Capability manages the aggregation of the
required tender value for a Customer Session and provides change calculation
facilities.

2.10.3 The Payment Management Business Capability manages the production of any
AP Customer receipt and any required or requested Customer Session receipt
as part of the settlement of a Customer Session. The required layout of a AP
Customer receipt and a Customer Session receipt shall be defined in the CRD
entitled “HNG-X AP and ADC Receipts” (DES/GEN/SPE/0011).

2.10.4 The following Debit Card Transaction types (defined in CCD entitled " ( “Mapping
Schedule B3.2 to the HNG-X Solution” (REQ/GEN/REP/1091)) are supported by
the Payment Management Business Capability:

2.10.4.1 Debit Card purchase;
2.10.4.2 Debit Card Refund;

2.10.4.3 explicit Reversals;

2.10.4.4 Contactless Transactions; and
2.10.4.5 Contactless refunds.

2.10.5 The following Credit Card Transaction types are supported:
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2.10.5.1 Credit Card purchase;
2.10.5.2 Credit Card Refund; and
2.10.5.3 explicit Reversals;
2.10.5.4 Contactless Transactions ; and
2.10.4.5 Contactless refunds.
2.10.6 The Payment Management Business Capability implements the business rules

2.10.7

2.10.8

associated with the use of the Debit Card or Credit Card Method of Payment
which shall include the use of inclusion lists and exclusion lists which will specify
which products can be settled with which card types. Business rules will include
a transaction limit, set at a fixed amount which may be changed from time to time
via reference date by prior agreement with Post Office.

The Payment Management Business Capability implements the use of separate
authorisation dialogues using separate merchant identity/terminal identity values
for Bureau and non-Bureau products, support for the receipt of a referral
response, and the validation of the allowable products and allowable settlement
values according to the type of Debit Card or Credit Card.

The Payment Management Business Capability supports the Debit Card and
Credit Card Method of Payment via an interactive exchange with the Merchant
Acquirer in accordance with the CCD entitled "Horizon Online — Streamline
Application Interface Specification" (DES/APP/AIS/0009).

2.11. Cash and Stock Management Business Capability

2.11.4

2.11.2

2.11.3

The Cash and Stock Management Business Capability provides facilities to
enable all Branches to capture data (including cash declarations, inward /
outward remittances, pouch collection and receipt) for onward submission to the
POLSAP Software.

The Cash and Stock Management Business Capability supports the receipt from
the POLSAP Software of planned orders and replenishment delivery details.

The Cash and Stock Management Business Capability provides the following
facilities within Branches:

2.11.3.1 the display of screen dialogues that support cash and stock
transfers, cash and stock declarations, adjustments to cash
holdings;

2.11.3.2 scanning bar coded labels to monitor the movement of cash and

stock bags and pouches into the Branch;

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2.11.3.3

2.11.3.4

2.11.3.5

2.11.3.6

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the automatic inward remittance of the value of cash pouches
and bureau de change pouches using the associated
replenishment delivery details;

support for recording that selected cash and stock pouches and
bags are part of a REM Collection, or have been removed from
a REM Collection;

scanning bar coded labels to monitor the movement of cash and
stock bags and pouches that form a REM Collection out of the
Branch; and

a facility for viewing planned order details originated by the
POLSAP Software and transmitted to the Branch.

2.11.4 The Cash and Stock Management Business Capability supports the recording of
cash movements by Branches that are designated as Operator Cash Branches.

2.12 Branch Management Business Capability

2.12.1. The Branch Management Business Capability provides facilities to enable
authorised Users within any Branch to perform various administrative functions

including:

2.12.11

2.12.1.2

2.12.1.3

2.12.1.4

2.12.15

2.12.1.6

Stock Unit balancing;
Branch accounting;
printing of Client summaries;

printing of Branch reports (including those on-demand reports
provided by POL SAP to Operator Cash Branches);

support for Reversals and Refunds; and

support for the application of Transaction Correction Records
supplied from the POLSAP Software.

3. HIGH LEVEL DESCRIPTION OF THE SUPPORT FACILITIES

3.1 Introduction

Fujitsu Services shall provide the following Support Facilities that support or enable the
provision of the Business Capabilities described in paragraph 2. The functionality of the
Support Facilities is provided via the HNG-X Service Infrastructure.

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3.2 Branch Administration Support Facility

3.2.1 The Branch Administration Support Facility, available in all Branches and
requiring an operational data communications link, comprises a range of
functions including:

3.2.1.1 User log on / off, which shall:

(a)

(c)

authenticate all Users logging on to a Branch terminal using full
access control and password management facilities, which shall
require each User to be identified by a unique User ID and
individual password;

ensure that Users shall only access those Business Capabilities
for which they have been given permission by the Branch; and

enable Users to log-on to a Branch terminal in their Branch in
accordance with their defined role. Any access to data or
services outside of that Branch is controlled exclusively by the
relevant Business Capability.

3.2.1.2 User / password management, which shall:

(a)

provide facilities to enable the Branch Manager to establish new
Users and set an initial password for all Users in a Branch.
Should a User forget their password the Branch Manager shall
be able to reset the password. The same procedure shall apply
at single Counter Position Branches and multiple Counter
Position Branches; and

for situations where the sole User (e.g. Branch Manager in a
single Counter Position Branch) has forgotten their password,
provide the facility to reset the User password. This shall be
triggered via the Service Desk and enabled via the Service
Management Service. The User shall then be able to reset their
User password.

3.2.1.3 Stock Unit creation / allocation, which shall allow authorised Users to:

(a)
(b)
(c)

(d)

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introduce a new Stock Unit;

associate a user with a Stock Unit;

delete a Stock Unit; and

view details about a Stock Unit.

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3.2.1.4 the provision of secure inactivity time-out facilities if a Branch terminal is

inactive for a period defined in Reference Data. Should the User be
unable to re-activate the time-out facility, the following actions may be
taken:

(a) after a period of time during which there is no active session, the
session shall be automatically logged-out;

(b) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by
entering his own User name / password;

(c) once the Branch terminal has logged-out, any authorised User
may then use that Branch terminal; and

(d) the above events shall be recorded as audit events.
The time-out facility shall allow the User to resume work with the

minimum delay consistent with achieving security in accordance with the
provisions of this Agreement.

3.2.1.5 Call logging, which shall enable a User via a Branch terminal to record

details of an Incident and for these details to be provided as a Service
Desk call to the Service Desk provided by Fujitsu up until the 2"¢ July
2014. The system shall provide a unique call reference to the Incident.
For the avoidance of doubt this shall not be provided to the Service Desk
provided by the Next Supplier.

3.2.1.6 the provision of facilities to enable the User to:

(a) save a session by settling the session to a holding account;
(b) start a new session;
(c) display a list of saved sessions;

(d) select a saved session and recall the balance of the saved
session;

(e) undertake further transactions after recalling a session; and

(fy) settle the recalled session.

3.2.1.7 the provision of facilities to enable Post Office Ltd to:

(a) Record postal services Reference Data in Selectica data format
using a set of spreadsheets designed by Fujitsu;

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(b) Dispatch updates to postal services Reference Data by sending
populated versions of the above set of spreadsheets to Fujitsu;

(c) Require Fujitsu to upload populated sets of spreadsheets
provided by Post Office Ltd into the HNG-X Reference Data
preparation system (HRDP) ;

(d) Enter postal services reference data that is not included within
the Selectica data format directly into the HRDP subsystem of
HNG-X

3.3 Branch Support Facility

3.3.1

The Branch Support Facility, available in all Branches and requiring an
operational data communications link, comprises a range of support facilities to
facilitate the delivery of a Business Capability at a Counter Position including:

3.3.1.1 the provision of a generic and updateable User help system comprising
linked context sensitive pages;

3.3.1.2 the display of sales prompts; and

3.3.1.3 the ability to support the bulk input of Transactions.

3.4 Transaction Management Support Facility

The Transaction Management Support Facility provides support for Transaction
aggregation and Transaction storage. The Transaction Management Support Facility
also provides facilities to allow authorised Post Office personnel to have enquiry access
to Banking Transaction data using the Transaction Enquiry Service.

3.5 File Management Support Facility

3.5.1

The File Management Support Facility provides support for the automatic receipt
and dispatch of batch files between the HNG-X Service Infrastructure and Clients,
other third parties, Post Office systems external to the HNG-X System and the
POLSAP Software.

Outbound batch files contain data originating from Business Capabilities that are:
3.5.2.1 produced in accordance with the relevant AIS;

3.5.2.2 directed to the EDG in accordance with the CCD entitled “Automated
Payments Interface Specification - EDG / DES” (CR/IFS/002). Files
transferred to the EDG may have arisen from live operations or may have
arisen from operational testing associated with the In/Out Payment
Business Capability.

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3.5.3

Inbound batch files are received directly from Clients or other third parties and
contain data for use by a Business Capability.

All data transfers shall be in accordance with the relevant Application Interface
Specification and Technical Interface Specification as specified in the CCDs
indicated to relate to these Business Capabilities and Support Facilities in the
CCD entitled “Post Office Contract Controlled and Contract Referenced
Document List” (COM/CUS/SPE/0001).

3.6 Reference Data Support Facility

3.6.1

The Reference Data Support Facility supports the receipt of Post Office
Reference Data for use by either business or system operations. Business
related Reference Data comprises information that relates to particular
Transactions. System related Reference Data comprises information that relates
to the state of the Branch and its associated software base (e.g. Event
management details, software version numbers).

Reference Data provided by Post Office comprises the definition of the properties
and relationships of the data to be processed and the processing methods that
are to be used. Reference Data use date/time and version controls, and are also
be used to control product availability within Branches. Additional Reference
Data may be created by Fujitsu Services.

Reference Data received from the Post Office Reference Data System shall be
in accordance with the CCD entitled “Application Interface Specification
Reference Data to Fujitsu Services Limited” (BP/IFS/010). The Reference Data
Support Facility also supports the manual input of data by Fujitsu Services’
personnel and incorporation of system generated data from other parts of the
HNG-X Service Infrastructure.

The Reference Data Support Facility supports the receipt of Reference Data from
the Post Office Reference Data System delivered in separately identifiable
change instructions in accordance with the CCD entitled “Reference Data
Management Service: Service Description” (SVM/SDM/SD/0013). These change
instructions are then made available to a daily extract process when correct
authorisation for each request is received from Post Office. Details regarding the
delivery and authorisation of Reference Data are given in the following CCDs:

3.6.4.1 for products, “Fujitsu Services / Post Office Ltd Interface Agreement for
Operational Business Change - Reference Data” (CS/PRD/058); and

3.6.4.2 for Branches, “Post Office Limited Operational Business Change —
Branch, Interface Agreement’ (SVM/SDM/STD/0001).

The Reference Data Support Facility:

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3.6.6

3.6.5.1 provides support for version control of Reference Data including start and
end dates for its validity; and

3.6.5.2 manages the distribution of Reference Data to Branches via the HNG-X
Service Infrastructure.

The Reference Data Support Facility provides data used by all the Business
Capabilities and has the potential to extend this to additional Business
Capabilities running on the HNG-X Service Infrastructure.

The Reference Data Support Facility checks Reference Data consistency and
reports any exceptions.

3.7 PAF Support Facility

3.7.1

The PAF Support Facility is a generic facility used by certain Business
Capabilities to:

3.7.1.1 allow Users to validate an address against the PAF Database by entering
the details of premises and postcode or premises, street and town of the
address to be validated;

3.7.1.2 present Users with a validated postal address;

3.7.1.3 permit Users to enter a postal address manually; and

3.7.1.4 make available the manually entered postal address for use by the
Branch Transaction that invoked the PAF Support Facility.

The PAF Support Facility is available at all Counter Positions in all Branches (but
access to the PAF Support Facility is only available at locations with an
operational data communications link)

3.8 Message Handling Support Facility

3.8.1

3.8.2

3.8.3

The Message Handling Support Facility supports the creation by Post Office of
plain text based messages which are distributed to all or selected Branches.

Within a Branch, Users may select messages for display and subsequent printing.
The Message Handling Support Facility is available at all Counter Positions in all

Branches (but messages can only be received at locations with an operational
data communications link.)

3.9 Audit Support Facility

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3.9.1

The Audit Support Facility enables the recording of an operational audit trail and
a commercial audit trail as defined in the CCD entitled "Audit Trail Functional
Specification" (CR/FSP/006). These comprise the audit trail associated with:

3.9.1.1 the set of audit events as set out in the CCD entitled "Audit Trail
Functional Specification" (CR/FSP/006)

3.9.1.2 the operation of:

(a) the Horizon Applications in each Branch prior to the HNG-X Date
in respect of that Branch; and

(b) Business Capabilities and Support Facilities in each Branch after
Branch migration has occurred in respect of that Branch; and

3.9.1.3 the audit trail of that part of Fujitsu Services’ internal commercial records
to which Post Office’s internal auditors or agents, as specified in
Schedule D5, have access.

The audit trails shall conform to the CCD entitled "Audit Trail Functional
Specification" (CR/FSP/006).

Data within the operational audit trail shall be retained for 18 months, although
the set of records associated with a transaction voucher transacted by an APOP.
Service and Transaction data relating to Transactions originated from the Banking
Business Capability and data relating to Transactions that are settled using the
Debit Card or Credit Card Method of Payment shall be retained for seven years.

Data within the commercial audit trail shall be retained for seven years, although

some data will be retained for the term of this Agreement which may be longer.

Access to audit trail data is provided to authorised Post Office personnel either

by interactive access or through a set of standard reports.

Security of data and audit trail

All data captured at the Data Centre either as part of a Transaction performed at

a Counter Position or as an administration function shall form part of a unique

Transaction which shall have a unique reference number. The format of this

Transaction shall vary according to the Transaction type but will typically contain:
(a) Branch Code;

(b) Counter Position ID;

(c) unique Transaction ID;

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(d) date;
(e) time;
(f) User ID; and

(9) Transaction details.

3.10 Reconciliation Support Facility

3.10.1

3.10.2

The Reconciliation Support Facility and associated reports support Post Office in
establishing a common financial position between Post Office and those Clients
and other third parties whose own processes may cause them not to accept a
Transaction performed in a Branch.

Reports will be produced and provided to Post Office and the Reconciliation
Support Facility will be supported by the processes specified in the CCD to be
entitled "End to End Reconciliation Reporting" which will be a revision of the CCD
“Network Banking End to End Reconciliation Reporting" (CS/SPE/011).

3.11 Training Support Facility

3.11.1

3.11.2

3.11.3

3.11.4

3.11.5

3.11.6

The Training Support Facility supports training from CTOs enabling each CTO
Counter within a CTO to operate an independent training environment.

The Training Support Facility utilises those aspects of the Business Capabilities
and Support Facilities that provide Branch based capability together with
separate functionality to simulate online interfaces which will return pre-defined
simulation responses.

Users of the Training Support Facility will generate Training Transactions and
Training Data that will be separated and separately identifiable from HNG-X
Transactions and data. Training Data will not be passed to external clients or the
audit stream.

Reports generated using the Training Support Facility will reflect the Training
Transactions performed during the Training Session and stock levels reported will
be adjusted accordingly.

Post Office will establish and manage each CTO Branch as a Branch within the
live estate and each will be allocated their own Branch Code which will indicate
that they are a CTO Branch.

The Training Support Facility will utilise Branch Infrastructure and will require the
use of an operational data communications link in order to process Training
Transactions. Each CTO Counter within a CTO will be connected by LAN through
the shared single branch router, and there will be a shared back office printer.

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3.11.7 The Training Support Facility will enable the Training Data of a CTO Counter to
be reset back to a pre-defined default state.

3.11.8 The Training Support Facility will require the use of an operational data
communications link in order that updates of software change and reference data

can occur. This may take place automatically in the same manner as for Branches.
or at points in time that are agreed between Fujitsu Services and Post Office.

4. ADDING NEW BUSINESS CAPABILITIES OR SUPPORT FACILITIES
41 Introduction

4.1.1. When a new Business Capability or Support Facility is to be added under the
Change Control Procedure, the following actions shall be completed:

4.1.1.1 a high-level description of the Business Capability or Support Facility
shall be incorporated into paragraphs 5 or 6 including a statement of any
interdependency with any existing (or new) Business Capability or
Support Facility as appropriate;

4.1.1.2 the relevant Schedules to this Agreement shall be updated to record the
new Business Capability or Support Facility, including:

(a) Schedule 1 (Interpretation);
(b) Schedule C1 (Service Level Principles and Remedies);
(c) Schedule A5 (Post Office Responsibilities);

(d) this Schedule B3.2 (Business Capabilities and Support
Facilities); and

(e) other Schedules to this Agreement, as relevant; and

4.1.2 Relevant CCDs shall be created or updated and referenced from the table
contained in paragraph 7.

5. ADDITIONAL BUSINESS CAPABILITIES
This paragraph will include brief descriptions of each new Business Capability.
5.1 POca Card Issuing Business Capability

5.1.1. The POca Card Issuing Business Capability enables Post Office at Counter
Positions to:-

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5.1.2

5.1.1.1 issue POca Cards to new cardholders;

5.1.1.2 issue replacement POca Cards for lost or stolen cards;

5.1.1.3 issue replacement POca Cards for damaged cards;

5.1.1.4 withdraw POca Cards

The components of the POca Card issuing Business Capability are as follows:

5.1.2.1 Counter Transactions that use the In/Out Payment Business Capability
to generate Transactions;

5.1.2.2 a network interface to the POca VPN network
5.1.2.3 a web service to:

(a) convert on-line Transactions generated by the counter into on-
line Transactions in the POca host service format;

(b) route POca on-line Transactions to the POca host service;

(c) convert the response to on-line Transactions returned from the
POca host service into on-line Transactions in counter format;

(d) generate error messages if the on-line Transaction has not been
processed successfully;

The counter dialogue for POca money transfer transactions is controlled by Post
Office Reference Data

Transactions undertaken using the Bureau Service Business Capability shall be
recorded as part of a customer session and shall be committed as part of the
settlement process using the Payment Management Business Capability

5.2 Channel Integration Capability

5.2.1

The Channel Integration capability enables non-HNG-X devices to access a
subset of HNG-X services through the use of a collection of technical services
that handle the inbound and outbound messages to the non-HNG-X device and
integrates with the HNG-X services.

5.3 Paragraph removed by CCN1640a

5.3.1

Not Used

5.4 Smart Metering Capability

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5.4.1

The Smart Metering capability means the web service provided by Fujitsu that
allows customers of British Gas to access and top up their Smart Card for usage
on British Gas Meters.

6. ADDITIONAL SUPPORT FACILITIES

This paragraph will include brief descriptions of each new Support Facility.

6.1 Generic Web Services (GWS) Support Facility

6.1.1

Fujitsu Services will provide a set of services as defined in Annex C of the CCD
‘Data Centre Operations Service: Service Description’ (SVM/SDM/SD/0003) to
enable GWS Clients to be developed, tested and deployed in the Fujitsu Data
Centre.

The Generic Web Services Support Facility provides a generic set of facilities in
the Fujitsu Data Centre which enables Post Office to:

6.1.2.1 define new GWS Clients;

6.1.2.2 amend or update existing GWS Clients defined using the Generic Web
Services Support Facility;

The Generic Web Services Support Facility enables messages to be received
from, and responses to be sent to, an In/Out Payment Counter Transaction as
defined in the CCD entitled “AP-ADC Reference Manual” (DES/GEN/MAN/002)
and the ‘APOP Authorisation Service - On-line Application Interface
Specification” (AP/IFS/064);

The Generic Web Services Support Facility enables messages to be sent to, and
responses to be received from, the GWS Client over the internet;

The Generic Web Services Support Facility enables messages sent to, and
responses received from, the GWS Client to be encrypted as defined in the ‘Web
Service Client Connection Process’ (REQ/GEN/PRO/1386);

Using the ‘Web Service Client Connection Process’ (REQ/GEN/PRO/1386) the
Generic Web Services Support Facility enables Post Office to define for a Generic
Web Service Client:

6.1.6.1 the routing of on-line messages between an In/Out Payment Counter
Transaction and a GWS Client;

6.1.6.2 the transaction mapping between the In/Out Payment message format
and the GWS Client message format:

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° field mapping;
e field validation;
e data transformation;
6.1.6.3 the response code mapping between the response received from the
GWS Client and the response returned in the In/Out Payment Counter

Transaction;

6.1.6.4 the message data which must not be written to the Generic Web Service
log file;

6.1.6.5 the network connection type.

6.2 Client File Delivery Support Facility

6.2.1 The Client File Delivery Support Facility enables:

6.2.1.1 transactions in PayStation and Post & Go-transaction files to be
posted into the branch accounts;

6.2.1.2 transactions in the PayStation and Post & Go transaction files to be
collated with HNG-X counter transactions;

6.2.1.3 APS to deliver collated transaction data to Post Office Clients;
6.2.1.4 TPS to deliver collated transaction data to POL MI Services;

6.2.1.5 TPS to collate and aggregate transaction data and deliver it to the HR
SAP Service;

6.2.1.6 APS to summarise collated APS transaction data and deliver client
transaction summaries;

6.2.2 The Client File Delivery Support Facility enables Data Files to be transferred

to/from the Post Office Data Gateway Support Facility

6.3 Post Office Data Gateway Support Facility

6.3.1 The Post Office Data Gateway Support Facility enables Data Files to be

transferred between:-

6.3.1.1 the HNG-X Data Centre and Post Office Clients;

6.3.1.2 the Post Office Data Centre and the HNG-X Data Centre;
6.3.1.3 Post Office Clients and the Post Office Data Centre;

6.3.2 The Post Office Data Gateway Support Facility enables:-

6.3.2.1 Data File transfers to the Post Office Data Gateway Support Facility
to be initiated by the Post Office Data Gateway or by Post Office or its
Clients;

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6.3.2.2 Data File transfers from the Post Office Data Gateway Support Facility
to be initiated by the Post Office Data Gateway or by Post Office or its
Clients;

6.3.3 The Post Office Data Gateway Support Facility enables a Data File received

by the Post Office Data Gateway Support Facility in one format to be
transformed into another format that is supported by either Post Office or its
Clients;

6.3.4 The Post Office Data Gateway Support Facility enables Data Files received

by the Post Office Data Gateway Support Facility to be merged into a single
Data File;

6.3.5 The Post Office Data Gateway Support Facility enables Data Files output by

the Post Office Data Gateway Support Facility to be transferred to one or more
recipients;

6.3.6 The Post Office Data Gateway Support Facility enables Data Files to be

transferred using one of the Post Office Data Gateway Support Facility
protocols specified in the ‘Post Office Data Gateway to Post Office Clients
Technical Interface Specification’ (DES/NET/TIS/1499);

6.3.7 The Post Office Data Gateway Support Facility enables Data Files to be transferred from
an external (to the HNG-X Data Centre) sending service, or transferred to an external (to the
HNG-X Data Centre) receiving service, using ISDN connections or the internet.

6.4 Common Digital Platform Adaptor

6.4.1 The Common Digital Platform Adaptor relays messages received from the

HNG counters using AP-ADC scripts to the external platform known as
Common Digital Platform and relays the responses from Common Digital
Platform back to the HNG counters.

7. LIST OF RELATED DOCUMENTS

71 Business Capability and Support Facilities definitions

TAA

Prior to start of Trigger Point T5 (Data Centre Ready for HNG-X), the provisions
of Schedule B4.2 (Horizon software) applied and was linked to a number of
definition documents. Following the implementation of Project HNG-X these
documents were withdrawn.

This Schedule B3.2 provides a summarised description of the HNG-X Business.
Capabilities which defines the functionality available at each Post Office Counter
for serving Customers and the Support Facilities which define the administration
and background functionality used by Branches.

In addition, the CCD entitled ‘Mapping Schedule B3.2 to the HNG-X Solution’
(REG/GEN/REP/1091) provides a list of the existing Solution Baseline
Documentation Sets and Contract Controlled Documents that apply to each
Business Capability and Support Facility described in this Schedule B3.2.

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7.2 The CCDs listed in Table B below supplement the document described in paragraph 7.1.3
and relate to more than one Business Capability / Support Facility.

Table B

Document Title Fujitsu Services Reference

HNG-X Technical Security Architecture ARC/SEC/ARC/0003

Horizon OPS Reports and Receipts - Post I SD/DES/005 (Replaced by
Office Account Horizon Office Platform I (DES/GEN/SPE/0008) September 2011,
Services (DES/GEN/SPE/0009) December 2013,
(DES/GEN/SPE/0010) May 2015,
(DES/GEN/SPE/0011) November 2013

HNG-X Style Guide DES/APP/STD/0001

8. POL Service Types

8.41 The POL Service Types applicable to the period after Acceptance Point Z3 are set out in
Annex 1 to this Schedule.

8.2 If Post Office notifies Fujitsu Services in writing that it no longer requires use of a POL
Service Type and requests that Fujitsu Services disable that POL Service Type in
accordance with Clause 10.5, then where Post Office ceasing to use that POL Service
Type may affect the use of any other POL Service Type(s), Fujitsu Services shall advise
Post Office accordingly. Where Fujitsu Services so advises Post Office, the Parties will
discuss and agree (acting reasonably) the appropriate steps to be taken to address the
effect of disabling the POL Service Type on any other POL Service Type(s).

8.3 In relation to the Generic Web Services (GWS) Support Facility, the GWS Client list that
shall be maintained by Fujitsu Services is set out in Annex 2 to this Schedule B3. Should
Post Office Limited no longer require use of a GWS Client it shall give Fujitsu Services
no less than 30 days written notice.

9. ASSOCIATED DOCUMENTS

9.1 The following CCDs are associated with this Schedule B3.2:

Document Reference Document Title

1 ARC/SEC/ARC/00003 HNG-X Technical Security
Architecture

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2 SD/DES/005 Horizon OPS Reports and Receipts
- Post Office Account Horizon
Office Platform Service

3 DES/APP/STD/0001 HNG-X Style Guide

4 COM/CUS/SPE/0001 Post Office Contract Controlled and
Contract Referenced Document
List

5 DES/GEN/MAN/0002 AP-ADC Reference Manual

6 CS/PRD/058 Fujitsu Services / Post Office Ltd
Interface Agreement for
Operational Business Change -
Reference Data

7 BP/DOC/008 Automated Payments System
Client List

8 BP/DOC/014 POCL Automated Payments
Generic Rules

9 EF/SER/001 Debit Card MoP Functional
Description

10 AP/MAN/004 APOP = Authorisation Service
Reference Manual

11 BP/SPE/046 APOP Definition

12 CS/SPE/011 Network Banking End To End
Reconciliation Reporting

13 CR/FSP/006 Audit Trail Functional Specification

14 SVM/SDM/SD/0013 Reference Data Management
Service: Service Description

15 SVM/SDM/STD/0001 Post Office Ltd Operational
Business Change -_ Branch,
Interface Agreement

16 Not Used Not Used

17 BP/IFS/010 Application Interface Specification
Reference Data to Fujitsu Services
Limited

18 AS/IFS/001 Horizon to Post Office Feed Feed
for Track and Trace Application
Interface Specification

19 DES/APP/AIS/0009 Horizon Online - Streamline
Application Interface Specification

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20 ARC/SOL/ARC/0001 HNG-X — Solution — Architecture
Outline

21 ARC/SEC/ARC/0002 Horizon Security in the absence of
HNG-X

22 REQ/GEN/REP/1091 Mapping Schedule B3.2 to the
HNG-X Solution

23 DES/GEN/SPE/0008 HNG-X Branch and Counter
Reports

24 DES/GEN/SPE/0009 HNG-X Receipts, Slips and Labels

9.2 There is one CRD associated with this Schedule B3.2.

1. (DES/GEN/SPE/0011) HNG-X AP and ADC
Receipts
2 DES/GEN/SPE/0010 HNG-X Banking, Debit

Card and ETopUp
Receipts and Texts

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ANNEX 1

POL SERVICE TYPES

HNG-X

1 ‘I Point of Sale

2 I In/Out Payment (basic services)

3 I In/ Out Payment (Advanced Data Capture)

4 I In/Out Payment (APOP)

5 I Banking (CAPO)

6 I Banking (Santander)

7 I Banking (LINK)

8 I DVLALicensing

9 I Electronic Top-Up

10 I Bureau Service

11 I Postal Services

12 I Payment Management (Basic MOPs)

13 I Payment Management (Debit Card)

14 I Payment Management (Credit Card)

15 I Cash and Stock Management

16 I Branch Management

17 I Branch Administration

18 I Branch Support

19 I Transaction Management (Transaction
storage and management)

20 I Transaction Management (TES QA)

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21

File Management

22

Reference Data

23

PAF

24

Message Handling

25

Audit

26

Reconciliation (Banking style)

27

Reconciliation (AP style)

28

CTO Training

29

POca Card Issuing Business Capability

30

Generic Web Services Support Facility

31

Client File Delivery Support Facility

32

Post Office Data Gateway Support Facility

33

Collect and Returns Support Service

34

Removed by CCN1640a

35

Smart Metering Capability

36

Channel Integration Capability

37

Common Digital Platform Adaptor (CDPA)

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ANNEX 2
GENERIC WEB SERVICES (GWS)
GWS ClientName I Date Effective I CTintroducing IDateofGWS ICT _
from: the Service into Client Ceased removing
Live the Service
4 SFA (Skills Funding I 13 November T1009 31% May 2016 I CT1943
Agency) 2012
2 POLO 10" December C1218
2012
3 UK Online 23" May 2013 CT1201a
4 DVLA 16" June 2013 cT1091
C1584
CT1585
5 Homephone & 25" July 2013 CT1214
Broadband
6 National Express 15" September C1213
Ticketing service 2013
Web Service
7 The Health Lottery 16 September CT1256
2013
8 UKBA (UK Border I 04" November CT1261a 31% Oct 2017 C12272
Agency) Support 2013
Payments Web
Service
9 DVLA Direct Debit 18 October CT1584
2014
10 Click & Collect 12! May 2015 CT1398,
CT1346b

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1

FMCV Travel Money
Card

28" April 2015

T1429, CT1513,
CT1943

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SCHEDULE B3.3

HNG-X CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE

Version History

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Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

14 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

3.0 23/02/09 Baseline copy of 2.1

3.1 13/05/09 Applying changes as per CCN1258

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 23/12/09 Applying changes as per CCN 1268

6.2 05/01/10 Applying changes as per CNN 1272

6.3 31/03/10 Applying changes as per CCN1276a

6.4 01/04/10 Applying changes as per CCN1270

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu.

8.0 21/02/12 Applying changes specified in CCN1294d

9.0 13/01/14 Applying changes as per CCN1349,1311b, 1328b and
CCN1400

10.0 10/09/15. Applying changes as per CCN1418, CCN1420a and as
subsequently amended in this CCN1506 and moving all
Schedules to V10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1423c, CCN1427 and
moving all Schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN1610, CCN1614a,
CCN1618a, CCN1621 and moving all schedules to
V12.0

13.0 23-Nov-2020 Updating as per CCN1629, CCN1632 and CCN1650c
and moving all Schedules to v13.0

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SCHEDULE B3.3

HNG-X CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE

1. HNG-X SERVICE INFRASTRUCTURE

1.4 Introduction

1.1.1

This Schedule B3.3 records and specifies the HNG-X Service Infrastructure that
shall be provided by Fujitsu Services in order to deliver the Business Capabilities
and Support Facilities described in Schedule B3.2 from Trigger Point T5 (Data
Centre Ready for HNG-X). Prior to Trigger Point T5 (Data Centre Ready for HNG-
X), the provisions of Schedule B4.3 shall apply.

The HNG-X Service Infrastructure comprises, in the period up to 31St March 2015:

(a) Branch Infrastructure, the provisions relating to which are set out in
Schedule B3.4;

(b) HNG-X Central Infrastructure;

(c) HNG-X Telecommunications Infrastructure; and

(d) POLSAP Central Infrastructure (from the POLSAP R1 Go Live Date)
and in the period from 1° April 2015, the
(a) HNG-X Central Infrastructure;
(b) HNG-X Telecommunications Infrastructure; and

(c) POLSAP Central Infrastructure (from the POLSAP) R1 Go Live Date).

The HNG-X Service Infrastructure provides functions and capabilities used to
deliver the Business Capabilities and Support Facilities, and the Operational
Services.

The provisions of this Schedule shall not apply in respect of the HNG-X Central
Infrastructure or HNG-X Telecommunications Infrastructure, and accordingly it
does not form part of the HNG-X Service Infrastructure.

1.2 HNG-X Central Infrastructure

1.24

Subject to paragraph 1.3.4(f), Fujitsu Services shall provide all equipment at the
Data Centres necessary to provide the Business Capabilities and Support

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1.2.2

1.2.3

1.2.4

1.2.5

1.2.6

1.2.7

1.2.8

1.2.9

1.2.10

Facilities. This equipment, including the telecommunications equipment, shall
have sufficient capacity to meet the business volumes as set out in the CCD
entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033).

The Transfer Asset Register shall be updated in accordance with the timetable
contained in paragraph 3.2.1 of Schedule E.

Fujitsu Services shall maintain all increases in the capacity of the HNG-X Service
Infrastructure which Fujitsu Services have agreed to make at the request of Post
Office.

Fujitsu Services shall retain all hardware and software provided to a particular
Post Office specification, save that Fujitsu Services may substitute identical
replacements for such hardware and software.

Fujitsu Services may replace, upgrade, remove or decommission hardware and
software from time to time comprised in the HNG-X Service Infrastructure
provided that it continues at all times to comply with its obligations in paragraphs
1.2.3 and 1.2.4 (unless agreed otherwise under the Change Control Procedure).

Fujitsu Services shall use the facilities of the DR Data Centre to provide a
testing environment, which shall be known as the SV&l Rig which shall
support functional testing until 31st March 2020

Fujitsu Services shall maintain at their Bracknell location the Integration (INT) Rig
which shall support integration testing until 318' March 2020

Fujitsu Services shall maintain at their Bracknell location the Component
Integration and Test (CIT) Rig which shall support development testing until 315*
March 2020.

Any additional test configurations that are required to support changes to Post
Office's business shall be dealt with through the Change Control Procedure.

Fujitsu Services shall, before 31S' March 2018, detail £100,000 of investment
value in maintaining the supportability of the HNG-X Test Infrastructure which will
be funded by Fujitsu Services. The specific utilisation of these funds will be as
agreed between the parties and may be utilised on infrastructure refresh and/or
Services. All changes will be managed in accordance with the Change Control
Process.

1.3 HNG-X Telecommunications Infrastructure

1.3.1

The HNG-X Telecommunications Infrastructure consists of:

(a) for Branches where the Branch Network Service is provided by Fujitsu
Services, Branch Telecom Infrastructure — those networking elements
that provide connectivity between the Branches and the Data Centre; or
for Branches where Replacement Services to the VSAT BB
communications method to Branches are being provided by the Next
Supplier, infrastructure_providing connectivity between the Branches
and the Data Centre shall be provided by the Next Supplier- the

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infrastructure providing connectivity between the Branches and the Data
Centre provided by the Next Supplier; and

Central Telecom Infrastructure — those network elements that provide
connectivity from the Data Centre to other sites.

1.3.2 Branch Telecom Infrastructure

(a)

(b)

The Branch Telecom Infrastructure, in Branches where the Branch
Network Service and CMT Service is provided by Fujitsu Services,
Fujitsu Services shall use one or more of the following communications
methods between the Branch Infrastructure and the Data Centres:

(i) Until 15" January 2018, Integrated Services Digital Network
(ISDN) - communications method to connect to the data centre
where ADSL cannot be used or if in the Kingston
Communications area;

(ii) Until 15" January 2018, Public Switch Telephone Network
(PSTN) which shall be introduced on a Branch by Branch basis
on commencement of Associated Change Workstream A7
(Branch Router Rollout);

(iii) I Asymmetric Digital Subscriber Line (ADSL) - Primary
communications method for Branches;

(iv) I Sub-paragraph removed by CCN1621.

(v) General Packet Radio Service (GPRS) / Enhanced Data GSM
Environment (EDGE) and 3G which shall be introduced on a
Branch by Branch basis on commencement of Associated
Change Workstream A7 (Branch Router Rollout); or

(vi) Sub-paragraph removed by CCN161.

(vii) Internet Virtual Private Network — to enable Branches to connect
from Internet connections. This is subject to agreed connection
specifications and concurrency limits as stipulated in Schedule
D1 Annex A “BRANCH AND COUNTER POSITION LIMITS”.

These connections may be used as either primary or backup network
connections, although there may be restrictions on the size of the
Branch that can be supported on some technologies. Additionally there
are restrictions on the technologies that are supported for a Branch’s
primary (storage) location. All such restrictions are set out in
PA/PER/033.

The backup network is designed to cater for failures of the primary
network at individual Branches and not for a total failure of the primary
network at all Branches. Any capacity limits for the backup network will

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be set out in the CCD entitled "Horizon Capacity Management and
Business Volumes" (PA/PER/033).

The response time Service Levels defined in Schedule C1 and each
applicable Service Description apply to this Schedule B3.3 providing that
at least 90 per cent of Transactions are undertaken in Branches that use
ADSL as their primary network connection. If the proportion of the
connected Branches using ADSL drops below this level then changes
will be handled under the Change Control Procedure.

With regard to the BNS Report Part 1 and BNS Report Part 2 (as defined
below):

Within 1 month of date of signature of CCN 1400, Fujitsu Services
shall agree with Post Office via the Change Control Procedure the
preparation of a comprehensive study of the current Branch Network
which shall, as a minimum, cover the following aspects of the current
Branch Network Service:

(a) Branch Routers. The availability and any changes required
to maintain Sarian/Digi firmware support through to 31st
March 2017 (note hardware is part of the Engineering
Service);

(b) Branch Routers. The compatibility of the current branch
routers with expected changes in WAN technologies (where
WAN provider engaged as part of study);

(c) Cisco Summary Router firmware and hardware support.
What options are there given that this product goes “end of
supported life” with Cisco in mid 2015;

(d) ADSL. What changes, if any, are expected with the
TalkTalk LLU copper product prior to end of March 2017;

(e) ADSL. What changes, if any, are expected with the BT IP
Connect copper product prior to end of March 2017;

(f) C&W Energis / RemoteConnect. Confirm what if any
changes may be required with respect to the PSTN
Bootloader access; and

(g) Utimaco NT4 VPN. Confirmation that the date goes forward
to March 2017,

with respect to any known issues which may affect the Branch
Network Service prior to 31st March 2017 (the “BNS Report Part 1”).
If requested by Post Office within 2 weeks of date of signature of
CCN 1400 Fujitsu Services shall also include in this study some or
all of the following:

(h) ADSL — Kingston copper ADSL;
(i) VSAT branch hardware (Disk, IDU etc);
@) VSAT Atlantic Bird, Euro Bird and Italy Base Station;

(k) Cisco Internet Branch Routers (at VSAT, BFPO and KDSL)
firmware support;

() Orange/Voda — roadmap for 2G and 3G technologies;
(m) Orange/Voda — SIM cards standards;
(n) Orange/Voda — data centre connectivity issues; and

(0) C&W Energis / Remote Connect - ISDN / PSTN branch
connectivity; and
(Pp) BT individual ISDN2e lines,

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(i)

(iii

(iv)

(vy)

(vi)

(vii)

(viii)

(ix)

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to determine if there are any other issues which may affect the
Branch Network Service prior to 31st March 2017 (the “BNS Report
Part 2”). The BNS Report Part 1 and the BNS Report Part 2 (if any)
shall be referred to as the “BNS Report”. Fujitsu Services shall
produce Part 1 of the report within 3 months of the signature of the
Change Note and if requested by Post Office in accordance with
clause (e) (i) above Part 2 of the report within 4 months of the
signature of the Change Note.

The preparation of the report shall be chargeable to the Post Office,
the cost of the BNS Report Part 1 shall be capped at £70,000 (exc.
VAT) and the cost of the BNS Report Parts 1 and 2 combined shall
be capped at £120,000 (exc. VAT).

The Parties shall jointly review the BNS Report and shall use
reasonable endeavours to challenge the BNS Report and work with
third parties to minimise and mitigate the elements of the Service
that need refreshing, upgrading or a change to the terms support
associated with any spares, hardware, software or firmware which
form part of the current Branch Network Service. The Parties shall
use reasonable endeavours to agree any changes to the BNS
Report within 30 Working Days of the date that the BNS Report is
delivered to Post Office.

The Parties acknowledge and agree that the preferred outcome is
that no changes to the infrastructure of the Branch Network Service
are required. The Parties shall work collaboratively together so as
to achieve this outcome so as to ensure that no or minimal capital
expenditure is required from Post Office.

If the Parties are unable to agree the BNS Report then the Subject
Leads for the Relationship best qualified to deal with the BNS
Report, taking into account its nature and the responsibilities of each
Subject Lead, shall convene an occasional meeting of the relevant
Relationship in accordance with paragraph 3.3 of Schedule A2 to
agree the BNS Report. If the matter is not resolved at a
Relationship level its shall be escalated via the existing Dispute
Resolution Procedure.

Once agreed, any items identified in the BNS Report shall be
deemed to be BNS R&R Required Items.

Post Office may purchase such BNS R&R Required Items from any
Tower Contractor or any other third party. Until 31st March 2015, as
set out in Schedule B1 (Branch Hardware Implementation), only
Fujitsu Services may implement such BNS R&R Required Items into
the Services (at Post Office’s additional cost, where such costs are
not recoverable under the Charges) unless the relevant Service is
partially terminated in accordance with Schedule E, paragraph 9.1.
After 31%* March 2015, Post Office may request the appropriate
Tower Contractor to implement the BNS R&R Required Items
(where the previous way to implement such an item was performed
by an element of the Services that has been partially terminated) but
Fujitsu Services retains the right (acting reasonably) to sample test
and check correct implementation of such BNS R&R Required
Items.

Once BNS R&R Required Items have been implemented then
Fujitsu Services shall provide the Services and comply with the
Service Levels to which those Refresh Items relate.

With regard to BNS R&R Required Items listed in the BNS Report
Part 1, Post Office shall procure and/or implement the BNS R&R
Required Items set out in the BNS Report Part 1. In the event that
Post Office fails to procure and/or implement the relevant BNS R&R
Required Item, then Fujitsu Services shall not be liable for any

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service failure directly attributable to Post Office not proceeding with,
implementing and/or making available the BNS R&R Required Item
listed in the BNS Report Part 1.

(x) With regard to Refresh Items listed in the BNS Report Part 2, Post
Office may at its sole option determine whether to implement all,
some, or none of BNS R&R Required Items set out in the BNS.
Report Part 2. In the event that Post Office decides to proceed with
some or none of the Refresh Items listed in the BNS Report Part 2,
then Fujitsu Services shall not be liable for any service failure
directly attributable to Post Office not proceeding with, implementing
and/or making available the BNS R&R Required Items listed in the
BNS Report Part 2.”

1.3.3. Central Telecom Infrastructure

The Central Telecom Infrastructure provides network connections:

(i) between Data Centres and Post Office sites;
(ii) between Data Centres and Client sites;
(iii) between Data Centres and Fujitsu Services support sites;

(iv) between the Data Centres and third party support sites;
(v) between the two Data Centres (intercampus links); and
(vi) for the test service including any test Branches.

1.3.4 Interface support for Post Office services or Client services

(a) The HNG-X Telecommunications Infrastructure shall include capability
to enable connection between the Data Centres and Post Office systems
or Client systems. The style of connection and operation shall be
defined in the relevant TIS and shall support real and delayed time
initiation of activities.

(b) The HNG-X Telecommunications Infrastructure and HNG-X Central
Infrastructure shall provide a file distribution function which shall be
responsible for the transfer, monitoring and retry of files as specified in
the relevant AIS and / or TIS.

(c) The HNG-X Service Infrastructure shall support authorisations for Post
Office products through access to computer systems which are external
to Post Office services or are within Post Office services.

(d) Additional Post Office services or additional Client services which
require an additional interface may be agreed from time to time between
Post Office and Fujitsu Services and shall be specified in an additional
TIS and / or an additional Als.

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(e) Interface Support for Santander

(i)

Fujitsu Services shall be responsible for provision of, security of,
and management of the communications link between the Data
Centres and Santander (which for the purposes of this Schedule
includes the physical routers, encryption devices, file transfer
management servers and associated cabling), subject to Post
Office complying with (and ensuring that any third party Post
Office uses for siting or storage of such equipment complies with)
the following:

(1) provision of a suitable physical operating environment
for Fujitsu Services’ equipment used for or in connection
with the communications link including the following:

(A) ensuring the physical security of all equipment
which is located on Post Office and/or any such
third party's premises to protect against
unauthorised access; and

(B) provision of environmental conditions as
reasonably required by Fujitsu Services.

(2) permitting Fujitsu Services to gain access (at
reasonable times and on reasonable notice) to all
locations where such equipment is held or is to be
installed, in order to enable Fujitsu Services to effect or
procure the installation, maintenance, repair, renewal
and support of such equipment.

(f) Interface Support for CAPO and LINK

(i)

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Post Office shall be responsible for procuring the provision of,
security of, and management of the communications links
between the Data Centres and CAPO and LINK respectively
(which for the purposes of this Schedule shall include the physical
routers, encryption devices, file transfer management servers
and associated cabling) in accordance with and subject to
paragraph 1.3.4(g), subject to Fujitsu Services complying with
(and ensuring that any third party Fujitsu Services uses for siting
or storage of such equipment complies with) the following:

(1) provision of a suitable physical operating environment
for CAPO and LINK equipment used for or in connection
with the communications links including the following:

(A) ensuring the physical security of all equipment
which is located on Fujitsu Services and/or any

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(2)

(3)

such third party’s premises to protect against
unauthorised access; and

(B) provision of environmental conditions as
reasonably required by CAPO and/or LINK;

permitting CAPO and/or LINK (including their respective
contractors) to gain access (at reasonable times and on
reasonable notice, and subject to paragraph 1.3.4(g)) to
all locations where such equipment is held or is to be
installed, in order to enable Post Office to effect or
procure the installation, maintenance, repair, renewal
and support of such equipment; and

any reasonable request for co-operation and/or
information made by Post Office from time to time,
where the provision of such co-operation or information
is necessary to enable Post Office to perform the Post
Office Communications Links Services.

(g) Post Office Communications Links Services

Post Office shall, in relation to paragraph 1.3.4(f), be responsible for

ensuring that:

(i)

(ii)

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the Post Office Communications Links Services are carried out
promptly, efficiently, diligently and professionally, and with all
reasonable skill and care;

it obtains an undertaking from each LINK and CAPO that its
respective employees, servants, agents or sub-contractors
engaged to perform the Post Office Communications Links
Services:

(1)

keep confidential, and not disclose to anyone else, any
Confidential Information of Fujitsu Services disclosed by
or obtained from Fujitsu Services in the course of
performing the Post Office Communications Links
Services;

use such Confidential Information only to the extent
reasonably required to perform the Post Office
Communications Links Services; and

return such Confidential Information held in tangible form
to Post Office, and to irretrievably delete or destroy all
such information held in electronic form, on termination
or expiry of that party's obligations in respect of the Post
Office Communications Links Services,

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other than as required by law;

(iii) it or any third party engaged by it to perform the Post Office
Communications Links Services complies with any reasonable
instructions and/or requirements (including without limit any
reasonable instructions and/or requirements relating to Data
Centre security) given to it by Fujitsu Services from time to time;
and

(iv) the communication links between the Data Centres and CAPO
and LINK (respectively) shall have sufficient capacity to meet
Post Office’s business volume requirements from time to time;
and

(v) Post Office shall fully indemnify Fujitsu Services in respect of
any personal injury or loss of or damage to Property incurred by
Fujitsu Services, its contractors or their respective employees
and authorised agents to the extent that such personal injury or
loss of Property is caused by a Default of Post Office, its
employees, agents or contractors in connection with the
performance of the Post Office Communications Links Services.

1.4 Exclusivity

1.4.1. No computer system shall be connected to the HNG-X Central Infrastructure or
to those elements of the HNG-X Telecommunications Infrastructure which are
employed exclusively in the provision of the HNG-X Services without the approval
of Post Office.

1.4.2 Fujitsu Services shall maintain a register of computer systems with which such
connections are allowed.

1.4.3. The HNG-X Central Infrastructure and HNG-X Telecommunications Infrastructure
shall provide links into other computer systems as required to support the
introduction of new or re-engineered Transactions required by Post Office.

1.4.4 The identity of any computer system with which a link is to be established shall
be authenticated.

1.4.5 Fujitsu Services shall produce reports detailing any attempt to establish a link
(specified in paragraph 1.4.3) which is rejected. Fujitsu Services shall provide
these reports to Post Office on request. Such reports will not be required where
the link is between the HNG-X Central Infrastructure / HNG-X
Telecommunications Infrastructure and the Banks; and the rejection is due to a
failure of the Banks; or between the HNG-X Central Infrastructure / HNG-X
Telecommunications Infrastructure and the MA and the rejection is due to a failure
of the MA.

1.5 Continued Support of operating systems and Software

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1.7

24

2.2

3.1

3.2

Fujitsu Services shall fully support the Software in the HNG-X Service Infrastructure
during the life of the elements of HNG-X Service Infrastructure on which such Software is
utilised in providing Services.

Functional Title or Code

Fujitsu Services shall ensure that each component of the HNG-X Service Infrastructure
is clearly marked with a functional title or code so that it can be readily identified in the
relevant documentation and related to its proper place in the HNG-X Service
Infrastructure.

POLSAP Central Infrastructure

From 5" October 2016 POLSAP Central Infrastructure is detailed in the CCD entitled
“POLSAP Hosting-Service, Service Description” (SVM/SDM/SD/2191).

1.7.1 Not Used.

1.7.2 Not Used.

SECURITY

Introduction

This section covers the security provisions relating to the HNG-X Service Infrastructure.

Encryption Key Management

2.2.1. The HNG-X System shall support a reliable and secure means for the transfer of
data to the Data Centre. This shall include the use of techniques used selectively
and in agreement between Post Office and Fujitsu Services as specified in the
CCD entitled "HNG-X Technical Security Architecture" (ARC/SEC/ARC/0003)

2.2.2 With the exception of PIN Pads (in which case paragraph 2.1.4 of Schedule B3.4
shall apply), a key management system shall be in place so the encrypted data
can be deciphered without risk of that cryptographic key being exposed.

2.2.3 Fujitsu Services shall support the use of PIN Pads and the associated
cryptographic management. PIN Pads shall comply with the requirements of ISO
9564.

BUSINESS CONTINUITY

Introduction

This paragraph 3 covers the business continuity provisions relating to the HNG-X Service
Infrastructure.

End to End Recovery

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End-to-end recovery shall be performed by Fujitsu Services in accordance with the CCD
entitled “HNG-X Business Continuity Framework” (SVM/SDM/SIP/0001).

3.3 Business Continuity

3.3.1 Data Centre Resilience

(a)

(b)

(c)

(d)

(e)

(9)

One Data Centre will be used to support the Business Capabilities and
Support Facilities (the “Live Data Centre”) with a second Data Centre
providing DR (the “DR Data Centre”). There are network components
(appliances and platforms) at the DR Data Centre which contribute to
the provision of Business Capabilities and Support Facilities.

The DR Data Centre will under normal operation be used for testing
except where it needs to be used for business continuity tests. The DR
Data Centre will also host some live network components.

Each Data Centre shall have the capability in normal operation with no
failures or a single failure having occurred:

(i) to support the Contracted Volumes as defined in the CCD
entitled "Horizon Capacity Management and Business Volumes”
(PA/PER/033); and

(ii) to support Fujitsu Services’ obligations in respect of Service
Levels set out in Schedule C1 and each applicable Service
Description.

Each Data Centre will be configured such that the failure of a single
component will not cause the Business Capabilities and Support
Facilities to fail. For the avoidance of doubt, Fujitsu Services will inform
Post Office of those major Data Centre components whose failure may
result in the need to invoke DR. There is a single high capacity WAN
circuit into each Data Centre. Should the link into one Data Centre fail
then a patch via the other Data Centre will be used.

Switchover to backup systems within the Data Centre and for the
network connections within the Data Centre:

(i) for real-time elements of the Business Capabilities and Support
Facilities shall be automated; and

(ii) for non-real time elements may be automated or manual.

Switchover from the Live Data Centre to the DR Data Centre will be
manually initiated.

In the event that the DR Data Centre needs to be used to run the live
service or if the DR Data Centre itself is unavailable, there will be no

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significant test environment available. In this scenario, limited testing
(sufficient to test minor fixes needed to keep the live service operational)
will be available at a Fujitsu Services development site. However such
testing facilities will not be sufficient to test releases.

3.3.2 The Central Network

(a)

(b)

(c)

The Central Network comprises the network communications between
the Data Centres and the switches used by Fujitsu Services (or Fujitsu
Services' Sub-contractor which operates such network) to:

(i) Until November 15" January 2018, answer ISDN calls from
Branches;

(ii) convert asynchronous transfer mode (ATM) communications
from ADSL Branches into internet protocol (IP) communications;
or

(iii) convert leased line communications from Branches into internet
protocol (IP) communications

(iv) convert wireless wide area network (WAN) protocols from
Branches into internet protocol (IP) communications,

(the "Central Network").

The loss of a major sub-contractor network switching node within the
Central Network shall not cause the complete loss of the Branch
Telecom Infrastructure. However, should a loss of a major sub-
contractor network switching node within the Central Network occur,
Fujitsu Services (in addition to its other obligations under this
Agreement) shall use all reasonable endeavours to procure that any
shortfall in system performance is recovered within seven days of that
loss.

The Central Network shall be configured such that there shall be no
single point of failure within the Central Network. Some failures in the
Central Network may require the Branch to re-establish communications
with the Data Centre.

3.3.3 The Santander Circuit

(a)

(b)

The Santander Circuit shall be configured such that there shall be no
single point of failure (including site failure) within the Santander Circuit.

"The Santander Circuit shall have the capability in normal operation, with
no failures or a single failure having occurred to that link:”

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(i) to support the Contracted Volumes for Banking Transactions for

Santander as defined in the CCD entitled "Horizon Capacity

Management and Business Volumes” (PA/PER/033); and

(ii) of supporting Fujitsu Services’ obligations in respect of Service
Levels set out in Schedule C1 and each applicable Service

Description.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule B3.3.

Document Reference

Document Title

41 PA/PER/033

Horizon Capacity Management and
Business Volumes

2 SVM/SDM/SIP/0001 HNG-X Business — Continuity
Framework

3 ARC/SEC/ARC/0003 HNG-X Technical Security
Architecture

4 Not Used

There are no CRDs associated with this Schedule B3.3.

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Version History

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SCHEDULE B3.4

BRANCH INFRASTRUCTURE

Version No, I Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

14 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

24 79/03/07 Applying CCN 1206

3.0 09/07/07 Baseline copy of 2.1

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes as per CCN1294d and CCN1289a

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

70.0 70/09/15 Applying changes as per CCN1421a and Moving all
Schedules to v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1423c and moving all
Schedules to V11.0 as per CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1616b and moving all Schedules
to v13.0

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SCHEDULE B3.4
BRANCH INFRASTRUCTURE
1. INTRODUCTION

14 The purpose of this Schedule B3.4 is to:

1.1.4 record and specify the Branch Infrastructure that Post Office shall be
responsible for ensuring is in place in order for, Fujitsu Services to deliver
the Horizon Applications and the Business Capabilities and Support
Facilities, and thereby provide the HNG-X Services;

1.1.2 Paragraph removed by CCN1616b.

2. BRANCH INFRASTRUCTURE

21 Branch Infrastructure

2.1.1 Post Office Ltd shall provide equipment as specified in the CCD entitled
“Counter Hardware Design Specification” (BP/DES/003) in all Branches and
any other Post Office authorised location (the “Initial Branch Infrastructure”).

2.1.2, Changes to the locations and number of sets of the Branch Infrastructure

Equipment requested by Post Office shall be in accordance with the process
defined in the CCD entitled "Post Office Ltd Operational Business Change —
Branch, Interface Agreement” (SVM/SDM/STD/001).

2.1.3 Save as may be agreed under the Change Control Procedure, the use of
Equipment in non Branch locations (e.g. Head Office Counter Positions) shall not
require Fujitsu Services to undertake any additional software development,
testing or support, or any site modification or preparation beyond standard site
preparation.
2.1.4 PIN Pads
(a) Fujitsu Services shall ensure that all automated Counter Positions shall
have the capability to support the use of PIN Pads.

(b) Fujitsu Services shall provide and maintain firmware distribution facilities
to ensure the distribution of firmware from the Data Centres to PIN Pads.
The facility shall meet the software control requirements of ISOP 9564.

(c) Post Office accepts that there is a known risk that the existing PIN Pad
may not be suitable for use after 2010. The cost of replacing the PIN
Pad will be handled under the Change Control Procedure.

2.1.5 Peripheral and input devices equipment general requirements

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Peripheral and input devices supplied as part of the elements of HNG-X
Service Infrastructure shall be capable of detecting contention, premature

removal and swapping of Smart Tokens.

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2.1.6

2.1.9

2.1.10

Peripherals Flexibility

(a) The Branch Infrastructure shall have the flexibility for additional
peripheral equipment to be added in the future, including input devices
and printers.

(b) The capacity for connectivity of peripherals at each Counter Position
shall be set out in the CCD entitled "Counter Hardware Design
Specification" (BP/DES/003).

Future Flexibility for Sharing of Specialist Peripherals
The Branch Infrastructure shall support:

(a) the sharing of the back office printer between all Counter Positions in
the Branch; and

(b) the sharing of weigh scales between those Counter Positions that are
physically connected to the same weigh scales.

Any sharing of any other specialist peripherals between Counter Positions shall
be handled under the Change Control Procedure.

Appearance of the Branch Infrastructure Equipment

(a) With the exception of PIN Pads the standards for equipment livery to be
used within the Branch Infrastructure are defined in the CCD entitled
"Counter Hardware Design Specification" (BP/DES/003). The standards
for equipment livery for PIN Pads are defined in the CCD entitled "PIN
Pad Product Specification" (NB/PDN/010).

(b) The procedures required to maintain the appearance of the Equipment
shall be minimal and capable of being undertaken by the local Branch
Users. It shall be comparable to the cleaning required of any desk-based
office computer system.

Health, Safety and Legal obligations

All Branch Infrastructure Equipment shall comply with the health, safety and legal
requirements set out in Schedule A4.

Equipment Environmental Considerations

All Branch Infrastructure Equipment shall comply with the Equipment
environmental considerations set out in Schedule A4.

2.1.11 Paragraph removed by CCN1616b

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2.1.12 Paragraph removed by CCN1616b
(a)
(b)
(c)
(d)
(e)
2.1.13 Paragraph removed by CCN1616b
(a)
(b)
(c)
(d)
3. TECHNOLOGY REFRESH
3.1 Paragraph removed by CCN1616b
(a)
(b)
3.1.2
3.2 Paragraph removed by CCN1616b
3.2.1
3.2.2
3.3 Assumptions
3.3.1 In relation to Services, Service Levels and Charges it is assumed:
(a) that the reductions in the number of Branches and Counter Positions

during the term of this Agreement will take place in accordance with the

table in Part 1 of Annex A of Schedule D1;

(b)

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(c)
3.3.2 Paragraph removed by CCN1616b
3.3.3 Paragraph removed by CCN1616b
3.3.4 Paragraph removed by CCN1616b

3.3.5 Paragraph removed by CCN1616b.

(a)
(b)
(c)

(d)

(g) Paragraph removed by CCN1616b

3.3.7 Paragraph removed by CCN1616b
3.4 Paragraph removed by CCN1616b
3.4.1
3.4.2
3.4.3
3.4.4
3.4.5
(a)

(b)

3.5 Paragraph removed by CCN1616b

3.5.1

(a)

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(b)

3.5.2

4. ASSOCIATED DOCUMENTS

441 The following CCDs are associated with this Schedule B3.4:

Document Reference

Document Title

(Withdrawn in CCN1423c)

2 BP/DES/003 Counter Hardware Design
Specification

3 SVM/SDM/STD/001 Post Office Ltd Operational
Business Change -—-_ Branch
Interface Agreement

4 NB/PDN/010 PIN Pad Product Specification

5 Withdrawn in CCN1616b

4.2 The following CRDs are associated with this Schedule B3.4:

Document Reference

Document Title

Withdrawn in CCN1616b

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SCHEDULE B4.1

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LICENCES
Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.4

3.0 09/07/07 Baseline copy of 2.1

40 23/02/09 Baseline copy of 3.1

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all Schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15. CCD reference updates and moving all Schedules to
v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1427 and updating all
Schedules to V11.0 as per CCN1604

12.0 03/07/17 Applying changes as per CCN1610 and moving all
schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1616b and CCN1617a, CCN1647
and moving all Schedules to v13.0

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SCHEDULE B4.1

LICENCES

HORIZON THIRD PARTY SOFTWARE

Table 1 below lists Horizon Third Party Software provided for operational use by End
Users in accordance with the applicable provisions of Clause 30 of this Agreement.

Table 1: Horizon Third Party Software

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Description and Product
Name

Scope & purpose

Class

Office Platform Service

Riposte providing
additional services based
upon web-enabled
functionality.

“Windows NT Operating system Horizon Third Party
Workstation” Software
(Microsoft)
“Riposte” Riposte desktop,
messaging and journal Horizon Third Party
systems. Software (An Post/Escher)
Auditor access to TMS To provide auditor access I Horizon Third Party
to TMS journal records. Software (An Post/Escher)
& Fujitsu Services’
Software.
WebRiposte An enhanced version of Right to use granted to

Post Office in accordance
with paragraph 2 of this
Schedule B4.1.

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 B4.1.

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 B4.1.

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Name

Description and Product

Scope & purpose

Class

Hypercom PIN Pad
Software

The software used to
support the operation of
PIN Pads.

Horizon Third Party
Software (Hypercom).

Mails Product

Escher Mails product
(version 3.3) allows the
introduction of country
specific services and
charges and the future
implementation of size
based pricing for non-
standard letters and
packets, including track
and trace facilities.

Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule B4.1.

Geller Touch v8.10.12

Retail sales application for
use by Post Office on the
PostShop Branch
Infrastructure.

Horizon Third Party
Software.

PC Anywhere v.11

Communication software
for use on the PostShop
Branch Infrastructure.

Licensed to Post Office by
the third party licensor,
subject to and solely,
notwithstanding anything to
the contrary in Clause 30 of
this Agreement, on the
basis of the licensor's
standard terms.

Lexcel Test System
Network Enterprise
Licence

The software used to
emulate Santander, LINK
and CAPO within the
testing environment.

Horizon Third Party
Software for use by Post
Office.

(Lexcel)

1.2 Table 2 below lists the software which Post Office sub-licenses or grants rights to use to
Fujitsu Services in accordance with Clause 31 of this Agreement.

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Table 2: Software provided by Post Office

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Name Tracer”

performs name
validation and
keyword searching
— for integration
into Horizon
Applications such
as the Mails
Application and
APS.

Original supplier I Purpose and Sub-licence (SL). Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence
Siemens Metering I Smart card SL There is no right to
Ltd security capable of modify the
being executed on Software.
Name: “SML a personal
Software” computer The specific sub-
operating Windows licensing terms and
Version numbers 95 or Windows NT. conditions including
for the SML any further
Software will Automated restrictions are
initially be agreed Payment Service specified in the
between the for Quantum and CCD entitled
parties and may be I SPM smart cards. “Software Sub-
amended from licence for Smart
time to time in Card Security
accordance with Software” (ICL
the CCD entitled Pathway reference
“Software Sub- AP/DOC/004)
licence for Smart
Card Security
Software” (ICL
Pathway reference
AP/DOC/004).
QAS Limited Provides name RTU The specific terms
and address and conditions
Name: capture, recodes including any further
“QuickAddress postcodes, rights and

restrictions are
specified in the
CCD entitled "QAS
Software Right to
Use and Data Sub-
Licence”
(SU/CON/036)

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Original supplier
and Software
product name

Purpose and
applicable
Service

Sub-licence (SL)
or right to use
(RTU)

Any additional
restrictions on the
sub-licence

“QuickAddress Pro
with Welsh PAF”

QAS Limited Provides validation
of proof of address
Name: documents,
“QuickAddress address validation
Validator” and fraud
prevention — for
integration into
Horizon
Applications such
as Mails and APS.
QAS Limited As “QuickAddress
Name Tracer”
Name: above but using

Welsh postal
address data

SAP UK Limited

mySAP.com
Solution Suite
version 4.7 and
SAP NetWeaver
Master Data
Management
version 3.0 (and
any updates to or
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)

Purpose:
Facilitates and
supports the
configuration of
Configured POL
FS by Post Office
or a third party on
behalf of Post
Office

Service: POL FS
Services

RTU

The specific terms
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: “SAP
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)

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Original supplier I Purpose and
and Software applicable
product name Service

Sub-licence (SL)
or right to use
(RTU)

Any additional
restrictions on the
sub-licence

SAP UK Limited Purpose: the
database engine
Name: DB for SAP I used in

versions 9.2.04 conjunction with
and 9.2.05 (and the SAP Software

any updates to or .
new versions Service: POL FS

thereof provided Service
by Post Office for
use by Fujitsu

RTU

The specific terms
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: “SAP.
Software Right to
Use and
Maintenance

Services)
Agreement for
Fujitsu Services”
(CF/CON/001)
Microsoft Azure Horizon Platform I Microsoft Azure The terms and
Services Services conditions of the

Customer
Agreement

1.3 Table 2A below lists the Third Party Data that Post Office sub-licenses to Fujitsu Services
in accordance with Clause 31 to this Agreement.

Table 2A.
Data source and data Purpose and applicable Any additional
product name Service/Application restrictions on the
sub-licence
CACI Limited Purpose: Subject to agreement The specific terms
under the Change Control and conditions
Name: “Electoral Roll Procedure, data used to identify including any rights
Database” names associated with address and restrictions are
details specified in the CCD
entitled “QAS
Application: PAF Calling Software Right to Use
Application and Data Sub-

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Royal Mail Purpose: Data used to validate Licence”
postcodes and identify/confirm (SU/CON/036)
Name: “PAF” address details.

Application: PAF Calling
Application

2. ESCHER UPGRADE SOFTWARE

2.1 General

2.1.1

This paragraph 2 specifies the terms on which the Escher Upgrade Software may
be used by Post Office and Escher Software Users in connection with the Existing
Services. Such rights of use shall cease upon the occurrence of Trigger Point T6
(Counter Application Rollout Complete).

2.2 Terms of Use

2.2.1

Fujitsu Services grants to Post Office and to all Escher Software Users from time
to time (together with Post Office the “Licensed Persons”) a right to use and (for
the purposes only of loading, execution, storage, transmission or display) copy
the Escher Upgrade Software to the extent necessary for the Licensed Persons
to receive the Existing Services in connection with the system known as “Horizon”
currently in use by Post Office and as upgraded by the Escher Upgrade Software.

Fujitsu Services warrants that it has the right to grant the rights stated to be
granted by it under paragraph 2 of this Schedule B4.1 and that it has the right to
make such back-up copies of the Escher Upgrade Software as are reasonably
necessary for the provision of the Services.

The rights granted by paragraph 2.2.1 of this Schedule B4.1 are subject to the
following conditions:

2.2.3.1 Post Office shall notify Fujitsu Services of all actual or threatened
breaches of Escher's trade secret, patent, copyright, and other ownership
rights in the Escher Upgrade Software of which it becomes aware and
shall use reasonable endeavours to provide Fujitsu Services with
assistance as may be reasonably requested by Fujitsu Services in
relation to the prevention and/or challenge of such actual or threatened
breaches.

2.2.3.2 Notwithstanding paragraph 2.2.3.1 of this Schedule B4.1, Post Office
may at its absolute discretion notify Escher directly of such actual or
threatened breach in addition to notifying Fujitsu Services.

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2.2.3.3 All use of the Escher Upgrade Software by Post Office and/or Escher

Software Users shall take place within the United Kingdom or its
territories.

2.2.3.4 On termination of this Agreement, provided such termination occurs prior

to Trigger Point T6 (Counter Application Rollout Complete), Fujitsu
Services shall at Post Office’s request procure the direct licence of the
Escher Upgrade Software to either Post Office or a replacement for
Fujitsu Services appointed by Post Office (as Post Office requests) at no
charge and on substantially the same terms as the Existing Licences.
The obligations of Fujitsu Services and the rights of Post Office under this
paragraph 2.2.3.4 shall survive termination of this Agreement.

2.2.3.5 Post Office’s rights granted by Fujitsu Services by paragraph 2.2.1 of this

Schedule B4.1 shall terminate upon the grant of a direct licence in
accordance with paragraph 2.2.3.4 of this Schedule B4.1.

2.2.3.6 Save to the extent required under English law, the rights granted by

paragraph 2.2.1 of this Schedule B4.1 shall not be construed so as to
allow Post Office to modify, reverse engineer, disassemble or reverse
compile the Escher Upgrade Software or take any other action to disclose
Escher's source code. To the extent that Post Office is permitted by law
to take such action for interoperability or otherwise, such reverse
engineering or related activity shall be limited to the minimum amount
required and may not be undertaken unless Fujitsu Services has refused
or is unable to make or procure such adaptations after Post Office
requests that it do so. Fujitsu Services shall be entitled, subject to the
prior approval of Post Office, to charge Post Office its reasonable costs
for making and/or procuring such adaptations as Fujitsu Services makes
or procures and Post Office shall pay such charges.

2.3 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 “HNGX-U/ Style Guide”
(DES/APP/STD/0001) (formerly “Horizon Office Platform Service Style Guide”, reference

SD/STD/001).

24 Confidentiality

The provisions of paragraph 2.2 of Schedule C3 shall apply.

2.5 Breach

The provisions of paragraph 2.3 of Schedule C3 shall apply.

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2.6 Termination

The provisions of paragraph 2.4 of Schedule C3 shall apply.

3. LISTED DOCUMENTATION

3.1 Purpose

3.1.1. This paragraph 3 lists the Listed Documentation which Fujitsu Services shall
license to Post Office under the provisions of Clause 30.1.

3.1.2 Any copying in part or modification of the Listed Documentation which Post Office
is allowed to carry out under Clause 30.1 shall be solely to enable the
presentation of information to different groups of readers and shall not materially

change or

misrepresent the meaning of information set out in the Listed

Documentation.

Table 3: Listed Documentation

FUJ00000003
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DES/APP/STD/00

Reference Document
SD/DES/005 Horizon OPS Reports and Receipts - Post Office Account Horizon
Office Platform Service
SD/STD/001 Horizon Office Platform Service Style Guide (Replaced)
(Replaced)

HNGX-UI Style Guide reference

ol

RS/FSP/001 Security Functional Specification (Replaced)

(Replaced)

ARC/SEC/ARC/ I HNG-X Technical Security Architecture

0003

CR/FSP/004 Service Architecture Design Document

Various TMS Technical Documentation, including (without limitation):

Generalised API for OPS/TMS Technical Design Standard
(TD/STD/004) (excluding its Appendices, to the extent that such
use, copying (in whole or in part) and/or modification thereof is
regulated, restricted or prohibited by any confidentiality restrictions
in force from time to time between the parties);

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Reference Document
BP/TRN/OO1 Training and User Awareness Baseline Document
BP/DES/003 Counter Hardware Design Specification
Various Post Office Site Failure Contingency Procedures
Various Release Contents Description for each Release
PA/STR/003 Pathway Release Policy
Various AP Client Specifications
SVM/SDM/SIP/O
001 HNG-X Business Continuity Framework
SVM/SEC/POL/O}
003 RMGA Information Security Policy
PA/PER/033 Horizon Capacity Management and Business Volumes
CS/SPE/011 Network Banking End to End Reconciliation Reporting
NB/PRO/002 On Line Services Reconciliation & Incident Management
CS/PER/046 Counter Transaction Time Performance- Measurement and
Results

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Reference Document

SVM/SDM/ST Fujitsu Services/Post Office Ltd Operational Business Change —
D/0001 HNG-X Branch, Interface Agreement

CR/FSP/006 Audit Trail Functional Specification

VUSTR/O64 Testing Approach for the Horizon System

CS/PRD/058 Fujitsu Services / Post Office Ltd Interface Agreement for

Operational Business Change - Reference Data

NB/ACS/002 NBS Testing Specifications

NB/ACS/001 NBS Testing Plan
Various All Processes and Procedures Descriptions (PPDs)
NB/PDN/O10 PIN Pad Product Specification
NB/SPE/003 Network Banking: Counter Dialogue - Activity & Screen Flows

Withdrawn in

CCN1616b

CS/SER/027 PostShop Service Description

CF/CON/001 SAP Software Right to Use and Maintenance Agreement for

Fujitsu Services

4. SPECIALLY WRITTEN SOFTWARE

Specially Written Software shall include, without limitation, all software identified as such
in the CCD entitled ‘Transfer Asset Register’ (COM/MGT/REP/0001). The Commercial
Relationship may decide to add original software to the list of Specially Written Software
in the Transfer Asset Register from time to time and in any case shall consider whether
any software should be added to that list at least once each year.

5. SPECIALLY WRITTEN DOCUMENTATION

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Specially Written Documentation shall include, without limitation, all Documentation
identified as such in the CCD entitled "Transfer Asset Register" (COM/MGT/REP/0001).
The Commercial Relationship may decide to add documentation to the list of Specially
Written Documentation in the Transfer Asset Register from time to time and in any case
shall consider whether any documentation should be added to that list at least once each
year.

6. ASSOCIATED DOCUMENTS

6.1 The following CCDs are associated with this Schedule B4.1:

Document Reference Document Title
1 AP/DOC/004 Software Sub-licence for Smart Card Security
Software
2 CF/CON/001 SAP Software Right to Use and Maintenance
Agreement for Fujitsu Services”
3 COM/MGT/REP/0001 Transfer Asset Register
4 SU/CON/036 QAS Software Right to Use and Data Sub-
Licence
5 SD/DES/005 Horizon OPS Reports and Receipts - Post
Office Account Horizon Office Platform Service
6 SD/STD/001 (Replaced) Horizon Office Platform Service Style Guide
(Replaced)
DES/APP/STD/0001 HNGX-UI Style Guide reference
7 RS/FSP/001 (Replaced) Security Functional Specification (Replaced)
ARC/SEC/ARC/0003 HNG-X Technical Security Architecture
8 Not Used.
9 TD/STD/004 Generalised API for OPS/TMS Technical
Design Standard
10 Not Used Not Used
11 BP/DES/003 Counter Hardware Design Specification
12 CS/SIP/002 (Replaced) Business Continuity Framework (Replaced)
SVM/SDM/SIP/0001 HNG-X Business Continuity Framework
13 RS/POL/002 (Replaced) Horizon Security Policy (Replaced)
SVM/SEC/POL/0003 RMGA Information Security Policy

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Document Reference Document Title

14 Not Used

15 Not Used Not Used

16 PA/PER/033 Horizon Capacity Management and Business
Volumes

17 CS/PRO/128 APS Reconciliation and Incident Management

18 CS/SPE/011 Network Banking End to End Reconciliation
Reporting

19 NB/PRO/002 On Line Services Reconciliation & Incident
Management

20 Not Used

21 Not Used

22 TWIFS/008 Horizon to Post Office Technical Interface
Specification

23 Not Used

24
Fujitsu Services/Post Office Ltd Operational
Business Change — HNG-X Branch, Interface

SVM/SDM/STD/0001 Agreement

25 CR/FSP/006 Audit Trail Functional Specification

26 VISTR/O64 Testing Approach for the Horizon System

27 CS/PRD/058 Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change -
Reference Data

28 NB/PDN/O10 PIN Pad Product Specification

29 NB/SPE/003 Network Banking Counter Dialogue - Activity &
Screen Flows

30 Withdrawn in CCN1616b

31 CS/SER/027 PostShop Service Description

32 Not Used Not Used

33 Not Used

34 PA/STR/003 Pathway Release Policy

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6.2 There are no CRDs associated with this Schedule B4.1.

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SCHEDULE B4.2

EXISTING APPLICATIONS
Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.4

4.0 14/04/08 Baseline copy of v2.1

5.0 23/02/09 Baseline copy of 4.1

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all Schedules to v8.0 in accordance with CCN
1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 CCD reference updates and moving all Schedules to
v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN 1427 and moving all
Schedules to V11.0 as per CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1616b, CCN1617a and moving all
Schedules to v13.0

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SCHEDULE B4.2
EXISTING APPLICATIONS
1. INTRODUCTION
1.41 This Schedule records and specifies the existing Horizon Applications used by Fujitsu

24

Services to provide the Services to Post Office from the Amendment Date until Trigger
Point T5 (Data Centre Ready for HNG-X).

Fujitsu Services shall operate and maintain each Horizon Application listed in paragraphs
2 and 4 in accordance with the terms of this Agreement, the relevant specifications for
each Horizon Application as set out in this Schedule, all CCDs relevant to an Horizon
Application as referred to in this Schedule and all Service Levels relevant to an Horizon
Application as set out in Schedule B4.4 and Schedule C1 to this Agreement.

Fujitsu Services will be invited to bid for future developments to Horizon Applications in
accordance with the terms of Schedule B1.1.

The functionality and interfaces of each Horizon Application are defined in the CCDs
indicated to relate to an Horizon Application in the column headed “Horizon Application”
in Table A below and the CCDs indicated to relate to that Horizon Application in the CCD
entitled “Post Office Contract Controlled and Contract Referenced Document List”
(COM/CUS/SPE/0001).

Horizon Application software installed in those Branches and Admin Positions which do
not have a network connection point shall not be kept up to date with new Releases other
than in accordance with paragraph 7.4 of Schedule D1.

HIGH LEVEL DESCRIPTION OF EXISTING APPLICATIONS

EPOSS

2.1.1 EPOSS is an electronic point of sale service application which provides the
following functions:

(a) on all Counter Positions in all Branches and Other Authorised Locations:

(i) facilities to Counter Clerks in support of Transactions with
Customers;

(ii) a “till” function; and

(iii) a framework within which other applications can be invoked to
support specialised Transactions within a Customer Session;

(b) to Users within Branches including:

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22 APS

(i) stock balancing;

(ii) Branch cash accounting;

(iii) production of Client summaries; and
(iv) User administration tasks;

(c) transfer of data to Post Office systems and services outside the Horizon
Service Infrastructure; and

(d) management information reporting.

EPOSS is implemented with the following major functional components:
(a) EPOSS running on every Counter Position;

(b) TMS Agent applications running on the Data Centre servers; and
(c) host database applications running in the Data Centres.

EPOSS records Transactions to the Riposte message store. These are
replicated by Riposte to the message stores on file servers at the Data Centres.
The TMS Agents extract and reformat Transaction data and present it for further
analysis, summarisation and forwarding by the host database application.

Cash, cheque and voucher methods of payment are handled by EPOSS. For
payment using a debit card, EPOSS (from the settlement menu) initiates Debit
Card to obtain authorisation of payment.

APS is a 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:

(a) product selection mechanisms using picklists;
(b) a range of data capture and validation routines;
(c) access to the PAF Facility, APOP Facility, DVLA POME and such other

specific external applications as the Parties may agree under the Change
Control Procedure; and

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2.2.3

2.2.6

(d) the use of print templates in support of customised receipt and slip print
layouts.

The production of Reference Data by Post Office to make use of the AP-ADC
Facility shall be in accordance with and subject to the provisions of the CCD
entitled “AP-ADC Reference Manual” (DES/GEN/MAN/0002)).

APS supports the following range of Tokens conforming to the standards in the
relevant CCDs:

(a) magnetic stripe cards;
(b) bar coded documents; and
(c) Smart Tokens comprising:

(i) Quantum token;

(ii) Watercard token; and

(iii) Talexus (developed but not deployed in accordance with the
terms of CCN 798).

APS supports the use of desktop buttons, which may be specified as being
equivalent to a manually entered AP barcode Token.

APS is implemented with the following major functional components:

(a) APS running on every Counter Position;

(b) APS agents running on Data Centre servers;

(c) host database application in the Data Centre; and

(d) file transfer capabilities provided by the Horizon Central Infrastructure.

As referred to in paragraph 2.2.2 (c), APS supports access to DVLA POME for
the purpose of vehicle re-licensing Transactions only. DVLA POME is the Driver
Vehicle and Licensing Agency (DVLA) and Post Office MOT enquiry service which
is based on systems that are external to the Horizon Service Infrastructure. The
AP-ADC Facility will perform online interactions with DVLA POME during a
vehicle re-licensing Transaction. Such interaction will take place via the DVLA
On-line Link. Information concerning MOT status and vehicle excise duty as well
as other supporting data will be retrieved during the course of such on-line
interaction, as specified by Post Office Reference Data for the purposes of the re-
licensing Transaction. The interaction with DVLA POME may be configured to
deal with scenarios where no response is received from DVLA POME within
designated time periods.

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2.2.7

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 AP Transactions which support them conform to the relevant AP Client
Specification, which in turn references the CCD entitled “POCL Automated
Payments Generic Rules” (BP/DOC/014) and appropriate Token Technology
Specification(s). Data is transferred to AP Clients in accordance with the
appropriate AIS. Such transfer will either be direct to the AP Client in accordance
with the relevant automated payment client specification or via the EDG in
accordance with the CCD entitled “Automated Payments Interface Specification
- EDG / DES” (CR/IFS/002).

APS supports the receipt of data from Clients, typically comprising tariff data, as
specified in the relevant AIS specified in the CCD entitled “Post Office Contract
Controlled and Contract Referenced Document List” (COM/CUS/SPE/0001). This
data will be distributed to APS.

2.2.10 Post Office will be responsible for:

(a) the design and development of new AP Transactions that use the AP-
ADC Facility;

(b) (save to the extent that Fujitsu Services is required to facilitate testing of
Post Office Reference Data in accordance with the CCD entitled “Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business
Change - Reference Data" (CS/PRD/058)) ensuring that Post Office
Reference Data, intended to introduce those new Transactions, functions
correctly within the Horizon Service Infrastructure (in accordance with
any applicable Reference Data rules) and has the desired business
effect; and

(c) defining receipts (for all AP Transactions that use the AP-ADC Facility)
that contain sufficient information to allow manual recovery of a subset of
the transaction data following a system failure, to the extent that such
manual data recovery is required by Post Office.

23 APOP Facility

2.3.1

2.3.2

The APOP Facility is a set of components that support the creation of APOP
Services. Each business application that makes use of the APOP Facility will be
segmented into its own APOP Service.

The components of APOP are as follows:

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(a) an APOP database which stores details of Transaction Vouchers and the
actions that have been performed on a Transaction Voucher by each
APOP transaction;

(b) an APOP authorisation service which processes APOP transactions by
applying the rules defined in the APOP Service Definition for the APOP
Service;

(c) an APOP branch service that processes APOP on-line transactions
initiated from an AP-ADC counter Transaction using the APOP
authorisation service referred to in paragraph 2.3.2 (b);

(d) an APOP batch service which will send/receive batch files to/from the
EDG/DES and process APOP batch transactions using the APOP
authorisation service referred to in paragraph 2.3.2 (b);

(e) an APOP administration service that will process APOP on-line
transactions initiated from an APOP Administration Workstation using the
APOP authorisation service referred to in paragraph 2.3.2 (b).
Transactions will be routed to the APOP authorisation service by a web
server;

(f) an APOP reporting service that will process APOP transactions to
extracts records from the APOP database using the APOP authorisation
service referred to in paragraph 2.3.2 (b);

(g) an APOP housekeeping service that will process time-driven eventAPOP
transactions using the APOP authorisation service referred to in
Paragraph 2.3.2 (b);

(h) an APOP archiving service that archives data from the APOP database;

(i) a web service to route APOP on-line counter transactions to the APOP
database for the APOP Service;

@) templates for the counter and branch receipts; and
(k) templates for the office counter weekly and office weekly reports.

2.3.3 An APOP Service comprises at least the elements set out in paragraphs 2.3.2
(c), (i), G), and (k).

2.3.4 The production of Reference Data by Post Office to make use of the APOP
Facility shall be in accordance with and subject to the provisions of the CCD
entitled "APOP Authorisation Service Reference Manual" (AP/MAN/004).

2.3.5 The CCDs entitled “APOP Definition” (BP/SPE/046) and “Schedule B4.2
Existing Applications" (CS/PRD/058) set out the rules that shall apply in
determining whether the Post Office is required to request a Work Package in

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24

i
ln

2.4.1

2.4.3

2.4.4

respect of introducing additional APOP Services/AP Transactions using the
APOP Facility and/or modifying an existing APOP Service. Where so required by
the provisions of either of those CCDs, Post Office shall request a Work Package
for the introduction and/or modification (as applicable) of such
services/transactions.

Post Office shall be responsible for:

(a) the design and development of new AP Transactions that use the APOP
Facility;

(b) (save to the extent that Fujitsu Services is required to facilitate testing of
Post Office Reference Data in accordance with the CCD entitled "Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business
Change - Reference Data" (CS/PRD/058)) ensuring that Post Office
Reference Data, intended to introduce those new Transactions, functions
correctly within the Horizon Service Infrastructure (in accordance with
any applicable Reference Data rules) and has the desired business
effect;

(c) defining receipts (for all AP Transactions that use the APOP Facility) that
contain sufficient information to allow manual recovery of a subset of the
Transaction data following a system failure, to the extent that such
manual data recovery is required by Post Office;

(d) transforming incoming data files into standard APOP format according to
the APOP Interface Specifications for live purposes; and

(e) generating required reports from extract files generated by APOP,
according to the APOP Interface Specifications for live purposes.

The LFS application provides an interface between Branches and the Post
Office’s Advanced Distribution System (SAP/ADS) and is at all Branches.

LFS captures data from Branches for onward transmission to SAP/ADS. Such
data includes cash, outward Remittances including confirmation of SAP/ADS

pouch collection and confirmation of SAP/ADS pouch receipt at the Branch.

LFS transmits planned orders and replenishment deliveries, created by SAPADS,
to Branches.

LFS includes the following functional components:

(a) LFS Branch application. This is present on all Counter Positions
at all Branches. It provides:

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(ii)

(iii)

screen dialogues for inputting relevant data which are written to
the Riposte message store;

facilities for scanning bar coded labels to monitor movement of
cash and stock bags and pouches into and out of the Branch.
Data captured from these bar codes are written to the Riposte
message store; and

a facility for viewing specialised messages originated by
SAP/ADS and transmitted to the Branch; and

LFS Data Centre application provides an interface to SAP/ADS
for the exchange of batch data, and manages the forwarding to,
and receipt from, Branches of that data. Data created in
Branches is extracted from the Riposte message stores by agent
applications.

2.4.5 LFS is implemented with the following major functional components:

2.5 Message Broadcast

2.5.1

LFS running on every Counter Position;
LFS agents running on Data Centre servers;
host database application in the Data Centre; and

file transfer capabilities provided by the Horizon Central
Infrastructure.

The Message Broadcast (“MBS”) application provides a mechanism for
transmitting plain text messages to all Branches or to Branches specified in a

list.

2.5.2 MBS comprises:

(a)

(b)

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

MBS Data Centre application, which provides facilities for creating
messages by text input (including copying text from other electronic
documents including emails received by Fujitsu Services from Post
Office) and distributing them to Branches.

2.5.3 MBS is implemented with the following major functional components:

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(a) MBS running on every Counter Position; and

(b) MBS agents running on Data Centre servers.

The NBS application supports transaction of banking business in Branches. It is
installed at all Counter Positions in all Branches, but requires an operational data
communications link in order to process Transactions. NBS is invoked from
EPOSS either by:

(a) a card swipe (or input of card details) where EMV functionality is not
supported in respect of that card; or

(b) a Customer inserting his or her card into the chip card reader in a PIN
Pad where such card supports EMV functionality,

while in serve customer mode other than at the settlement menu. The following
Transaction types are supported:

(i) cash deposit;

(ii) cash withdrawal;

(iii) balance enquiry;

(iv) withdraw limit;

(v) change of PIN at PIN Pad; and

(vi) cheque deposit.

NBS has the following functional components:

(a) NBS manages reading of data from magnetic stripe bank cards and EMV
chip cards, presentation of screen dialogues to the User and User data
input, input of PIN numbers by customers, and printing of receipts. It also
integrates the banking Transactions into an EPOSS Customer Session.
NBS writes data to a message store, including “immediate” messages to
initiate message exchange with the Bank systems;

(b) NB Authorisation Agent applications run on servers at the Data Centres.
Such servers harvest relevant “immediate” and standard messages.
Messages between the Counter Position and the Bank systems are
brokered by the agent application. Standard messages are harvested by
the agents and summarised and forwarded to the Horizon Reconciliation
Facility; and

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(c) the Reconciliation Horizon Application as used by NBS receives data
from the NB Authorisation Agents and from Bank systems and prepares
reports reconciling these data streams and identifying reconciliation
exceptions for investigation and corrective action.

2.6.3 NBS also supports the Transaction Enquiry Service by passing NB Requests, NB

Authorisations, NB Confirmations and reversals (where applicable to NBS) from
the persistent store to the Transaction Enquiry Service from where they are
available for query using TESQA.

27 Reference Data Management Application

274

The Reference Data Management Application is a database application running
in the Data Centre. It receives Reference Data from the Post Office Reference
Data System in accordance with the CCD entitled “Application Interface
Specification Reference Data to Pathway for CSR+” (BP/IFS/011). It also
provides facilities for the manual input of data by Fujitsu Services’ personnel and
incorporation of system generated data from other parts of the Horizon Service
Infrastructure.

Reference Data from Post Office Reference Data System is delivered in
separately identifiable change instructions and loaded into Fujitsu Services’
Reference Data Management Centre. These change instructions are then made
available to a daily extract process when correct authorisation for each request
is received from Post Office. Details regarding the delivery and authorisation of
Reference Data are given in the following CCDs:

(a) for products, “Fujitsu Services / Post Office Ltd Interface Agreement for
Operational Business Change - Reference Data” (CS/PRD/058); and

(b) for Branches, “Fujitsu Services/Post Office Ltd Operational Business
Change — HNG-X Branch, Interface Agreement” (SVM/SDM/STD/0001)
(formerly “Fujitsu Services/Post Office Ltd Operational Business Change

- Branch, Interface Agreement’ (CS/IFS/003)).

Reference Data Management Horizon Application is implemented with the
following major functional components:

(a) Reference Data management agents running on Data Centre servers;
(b) host database application in the Data Centre; and

(c) file transfer capabilities provided by the Horizon 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.

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2.7.5 Reference Data Management Application provides data used by all the other

Initial Horizon Applications and has the potential to extend this to additional
Horizon Applications running on the Horizon Service Infrastructure.

Reference Data Management Application shall check Reference Data
consistency and report exceptions.

28 Horizon Audit Facilities

2.8.1

2.8.2

2.8.3

2.8.4

2.8.5

The Horizon Audit Facilities provide the mechanisms to record and maintain an
audit trail of Transactions and events according to the CCD entitled “Audit Trail
Functional Specification” (CR/FSP/006).

The Horizon Audit Facilities enable the recording of an operational audit trail and
a commercial audit trail as such terms are referred to in the CCD entitled “Audit
Trail Functional Specification” (CR/FSP/006). These comprise the audit trail
associated with the operation of the Horizon Applications operated by Fujitsu
Services, and the audit trail of that part of Fujitsu Services’ internal commercial
records to which Post Office's internal auditors or agents have access, as set out
in Schedule D5.

Data within the operational audit trail will be retained for 18 months, although the
set of records associated with a Transaction Voucher transacted by an APOP
Service and transaction data in the TMS journal, including data relating to NBS
and Debit Card will be retained for seven years.

Data within the commercial audit trail will be retained for seven years, although
some data will be retained for the term of the Agreement which may be longer.

Access to audit trail data is provided to authorised Post Office personnel either
by interactive access or through a set of standard reports.

2.9 Horizon Reconciliation Facilities

2.9.1

The Horizon Reconciliation Facilities comprise a set of applications which will
support Post Office in effecting reconciliation between itself, its Clients and third
parties. These facilities will also support the reconciliation of accounting
transaction data processed at a Counter Position with the details passed to the
Post Office.

The Horizon Reconciliation Facilities support the reconciliation of Transactions
carried out using APS, EPOSS, NBS and Debit Card.

Reports will be produced and provided to Post Office and Horizon Reconciliation
Facilities will be supported by the processes specified in the set of CCDs
referenced under “Reconciliation” for a particular Horizon Application in the CCD
entitled “Post Office Contract Controlled and Contract Referenced Document List*
(COM/CUS/SPE/0001).

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2.10 Debit Card

2.10.1 The Debit Card application supports Transaction of Debit Card payments in
Branches. Itis installed at all Counter Positions in all Branches, but requires an
operational data communications link in order to process Transactions. Debit
Card can be invoked from EPOSS either by:

(a) a card swipe (or input of card details) if EMV functionality is not supported
in respect of that card; or

(b) a Customer inserting his or her card into the chip card reader in a PIN
Pad where such card supports EMV functionality,

when EPOSS is at the settlement menu. The following Transaction types are

supported:

(i) Debit Card purchase;

(ii) Debit Card Refund; and

(iii) explicit Reversal (as defined in the CCD entitled “Mapping Schedule B3.2
to the HNG-X Solution” (REQ/GEN/REP/1091) (formerly “Debit Card
MoP Functional Description” (EF/SER/001))).

2.10.2 Debit Card has the following functional components:

(a) Debit Card manages reading of data from magnetic stripe debit cards and
EMV chip cards, presentation of screen dialogues to the User and User
data input, and printing of receipts. It also integrates the DC Transactions
into an EPOSS customer session. Debit Card writes data to a message
store, including “immediate” messages to initiate message exchange with
the Data Centre, and onwards to the Merchant Acquirer; and

(b) the DC Authorisation Agents run on servers at the Data Centres. Such
servers harvest relevant “immediate” and standard messages.
Messages between the Counter Position and the Merchant Acquirer are
brokered by the agent application. Standard messages are harvested by
the agents and summarised and forwarded to the Reconciliation Horizon
Application.

3. ADDING NEW APPLICATIONS

3.1 When a new application is to be added under the Change Control Procedure, the
following actions shall be completed:

3.1.1

a high-level description of the application shall be incorporated into paragraph 4
of this Schedule;

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41

3.1.2 the relevant Schedules to this Agreement shall be updated to record the new
application, including:

(a) Schedule 1 (Interpretation);

(b) Schedule B4.4 and C1 (Service Levels and Remedies);
(c) Schedule A5 (Post Office Responsibilities);

(d) this Schedule B4.2 (Existing Applications), 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:

(a) Horizon Application definition;

(b) interface specifications;

(c) HCI specifications;

(d) Reference Data requirements (as relevant); and

(e) Fujitsu Services and Post Office operational procedures (as relevant).
ADDITIONAL APPLICATIONS

This paragraph will include brief descriptions of each new application.

Mails Application

4.1.1. Mails Application is a postal acceptance application designed to fully automate
the service selection and pricing of mails items transacted at Counter Positions.
Mails Application provides transaction facilities at each Counter Position,
integrated into the Customer Session using facilities provided by EPOSS.

4.1.2. Mails Application is a standard cashier script application that has been
customised for UK use by the addition / alteration of cashier scripts and the
creation of specific Mails Reference Data. Mails Reference Data is unique to the
Mails Application and is supplied by Post Office. Mails Reference Data contains
Client data, typically comprising services, tariffs, rules and constraints.

4.1.3 Mails Application accepts manual input of data (weight, destination, service type)
as well as automatic input from electronic weigh scales and barcode readers.

4.1.4 Mails Application is implemented with the following major functional components:

(a) Mails Application running on every Counter Position;

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(b)

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Data Centre support for Reference Data subscription groups;

Mails Application agents (for Reference Data distribution) running on the
Data Centre servers; and

(d) File transfer facilities supported by the existing Horizon Service Infrastructure.

Mails Application supports the following postal acceptance functionality:

(a)

(b)

(i)

Mails Application includes the Clients, their products and services as
defined by Mails Reference Data;

Mails Application applies conformance to the business rules defined in
Mails Reference Data and only permits users to select those services that
are valid for a set of input variables (weight, destination, value of content,
delivery urgency and signature required);

Mails Application can be customised by Mails Reference Data;

Mails Application prints postage labels and receipts as defined in the CCD
entitled “Horizon OPS Reports and Receipts - Post Office Account
Horizon Office Platform Service” (SD/DES/005);

Mails Application includes on screen help and links to additional Mails
Application help screens in the form of HTML pages which can be
accessed by the Counter Clerk;

Mails Application accesses the generic Postcode Address File ("PA File")
to verify or complete a destination address on selected services;

Mails Application captures track and trace barcode information during a
mails acceptance transaction and passes this information along with
associated PA File data to the EDG for onward transfer to Clients;

Mails Application allows the capture of the track and trace barcode
information and verification of price for pre- franked “bulk mail”. The track
and trace and item details are sent to the EDG for onward transfer to
Clients; and

Mails Application records complete postage related details including value,
weight, destination, service(s), track and trace, postcode and label as well
as all other standard transaction details to the message store.

42 Mails Administration Application

4.2.1

Mails Administration Application supports the following functions:

(a)

mails despatch and exception handling;

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4.2.2

4.2.3

4.2.4

(b) local collect;

(c) return of undelivered priority mails items; and
(d) fast input of "bulk mail" (known as "speed bulk").
Mails despatch

(a) The despatch process allows the reconciliation between track and trace
items scanned in as part of the acceptance process and those awaiting
collection by the carrier.

(b) For mails items confirmed as available for despatch a record will be created
and sent to the EDG for onward transfer to Clients.

(c) The despatch process will include a mechanism for recording if the despatch
is the last for that day.

(d) I The despatch process will allow reconciliation errors to be corrected or an
exception report produced prior to the despatch of the remaining items.

Local collect

(a) The local collect function allows mails items delivered to the Branch for local
collect to be scanned in using the track and trace barcode. A record of
barcodes will be sent to the EDG for onward transfer to Clients.

(b) The local collect function allows mails items to be collected by Customers
and will charge either an open or fixed fee. A record of each collected item
will be sent to the EDG for onward transfer to Clients.

(c) The local collect function allows items that have not been collected after a
defined period to be scanned out of the Branch. A record of each non
collected item will be sent to the EDG for onward transfer to Clients along
with a code indicating the reason for non collection.

Return of undelivered priority items

Priority mails items not delivered by the carriers delivery agent can be returned to
any Post Office and recorded by scanning the track and trace barcode. A record
of each collected item will be sent to the EDG for onward transfer to Clients along
with a code indicating the reason for non delivery.

4.2.5 Speed Bulk

Pre-franked mails (bulk mails) can be scanned in without any weight / price
checks. A record of each collected item will be sent to the EDG for onward
transfer to Clients.

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43 ETU Application

4.3.1. The ETU Application supports the Customer purchase or refund of mobile phone

related credits and associated content products (e.g. ring tones). It is installed at
all Counter Positions in all Branches, but requires an operational data
communications link in order to process Transactions. ETU credit products
(known as Topup products or PIN products) are invoked by swiping a card (or
input of card details). ETU content products (known as PIN/e-voucher products)
are invoked by selecting an ETU desktop button. The following Transaction Types
are supported:-

(a) the purchase of a card based Topup product;
(b) the purchase of card based PIN product;

(c) the purchase of a PIN/e-voucher product;

(d) the refund of a card based Transaction; and

(e) the refund of a PIN/e-voucher Transaction.

4.3.2 The ETU Application has the following functional components:

(a) the ETU Counter Application which manages reading of data from magnetic
stripe cards, the selection of ETU products from menus, the presentation of
screen dialogues to the User and User data input, and the printing of receipts.
It also integrates the ETU Transactions into an EPOSS Customer session.
ETU writes data to the Riposte message store, including immediate”
messages to initiate message exchange with the e-pay authorisation system;

(b) ETU Agent applications run on NT servers at the Data Centres. Such servers
harvest relevant “immediate” and standard messages. Messages between the
Counter Position and e-pay are brokered by the ETU Agent applications.
Standard messages are harvested by the ETU Agent and summarised and
forwarded to the Reconciliation Application; and

(c) 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.

44 Bureau Application

444

The Bureau Application provides the ability to trade foreign currencies and
traveller's cheques at Counter Positions. The service provided in a particular
Branch can range from none to full bureau de change facilities, depending on the
Bureau Type defined in Reference Data for the Branch in question.

4.4.2 The Bureau Application has the following major features:

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(a) the ability to receive Spot Rates Files and Margins Files from the Post Office,
and to use the data in these files to control the rates at which currencies and
travellers’ cheques are traded; and

(b) extension of EPOSS counter functionality to support, depending on Bureau
Type, for:

(i) buying currency and travellers’ cheques;
(ii) selling currency and travellers’ cheques;

(iii) remitting currency and travellers’ cheques for sale (but not travellers’
cheques redeemed) into and out of Branches;

(iv) transferring currency and travellers’ cheques for sale (but not travellers’
cheques redeemed) between Stock Units;

(v) revaluing currency to reflect changes in spot rates; and
(vi) declaring the quantities of bureau stock on hand;and;

(c) The ability to receive payment for foreign currency by means of a variety of
methods of payment, including credit cards and debit cards in addition to cash.

4.5 APOP Facility

4.5.1 The AP Out-Payments (APOP) Facility is a set of components that support the
creation of APOP Services. Each business application that makes use of the
APOP Facility will be segmented into its own APOP Service:

4.5.2 The components of APOP are as follows:

4.5.2.1 An APOP database which stores details of Transaction Vouchers and the
actions that have been performed on a Transaction Voucher by each
APOP transaction;

4.5.2.2 An APOP authorisation service which processes APOP transactions by
applying the rules defined in the APOP Service Definition for the APOP.
Service;

4.5.2.3 An APOP branch service that processes APOP on-line transactions
initiated from an AP-ADC counter Transaction using the APOP
authorisation service referred to in paragraph 4.5.2.2;

4.5.2.4 An APOP batch service which will send/receive batch files to/from the
EDG/DES and process APOP batch transactions using the APOP.
authorisation service referred to in paragraph 4.5.2.2;

4.5.2.5An APOP administration service that will process APOP on-line
transactions initiated from an APOP Administration Workstation using the
APOP authorisation service referred to in paragraph 4.5.2.2.

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Transactions will be routed to the APOP authorisation service by a web
server;

4.5.2.6 An APOP reporting service that will process APOP transactions to extracts
records from the APOP database using the APOP authorisation service
referred to in paragraph 4.5.2.2;

4.5.2.7 An APOP housekeeping service that will process time-driven event
APOP transactions using the APOP authorisation service referred to in
paragraph 4.5.2.2;

4.5.2.8 An APOP archiving service that archives data from the APOP database;

4.5.2.9 Aweb service to route APOP on-line counter transactions to the APOP
database for the APOP Service;

4.5.2.10 Templates for the counter and branch receipts; a

4.5.2.11 Templates for the office counter weekly and office weekly reports.

4.5.3 An APOP Service comprises at least the elements set out in paragraphs 4.5.2.3,
4.5.2.9,4.5.2.10 and 4.5.2.11.

4.5.4 The production of Reference Data by Post Office to make use of the APOP Facility
shall be in accordance with and subject to the provisions of the CCD entitled
“APOP Authorisation Service Reference Manual" (AP/MAN/004).

4.5.5 The CCD entitled "APOP Definition" (BP/SPE/046) sets out the rules that shall apply
in determining whether the Post Office is required to request a Work Package in
respect of introducing additional APOP Services/AP Transactions using the APOP.
Facility and/or modifying an existing APOP Service. Where so required by the
provisions of that CCD, Post Office shall request a Work Package for the
introduction and/or modification (as applicable) of such services/transactions;

4.5.6 Post Office shall be responsible for:

4.5.6.1 the design and development of new AP Transactions that use the APOP.
Facility;

4.5.6.2 (save to the extent that Fujitsu Services is required to facilitate testing of
Post Office Reference Data in accordance with the CCD entitled "Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business

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7A

7.2

7.3

Change — Reference Data" (CS/PRD/058)) ensuring that Post Office
Reference Data, intended to introduce those new Transactions,
functions correctly within the Horizon Service Infrastructure (in
accordance with any applicable Reference Data rules) and has the
desired business effect;

4.5.6.3 defining receipts (for all AP Transactions that use the APOP Facility) that
contain sufficient information to allow manual recovery of a subset of the

Transaction data following a system failure, to the extent that such
manual data recovery is required by Post Office;

4.5.6.4 transforming incoming data files into standard APOP format according
to the APOP Interface Specifications for live purposes; and

4.5.6.5 generating required reports from extract files generated by APOP,
according to the APOP Interface Specifications for live purposes.

LIST OF RELATED DOCUMENTS

Table A below lists those CCDs which provide a high level technical/functional overview
of each Horizon Application. The CCDs listed in Table B below supplement that Table
and relate to more than one Horizon Application. Further details of each Horizon
Application can be found in those CCDs which are indicated to relate to that Horizon
Application in the CCD entitled “Post Office Contract Controlled and Contract Referenced
Document List” (COM/CUS/SPE/0001).

Not Used

PAF FACILITY

The PAF Facility is a generic facility based on QAS Software. It is not an Horizon
Application itself, but may be invoked by a PAF Calling Application.

The function of the PAF Facility is to:

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;

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75

7.6

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
67.5 being subject to this provision in this instance):

(a) a fault in the QAS Software; or

(b) a failure of the PAF Facility or any PAF Calling Application caused by a
fault in the QAS Software

A fault or failure referred to in paragraphs 7.4.2 (a) and 7.4.2 (b) shall not, of itself,
constitute a Default by Fujitsu Services except to the extent that such fault or failure has
been caused by an act or omission of Fujitsu Services.

Fujitsu Services 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 Limited (its successors and assigns) is provided to Fujitsu Services to
support the implementation of the PAF Facility.

FALLBACK

EPOSS, APS and LFS, but not NBS (which has a process of recovery of incomplete
transactions in the event of a counter failure) shall have fallback Transactions that
minimise or negate the impact of failure in any of the Applicable Services which use those
Horizon Applications.

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Table A

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Horizon Application

Horizon Application Definition or
Equivalent

EPOSS — Counter and Branch
Administration

EPOSS Definition

(BP/SPE/033)

EPOSS -— Debit Card Method of Payment

Debit Card MoP Functional Description
(Replaced )

(EF/SER/001) (Replaced )

Mapping Schedule B3.2 to the HNG-X
Solution

REQ/GEN/REP/1091

Bureau Bureau Definition
(BP/SPE/043)

APS APS Definition
(BP/SPE/038)

ETU ETU Definition
(BP/SPE/044)

LFS LFS Definition

(BP/SPE/037)

Mails Application

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

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(CRIFSP/006)

APOP Facility APOP Definition
(BP/SPE/046)

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Table B
Document Title Fujitsu Services Reference
Security Functional Specification RS/FSP/001
(Replaced ) (Replaced)

HNG-X Technical Security Architecture ARC/SEC/ARC/0003

Horizon OPS Reports and Receipts - SD/DES/005
Post Office Account Horizon Office
Platform Service

9. POL SERVICE TYPES

9.41 The POL Service Types applicable to the period between the Amendment Date and
Acceptance Point Z3 are set out in Annex 1 to this Schedule.

9.2 If Post Office notifies Fujitsu Services in writing that it no longer requires use of a POL
Service Type and requests that Fujitsu Services disable that POL Service Type in
accordance with Clause 10.5, then where Post Office ceasing to use that POL Service
Type may affect the use of any other POL Service Type(s), Fujitsu Services shall advise
Post Office accordingly. Where Fujitsu Services so advises Post Office, the Parties will
discuss and agree (acting reasonably) the appropriate steps to be taken to address the
effect of disabling the POL Service Type on any other POL Service Type(s).

10. ASSOCIATED DOCUMENTS

10.1. The following CCDs are associated with this Schedule B4.2:

Document Reference Document Title

1 COM/CUS/SPE/0001 Post Office Contract Controlled and Contract
Referenced Document List

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Document Reference Document Title
DES/GEN/MAN/0002 AP-ADC Reference Manual
3 BP/DOC/008 Automated Payments System Client List
4 BP/DOC/014 POCL Automated Payments Generic Rules
5 CR/IFS/002 Automated Payments Interface Specification
- EDG/ DES
7 CS/PRD/058 Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business
Change - Reference Data
8 AP/MAN/004. APOP Authorisation Service Reference
Manual
9 BP/SPE/046 APOP Definition
10 BP/IFS/011 Application Interface Specification
Reference Data to Pathway Type B Data for
CSR+
1
Fujitsu Services/Post Office Ltd Operational
Business Change — HNG-X Branch,
SVM/SDM/STD/0001 Interface Agreement
12 CR/FSP/006 Audit Trail Functional Specification
13 Application Interface Specification
BP/IFS/010 Reference Data to Fujitsu Services Limited
14 EF/SER/001 (Replaced ) Debit Card MoP Functional Description
(Replaced)
REQ/GEN/REP/1091
Mapping Schedule B3.2 to the HNG-X
Solution
15 SD/DES/005 Horizon OPS Reports and Receipts - Post
Office Account Horizon Office Platform
Service

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Document Reference Document Title
16 RS/FSP/001 (Replaced ) Security Functional Specification (Replaced )
ARC/SEC/ARC/0003 HNG-X Technical Security Architecture

17 Not Used

18 Not Used

19 Not used [Duplicate of Row 15]

20 BP/SPE/043 Bureau Definition

21 BP/SPE/038 APS Definition

22 BP/SPE/044 ETU Definition

23 BP/SPE/042 Mails Definition

24 BP/SPE/036 Message Broadcast Definition

25 BP/SPE/035 NBS Definition

26 BP/SPE/040 Reference Data Definition

27 BP/SPE/034 Reconciliation Definition

28 SU/IFS/028 GEC Meters Ltd - “Watercard” Budget
Prepayment System Transaction Terminal
Outline Requirements

29 Not Used

30 SU/IFS/027 Kent Meters/GEC Meters “Watercard”
Payment System Card Data Encryption
Specification

31 Not Used

32 SU/IFS/024 A Point of Sale Supporting the Quantum
Application Utilising the POCL Secure DLL

33 Not Used

34 Not Used

35, Not Used

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36 BP/DES/022 Post Office Ltd - Bar Code Control
Document

37 Not Used

38 Not Used

39 Not Used

40 BP/DES/023 LFS to SAPADS and SAPADS to LFS
Application Interface Specification

41 CR/FSP/014 APS Client Connection Service Description [

42 Not Used

43 BP/PRD/023 LFS Business Process Diagrams

44 Not Used

45 AP/IFS/056 Pathway to Client Type ‘G’
Magcard/Barcode Application Interface
Specification

46 Not Used

47 Not Used

48 Not Used

49 Not Used

50 Not Used

51 Not Used

52 Not Used

53 Not Used

54 Not Used

55 Not Used

56 Not Used

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57 Not Used

58 Not Used

59 Not Used

60 AP/IFS/060 Pathway to Client BT Application Interface
Specification [

61 Not Used

62 Not Used

63. NB/SPE/003 Network Banking: Counter Dialogue -
Activity & Screen Flows

64 Not Used

65 AP/IFS/059 Pathway to Client Type T Application
Interface Specification

66 Not Used

67 Not Used

68 Not Used

69 Not Used

70 AP/SPE/001 APS Token Technology Specification (Bar
Code)

71 AP/SPE/002 APS Token Technology Specification (APS
Magnetic Stripe)

72 SU/IFS/034 POCL Token Technology Specification GEC
Watercard

73 Not Used

74 BP/SPE/033 EPOSS Definition

75 BP/SPE/037 LFS Definition

76 EF/FS/002 Horizon — Streamline Application Interface
Specification

77 ET/IFS/001 Application Interface Specification: Horizon
to e-pay

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Document Reference Document Title
78 Withdrawn in CCN1616b
79 AS/REP/013 Rate Board Cables

80 RD/IFS/033

PO Ltd to Fujitsu Services Bureau de
Change Rates Interface Specification

81 NB/IFS/012 Bureau de Change Transactions Feed for
FRTS

82 AP/IFS/061 Horizon to Client Type 'X' Magcard/Barcode
Application Interface Specification

83 Not Used

84 Not Used

85 Withdrawn in CCN1616b

86 DV/IFS/001

Horizon to DVLA Application Interface
Specification

87 Not Used
88
AIS Branch Ledger Entry Interface — Horizon
EA/IFS/003 to POL Finance Systems Interface
Specification
89 NB/IFS/024 EMV Banking and Retail: NBX — LINK

Application Interface Specification

90 NBIIFS/025

EMV Banking and Retail: NBX - CAPO
Application Interface Specification

1 NBIIFS/026

EMV Banking and Retail: NBX - A&L
Application Interface Specification

92 NB/IFS/030

NBX - FI Reconciliation and Settlement File
Format AIS

93 NBIIFS/031

Horizon - Card Account Mapping

04 NBIIFS/033

Horizon - LINK Mapping

95 NBIIFS/034

Horizon Santander Mapping

96 NBIIFS/036

Transaction Enquiry Service (TES) Post
Office Reports Specification

97 Not Used

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Document Reference Document Title

98 RD/IFS/038 Post Office Ltd. to Fujitsu Services EMV
Banking PIN Pad Reference Data Interface
Specification

99 NB/IFS/035 NBX Business Parameters

100 NB/PRP/004 EMV Banking: User Interface Design
Proposal [CAT F]

101

402 EA/IFS/006 Horizon to POL MIS AIS

103 AS/IFS/001 Horizon to EDG Feed for Track and Trace

104 EA/IFS/005 Horizon to POL Client Transaction
Summaries AlS

405 EA/IFS/003 Horizon to POL Finance Interface
Specification

106 EA/IFS/028 Horizon to POL FS interface functional
specification

107 EA/IFS/015 Horizon to HR SAP System Applications
Interface Specifications

108 AP/IFS/062 Horizon to Client Type 'XO' Application
Interface Specification

409 AP/IFS/063 Post Office Limited EDG to Horizon APOP.
Authorisation Service Application Interface
Specification

410 AP/IFS/065 APOP Host System Reporting to EDG
Application Interface Specification

111

DES/GEN/MAN/0002 AP-ADC Reference Manual

412 CR/IFS/002 Automated Payments Interface Specification
- EDG/ DES

413 Not Used

414 BP/SPE/040 Reference Data Definition

10.2 There are no CRDs associated with this Schedule B4.2.

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ANNEX 1
POL SERVICE TYPES
Horizon

1 EPOSS
2 APS

3 APS (AP-ADC)

4 I APs (APOP)

5 NBS (supporting CAPO)

6 NBS (supporting Santander)

7 NBS (supporting LINK)

8 APS (AP-ADC supporting DVLA)

9 ETU Application

10 Bureau Application

11 Mails Application

12 EPOSS (supporting basic MOPs)

13 Debit Card

14 LFS

15 Transaction Management Service

16 NBS (Supporting TES-QA)

17 General capability within each of EPOSS,
APS, NBS, LFS, ETU, Bureau, Mails.

18 Reference Data Management Application

19 PAF Facility

20 Message Broadcast

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Horizon
21 Audit
22 Reconciliation (Banking)
23 APS (Reconciliation)

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SCHEDULE B4.3

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EXISTING CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE

Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

1.4 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections by FS

1.3 19/01/07 Further minor amendments.

2.0 25/01/07 Baseline copy of 1.3

21 13/05/09 Applying changes as per CCN1258

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all Schedules to v8.0 in accordance with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with CCN1349

10.0 10/09/15. CCD reference updates and moving all Schedules to v10.0
in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1427 and moving all
Schedules to Version 11.0 as per CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1616b and CCN1617a and moving all
Schedules to v13.0

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14

1.3

1.4

1.5

24

2.2

2.3

SCHEDULE B4.3
EXISTING CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE
INTRODUCTION

This Schedule B4.3 provides an overview of the Horizon Service Infrastructure and the
Horizon Infrastructure Services that Fujitsu Services shall provide to Post Office in order
to deliver the Horizon Applications and thereby provide the HNG-X Services from the
Amendment Date until Trigger Point T5 (Data Centre Ready for HNG-X).

This Schedule B4.3 shall cease to have effect at Trigger Point T5 (Data Centre Ready for
HNG-X).

The Horizon Service Infrastructure comprises the:

1.3.1. Horizon Branch Infrastructure, the provisions relating to which are set out in
Schedule B3.4;

1.3.2 Horizon Central Infrastructure; and
1.3.3. Horizon Telecommunications Infrastructure.

The Horizon Infrastructure Services provide the functions and capabilities of the Horizon
Service Infrastructure (used to deliver the Horizon Applications) and comprise the OPS
and the TMS.

The provisions of this Schedule B4.3 shall not apply in respect of the Horizon PostShop
Infrastructure which does not comprise Horizon Branch Infrastructure, Horizon Central
Infrastructure or Horizon Telecommunications Infrastructure as defined (accordingly it
does not form part of the Horizon Service Infrastructure). The PostShop Infrastructure is
detailed in CS/SER/027 PostShop Service description.

HORIZON CENTRAL INFRASTRUCTURE

Subject to paragraph 3.4, Fujitsu Services shall provide all equipment at the Data Centres
necessary to provide the Services. This equipment, including the telecommunications
equipment, shall have sufficient capacity to meet the business volumes as set out in the
CCD entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033).

The CCD entitled "Core System Release Asset Register" (CS/REP/045) [This is no
longer a CCD] contains an inventory of the hardware and software to be used to provide
the host and network facilities of the Horizon Service Infrastructure and located in the
Data Centres as at 24 September 1999.

From the Amendment Date until Trigger Point HNG-X Project Workstream X3 (HNG-X
Pilot and Acceptance), Fujitsu Services shall maintain hardware and software in relation
to the Horizon Service Infrastructure providing, as a whole, equivalent capability to those

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2.4

25

2.6

27

3.1

listed in the CCD entitled “Core System Release Asset Register” (CS/REP/045). Such
hardware and software shall constitute the “Horizon Initial Central Infrastructure”.

Fujitsu Services shall in addition maintain all increases in the capacity of the Horizon
Services Infrastructure which have been made at the request of Post Office.

Fujitsu Services shall specifically retain all hardware and software provided to a particular
Post Office specification, save that Fujitsu Services may substitute identical replacements
for such hardware and software.

Fujitsu Services may replace, upgrade, remove or decommission hardware and software
from time to time comprised in the Horizon Service Infrastructure provided that it
continues at all times to comply with its obligations in paragraphs 2.3, 2.4 and 2.5 (unless
agreed otherwise under the Change Control Procedure).

Fujitsu Services’ SMS software shall monitor installed PIN Pads and detect PIN Pad
failures.

HORIZON TELECOMMUNICATIONS INFRASTRUCTURE
Communications Access Methods

3.1.1. The Horizon Telecommunications Infrastructure shall use one or more of the
following communications access methods between the Horizon Branch
Infrastructure and the Data Centres:

3.1.1.1 Integrated Services Digital Network (ISDN);

3.1.1.2 Integrated Satellite Business Network (ISBN), generally referred to as
Hughes VSAT, , which shall be replaced by BT Enterprise VSAT on a
Branch by Branch basis on commencement of Associated Change
Workstream A3 (Branch Network Changes) and shall be fully withdrawn
on completion of Associated Change Workstream A3 (Branch Network
Changes);

3.1.1.3 Public Switch Telephone Network (PSTN) as part of the data recovery
service;

3.1.1.4 Asymmetric Digital Subscriber Line (ADSL);

3.1.1.5 frame relay, which shall be replaced by the VSAT on commencement of
Associated Change Workstream A3 (Branch Network Changes);

3.1.1.6 Branch Network Resilience (BNR), which shall be withdrawn on a Branch
by Branch basis on commencement of Associated Change Workstream
A7 (Branch Router Rollout) and shall be fully withdrawn on completion of
Associated Change Workstream A7 (Branch Router Rollout);

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3.2

3.3

3.4

3.1.1.7 IP Stream, which, if it becomes available, shall be introduced on a Branch
by Branch basis on commencement of Associated Change Workstream
A7 (Branch Router Rollout); or

3.1.1.8 General Packet Radio Service (GPRS) / Enhanced Data GSM
Environment (EDGE) which shall be introduced on a Branch by Branch
basis on commencement of Associated Change Workstream A7 (Branch
Router Rollout).

3.1.2 There may be restrictions on the size of the Branch that can be supported on
some technologies. Any such restrictions will be set out in the CCD entitled
“Horizon Capacity Management and Business Volumes” (PA/PER/033).

3.1.3. The backup network is designed to cater for failures of the primary network at
individual Branches and not for a total failure of the primary network at all
Branches. Any capacity limits for the backup network will be set out in the CCD
entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033).

The Horizon Telecommunications Infrastructure shall include capability to enable
connection between the Data Centres and Post Office systems or Client systems. The
style of connection and operation may support real time transaction dialogues and/or bulk
file transfer as required by the relevant Horizon Application specified in Schedule B4.2.

Fujitsu Services shall be responsible for provision of, security of, and management of the
communications link between the Data Centres and Santander (which for the purposes
of this Schedule shall include the physical routers, encryption devices, file transfer
management servers and associated cabling), subject to Post Office complying with (and
ensuring that any third party Post Office uses for siting or storage of such equipment
complies with) the following:

3.3.1 provision of a suitable physical operating environment for Fujitsu Services’
equipment used for or in connection with the communications link including the
following:

3.3.1.1 ensuring the physical security of all equipment which is located on Post
Office and/or any such third party's premises to protect against
unauthorised access; and

3.3.1.2 provision of environmental conditions as reasonably required by Fujitsu
Services.

3.3.2 permitting Fujitsu Services to gain access (at reasonable times and on
reasonable notice) to all locations where such equipment is held or is to be
installed, in order to enable Fujitsu Services to effect or procure the installation,
maintenance, repair, renewal and support of such equipment.

Post Office shall be responsible for procuring the provision of, security of, and
management of the communications links between the Data Centres and CAPO and LINK
respectively (which for the purposes of this schedule shall include the physical routers,

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encryption devices, file transfer management servers and associated cabling) in
accordance with and subject to paragraph 3.5, subject to Fujitsu Services complying with
(and ensuring that any third party Fujitsu Services uses for siting or storage of such
equipment complies with) the following:

3.4.1

provision of a suitable physical operating environment for CAPO and LINK
equipment used for or in connection with the communications links including the
following:

3.4.1.1 ensuring the physical security of all equipment which is located on Fujitsu
Services and/or any such third party’s premises to protect against
unauthorised access; and

3.4.1.2 provision of environmental conditions as reasonably required by CAPO
and/or LINK;

permitting CAPO and/or LINK (including their respective contractors) to gain
access (at reasonable times and on reasonable notice, and subject to paragraph
3.5) to all locations where such equipment is held or is to be installed, in order to
enable Post Office to effect or procure the installation, maintenance, repair,
renewal and support of such equipment; and

any reasonable request for co-operation and/or information made by Post Office
from time to time, where the provision of such co-operation or information is
necessary to enable Post Office to perform the Post Office Communications Links
Services.

3.5 Post Office shall, in relation to paragraph 3.4, be responsible for ensuring that:

3.5.1

the Post Office Communications Links Services are carried out promptly,
efficiently, diligently and professionally, and with all reasonable skill and care;

it obtains an undertaking from each LINK and CAPO that its respective
employees, servants, agents or sub-contractors engaged to perform the Post
Office Communications Links Services:

3.5.2.1 keep confidential, and do not disclose to anyone else, any Confidential
Information of Fujitsu Services disclosed by or obtained from Fujitsu
Services in the course of performing the Post Office Communications
Links Services;

3.5.2.2 use such Confidential Information only to the extent reasonably required
to perform the Post Office Communications Links Services; and

3.5.2.3 return such Confidential Information held in tangible form to Post Office,
and irretrievably delete or destroy all such information held in electronic
form, on termination or expiry of that party's obligations in respect of the
Post Office Communications Links Services,

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3.6

44

4.2

4.3

other than as required by law;

3.5.3 it or any third party engaged by it to perform the Post Office Communications
Links Services complies with any reasonable instructions and/or requirements
(including without limit any reasonable instructions and/or requirements relating
to Data Centre security) given to it by Fujitsu Services from time to time; and

3.5.4 the communication links between the Data Centres and CAPO and LINK
(respectively) shall have sufficient capacity to meet Post Office’s business volume
requirements from time to time.

Post Office shall fully indemnify Fujitsu Services in respect of any personal injury or loss
of or damage to Property incurred by Fujitsu Services, its contractors or their respective
employees and authorised agents to the extent that such personal injury or loss of or
damage to Property is caused by a Default of Post Office, its employees, agents or
contractors in connection with the performance of the Post Office Communications Links
Services.

OFFICE PLATFORM SERVICE

Purpose

This paragraph 4 details the functions and capabilities provided by the OPS that shall be
supplied by Fujitsu Services. The OPS is provided using the Equipment installed in
Branches which enable the Horizon Applications to operate in accordance with the
functionality described in Schedule B4.2.

Overview

4.2.1 Fujitsu Services shall, in each Branch, install the Equipment used to provide OPS,
and provide OPS, subject to the limits specified in Annex A to Schedule D1.

4.2.2 Two categories of Counter Position configurations shall be provided:
4.2.2.1 a range of standard configurations (as specified in the CCD entitled
“Counter Hardware Design Specification” (BP/DES/003)) which shall be
suitable for the majority of Branches; and
4.2.2.2 a mobile configuration, as defined in the CCD entitled “Introduction of the

Mobile Configuration” (CR/SPE/025), which shall be installed in
Branches to the maximum number described in Annex A to Schedule D1.

General Service Description

4.3.1 Demonstrations and marketing

Fujitsu Services shall provide OPS Equipment which shall be required to
demonstrate and market office platform services to Clients and prospective

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Clients. The Equipment that is required shall be set out in marketing plans as
agreed jointly between Post Office and Fujitsu Services from time to time.

Appearance of the Equipment within OPS

4.3.2.1 With the exception of PIN Pads, the standards for equipment livery to be
used within OPS are defined in the CCD entitled “Counter Hardware
Design Specification” (BP/DES/003). The standards for equipment livery
for PIN Pads are defined in the CCD “PIN Pad Product Specification”
(NB/PDN/010).

4.3.2.2 The procedures required to maintain the appearance of the Equipment
shall be minimal and capable of being undertaken by the local Branch
Users. It shall be comparable to the cleaning required of any desk-based
office computer system.

Health, Safety and Legal obligations

All Equipment used to provide OPS shall comply with the health, safety and legal
requirements laid down in Schedule A4.

Equipment Environmental Considerations

All Equipment used to provide OPS shall comply with the Equipment
environmental considerations laid down in Schedule A4.

Continued Support of Operating Systems, Middleware and Horizon Applications
Software

Fujitsu Services shall fully support the Software in the Horizon Service
Infrastructure during the life of the elements of Horizon Service Infrastructure on
which such Software is utilised in providing Services.

Capabilities of OPS

4.3.6.1 Fujitsu Services shall provide Horizon Service Infrastructure appropriate
for each Branch.

4.3.6.2 Fujitsu Services shall install and support Horizon Service Infrastructure
provided as mobile counter configurations, in accordance with the limits
set out in Annex A of Schedule D1, where requested by Post Office.

4.3.6.3 In each Branch, at each Counter Position PC, OPS shall comprise
Equipment as specified in the CCD entitled “Counter Hardware Design
Specification” (BP/DES/003). The capabilities of this equipment shall
comply with the manufacturers specification.

4.3.6.4 Fujitsu Services shall ensure that all automated Counter Positions shall
have the capability to support the use of PIN Pads (PPRO10).

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4.3.7 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.

4.4 Availability

44.1 User access to OPS

4.4.1.1

4.4.1.2

4.4.1.3

4.4.1.4

4.4.1.5

Users may only log-on to the OPS in their Branch in accordance with their
defined role. Any access to data or services outside of that Branch is
controlled exclusively by the relevant counter application.

Access to OPS and Post Office Services offered via OPS to Users
working in the Branches shall be controlled by a mechanism conforming
to the CCD entitled “HNGX-UI Style Guide’ (DES/APP/STD/0001)
(formerly “Horizon Office Platform Service Style Guide” (SD/STD/001)),
offering multiple access levels and providing specific identification of
each User. An exception to this is the Mails Application which does not
conform to the “HNGX-UI Style Guide” (DES/APPS/STD/0001) (formerly
“Horizon Office Platform Service Style Guide” (SD/STD/001)).

Authentication of all Users logging on to the OPS in the Branch shall be
undertaken by the elements of Horizon Service Infrastructure on which
OPS is based. Full access control and password management facilities
shall be provided. Users shall only access those Horizon Applications for
which they have been given permission by the Branch. Each User shall
be identified by a unique User-id and individual password.

The OPS shall provide facilities to enable the Branch Manager to
establish new Users and set an initial password for all Users in a Branch.
Should a User forget their password the Branch Manager shall be able
to reset the password. The same procedure shall apply at single Counter
Position Branches and multiple Counter Position Branches.

For situations where the sole User (e.g. Branch Manager in a single
Counter Position Branch) has forgotten their password, the OPS shall
provide the facility to generate a unique key as part of the log-on to a
specific username. This shall be telephoned to the Help Desk who shall
provide the corresponding key which, when input to OPS, shall allow
access to the administration facilities. The User shall then be able to reset
their User password.

44.2 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 operated on a

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logically consistent set of data which will not be affected by any concurrent
counter transactions.

45 Peripherals

4.5.1

Horizon Service Infrastructure - OPS: Peripheral and input devices Equipment
General Requirements

Peripheral and input devices supplied as part of the elements of Horizon Service
Infrastructure on which OPS is provided shall be capable of detecting contention,
premature removal and swapping of Smart Tokens.

Peripherals Flexibility

4.5.2.1 OPS and the elements of Horizon Service Infrastructure on which OPS
is provided shall have the flexibility for additional peripheral equipment to
be added in the future, including input devices and printers.

4.5.2.2 The Counter Position PC shall have the capability of having at least four
additional RS-232 connected peripherals added to a Counter Position
configuration as initially installed at roll out of the Horizon Service
Infrastructure.

Future Flexibility for Sharing of Specialist Peripherals

OPS, and the elements of Horizon Service Infrastructure on which OPS is
provided, shall be able to be connected via RS-232 ports, and shall support such
connection, to specialist peripherals in such a way that the specialist peripherals
may be accessed by one or more Counter Position PCs. In such a case it shall
be possible to restrict access to a subset of the Counter Position PCs in each
Branch. This capability shall not be applicable to PIN Pads which can not be
connected to or accessed by more than one Counter Position PC at any one
time.

46 Security

46.1

Security of data and audit trail for OPS

4.6.1.1 All data captured at a Branch either as part of a Transaction performed
at a Counter Position or as an administration function shall form part of a
unique Transaction which shall be given a unique reference number 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;

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4.6.2

4.6.1.2

4.6.1.3

4.6.1.4

4.6.1.5

4.6.1.6

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(c) unique Transaction ID;
(d) date;

(e) time;

(f) User ID;

(g) Horizon 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.
Awork 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 disk referred to in
paragraph 6.2.4.2 (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

4.6.2.1

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.

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4.6.2.2 Fujitsu Services shall provide a User activated suspension which shall
enable the User to either:

(a)

(b)

clear the screen and leave the Counter Position PC for a short
period. In such circumstances, the User session shall be
reactivated by the User entering their password. Any Horizon
Applications which were active shall be left active. The display
presented when the suspension facility is activated shall be
different to any normal desktop or Horizon Application screen; or

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.

4.6.2.3 Should the User who initiated the suspension be unable to re-activate the
facility, the following actions may be taken:

(a)

(c)

(d)

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.

4.6.2.4 The facility shall allow the User to resume work with the minimum delay
consistent with achieving security in accordance with the provisions

hereof.

4.6.3 Inactivity Time-out

4.6.3.1 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.

4.6.3.2 Should the User be unable to re-activate the facility, the following actions
may be taken:

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(a) after a period of time during which there is no active session the
session shall be automatically logged-out. A journal message
shall be created indicating this;

(b) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by
entering his own User name / password;

(c) once the Counter Position PC has logged-out, any authorised
User may then use that Counter Position PC; and

(d) the above events shall be written to the journal.

4.6.3.3 The facility shall allow the User to resume work with the minimum delay
consistent with achieving security in accordance with the provisions
hereof.

4.6.4 Encryption Key Management

4.6.4.1 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 “HNG-X Technical Security Architecture”
(ARC/SEC/ARC/0003) (formerly “Security Functional Specification”
(RS/FSP/001)).

4.6.4.2 With the exception of PIN Pads (in which case paragraph 4.6.4.3 shall
apply), a key management system shall be in place so the encrypted data
can be deciphered without risk of that cryptographic key being exposed.

4.6.4.3 Fujitsu Services shall support the use of PIN Pads and the associated
cryptographic management. PIN Pads shall comply with the
requirements of ISO 9564.

4.6.5 Horizon OPS Style Guide

Any Post Office Service to be offered via the OPS shall be provided in accordance
with the CCD entitled “HNGX-UI Style Guide” (DES/APP/STD/0001) (formerly
“Horizon Office Platform Service Style Guide” (SD/STD/001)) which shall set out,
among other things, general guidelines for the Human Computer Interface. An
exception to this is the Mails Application which does not conform to the “HNGX-
UI Style Guide” (DES/APP/STD/0001) (formerly “Horizon Office Platform Service
Style Guide” (SD/STD/001)).

5. TRANSACTION MANAGEMENT SERVICE

5.1 Purpose

This Section details the functions and capabilities provided by the TMS that shall be
supplied by Fujitsu Services.

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5.2 Overview

5.2.1 The TMS shall provide the interworking between the Branches and the Data
Centres using the Horizon Telecommunications Infrastructure. TMS shall be
provided using both the Branch and the correspondence server Equipment,
presenting interfaces to the Post Office Client systems or the Post Office systems.
Such interfaces shall be implemented using TMS Agents, which are specified in
paragraph 5.4.1.

5.2.2 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.

5.3 General Attributes

5.3.1 Scalability
5.3.1.1 Fujitsu Services shall provide TMS such that it shall be scaleable to meet
Post Office’s future business needs in accordance with the CCD entitled
“Horizon Capacity Management and Business Volumes” (PA/PER/033).
5.3.1.2 The modular nature of TMS and the Horizon Service Infrastructure shall
be scaleable to enable the workload growth specified in the CCD entitled
“Horizon Capacity Management and Business Volumes” (PA/PER/033)

to be accommodated, subject to the relevant provisions in Schedule AS
and Schedule B4.2.

5.3.2 Data Integrity
5.3.2.1 A Horizon Application or TMS Agent shall be able to be certain, at some
level, that data have been positively acknowledged as received by TMS,
or a peer Horizon Application connected to TMS.
5.3.2.2 Data transfers shall be capable of being despatched as:
(a) immediate;
(b) background / trickle fed; and
(c) time deferred.
5.3.3 Exclusivity

5.3.3.1 No computer system shall be connected to the Horizon Central
Infrastructure or to those elements of the Horizon Telecommunications
Infrastructure which are employed exclusively in the provision of the
Infrastructure Services without the approval of Post Office.

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5.3.3.2 Fujitsu Services shall maintain a register of computer systems with which
such connections are allowed.

5.3.3.3 The Horizon Central Infrastructure and Horizon Telecommunications
Infrastructure shall provide links into other computer systems as required
to support the introduction of new or re-engineered Transactions required
by Post Office.

5.3.3.4 The identity of any computer system with which a link is to be established
shall be authenticated.

5.3.3.5 Fujitsu Services shall produce reports detailing any attempt to establish
a link which is rejected. Fujitsu Services shall provide these reports to
Post Office on request. Such reports will not be required where the link is
between TMS and the Banks; and the rejection is due to a failure of the
Banks; or between TMS and the MA and the rejection is due to a failure
of the MA.

5.4 General Service description
5.4.1 Interface support
5.4.1.1 TMS shall interface with each instance of OPS within each Branch.

5.4.1.2 Fujitsu Services shall support the interfaces between the Horizon Service
Infrastructure and the following:

(a) Santander,
(b) Merchant Acquirer;
(c) e-pay;

(d) those AP Clients listed as “POL” in the spreadsheet associated
with the CCD entitled “Automated Payments System Client List”
(including, without limitation, the DVLA On-Line link); and

(e) Post Office systems connected in accordance with the CCD
entitled “HNG-X RGM Technical Interface Specification”
(DES/NET/TIS/0005) (formerly “Horizon to Post Office Technical
Interface Specification” (TI/IFS/008)).

5.4.1.3 The development and implementation of the interfaces specified in
paragraph 5.4.1.2 shall principally take the form of TMS Agents which act
upon Transactions originated within the Branches, and the Horizon
Central Infrastructure which receives Transactions or data from Post
Office, Client systems, Merchant Acquirer or e-pay.

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5.4.2

5.4.3

5.4.4

5.4.1.4 The TMS Agents described in paragraph 5.4.1.3 shall support the transfer
of data between OPS and TMS within a Branch, or between TMS and the
Horizon Central Infrastructure within the Data Centres. The style of
processing carried out by TMS Agents will be one of immediate (in
support of real-time transactions), or batch (in support of bulk
processing).

5.4.1.5 Further TMS Agents to support additional Post Office services or

additional Client services may be agreed from time to time between Post
Office and Fujitsu Services.

Data delivery

5.4.2.1 TMS shall provide for the distribution and collection of both file and record
level data to and from the OPS.

5.4.2.2 Overnight Fujitsu Services shall produce a report of those Branches
which have not been polled in the last 24 hours (including date of report,
FAD code of each unpolled Branch and the date when that Branch was
last polled), and that report shall be e-mailed to Post Office’s business
support unit.

5.4.2.3 Large data transfers shall be capable of being delivered in the same order
as sent.

File Operations
5.4.3.1 The Horizon Central Infrastructure shall support the transfer of files
between the data centres and computer systems which are attached to

the Horizon Service Infrastructure.

5.4.3.2 The Horizon Central Infrastructure shall provide a file distribution function
which shall be responsible for transfer, monitoring and retry of files.

5.4.3.3 The Horizon Central Infrastructure shall support the following functions,
without limitation:

(a) triggering of transfers;
(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 5.3.3.2.

File Processing

5.4.4.1 Data file processing shall be provided by the Horizon Central
Infrastructure, optionally supported by TMS Agents. Conventional file

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processing facilities shall be provided as required by the Horizon
Applications, including without limitation:

(a) validation of data files;
(b) concatenation and merging of files;

(c) generation of many data files from one data file;

(d) reformatting of the contents of a data file;

(e) generation of control totals;

(fy reconciliation of control totals; and

(g) production of reports, financial and other summaries.

5.4.5 Data Transfer Methods

5.4.5.1 The Horizon Central Infrastructure will support the automatic collection
and delivery of data files to/from Post Office or Client systems.

5.4.5.2 The interfaces between the Data Centres and Post Office or Client
systems shall support real and delayed time initiation of activities.

5.4.5.3 The Horizon Central Infrastructure will support the transfer to the EDG of
files of Transactions records, such records having been produced by the
Automated Payment Service in live operational use or for testing
purposes. This facility will enable these data files to be transferred using
a file push mechanism that will place the data files into predefined
locations within the EDG. Subject to paragraphs 5.8 and 5.9 of Schedule
D1, any changes to the Horizon Central Infrastructure as a result of the
migration of the related Client systems from their existing interfaces with
the Infrastructure to the EDG shall be dealt with through the Change
Control Procedure.

5.4.6 End to End Recovery

End-to-end recovery facilities shall be performed by Fujitsu Services in
accordance with the CCD entitled “HNG-X Business Continuity Framework”
(SVM/SDM/SIP/0001) (formerly “Business Continuity Framework”
(CS/SIP/002)).

6. GENERAL INFRASTRUCTURE SERVICES REQUIREMENTS
6.1 Introduction

This section contains characteristics common to both the OPS and TMS Infrastructure
Services.

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6.2 Links from OPS to TMS

6.2.1

6.2.2

General

6.2.1.1 Each instance of OPS within Branches shall interface with TMS to allow
the transfer, in both directions, of authorised data files and messages.

6.2.1.2 The transfer of data between OPS and TMS shall be secure, complete,
accurate and robust.

6.2.1.3 Within OPS it shall be possible for OPS to identify whether data from
OPS have been received by TMS or not.

Data Replication

6.2.2.1 Fujitsu Services shall use data replication and synchronisation
techniques to ensure that data transfer between Counter Positions at
which OPS is provided and between instances of OPS at each Counter
Position and the TMS are secure, complete, accurate and robust.

6.2.2.2 Once a Transaction has been settled at a Counter Position, TMS shall
commit the full Transaction details to that Counter Position PCs message
store. The Transaction details shall simultaneously be automatically
replicated to all other Counter Position PCs in the Branch so that the data
are securely captured. In addition, Fujitsu Services shall automatically
replicate Transaction details to a remote server at which TMS is provided.

6.2.2.3 The OPS Counter Position PCs and TMS servers are known as "nodes".

6.2.2.4 All data and message transfers from a single node shall be generated in
a strict numbered sequence with a unique node identification. Any
attempt to introduce a fraudulent message shall be automatically
detected and rejected by OPS.

6.2.2.5 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 “HNG-X
Technical Security Architecture’ (ARC/SEC/ARC/0003) (formerly
“Security Functional Specification” (RS/FSP/001)).

6.2.2.6 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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6.2.3

6.2.4

Data Integrity

6.2.3.1 Fujitsu Services shall use techniques to ensure data integrity within the
OPS and as part of data/message transfer between OPS and TMS,
including:

(a) cyclic redundancy checks shall be calculated for all journal
records, including Reference Data;

(b) digital signatures shall be used for all data where assurance of
content and source are required; and

(c) data encryption shall be used selectively on certain data fields.

6.2.3.2 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.

6.2.3.3 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”.

6.2.3.4 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
“HNG-X Technical Security Architecture’ (ARC/SEC/ARC/0003)
(formerly “Security Functional Specification” (RS/FSP/001)).

6.2.3.5 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

6.2.4.1 Fujitsu Services shall perform general recovery processes as specified
in the CCD entitled “HNG-X Business Continuity Framework”
(SVM/SDM/SIP/0001) (formerly “Business Continuity Framework”
(CS/SIP/002)).

6.2.4.2 The Counter Position PC in all single Counter Position Branches shall be
fitted with a second hard disk which shall be exchangeable to facilitate

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rapid exchange of systems and Transaction data in the event of a system
failure other than a hard disk failure.
6.3 PIN Pad Firmware Distribution

6.4

7A

7.2

7.3

74

Fujitsu Services shall provide and maintain firmware distribution facilities to ensure the
distribution of firmware from the Data Centres to PIN Pads. The facility shall meet the
software control requirements of ISOP 9564.

Functional Title of Code

Fujitsu Services shall ensure that each component of the Horizon Service Infrastructure
is clearly marked with a functional title or code so that it can be readily identified in the
relevant documentation and related to its proper place in the Horizon Service
Infrastructure.

NBS SPECIFIC BUSINESS CONTINUITY REQUIREMENTS

Each Data Centre (if required to support the NBS on its own as a result of a failure of the
other Data Centre) shall have the capability in normal operation, with no failures having
occurred:

7.1.1 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

7.1.2 to support Fujitsu Services’ obligations in respect of NBS Service Levels set out
in Annex 3 to Schedule B4.4 without preventing or impairing that Data Centre’s
support for Fujitsu Services’ obligations in respect of the Service Levels for other
Services in existence at the Amendment Date.

The Data Centres (including NBS elements) will be configured such that no single point
of failure within the Data Centres will cause the NBS to fail with both Data Centres in
operation.

Switchover to backup systems within the Data Centres and for the network connections
within the Data Centres:

7.3.1 for real-time elements of the NBS affecting Banking Transactions at Counter
Positions shall be automated with the exception of the persistent store which shall
be manually switched over; and

7.3.2 for non-real time elements may be automated or manual.

The Central Network

7.4.1 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

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that any shortfall in system performance is recovered within seven days of that

loss.

7.4.2 The Central Network shall be configured such that there shall be no single point
of failure within the Central Network.

75 The Santander Circuit

7.5.1 The Santander Circuit shall be configured such that there shall be no single point
of failure (including site failure) within the Santander Circuit.

7.5.2 The Santander Circuit shall have the capability in normal operation, with no
failures having occurred to that link:

7.5.2 (a) to support the Contracted Volumes for Santander in relation to the NBS
as defined in the CCD entitled "Horizon Capacity Management and
Business Volumes” (PA/PER/033); and

7.5.2(b) to support Fujitsu Services’ obligations in respect of NBS Service
Levels set out in Annex 3 to Schedule B4.4.

8. ASSOCIATED DOCUMENTS

8.41 The following CCDs are associated with this Schedule B4.3:

Document Reference Document Title
1 PA/PER/033 Horizon Capacity Management and Business
Volumes
2 BP/DES/003 Counter Hardware Design Specification
3 CR/SPE/025 Introduction of the Mobile Configuration
4 NB/PDN/010 PIN Pad Product Specification
5 SD/STD/001 (Replaced) I Horizon Office Platform Service Style Guide
(Replaced )
DES/APP/STD/0001 HNGX-UI Style Guide
6 RS/FSP/001 (Replaced) I Security Functional Specification (Replaced)
(ARC/SEC/ARC/0003) HNG-X Technical Security Architecture
7 BP/DOC/008 Automated Payments System Client List

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8 TIMFS/008 Horizon to Post Office Technical Interface
Specification
9 CS/SIP/002 (Replaced) Business Continuity Framework (Replaced)
SVM/SDMW/SIP/0001 HNG-X Business Continuity Framework
10 BP/PRO/003 Post Office Site Failure Contingency Procedures
[CAT F]
1 SD/DES/005 Horizon OPS Reports and Receipts - Post Office
Account Horizon Office Platform Service
12 Not Used
13 Not Used
14 CR/SPE/025 Introduction Of The Mobile Configuration
15 AP/DOC/004 Software Sub-licence for Smart Card Security
Software
16 TD/STD/004 Generalised API for OPS/TMS Technical Design
Standard
17 Withdrawn in CCN1616b
18 Not Used
19
Calculating Mean Time Between Failure and
SVM/SDM/PRO/0013 Availability Process
20 Not Used
21
CAPO-HNG-X Technical Interface Specification
DES/NET/TIS/0006
22
VOCALINK — HNG-X Technical Interface
DES/NET/TIS/0008 Specification
23
Santander HNG-X Technical Interface
DES/NET/TIS/1839. Specification

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24 AS/IFS/002 Horizon to EDG - Technical Interface
Specification for Track and Trace
25
POLSAP Technical Interface Specification
POLSAP/DES/GEN/SPE/
0002
26
Streamline HNG-X Technical Interface
DES/NET/TIS/0004. Specification
27 Not Used

8.2 There are no CRDs associated with this Schedule B4.3.

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SCHEDULE B4.4
EXISTING SERVICE LEVELS
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
11 26/09/06 Minor corrections by PO
1.2 11/10/06 Further minor corrections from FS.
1.3 19/01/07 Further minor amendments
14 22/01/07 Further minor amendments
20 25/01/07 Baseline copy of 1.4
21 27/06/07 Applying CCN1202
3.0 09/07/07 Baseline copy of 2.1
34 12/06/09 Applying changes as per CCN1252a
6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu
7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu
8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d
9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349
10.0 10/09/15 CCD reference updates and moving all Schedules to
v10.0 in accordance with CCN1506
11.0 31/03/16 Applying changes as per CCN1427 and moving all
Schedules to V11.0 as per CCN1604
12.0 03/07/17 Moving all schedules to V12.0
13.0 23-Nov-2020 Updating as per CCN1616b and moving all Schedules to
v13.0

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1.1

1.2

1.3

24

2.2

SCHEDULE B4.4
EXISTING SERVICE LEVELS
INTRODUCTION

The provisions of this Schedule B4.4 shall apply to the HNG-X Services (other than
the BCSF Service) from the Amendment Date and shall cease to have effect on
commencement of the relevant Trigger Event as set out within the tables in
Schedule B3.1. For the purposes of determining which existing Service Levels are
affected upon the occurrence of such Trigger Event, Annex 6 to this Schedule B4.4
sets out each existing Service Level, as described in this Schedule B4.4, and its
corresponding Service Description.

This Schedule B4.4 defines up to three thresholds in respect of each Service Level
as follows:

1.2.1 the level of Service (“Service Level Target” or “SLT’) required from
Fujitsu Services by Post Office;

1.2.2 the level of Service which, if not achieved by Fujitsu Services, shall give
rise to payment of liquidated damages by Fujitsu Services (the
“Liquidated Damage Threshold” or “LDT’). Payment of liquidated
damages notwithstanding, a failure of any LDT shall not (on its own)
constitute a Default; and

1.2.3 the level of Service below the SLT and (if applicable) the LDT which if not
achieved by Fujitsu Services shall give rise to payment by Fujitsu
Services of Post Office Additional Costs or liquidated damages as
described (where relevant) in this Schedule (the “Additional Remedy
Level” or “ARL”).

For the avoidance of doubt, the Parties agree that not all SLT failures shall give
rise to payment of liquidated damages. The SLT failures that do not give rise to
payment of liquidated damages are set out in each relevant Service Description
CCD.

GENERAL PRINCIPLES

The purpose of remedies (liquidated damages or any other additional remedy
specified in a Service Description) is that Post Office shall not be disadvantaged
by failures of Fujitsu Services to provide the Services to the agreed specification
and reliability.

For the avoidance of doubt, liquidated damages shall be based upon the applicable
fixed amounts or rates stated in this Schedule B4.4.

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2.3

24

25

26

3.1

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
defined for each Service. Additionally, all levels of service shall be monitored on a
weekly and monthly basis and any failure to meet a Service Level assessed over
that month shall be reported to Post Office by means of the Service Review Book
produced on a monthly basis detailing all Service Levels and the actual levels of
service achieved in that month.

In respect of any SLT that has a Service Level Measurement Period equivalent to
a SLT Calendar Year or a Service Level Measurement Period that is otherwise
defined with reference to a SLT Calendar Year, in the event that the remainder of
the term of the Agreement after the last SLT Calendar Year of the term of the
Agreement in relation to that SLT (“Final Period”) is less than six (6) months then
Fujitsu Services shall:

241 continue to measure and report performance against that SLT during the
Final Period; and

24.2 not be obliged to take any remedial action should that SLT fail to be
achieved at any time during the Final Period.

The values applicable to each SLT are set out in the Annexes to this Schedule
B4.4.

Subject to any provisions to the contrary in this Schedule B4.4 in respect of a
particular Service Level, where Service Levels are expressed in terms of

performance required by a particular “Day”:

2.6.1 “Day A” means the day of the specified triggering event (such as the date
of a Transaction);

2.6.2 “Day B” means the day following Day A; and
2.6.3 “Day C” means the day following Day B and so on.
SERVICE LEVELS.

The Annexes to this Schedule B4.4 define the SLTs, LDTs and ARLs for the
following groups of Services:

3.1.1 Service Desk services (Annex 1);
3.1.2 Data Delivery services (Annex 2);
3.1.3 Banking services (Annex 3); and

3.14 Miscellaneous services (Annex 4).

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44

4.2

SERVICE LEVEL RELIEF - VOLUMETRIC LIMITS

Annex 5 to this Schedule B4.4 sets out the limits for certain Operational Services
(the “Volumetric Limits”) which if exceeded over the period specified in the table
in Annex 5 (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:

411 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.

4.13 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:

(a) 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

(b) 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 Services’ 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.

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5.1

5.2

5.3

5.4

6.1

6.2

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, 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 Business
Volumes CCD is exceeded, the measures of Fujitsu Services’ performance for the
Service Levels (SLTs and (if applicable) the LDTs and ARLs) listed in the Business
Volumes CCD shall be disregarded and replaced with an average measurement
for that day (based upon actual performance measurements over the previous
three calendar months, or otherwise as agreed by the Parties (acting reasonably)).

Ifthe Contracted Volumes referred to in the Business Volumes CCD are exceeded,
Post Office and Fujitsu Services shall jointly consider the reasons for such excess
and whether it is temporary or is or is likely to be continuing. If such excess is or
is likely to be continuing Fujitsu Services shall be entitled to make a reasonable
and proportionate adjustment to the relevant Contracted Volume and/or the
affected Service Levels or obligations specified in the Business Volumes CCD,
such adjustment to be agreed with Post Office under the Change Control
Procedure.

If any of the Design Limits specified in the Business Volumes CCD are exceeded
then the measures of Fujitsu Services' performance for any Service Level or other
service target involving data processing (requiring either automated or manual
processing or both) shall be disregarded to the extent that Fujitsu Services can
demonstrate to Post Office’s satisfaction (Post Office acting reasonably) that
failure to meet the Service Level and/or service target, as the case may be,
occurred as a result of a Design Limit being exceeded. Fujitsu Services shall use
reasonable endeavours to meet those Service Levels and/or service targets during
the period when the measures of Fujitsu Services’ performance are disregarded.

OTHER SERVICE LEVEL/OBLIGATION RELIEF

The Parties shall agree (such agreement not to be unreasonably withheld)
appropriate relief from Service Levels if any new facilities or products 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 Horizon Applications (other
than NBS) or Infrastructure Services are suspended in accordance with paragraph
3.4.15 of the CCD entitled “Service Management - Service Description”
(SVM/SDM/SD/0007) (formerly “Service Management Service - Service
Description” (CS/SER/014)), measurements of Fujitsu Services' performance in
respect of all Service Levels detrimentally affected by such suspension (in respect
of those Horizon Applications and Services) shall be disregarded and Fujitsu
Services shall be released from those of its obligations in respect of those Horizon

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6.3

7A

7.2

7.3

74

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 the Third Line Support Service or Application Support
Service (Fourth Line) in order to be resolved, then the measures of Fujitsu
Services’ performance in respect of such Service Level and other service target
shall be disregarded for the period affected by the QAS Software fault or problem.

RECTIFICATION PLAN

In the event that an ARL specified in this Schedule B4.4 is failed, Fujitsu Services
and Post Office shall agree a method of rectification and timetable for the
resolution of the cause of that failure (a “Rectification Plan”). For the avoidance of
doubt, Fujitsu Services shall remain liable for financial remedies payable in
accordance with this Schedule B4.4 in respect of that failure.

In the event that the Rectification Plan involves a change to the provision of the
Services, such change shall be agreed under the Change Control Procedure and
shall be made at no charge to Post Office.

Without prejudice to Post Office’s rights to remedies provided in this Agreement,
during the period the Rectification Plan is being implemented Fujitsu Services shall
maintain performance of all other Services in accordance with the Service Levels
specified in this Schedule B4.4 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 the ARL failure occurs again and is persistent, the following
provisions shall apply:

741 Post Office shall have the right to conduct, and require Fujitsu Services
to co-operate and assist with, a tender process for sub-contracting by
Fujitsu Services of the Operational Services 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 with, the tender
process, then the Parties shall procure the same.

742 Without prejudice to the generality of the foregoing, Fujitsu Services shall
disclose to any bona fide potential Service Provider (subject to the same
executing an Agreed Form NDA or any other form of non-disclosure
agreement mutually agreed by Post Office, Fujitsu Services and such
bona fide potential Service Provider) Confidential Information to the

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extent that such disclosure is reasonably required to enable any potential

Service Provider to prepare a reasonably detailed tender proposal.

74.3 If the outcome of any tender process is that Fujitsu Services were to sub-
contract the Operational Services 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.

DISPUTE RESOLUTION

Any dispute arising in connection with the application of this Schedule B4.4 shall

be resolved in accordance with the Dispute Resolution Procedure.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule B4.4:

Document Reference

Document Title

41 CS/SER/002

Horizon Systems Helpdesk:
Service Description

2 Withdrawn in CCN1616b

3 CS/PRD/058

Fujitsu Services / Post Office Ltd
Interface Agreement for
Operational Business Change -
Reference Data

4 CS/SER/004

Message Broadcast: Service
Description

5 BP/SPE/035

NBS Definition

6 CS/SPE/011

Network Banking End to End
Reconciliation Reporting

7 NB/PRO/002

On Line Services
Reconciliation & Incident
Management

8 SVM/SDM/SD/0011

Branch Network: Service
Description

9 CS/SER/015

Management Information
Service: Service Description

70 I EF/SER/001 (Replaced )

Debit Card MoP Functional
Description (Replaced )

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REQ/GEN/REP/1091
Mapping Schedule B3.2 to the
HNG-X Solution
11 EF/IFS/002 Horizon — Streamline Application
Interface Specification
12 EA/IFS/030 (Replaced) Technical Interface Specification
Impact Programme: POL F S
$80 Technical Interface
Specifications (Replaced)
POLSAP/DES/GEN/SPE/0002
POLSAP Technical Interface
Specification
13 PA/PER/033 Horizon Capacity Management
and Business Volumes
14 CS/SER/014 (Replaced) Service Management Service -
Service Description (Replaced)
SVM/SDM/SD/0007 Service Management - Service
Description
15 CS/PRO/163 Closure of Associated NBX
Circuits
16 CS/SER/010 Transaction Benchmark Service:
Service Description
17 Withdrawn in CCN1616b

9.2 There are no CRDs associated with this Schedule B4.4.

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24

2.2

2.3

24

ANNEX 1 TO SCHEDULE B4.4 - SERVICE DESK SERVICE LEVELS

INTRODUCTION

The SLTs for the Service Desk Service are specified in this Annex 1 to Schedule B4.4.

In respect of the Service Desk Service there are no SLTs with associated LDTs or ARLs.
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 2 of this Annex
1.

For the purposes of the SLTs set out in paragraph 2 of this Annex 1, all timing
measurements for Service Level purposes in respect of calls left on the Service Desk
Voicemail Service shall commence at 08:00 hours on the Service Desk Day following
that call.

Fujitsu Services shall be entitled to suspend a Service 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 NO LIQUIDATED DAMAGES APPLY

Fujitsu Services shall provide the Service 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 Service Desk telephone switch.

Hours of Service

2.3.1 Fujitsu Services shall provide a continuous Service Desk Service during each
Service Desk Day.

2.3.2 The Service Desk Voicemail Service shall be provided outside of Service Desk
Days with Service Desk ring back commencing at 08:00 hours on the following
Service Desk Day.

2.3.3 Arrangements for Bank Holidays shall only vary from a normal Service Desk
Day where agreed with Post Office, having regard to their applicability
throughout the United Kingdom.

2.3.4 Fujitsu Services shall ensure that calls made to the Service Desk outside
specified hours are accepted by Fujitsu Services which may be by the Service
Desk Voicemail Service.

To the extent that such notification is required by law, Fujitsu Services shall be
responsible for ensuring that Service Desk staff are properly notified that calls will be

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recorded and Post Office shall be responsible for ensuring that Users (and others who
call the Service Desk on Post Office business) are properly so notified.

25 Service Level Targets

2.5.1

2.5.2

25.3

2.5.4

255

2.5.6

257

Fujitsu Services shall answer at least 80% of all calls to the Service Desk within
thirty (30) seconds and the average time to answer in each Service Level
Measurement Period shall be less than ten (10) seconds.

The percentage of “calls not answered” shall be less than five (5). 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.

Until 31st March 2015, Fujitsu Services shall resolve at least 95% 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 five (5) minutes. The average time to resolve first level calls in each
Service Level Measurement Period shall be less than three (3) minutes.

Until 31st March 2015, Fujitsu Services shall resolve at least 95% 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 ten (10) minutes.

The Service Desk Voicemail Service shall be available during all periods
outside of Service Desk Days. Fujitsu Services’ performance against this
obligation shall be reported in the Service Review Book.

Fujitsu Services shall ensure that all calls recorded by the Service Desk
Voicemail Service will be raised as calls on the Fujitsu Services call logging
system on the next Service Desk Day following the recorded call. Fujitsu
Services' performance against this obligation shall be reported in the Service
Review Book.

Reboot Incidents

(a) Fujitsu Services shall use all reasonable endeavours to ensure that the
number of Reboot Incidents reported to the Service Desk and in relation
to which the Service Desk has not (whilst acting reasonably) refused
authorisation shall be less than the number equal to 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.

2.6 Service Level relief

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2.6.1 If for any reason other than a Default by Fujitsu Services, the Service Desk
becomes unavailable for use, the Service Levels in paragraph 2 of this Annex
1 of Schedule B4.4 will be suspended for the period of such unavailability
subject to a maximum period of either:
(a) three hours; or

(b) the remainder of the Service Desk Day,

whichever is the shorter period.

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ANNEX 2 TO SCHEDULE B4.4 - DATA DELIVERY SERVICE LEVELS

1. INTRODUCTION
1.4 The data delivery SLTs for the following are specified in this Annex 2 to Schedule B4.4:
1.4.41 APS;

1.1.2 Transaction loading onto Configured POL FS;

1.1.3 LFS;

1.14 delivery of Transaction Correction Records;

1.1.5 delivery of HR SAP Files;

1.1.6 APS Client data;

1.1.7 Reference Data;

1.1.8 Message Broadcast Service;

1.1.9 delivery of Reconciliation and Settlement Reports;

1.1.10 dispatch of REC Files;

1.1.11 Not used; and

1.1.12 delivery of Client Transaction summary (CTS) files.
1.2 In respect of each of the above:

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 2.

1.3 Where Fujitsu Services is obliged to arrange and undertake a visit to a Branch to recover
Transaction records as described in the CCD entitled “Engineering Service: Service
Description” (SVM/SDM/SD/0002) 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:

1.3.1 For the purposes of such assessment, the following shall be disregarded from
all relevant Service Level measurements in respect of the Branches in
question:

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(a) 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;

(b) 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;

(c) 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

(d) 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.

1.4 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 LEVEL TARGETS FOR WHICH LIQUIDATED DAMAGES OR
ADDITIONAL REMEDIES APPLY

21 APS Service Levels with remedies
211 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 are of
generic application to APS Clients and the relevant performance

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measurements for all APS Clients (for which services are being provided as
at the Amendment Date) shall be aggregated for the 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

(a) 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).

(b) 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 this 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.

(c) The SLT, LDT and ARL for APS Transaction Data File delivery are as
shown in the table below:

Service
Requirement

SLT

LOT

ARL

APS Transaction
Data File delivery

96.5% of all
Transaction records
delivered by 23:59
hours Day B;

97.5% of all
Transaction records
delivered by 23:59
hours Day C (i.e. 1
Day after Day B);

98.5% of all
Transaction records
delivered by 23:59
hours Day D (i.e. 1
Day after Day C);

100% of all
Transaction records
delivered by 23:59
hours Day J (i.e. 6
Days after Day D).

96.5% of all
Transaction records
delivered by 23:59
hours Day B;

97.5% of all
Transaction records
delivered by 23:59
hours Day C (i.e. 1
Day after Day B);

98.5% of all
Transaction records
delivered by 23:59
hours Day D (i.e. 1
Day after Day C);

100% of all
Transaction records
delivered by 23:59
hours Day J (i.e. 6
Days after Day D).

98% of all
Transaction
records delivered
by 23:59 hours
Day D.

(d) For the purposes of paragraph 2.1.3(c) above, in relation to each AP.
Client serviced by the APS via the EDG:

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(i) the Transaction record file shall be deemed to be
delivered when it is delivered to the EDG and not the AP
Client; and

(ii) 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.

214 Remedies

(a) 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 * 1.46 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) * 1.46 pence) +
(((97.5 - actual level of Service by Day C) / 100) * (total number of
Transactions - any also failing at Day D and Day J) * 1.46 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) * 1.46
pence).

(b) Where the level of service falls below the ARL specified in the table in
paragraph 2.1.3(c) Post Office shall be entitled to recover in addition to
any liquidated damages recovered under paragraph 2.1.4(a), the greater
of:

(i) 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) *
1.46 pence; and
(ii) Post Office Additional Costs.
2.2 Transaction loading onto Configured POL FS

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2.2.1 In respect of all Transactions undertaken on a particular day, the proportion of

Transaction records delivered from TMS to Configured POL FS following that
day (i.e. Transactions on Day A, delivery to Configured POL FS by 07:30 Day

B, Day C, Day D and Day J) shall be measured by Fujitsu Services.

2.2.2 Subject to paragraph 2.2.4, Fujitsu Services shall use reasonable endeavours
within the capacity and performance constraints of the POL FS System to
ensure that all Transactions occurring on Day A are loaded onto Configured

POL FS as set out in the table below:

Service Requirement

Target

onto Configured POL FS.

Transactions loaded from TMS

96% of all Transaction records loaded onto
Configured POL FS by 07:30 hours on Day B;

97% of all Transaction records loaded onto
Configured POL FS by 07:30 hours on Day C
(ie. 1 Day after Day B);

98% of all Transaction records loaded onto
Configured POL FS by 07:30 hours on Day D
(ie. 1 Day after Day C);

100% of all Transaction records loaded onto
Configured POL FS by 07:30 hours on Day J
(i.e. 6 Days after Day D).

2.2.3 If Fujitsu Services persistently fails to achieve the targets described in
paragraph 2.2.2 as a result of lack of capacity or performance of the POL FS
System, then increases in capacity or performance required to address the

deficiency shall be dealt with by the Capacity Management Service.

2.2.4 The measurement of the targets in paragraph 2.2.2 shall not include:

(a) in the event that the QA/Test SAP System is used as the failover
system for the Production SAP System pursuant to paragraph
2.2.5, any Transactions required to be loaded onto Configured
POL FS during the period commencing from the day on which the
QA/Test SAP System is used and expiring on the day on which the
Production SAP System becomes available and Fujitsu Services
has completed the loading of all data onto the Production SAP

System from the QA/Test SAP System;

(b) any failure to load any Transaction onto Configured POL FS where

such failure is caused either by:

(i) the incorrect functioning of PRISM application code; or

(i) the

incorrect configuration of Configured POL FS
(including but not limited to missing FAD) provided that
such incorrect configuration is a result of configuration

activity that is not the responsibility of Fujitsu Services.”

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2.25

2.3 LFS Service Levels

2.3.1

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Business Continuity

(a)

(d)

Purpose

0)

(ii)

(iii)

In the event that an incident or a major failure of the
Production SAP System causes the Production SAP System
(situated in the live Data Centre) to be unavailable:

Fujitsu Services shall notify Post Office of such incident or
failure (in such manner as is practicable in the
circumstances) as soon as reasonably practicable and if
such notification is not in written form, shall confirm in
writing in accordance with the normal practice for incident
management between the Parties;

the QA/Test SAP System (situated in the DR Data Centre)
shall be used as the failover system for the Production
SAP System; and

the POL FS Services in respect of the QA/Test SAP
System shall be suspended for the duration of such
incident or failure.

Fujitsu Services shall ensure that the time taken for failover
referred to in paragraph 2.2.5(a) (measured between notice
being given by Fujitsu Services pursuant to section 2.2.5(a)(i)
and the QA/Test SAP System being re-configured for use as
the Production SAP System) does not exceed 48 hours. In
the event that such failover is required, it shall be permissible
for the POL FS Services to be reduced in terms of number of
concurrent users, response times and hours of service.

Fujitsu Services is not obliged to provide failover systems for
the QA/Test SAP System or the Development SAP System
and, in the event that an incident or a system failure causes
either the QA/Test SAP System or the Development SAP
System to become unavailable, the POL FS Services in
respect of the QA/Test SAP System and the Development
SAP System shall be suspended for the duration of such
incident or failure.

In the event that Fujitsu Services gives notice pursuant to
section 2.2.5(a)(i) above, Post Office shall ensure that the
QA/Test SAP System is available for failover within two hours
of such notice being given

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Fujitsu Services shall provide the LFS at all Branches for all of the hours that
they are open for business.

2.3.2 Services Measures
The LFS measures are categorised as follows:
(a) transfer of data from Branch to SAPADS; and
(b) transfer of data from SAPADS to Branch.
2.3.3 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 LOT ARL
Requirement I at the Branch
by:
Confirmation of I 19:00 on Day A I 97.2%, of pouch I 99% of pouch I N/A
pouch received confirmation confirmation
at Branch messages messages

available by I available by
19:00 on Day A} 19:00 on Day
tobedeliveredtoI}A to be
SAPADS: by I delivered to
08:00 on DayB I SAPADS by
08:00 on Day
B

2.3.4 SAPADS to Branch Data Transfer

(a) The SLT and ARL for SAPADS to Branch data transfer are set out in
the table below:

Service Data available I SLT LOT ARL
Requirement I at the
SAPADS/ LFS
boundary by
Delivery of I 06:00 on Day A I 90% of planned I N/A 95% of
SAPADS orders available planned
Planned by 06:00 on Day orders
Orders to A to be at the available by
Branches Branch(es) by 06:00 on Day
08:00 on Day A; Ato be at the
Branch(es)
70% ay ne by 12:00 on
ranch(es) by Day A
12:00 on Day A. .

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2.3.5

(b)

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FOIA CONFIDENTIAL TREATMENT REQUESTED

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 set out in the table above. 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.

LFS Remedies

(a)

(b)

(c)

In the event that either of the Service Level Targets specified in the
tables in paragraphs 2.3.3 or 2.3.4(a) 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.

liquidated damages in respect of failures to achieve the LDT for
Branch to SAPADS data transfer set out in the table in paragraph
2.3.3 shall be calculated as follows:

liquidated damages =

(L-(0.01 * T)) * £3.82, 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.

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
2.3.4(a), Post Office shall be entitled to recover Post Office
Additional Costs from Fujitsu Services.

2.4 Delivery of Transaction Correction Records to Branches

2.4.1

The SLT and ARL for the delivery of Transaction Correction Records to

Branches are set out in the table below:

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Service Data available I SLT LDT ARL
Requirement I for extraction

from

Configured

POL FS by
Delivery of I 23:59:59 on I For Transaction I N/A 95% of
Transaction DayA Correction Transaction
Correction Records Correction
Records to available by Records
Branches 23:59:59 on Day available by

25

A: 23:59:59 on
90% to be at the Day Ato be at

the
Branch(es) by
08:00 on Day B; B00 on

96% to be at the Day B.
Branch(es) by
12:00 on Day B;

100% to be at the
Branch(es) by
23:59:59 on Day J
(ie. 6 Days after
Day D).

2.4.2 Delivery of Transaction Correction Records which are available to be extracted
from Configured POL FS for delivery to Branches between 23:59:59 on
Saturdays and 23:59:59 on Sundays shall not be included in the calculation of
the SLT and ARL set out in the table above. Fujitsu Services shall use
reasonable endeavours to achieve the SLT set out in the above table for
delivery of such Transaction Correction Records to Branches.

243 In the event that any of the SLTs specified in the table in paragraph 2.4.1 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.

244 In the event that Fujitsu Services fails to achieve the ARL set out in the table
in paragraph 2.4.1, Post Office shall be entitled to recover Post Office
Additional Costs from Fujitsu Services.

Delivery of HR SAP Files

2.5.1 For the purpose of this paragraph 2.5, the term "Pay Run Date" means the
date on which Post Office processes Agents’ remuneration as defined by Post
Office Reference Data.

2.5.2 The Service Levels for delivery of the HR SAP Files to the TIP Gateway are
as set out in the table below:

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CONFIDENTIAL,
Service Notification by I SLT LDT ARL
Requirement I Post Office of
Pay Run Date

Delivery of I At least 14 daysIHR SAP File I NWA HR SAP File
HR SAP I prior to the Pay I delivered to TIP. delivered to
Files Run Date Gateway by TIP Gateway
21.30 on the by 21.30 on
Friday preceding the Friday
the Pay Run preceding the
Date Pay Run Date
2.5.3 In the event that the SLT specified in the table in paragraph 2.5.2 is not

3.1

2.5.4

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.

In the event that Fujitsu Services fails to achieve the ARL set out in the table
in paragraph 2.5.2, Post Office shall be entitled to recover Post Office
Additional Costs from Fujitsu Services.

SERVICE LEVEL TARGETS WITH NO ASSOCIATED LIQUIDATED DAMAGES
THRESHOLDS OR ADDITIONAL REMEDY LEVELS

APS Client data

3.4.4

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.

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.

The Service Level Targets for APS Client data are set out in the table below:

Service SLT (applicable in respect of APS Client data
Requirement received by 20:00 on Day A)

Delivery of APS 96% of Counter Positions can access the data at the
Client data start of the next Post Office Core Day (i.e. Day B);

97% of Counter Positions can access the data at the
start of the second Post Office Core Day following
Day A (i.e. Day C);

98% of Counter Positions can access the data at the
start of the third Post Office Core Day following Day A
(i.e. Day D);

100% of Counter Positions can access the data at

the start of the ninth Post Office Core Day following
Day A (i.e. Day J).

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3.2 Reference Data

3.2.1

3.2.2

3.2.3

Post Office Reference Data shall be delivered to Fujitsu Services within the
lead-times specified in the CCD entitled “Fujitsu Services / 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 96% 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);

97% 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);

98% of Counter Positions will have received
the correct version of the Reference Data by
the start of Post Office Core Day three days
after the Agreed Release Date (i.e. by Day D);

100% 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).

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3.3 LFS Service Levels

3.3.1 SLTs for Branch to SAPADS data transfer are set out in the table below:

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

Service
Requirement

Data available
at the Branch

by

SLT

Confirmation of
pouch received
at Branch

19:00 on DayA

97% of pouch confirmation messages
available by 19:00 on Day A to be
delivered to SAPADS by 22:00 on Day A;

100% 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
SAPADS pouch
Collected from

19:00 on DayA

97% to SAPADS by 22:00 on Day A;

97.2% to SAPADS by 08:00 on Day B;

Branch
100% to SAPADS by 22:00 hours on Day
I.
Daily Cash on I 19:00 hours on I 96.25% to SAPADS by 23:59 hours on
Hand details DayA Day A.

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

Advice Notes
Branches

Delivery of SAPADS

to

18:00 on dayA 97% at the Branch(es) by

08:00 on Day C.

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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.

rectification and improvement plan to address the failure.

3.4 Message Broadcast Service

3.4.1 Introduction

Fujitsu Services and Post Office shall agree a reasonable

(a) This paragraph 3.4 sets out the Service Levels which apply to the
Message Broadcast Service (“MBS”).

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3.4.2

3.4.3

3.4.4

3.4.5

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(b) Notwithstanding paragraph 2.4 of this Schedule B4.4, Fujitsu
Services shall not be required to report performance against the SLT
specified in paragraph 3.4.3.

(c) 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:

(a) I messages can be submitted at any time during the Post Office Core
Day;

(b) 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” (SVM/SDM/SD/0018) (formerly “Message
Broadcast: Service Description” (CS/SER/004)), the SLT shall be that all
messages shall be available for onward transmission to the Branches, within
three (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 four (4) hours of the “message receipt time’, provided
that the targeted Branch is operating and communicating normally. The three
(3) and four (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 three (3) and
four (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,

(a) I As aminimum, the MBS shall have sufficient capacity to support:

(i) the submission of six (6) messages per day by Post Office; and

(ii) three (3) new messages for any given Branch per day.

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(b) Fujitsu Services shall use reasonable endeavours to process messages

above these volumes, up to:

(i) the submission of a maximum of 13 messages per day by Post

Office; and

(ii) I amaximum of seven (7) new messages for any given Branch per

day.

(c) 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(a)
above. For message volumes above these limits, no service levels shall

apply.
3.5 Delivery of Reconciliation and Settlement Reports
3.5.1 Fujitsu Services shall deliver to Post Office the Reconciliation and Settlement
Reports generated from DRSH and TESQA.
3.5.2 The delivery targets for the Reconciliation and Settlement Reports are set out
in the table below:
LREC File received by I Delivery targets
Fujitsu Services
By 23:59:59 on Day A. Delivery of Reconciliation and Settlement
Reports to the TIP Gateway by 08.05 on Day B
(irrespective of whether any DRSH failure
occurs during the overnight batch window).
Between 00.00 and Delivery of Reconciliation and Settlement
01.59.59 on Day B Reports to the TIP Gateway by 08.05 on Day B
or where there is a DRSH failure during the
overnight batch window by 10.05 on Day B.
Between 02.00 and Reconciliation and Settlement Reports delivered
22.00 on Day B. pursuant to this SLT will not be enriched with
LREC data received from LINK until Day C.
However, delivery of the Reconciliation and
Settlement Reports (without the LREC
enrichment) will be made to the TIP Gateway by
08:05 on Day B or where there is a DRSH failure
during the overnight batch window by 10:05 on
Day B.
3.5.3 Subject to paragraph 3.5.4, the SLT is that the number of Reconciliation and

Settlement Reports which fail to deliver in accordance with paragraph 3.5.2

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3.5.4

3.5.5

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shall not (in respect of each delivery target above) exceed two (2) failures in
any SLT Calendar Year. Fujitsu Services will notify Post Office of any such
delivery failures using a manual (ie non automated) method (eg email).

A further SLT is that 100% of the Reconciliation and Settlement Reports shall
be delivered by Fujitsu Services to the TIP Gateway (or other location agreed
by the Parties) by:

(a) 12:00 on Day B where the failure occurs on a system involved in the
generation of the Reconciliation and Settlement reports (excluding
DRSH or Transaction Enquiry Service) and the failure occurs during
the overnight batch window; or

(b) 18:00 on Day B where the failure occurs on the DRSH and / or
Transaction Enquiry Service, and the failure occurs during the
overnight batch window,

with the proviso that, if the LREC File is received by Fujitsu Services between
02:00 and 22:00 on Day B, then any such Reconciliation and Settlement
Reports will not be enriched with LREC data received from LINK until Day C.

For the purposes of the SLTs described in paragraphs 3.5.3 and 3.5.4, the
Service Level Measurement Period is each SLT Calendar Year.

3.6 Dispatch of REC Files

3.6.1

3.6.2

3.6.3

3.6.4

3.6.5

3.6.6

Fujitsu Services shall use reasonable endeavours to ensure that 100 % REC
Files are dispatched from Fujitsu Services’ server to CAPO and Santander by
00:10 on each day.

The Service Level Target is that, subject to paragraphs 3.6.3 and 3.6.4, all REC
Files shall be delivered to each of CAPO and Santander by 03:00 on each day
of each SLT Calendar Year.

Subject to paragraph 3.6.5, the number of REC Files which fail to be delivered
to CAPO in accordance with paragraph 3.6.2 shall not exceed two (2) failures
in any SLT Calendar Year.

Subject to paragraph 3.6.5, the number of REC Files which fail to be delivered
to Santander in accordance with paragraph 3.6.2 shall not exceed two (2)
failures in any SLT Calendar Year.

A further SLT is that, in any SLT Calendar Year, 100 % of REC Files shall be
delivered to CAPO by 16:00 on Day B and 100 % of REC Files shall be
delivered to Santander by 18:00 on Day B.

For the purposes of the SLTs described in this paragraph 3.6, the Service
Level Measurement Period is each SLT Calendar Year.

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3.7 Not used

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ANNEX 3 TO SCHEDULE B4.4 - BANKING SERVICES

PART A - NBS SERVICE LEVELS AND REMEDIES

NBS SERVICE LEVEL PRINCIPLES

This Part A of Annex 3 to Schedule B4.4 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:

“Availability Period” means each period of six (6) months commencing on 1 January
and 1 July each SLT Calendar Year;

“Central NB System” means the elements of the NB System which enable on-line
Banking Transactions to be carried out, excluding all:

1.2.1 such elements in Branches (or other Post Office locations where the NBS is
available);

1.2.2 network components between each Branch (or other Post Office locations
where the NBS is available) and the Data Centres; and

1.2.3 network components between the Data Centres and the Banks;

“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;

“Customer Critical Exception” means a NB Priority Exception in respect of which
Fujitsu Services has received a Disputed Banking Transaction Notice; and

“Non NB Core Hours” means all hours which are not NB Core Hours.

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 Annex 3.

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,
Fujitsu Services’ performance against the Service Levels in this Annex 3 shall be
reported monthly for service monitoring purposes in the Service Review Book.

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

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24

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 Description” (SVM/SDM/SD/0007) (formerly “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.

For the purposes of the NBS, in particular the NBS Service Levels described in this
Annex 3 to Schedule B4.4, the result of the following calculation:

* MCWP minus MAAWP,

(such result being referred to in this paragraph 1.6 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 Change
Control Procedure.

This Annex 3 sets out five categories of performance measures:

1.7.1 NB Request and NB Authorisation transmission time measures;

1.7.2 NBS availability measures; and
1.7.3 Data Reconciliation Service measures.

Of these, paragraphs 1.7.1 and 1.7.2 above are subject to liquidated damages whilst
paragraph 1.7.3 is not.

PERFORMANCE MEASURES

NB Request and NB Authorisation transmission times

2.1.1 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 Banks before the earliest of:

(a) the MCWP has expired;

(b) the Banking Transaction is Declined by the Counter Clerk; and

(c) the Banking Transaction fails,

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2.1.4

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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 Banks
and the corresponding NB Authorisation being received back from the Banks
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 the average Time for NBS Transactions
conducted in Branches using Fixed ADSL and Dialled Connections taken
together, for the periods such connections are scheduled to be established,
shall not exceed 2.5 seconds.

2.2 NBS availability measures

2.2.4

Central Systems Availability

(a) Subject to paragraph 2.2.1(b), Fujitsu Services shall record and/or
calculate the following:

(i) the number of Core NB System Faults which causes the
NBS not to be available in 20% or more of all Branches;
and

(ii) 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;

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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.
(b) For the purposes of the recording and/or calculations referred to in
Paragraph 2.2.1(a) of this Annex 3 which are to be used for the purposes
of paragraph 2.2.1(c) of this Annex 3:
(i) Core NB System Faults that cause the NBS not to be
available for 5 minutes or less; and
(ii) 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
(iii) Branches referred to in paragraph 2.2.1(a) of this
Annex 3 are those Branches where the NBS is required
(subject to Clause 2.2) to be available.
(c) The Service Level Targets in respect of each Availability Period are set
out in the following table:
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 <=3 <=12

Faults which causes the NBS not to
be available in more than 20% of all
Branches shall not exceed:

The aggregate Average Branch I <=3 hours <=15 hours
Outage shall not exceed: 25 minutes

(d) Notwithstanding any provision contained in this paragraph 2.2.1 but subject
to paragraph 2.2.1(e), Fujitsu Services shall use reasonable endeavours to
ensure that the targets in the following table shall apply in respect of each
period of three months commencing from month one and month four of
each Availability Period:

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Service Level Measure Service Service Level
Level Targets for Non
Targets for I NB Core Hours
NB Core
Hours
The aggregate Average Branch I <=3 hours 25 I <=7 hours 30
Outage shall not exceed: minutes minutes
(e) If Fujitsu Services persistently fails to achieve the targets described in
Paragraph 2.2.1(d) as a result of a lack of capacity or performance of the
Horizon Service Infrastructure, then increases in capacity or performance
required to address the deficiency shall be dealt with by the Capacity
Management Service.
2.3 Data Reconciliation Service measures

2.3.1

Fujitsu Services shall measure the time taken to resolve each NB Priority
Exception, counting time within MSU Days only, as follows:

(a)

(b)

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);

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);
and

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 “Reconciliation Service: Service

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2.3.2

2.3.3

2.3.4

23.5

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Description” (SVM/SDM/SD/0015) (formerly “On Line Services
Reconciliation & Incident Management” (NB/PRO/002)).

In respect of each NB Priority Exception where Fujitsu Services requires:
(a) information from, or access to, a Branch; or
(b) information from the Post Office regarding Banks,

for that exception to be resolved, the following shall not count towards the time
for resolution of that exception:

(a) 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 Post Office regarding Banks in order to request that information or
access, provided that Fujitsu Services has used reasonable endeavours
to make such contact; and

(b) the period, if any, whilst Fujitsu Services waits for that information or
access to be provided by the Branch in question or the Post Office
regarding Banks, having requested it, provided that Fujitsu Services has
repeated such request at reasonably frequent intervals.

The discounting of the periods described in 2.3.2(c) and 2.3.2(d) 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 2.3 of this Annex 3:
(a) “day” means a period running for 24 hours from 00:00; and

(b) 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 2.3.6 of this Annex 3 shall apply
in respect of:

(a) all Customer Critical Exceptions; and
(b) the first 500 NB Priority Exceptions (other than Customer Critical

Exceptions) occurring on each day (excluding those described in
paragraph 2.3.5(c)),

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but shall not apply in respect of:

(c) 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 the resolution time (measured in accordance
with paragraphs 2.3.1 and 2.3.2 of this Annex 3) for 95 % of the NB Priority
Exceptions specified in paragraph 2.3.5 of this Schedule B4.4 shall not exceed
8 hours.

3. REMEDIES

3.1 Liquidated Damages

3.1.1

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 paragraph 3
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:

(a) the sum of Remedies(Time) and Remedies(Reliability) as referred to in
Paragraph 3.3 of this Annex 3 and Table 4 of the CCD entitled "Branch
Network: Service Description" (SVM/SDM/SD/0011) respectively for that
period, less

(b) the amount recoverable under paragraph 3.1.7(a) 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 for liquidated damages by Fujitsu Services
under this Agreement shall not exceed the limits set out in paragraph 2.7 of
Schedule C1

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

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liquidated damages payable by Fujitsu Services in respect of future Service
Level Measurement Periods or Availability Periods.

3.1.7 If Fujitsu Services fails to achieve the ARL specified in paragraph 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:

(a) liquidated damages equal to the sum of Remedies(Time)
Remedies(Reliability) as referred to in paragraph 3.3 of this Annex 3 and
Table 4 of the CCD entitled "Branch Network: Service Description"
(SVM/SDM/SD/0011) for that period, substituting, in making that
calculation, the 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

(b) 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) The total number of Banking Transactions carried out using a
Fixed Connection in the relevant Service Level Measurement
Period.

DialledT(NBS) The total number of Banking Transactions carried out using a

Dialled Connection in the relevant Service Level Measurement

Period.

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ADSLT(NBS)

FixedC(NBS)
DialledC(NBS)
ADSLC(NBS)
Reliability

(Dialled)

Reliability (Fixed)

Reliability (ADSL)

F
D
A

Counter
Transaction Time

v

T(D)

Tw)

T(B)

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
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.

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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:

(((Number of Fixed Transactions x (average number of Fixed
Transactions — 2.5)) +

((Number of ADSL Transactions x (average number of ADSL
Transactions — 2.5)) +

((Number of Dialled Transactions x (average number of
Dialled Transactions — 2.5))) x 1.03p

3.3.2 The result of the calculation of Remedies(Time) may be a negative value.

3.4 NBS Availability

3.4.1 The formulae for calculating liquidated damages for non-availability of the NBS
shall be as follows:

(a) Remedies(Availability1) = {T(D) + T (W) x 0.8 + T(B)} x {V/A} x £0.37

(b) Remedies(Availability2) = {Number of Core NB System faults (Non-NB
Core Hours) - Service Level Targets Core NB System Faults (Non-NB
Core Hours)) x £2,538.

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).

4. 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 Description” (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:

4.11 Remedies (MIS Bank Analysis Report) = (number of Transactions on report in
question/1,000,000) x (number of Working Days report is late x£69.79).

4.1.2 There shall be no Service Level Targets or ARLs in respect of the delivery of
the MIS Bank Analysis Report.

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PART B - DEBIT CARD SERVICE LEVELS AND REMEDIES

5.1

5.2

5.3

5.4

PAYMENT FILE DELIVERY

Fujitsu Services’ obligations regarding transmission of Payment Files (as that term is
defined in the CCD entitled “Mapping Schedule B3.2 to the HNG-X Solution”
(REQ/GEN/REP/1091) (formerly “Debit Card MoP Functional Description”
(EF/SER/001))) to the MA shall be as specified in the CCD entitled “Mapping Schedule
B3.2 to the HNG-X Solution” (REQ/GEN/REP/1091) (formerly “Debit Card 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 Post Office. 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”

(EF/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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6.1

6.2

6.3

6.4

DEBIT CARD EXCEPTIONS
For the purposes of this paragraph 6:

6.1.1 “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);

6.1.2 “DC Exception Reimbursement” means a DC Exception classified as such
by Fujitsu Services in the relevant BIM Report;

6.1.3 “DC Transaction Value” means the transaction value (in pounds sterling) of
the relevant DC Exception; and

6.1.4 “Relevant Data” has the meaning give to that term in paragraph 6.3 below.

In the event that a DC Exception arises solely as a result of the acts or omissions of
Fujitsu Services, Fujitsu Services shall send to Post Office a BIM Report in accordance
with the CCD entitled “Reconciliation Service: Service Description”
(SVM/SDM/SD/0015) (formerly “On Line Services Reconciliation & Incident
Management” (NB/PRO/002)).

Fujitsu Services shall include in the BIM 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
BIM 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
“Reconciliation Service: Service Description” (SVM/SDM/SD/0015) (formerly
“On Line Services Reconciliation & Incident Management” (NB/PRO/002)));
and

6.3.2 Expiry Date.

Fujitsu Services' obligation to obtain the Relevant Data as specified in paragraph 6.3
above shall cease in the event that:

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).

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6.5

6.6

67

6.8

The detailed process for attempting to contact the Branch and attempting to obtain the
Relevant Data shall be documented in the CCD entitled “Reconciliation Service: Service
Description” (SVM/SDM/SD/0015) (formerly “On Line Services Reconciliation & 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 £353.47 (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 £125.06.

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:

6.7.1 £125.06; and

6.7.2 £100.00,

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 BIM 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
“Reconciliation Service: Service Description” (SVM/SDM/SD/0015) (formerly
“On Line Services Reconciliation & Incident Management” (NB/PRO/002)) or
the BIM 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,

Fujitsu Services will reimburse Post Office the DC Transaction Value.

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6.9

6.10

In the event that Fujitsu Services fails to deliver the BIM Report on time pursuant to
paragraph 6.2 above or the BIM 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 BIM Report was due for delivery
pursuant to paragraph 6.2 above, that the BIM 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 BIM Report was due for delivery (as specified in the CCD
entitled “Reconciliation Service: Service Description” (SVM/SDM/SD/0015) (formerly
“On Line Services Reconciliation & Incident Management” (NB/PRO/002))) plus 3 per
cent.

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.

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ANNEX 4 TO SCHEDULE B4.4 - MISCELLANEOUS SERVICES

1. IMPLEMENTATION - SERVICE LEVEL TARGETS: INSTALLATION OF SERVICE
INFRASTRUCTURE

General principles for creating Service Levels for each Implementation shall be agreed
between Post Office and Fujitsu Services on a case by case basis in accordance with
the Change Control Procedure.

2. SERVICE LEVELS AND OTHER TARGETS FOR TESQA

24 Availability

24.4

Fujitsu Services shall, upon the expiry of each SLT Calendar Year, measure
the time that TESQA was available to be logged on to by TESQA Users as a
proportion of the total time between 07:00 and 22:00 on each day of that year
("TESQA Availability").

The Service Level Target is that TESQA Availability in each SLT Calendar
Year shall be no less than 99.75% which equals less than or equal to 13 hours
30 minutes Downtime. Fujitsu Services shall notify Post Office of any failures
to achieve this target monthly on an exception basis.

For the purposes of the above SLT, the Service Level Measurement Period is
each SLT Calendar Year.

2.2 Query Time

2.21

2.2.2

Fujitsu Services shall use reasonable endeavours to ensure that the query time
for all properly constrained transaction queries (as defined below) between
07:00 and 18:00 is no longer than 20 seconds.

For the purposes of paragraph 2.2.1, a properly constrained transaction query
is one of:

(a) APAN and a date/time range of 31 days or less (rolling).
(b) APAN, an amount and a date/time range of 31 days or less (rolling).

(c) APAN, a Banking Transaction and a date/time range of 31 days or less
(rolling).

(d) A PAN, a FAD, a frequency greater than 1 and a date/time range of 31
days or less (rolling).

(e) No PAN, but an amount greater than 4,999.98 and a date range of less
than 1 day.

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2.2.3

2.2.4

2.2.5

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(f) No PAN, but a frequency greater than 4 and a date range of less than 1
day

If Fujitsu Services persistently fails to achieve the target described in
paragraph 2.2.1 as a result of a lack of capacity or performance of the Horizon
Service Infrastructure, then increases in capacity or performance required to
address the deficiency shall be dealt with by the Capacity Management
Service.

Fujitsu Services shall make available a report of the TESQA query times to the
Service Management Relationship. The report shall show, for different periods
during 07:00 and 22:00 of each day, the query times for each type of query
(including for properly constrained transaction queries, unconstrained
transaction queries, data queries and count only queries).

TESQA will have the ability to decrypt encrypted PANs on an individual basis.
These requests shall be excluded from the measurement of achievement of
the target in paragraph 2.2.1 above.

For properly constrained transaction queries using a PAN as described in
paragraph 2.2.2 above, the target time in paragraph 2.2.1 above shall be
extended. Such extension to the target time shall be agreed between the
Parties and shall not exceed twice the target time in paragraph 2.2.1 above.
The extended target time shall apply from X2 (as described in Part 1 of Annex
1 of Schedule BS) until a date to be agreed between the Parties that shall be
a date after there are no more in clear PAN values within the Transaction
Enquiry Service.

2.3 Data Load

2.3.4

2.3.2

Fujitsu Services shall measure the time taken for data to become available for
interrogation to TESQA, measured from the time that the data is available within
the Data Centre either from an extemal source, or when an update to the status
of a Transaction is recorded in Transaction data by the Data Centre components.
intemally ("Data Load Time").

The Service Level Target in respect of the Data Load Time is that:

(a) Subject to paragraph 2.3.2(c), 97% of the data will be available within 15
minutes between 07:00 and 20:00 on each day of each SLT Calendar
Year, except in the event that the Transaction Enquiry Service fails or an
Incident occurs in which case the data will be available within two hours
(for 100% of all queries);

(b) Subject to paragraph 2.3.2(c), 97% of the data will be available within 40
minutes between 20:00 and 22:00 on each day of each SLT Calendar
Year, except in the event that the Transaction Enquiry Service fails or an
Incident occurs in which case the data will be available within two hours
(for 100% of all queries);

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(c) 100% of the data will be available within four hours during each SLT
Calendar Year at all other times of the day; and

(d) For the purposes of the SLT described in paragraph 2.3.2, the Service
Level Measurement Period is each SLT Calendar Year.

24 After Hours Availability

241 Fujitsu Services shall use reasonable endeavours to:

(a) ensure that TESQAis available to be logged on to by TESQA Users under
normal operation on a 24 x 7 basis other than during periods of daily
overnight maintenance;

(b) notify Post Office in advance of the approximate start and finish times of
such overnight maintenance periods, such periods being no longer than
four hours in duration; and

(c) ensure that during such overnight maintenance periods TESQA is taken
off-line for a total period of no longer than 30 minutes duration.

3. SERVICE LEVELS FOR POL FS SERVICES

3.1 Availability

3.4.4

Fujitsu Services shall measure the time that Configured POL FS in live
operational use (as opposed to in development or testing environments) is
available to be logged into by POL FS Users as a proportion of the total time
between 07:30 and 19:30 hours on Working Days (“POL FS Availability’).

Subject to paragraph 3.1.
is that:

the Service Level Target for the POL FS System

(a) POL FS Availability in each Service Level Measurement Period shall be
greater than or equal to 98.5%.

(b) the POL FS System shall not be unavailable to be logged into by POL FS
Users on any single occasion in any Service Level Measurement Period
for more than four hours, or ten hours where offsite engineering expertise
or replacement equipment is required,

measuring time in relation to paragraphs 3.1.2(a) and 3.1.2(b) between 07:30
and 19:30 on Working Days only and excluding time required, following a
failure, to repair or recover Configured POL FS, the SAP Loading Applications
and/or the underlying database.

If the elements of the POL FS System used to support live operational use of
Configured POL FS become unavailable and failover occurs pursuant to
paragraph 5.2 of Schedule B2, the period of such unavailability shall not be

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taken into account for the purposes of assessing Fujitsu Services’ performance
in respect of the SLT set out in paragraph 3.1.2 above.

In the event that the SLT set out in paragraph 3.1.2 is not met, Fujitsu Services
shall provide Post Office with an analysis of the reasons for the failure. Post
Office and Fujitsu Services shall agree a reasonable rectification and
improvement plan to address the failure.

3.2 Data Loads

3.2.1

3.2.2

3.2.3

Fujitsu Services shall use reasonable endeavours within the capacity and
performance constraints of the POL FS System to ensure that all data from the
following sources, required to be loaded onto Configured POL FS, which is
received by the following times, is successfully loaded onto Configured POL
FS by 07:30 on Day B

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Data source Data received by Fujitsu Services from data
source by

SAPADS 05:30 hrs on Day B

RDS (Vendors) 23:59 hrs on Day A

RDS (Customer) 23:59 hrs on Day A

RDS (Products) 23:59 on Day A

RDS (Branch) 23:59 on Day A

When a new Client interface to the POL FS System is introduced by Post Office
the design target for “New Client” in paragraph 3.2.1 shall apply to data being
loaded from that Client provided that:

(a) no volumes in the CCD entitled “Horizon Capacity Management and
Business Volumes” (PA/PER/033) are exceeded; and

(b) no new physical link to the POL FS System is required.

The measurement of the design targets in paragraph 3.2.1 shall not include
any failure to load any data onto Configured POL FS where such failure is
caused either by:

(a) the incorrect functioning of PRISM application code; or

(b) the incorrect configuration of Configured POL FS (including but not
limited to missing FAD) provided that such incorrect configuration is a
result of configuration activity that is not the responsibility of Fujitsu
Services.

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3.24

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If Fujitsu Services persistently fails to achieve the targets described in
paragraph 3.2.1 as a result of lack of capacity or performance of the POL FS
System, then increases in capacity or performance required to address the
deficiency shall be dealt with by the Capacity Management Service.

3.3 Transaction Performance

3.3.1

3.3.2

3.3.3

3.3.4

3.3.5

For the purposes of this paragraph 3.3, “SAP System Time” means the time
that it takes for the SAP Software elements (excluding network and
communication links) of the POL FS System to complete any given transaction
that a POL FS User may perform using Configured POL FS.

The Parties shall agree from time to time (such agreement not to be
unreasonably withheld) and record a reasonable sample set of transactions
types that may be undertaken by POL FS Users (“Sample Transaction
Types”) using Configured POL FS and a target maximum SAP System Time
in respect of each such transaction type and each shall be specified, once
agreed, in this Schedule B4.4.

Fujitsu Services shall monitor the Sample Transaction Types to determine the
average SAP System Time for transactions of each Sample Transaction Type
in each Service Level Measurement Period.

Fujitsu Services shall use reasonable endeavours within the capacity and
performance constraints of the POL FS System to ensure that the average
SAP System Times for transactions of each Sample Transaction Type as
measured in each Service Level Measurement Period do not exceed the
applicable target maximum SAP System Times specified in this accordance
with paragraph 3.3.2 of this Schedule B4.4.

If Fujitsu Services persistently fails to achieve the targets referred to in
paragraph 3.3.4 as a result of a lack of capacity or performance of the POL FS
System, then increases in capacity or performance required to address the
deficiency shall be dealt with by the Capacity Management Service.

3.4 Data File Production

3.4.1

Provided that data is available to be extracted from Configured POL FS by the
times agreed for the commencement of the jobs to perform the extractions as
set out in the CCD entitled “POLSAP Technical Interface Specification”
(POLSAP/DES/GEN/SPE/0002) (formerly “ Technical Interface Specification
Impact Programme: POLFS S80 Technical Specifications” (EA/IFS/030)),
Fujitsu Services shall use reasonable endeavours to produce the following
data files from Configured POL FS by the following times:

Data file to be produced Data file to be produced by
NS&l File 100% produced by 23:59 Saturday
Santander File 100% produced by 23:59 Saturday

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3.5

3.6

41

SAPADS File 100% produced 07:30 daily

3.4.2 The measurement of the design targets in paragraph 3.4.1 shall not include
any failure to extract any data from Configured POL FS where such failure is
caused either by:

(a) the incorrect functioning of PRISM application code; or

(b) the incorrect configuration of Configured POL FS (including but not
limited to missing FAD) provided that such incorrect configuration is a
result of configuration activity that is not the responsibility of Fujitsu
Services.

3.4.3 If Fujitsu Services persistently fails to achieve the targets described in
paragraph 3.4.1 as a result of lack of capacity or performance of the POL FS
System, then increases in capacity or performance required to address the
deficiency shall be dealt with by the Capacity Management Service.

Remedies

The targets specified in paragraphs 3.2.1, 3.3.4 and 3.4.1 are not SLTs, ARLs or LDTs
and there are no remedies applicable in the event of failure to achieve those targets or
the SLT described in paragraph 3.1.2, other than the remedies specified in this
paragraph 3 which shall be Post Office’s exclusive remedy in respect of any such
failures.

Failover

Ifthe elements of the POL FS System used to support live operational use of Configured
POL FS become unavailable and failover occurs pursuant to paragraph 5.2 of Schedule
B2, the period of such unavailability shall not be taken into account for the purposes of
assessing Fujitsu Services’ performance in respect of the design targets set out in
paragraphs 3.2, 3.3 and 3.4 above.

SERVICE LEVELS FOR POL MI HOSTING SERVICES
Availability

4.14 Fujitsu Services shall measure the time that Configured POL MI is in live
operational use (as opposed to in development or testing environments) ia
available to be logged into by POL MI users as a proportion of the total time
between 0700 and 1900 on Working Days excluding any pre-arranged system
outage agreed between the parties (“POL MI Availability).

4.1.2 Subject to paragraph 4.1.3, the Service Level Target for the POL MI System is
that:

4.1.2.1 POL MI Availability in each Service Level Measurement Period shall
be greater than or equal to 98.5%,

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4.1.2.2. The POL MI System shall not be unavailable to be logged into by
POL MI Users on any single occasion in any Service Level
Measurement Period for more than four hours, or ten hours where
offsite engineering expertise or replacement equipment is required.,

measuring time in relation to paragraphs 4.1.2.1 and 4.1.2.2 between 0700
and 1900 on Working Days only and excluding time required, following a
failure, to repair or recover Configured POL MI and/or the underlying database.
For the avoidance of doubt, there are no remedies applicable in the event of
failure to achieve the SLT described in this paragraph other than the remedies
specified in this paragraph 4 which shall be Post Office’s exclusive remedy in
respect of any such failures,

In the event that the SLT set out in paragraph 4.1.2 is not met, Fujitsu
Services shall provide Post Office with an analysis of the reasons for the
failure. Post Office and Fujitsu Services shall agree a reasonable
rectification and improvement plan to address the failure.

If Fujitsu Services persistently fails to achieve the targets described in
paragraph 4.1.2 as a result of lack of capacity or performance of the POL
MI System, then increases in capacity or performance required to address
the deficiency shall be the responsibility of Post Office and until such
deficiency is resolved Fujitsu Services shall not be required to achieve the
targets described in paragraph 4.1.2.

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ANNEX 5 TO SCHEDULE B4.4 - VOLUMETRIC LIMITS
Service Volumetric Limit Relevant Period Affected Service
Levels
Reconciliation I 100 exceptions Per day Annex 4 paragraph
Service 2
Service Desk I Financial I Limit Per calendar month Annex 1 paragraph
Service Year 2
(Branch
originated
Incidents
recorded at
the Service
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

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ANNEX 6 TO SCHEDULE B4.4

TABLE OF EXISTING SERVICE LEVELS AND CORRESPONDING SERVICE

DESCRIPTIONS
Existing Service Level _ Existing Service Level I Corresponding Service —
‘ Ces Reference in Schedule _ Description
Service Desk ‘Annex 1 Service Desk Service

APS

Annex 2, paragraph 2.1

Data Centre Operations
Service

Transaction loading onto
Configured POL FS

Annex 2, paragraph 2.2

Data Centre Operations
Service

LFS

Annex 2, paragraphs 2.3 and
3.3

Data Centre Operations
Service

Delivery of Transaction
Correction Records

Annex 2, paragraph 2.4

Data Centre Operations
Service

Delivery of HR SAP Files

Annex 2, paragraph 2.5

Data Centre Operations
Service

APS Client data

Annex 2, paragraph 3.1

Data Centre Operations
Service

Reference Data

Annex 2, paragraph 3.2

Reference Data Service

Message Broadcast

Annex 2, paragraph 3.4

Message Broadcast Service

Delivery of Reconciliation
and Settlement Reports

Annex 2, paragraph 3.5

Reconciliation Service

Dispatch of REC Files

Annex 2, paragraph 3.6

Reconciliation Service

Delivery of Data Files to POL
MIS

Annex 2, paragraph 3.7

Data Centre Operations
Service

Delivery of CTS files

Annex 2, paragraph 3.8

Data Centre Operations
Service

NB Request and NB
Authorisation transmission
times

Annex 3, paragraph 2.1

Data Centre Operations
Service

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~ Existing Service Level ~ Existing Service Level” Corresponding Service

_ Reference in Schedule
[ead

NBS Availability Measures

Annex 3, paragraph 2.2

Data Centre Operations
Service

Data Reconciliation Service
measures

Annex 3, paragraph 2.3

Reconciliation Service

NB Request and NB

Annex 3, paragraph 3.3

Data Centre Operations

Authorisation transmission Service
times
NBS Availability Annex 3, paragraph 3.4 Data Centre Operations

Service

MIS Bank Analysis Report

Annex 3, paragraph 4

Management Information
Service

Payment File Delivery

Annex 3, paragraph 5

Reconciliation

Debit Card Exceptions

Annex 3, paragraph 6

Reconciliation

TESQA Annex 4, paragraph 2 Data Centre Operations
Service
POLFS Annex 4, paragraph 3 Data Centre Operations

Service

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SCHEDULE B5
TRANSITION AND MIGRATION
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of
CCN1200
2.0 25/01/07 Baseline copy of 1.1
3.0 09/07/07 Baseline copy of 2.1
4.0 23/02/09 Baseline copy of 3.2
41 13/05/09 Applying changes as per CCN1258
6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu
6.1 23/12/09 Applying changes as per CCN 1268
7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu.
8.0 21/02/12 Applying changes as per CCN1289a and
CCN1294d
9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349
10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506
11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604
12.0 03/07/17 Moving all schedules to V12.0
13.0 23-Nov-2020 I Updating as per CCN1617a and moving all
Schedules to v13.0

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SCHEDULE B5
TRANSITION AND MIGRATION
1. [NOT USED]
2. INTRODUCTION
21 This Schedule B5:

2.2

2.3

24

3.1

3.2

2.1.1. records the activities and obligations that are to be performed (and the
Dependencies as at signature of CCN1246 that are to be satisfied) in relation to
Transition and incorporates the HNG-X Programme Plan as at signature of
CCN1246 relating to the performance of those activities and obligations (and the
satisfaction of those Dependencies)

2.1.2 describes certain transitional business continuity arrangements; and
2.1.3 describes the Infrastructure Services and the elements of:
(a) the Horizon Service Infrastructure forming part of the Infrastructure; and
(b) the Horizon Applications that will apply;
during the Roll Out Phase.
Provisions relating to performance of the Tasks, and the procedure for reviewing and
making changes to the HNG-X Programme Plan after the date of signature of CCN1200,

are set out in Schedule B6.2.

Fujitsu Services shall carry out Transition in compliance with the Migration and
Implementation Requirements and the HNG-X Migration Assumptions.

The HNG-X Programme Plan and a description of the Dependencies as at the date of
signature of CCN1246 are set out at Parts 2 and 3, respectively, of Annex 1 to this
Schedule. The Parties agree that those parts to that Annex need not be updated to reflect
changes made subsequently to the HNG-X Programme Plan.

ACTIVITIES AND OBLIGATIONS RELATING TO TRANSITION
Introduction

The activities and obligations that are to be performed in relation to Transition fall into two
categories:

3.1.1. those activities and obligations that are required exclusively for the purposes of
Project HNG-X ("HNG-X Project Activities"); and

3.1.2 those activities and obligations that effect changes to the Existing Services,
Horizon Applications and Horizon Service Infrastructure that are not required
exclusively for the purposes of Project HNG-X ("Associated Change
Activities").

HNG-X Project Activities

3.2.1. The HNG-X Project Activities are divided across the following HNG-X Project
Workstreams:

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(a) HNG-X Application development and testing;

3.2.2

3.2.3

(b) Migrate Data Centres to HNG-X Configuration;
(c) HNG-X Application Pilot;

(d) HNG-X Application Rollout;

(e) Not used;
(f) Post Application ADSL Changes; and
(g) Decommission of Horizon equipment situated in the Data Centres.

The HNG-X Project Workstreams are further described in Part 1 of Annex 1 to
this Schedule.

The relationship between the Tasks and Dependencies and the respective HNG-
X Project Workstreams is set out at Level 2 in the HNG-X Programme Plan.

3.3 Associated Change Activities

3.3.1

The Associated Change Activities are divided across the following Associated
Change Workstreams:

(a) Service Desk Improvements;
(b) Next Day Engineering Service;
(c) Branch Network Changes;

(d) AP Clients Migrated to EDG;

(e) Branch router development;
(f) Branch Router Rollout; and
(g) Horizon counter PCI development

The Associated Change Workstreams are further described in Part 1 of Annex 1
to this Schedule.

The relationship between the Tasks and Dependencies and the respective
Associated Change Workstreams is set out at Level 2 in the HNG-X Programme
Plan.

3.4 Trigger Events

The Trigger Events for the transition of the HNG-X Services, other than the BCSF Service,
are set out in Schedule B3.1.

3.5 Migration Assumptions

3.5.1

Where any HNG-X Requirement within the Migration and Implementation
Requirements is inconsistent with an assumption which is (a) related to that HNG-
X Requirement and (b) set out in the HNG-X Migration Assumptions, that
inconsistency shall be dealt with in accordance with paragraph 4.1.2 of Schedule
B6.1.

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3.5.2

In the event that:

(a) the outcome of paragraph 3.5.1 is that an HNG-X Requirement is
modified under the HNG-X Programme Requirements Change Control
Process to avoid an inconsistency with the HNG-X Migration
Assumptions and there is a consequent amendment needed to (i) any
Tasks or (ii) any Dependencies related to those Tasks; or

(b) there is any inconsistency between the HNG-X Migration Assumptions
and (i) any Tasks or (ii) any Dependencies related to those Tasks, then
to the extent that such inconsistency is identified before completion of
the Task referred to in the HNG-X Programme Plan as 'HNGXL2_0330'
(“High-level Design”),

such matters and any amendment necessary to the HNG-X Programme Plan
shall be dealt with under the Change Control Procedure with the intention that:

(c) such adjustment to the Charges for Project HNG-X as may be necessary
shall not include adjustment to any of the Price Thresholds; and

(d) neither Party shall be obliged to carry out such Tasks or Dependencies
to the extent of that inconsistency until an appropriate CCN has been
agreed by both Parties.

If the outcome of paragraph 3.5.1 is not that an HNG-X Requirement is modified,
but the Parties agree instead to modify the HNG-X Migration Assumptions to
avoid an inconsistency with that HNG-X Requirement, such modification and any
consequent amendment needed to (i) any Tasks or (ii) any Dependencies related
to those Tasks, shall be dealt with under the Change Control Procedure with the
intention that:

(a) any adjustment to the Charges for Project HNG-X as may be necessary
may include adjustment to the Price Thresholds; and

(b) neither Party shall be obliged to carry out such Tasks or Dependencies
to the extent of that inconsistency until an appropriate CCN has been
agreed by both Parties.

4. TRANSITIONAL BUSINESS CONTINUITY, INFRASTRUCTURE AND HORIZON
APPLICATIONS DURING TRANSITION

41 Annex 2 to this Schedule B5 sets out:

441

4.1.3

in Part 1 of that Annex, the Infrastructure Services and the elements of the
Horizon Service Infrastructure forming part of the Infrastructure during the Roll
Out Phase;

in Part 2 of that Annex, the elements of the Horizon Applications that shall apply
in each Branch during the Roll Out Phase, prior to the HNG-X Date for that
Branch; and

in Part 3 of that Annex, the business continuity provisions specific to NBS that
shall apply during the Roll Out Phase.

5. ASSOCIATED DOCUMENTS

5.1 The following CCDs are associated with this Schedule B5:

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Document Reference Document Title

1 REQ/CUS/STG/0001 HNG-X Migration Strategy - Agreed
Assumptions and Constraints

2 SD/STD/001 Horizon Office Platform Service
Style Guide

3 RS/FSP/001 Security Functional Specification

4 PA/PER/033 Horizon Capacity Management and
Business Volumes

5 Not Used

6 AP/MAN/002 AP-ADC Reference Manual

7 BP/DOC/008 Automated Payments System
Client List

8 BP/DOC/014 POCL Automated Payments
Generic Rules

9 CR/IFS/002 Automated Payments Interface
Specification - EDG / DES

10 CS/PRD/058 Fujitsu Services / Post Office Ltd
Interface Agreement for Operational
Business Change - Reference Data

11 BP/IFS/010 Application Interface Specification
Reference Data to Fujitsu Services
Limited

12 CS/IFS/003 Fujitsu Services/Post Office Ltd
Operational Business Change —-
Branch, Interface Agreement

13 CR/FSP/006 Audit Trail Functional Specification

14 EF/SER/001 Debit Card MoP Functional
Description

15 SD/DES/005 Horizon OPS Reports and Receipts
- Post Office Account Horizon Office
Platform Service

5.2 There are no CRDs associated with this Schedule BS.

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ANNEX 1
PART 1

HNG-X PROJECT WORKSTREAMS, ASSOCIATED CHANGE WORKSTREAMS AND
RELATED TRIGGER POINTS, ACCEPTANCE POINTS AND PURCHASE POINTS

1 ILLUSTRATIVE DIAGRAM
14 The following diagram shows, for illustrative purposes only, the relationship between

HNG-X Project Activities and Associated Change Activities, and some of the
Dependencies between them. It also indicates the Parties' views, at the date of signature

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of CCN1200, of the key Acceptance Points and the points at which significant purchases
occur.
T1) Amendment
Date
T2) Service Desk
Change
geet: T)Eroeeing
Service Change
$45) branch Rowtert
$ Development $
AA) AP Clients
$ Migrate oEDG ¢
Purchase 22) Testing
Routers: .. - ~ Acceptance &
Meeeee, f Rab (ready for
I x2) Migrate Data Centre Pilot)
To HNG-X Config
21) Branch —
Router
Acceptance
P2) Purchase CAL
Ready for HNG-X 4) Purchase
Screens
X3) HNG-X App Pilot
KEY
(23) HNG-X
A Acceptance
RAB HING-X Activities
I 4) HNG-X App Rollout

ee

Neccewenenet
16) Counter Application
Rollout Complete
A Acceptance Point
© Purchase Pin
X6) Post Application * ‘T4) Wigan/Bootle

ADEE: Changes decomissioned

Sees Trigger Point
X7) Desorissn Hazon TV HNGX Bedig in ‘

Equipment

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1.2 In the diagram above and elsewhere in this Agreement, references in the form:
1.2.1 "X1","X2", "Xn": are references to the HNG-X Project Workstreams designated
as such in the first column in Table 1 in this Annex;
1.2.2 “A1", "A2", "An": are references to the Associated Change Workstreams
designated as such in the first column in Table 2 in this Annex;
1.2.3 "Z1","Z2", "Zn": are references to the Acceptance Points designated as such in
the first column in Table 3 in this Annex;
1.2.4 "P1","P2","Pn": are references to the Purchase Points designated as such in the
first column in Table 4 in this Annex; and
1.2.5 "T1,"T2", : are references to the Trigger Points designated as such in the first

column in Table 5 in this Annex.

1.3 Where there is an inconsistency between the description of an item in the diagram above
and the description of that item in the Tables in this Part 1 of Annex 1, the description in
those Tables shall prevail.

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DESCRIPTIVE TABLES

Table 1 - HNG-X Project Workstreams

# Name and HNG-X_I Description
Programme Plan
Reference
X1 I HNG-X Application I Development and testing of the Business Capabilities and
development and Support Facilities and associated HNG-X Service Infrastructure
testing including any changes required to intercept new functionality
released on the Horizon Service Infrastructure. This work
HNGXL2_0175 includes purchase and building of test environments in the Data
Centres. This environment will later become the production
system at the live Data Centre and the disaster recovery/test
system at the disaster recovery site, each such site being a
different Data Centre.
X1a I FS Testing A milestone within HNG-X Project Workstream X1 when Fujitsu
complete Services testing is complete.
HNGXL2_0942
X2_ I Migrate Data Migrate the environment used in testing referred to in X1 above
Centre to HNG-X to its production configuration.
Configuration
Before this activity can start, the AP Clients need to have been
HNGXL2_0955 migrated to the EDG (A4), the Business Capabilities and Support
Facilities development, testing and acceptance has to complete
(X1, Z2) and branch network changes have to be completed (A3).
Included in this activity is the decommissioning of the Data
Centres at Wigan and Bootle.
X3 I HNG-X Pilot and Pilot of the Business Capabilities and Support Facilities in the
Acceptance Branch estate.
HNGXL2_0990 Pilot Branches must have had their router installed before they
are migrated and the Data Centre needs to be ready for the HNG-
X System (T5).
X4 I HNG-X Application I Rollout of the Business Capabilities and Support Facilities to the
Rollout Branch estate. Before this can take place, Z3 must have
occurred. Rollout will be in accordance with the HNG-X Migration
HNGXL2_1005 Assumptions.
Rollout will be deemed to have been completed when the HNG-
X Applications have been rolled out to 96% of the Branch estate.

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Name and HNG-X
Programme Plan
Reference

Description

Following completion of rollout, Fujitsu Services will
accommodate a 2 week activity in order to roll out any remaining
Branches that have not been rolled out in the planned period.
Branches requiring roll-out beyond that point will be subject to
separate arrangements through the Change Control Procedure.
Such changes will not be chargeable to Post Office, unless the
failure to rollout within the planned period (including the
subsequent 2 week activity) is due to matters within the sole
responsibility of Post Office.

Each individual Branch must have had its router installed before
it can be migrated.

x5

Not Used

X6

Post Application
ADSL Changes

HNGXL2_1020

Branches on ADSL IPStream Office will be migrated to IPStream
Home once HNG-X Application Rollout (X4) is complete. This is
planned to take three months.

x7

Decommission of
Horizon equipment

HNGXL2_1010

Once HNG-X Application Rollout (X4) is complete, elements of
the Horizon Service Infrastructure remaining at the Data Centres
will be decommissioned. As part of this activity, some software
changes will be made at the Data Centres.

Table 2 - Associated Change Workstreams

# I Name Description

A1 I Service Desk The migration of the existing help desk dedicated to Post Office
Improvements to a single Service Desk shared with other customers of Fujitsu

Services, such Service Desk to be based in the United Kingdom

HNGXL2_0010 and use Fujitsu Services' corporate tool set.

A2 I Next Day The introduction of 'next day' Service Levels in relation to the
Engineering Engineering Service, as set out in the Service Description for the
Service Engineering Service.

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# I Name

Description

HNGXL2_0025

A3 I Branch Network
Changes

HNGXL2_0035

Changes to the Branch telecommunications network including:
1) the Branch Network Resilience Service;
') ADSL IP Stream for rural Branches;
3) ADSL IP Stream for remaining Branches using ADSL;
)

the replacement of VSAT by ADSL or ISDN (in
accordance with the HNG-X Migration Assumptions); and

5) the consolidation of ISDN types to single data type.

Aé I Confirm all Clients
have successfully
moved to EDG

HNGXL2_1130

APS Clients that are currently directly connected to the Horizon
Service Infrastructure are migrated to use the EDG instead.

The migration is under the management of Post Office. If there is
a risk that not all AP Clients will be migrated to the EDG by the
time X2 is due to commence, written notice must be given by Post
Office to Fujitsu Services by 1 October 2006 in order to allow an
alternative approach to be developed (notification after this date
risks delay to Project HNG-X). Any changes required will be
handled under the Change Control Procedure.

AS I Horizon counter
PCI development

HNGX_941833

Development of the solution to implement agreed changes to
Horizon counters and the HNG-X System for the handling of
Sensitive Authentication Data and Cardholder Data.

A6 I Branch router
development

HNGXL2_0095

Development of the solution to allow a router to be installed in each
Branch to replace the network functionality provided, as at the date
of signature of CCN 1200, by the Branch gateway PCs. These
changes are introduced to improve the Branch network service
(e.g. backup network to almost all Branches) rather than as a cost
reduction. The router replaces the facilities provided by the Branch
Network Resilience Service.

A7 I Branch Router
Rollout

HNGXL2_0135

Rollout of routers to the Branch estate can start once the
development (A6) and Data Centre Migration (X2) are complete.

Router rollout dates are as stated in the Programme Plan at
Schedule B6.2 Annex 1. As this change is made to the Horizon
Service Infrastructure it will be handled as a Release for the
Horizon Service Infrastructure.

Also included in this change is migrating, where reasonably
possible, any remaining Branches on ISDN to leased circuits.

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Name

Description

The router devices shall be installed by engineers dedicated solely
to the rollout and shall be at no additional cost to Post Office other
than as set out in Schedule D7, paragraph 3.3.3

The provisions in this row A7 (as amended by CCN 1246) are
without prejudice to the provisions of CCN1219 or Commercial
Terms (CTs) numbered CT0615c and CT0673 which relate to
(amongst other matters) the replacement of Old Style Mobile
Configurations with Replacement Mobile Configurations and the
roll out of Replacement Mobile Configurations in connection with
the roll out of routers to Branches.

Table 3 — Acceptance Points

Z1

HNG-X Acceptance Gateway 1 (Readiness for Router Roll Out) - HNGXL2_0130

22

HNG-X Acceptance Gateway 3 (Readiness for Live Pilot) and subsequent authorisation
for Live Pilot by the RAB - HNGXL2_0945

23

HNG-X Acceptance Gateway 4 (Readiness for Branch Migration) and subsequent
authorisation for migration by the RAB - HNGXL2_1000

Z4

Not Used

Table 4 - Purchase Points

# Name and HNG-X. Description
Programme Plan
Reference
P1 I Order Router Commit to the purchase of the 3G, 4 port routers for Branches.
This needs to occur six months before the rollout of routers (A7)
HNGXL2_0125 to allow for manufacturing. Some units will need to be purchased
before this to support development and testing.
P2 I Purchase CAL Purchase of Microsoft CAL (Client Access Licences) for counter
access to Windows based platforms in the Data Centre. This
HNGXL2_0950 needs to occur before the Live Pilot.

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P3

Not Used

P4

Not Used

Table 5 - Trigger Points

# I Name and HNG-X I Description Planned Date
Programme Plan (as at T1 and to
Reference be superseded

by the HNG-X
Programme
Plan)

T1 I Amendment Date I The effective date of CCN 1200. 1 April 2006

T2 I Service Desk 1 October 2006
Change

Service Desk changes (A1) complete.
HNGXL2_0020

T3 I Engineering Engineering Service changes (A2) complete. 2 May 2006
Service Change
Complete
HNGXL2_0030

T4 I Wigan/Bootle Data Centres at Wigan and Bootle decommissioned I As shown in the
Decommissioned following move of elements of the Horizon Service I HNG-X

Infrastructure in those Data Centres to alternative Data I Programme
HNGXL2_1025 Centres of Fujitsu Services. The decommissioning is I Plan at Part 2
expected to take three months from the point that the I of Annex 1 to
Data Centre is ready for HNG-X (T5). this Schedule
BS

T5 I Data Centre Ready I Data Centre ready for Live Pilot — which will occur when I As shown in the

for HNG-X all changes complete for Live Pilot to go ahead. HNG-X
Programme

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HNGXL2_0965 Plan at Part 2
of Annex 1 to
this Schedule
BS

T6 I Counter Completion of HNG-X Application Rollout (X4) which I As shown in the
Application Rollout I will occur when the last Branch is migrated from the I HNG-X
Complete Horizon Applications to the Business Capabilities and I Programme

Support Facilities. Plan at Part 2

HNGXL2_1015

of Annex 1 to
this Schedule
BS

HNG-X Bedding in
Period Complete

HNGXL2_1070

Twelve months after completion of HNG-X Application
Rollout (X4). This time is to allow the HNG-X System to
bed in fully.

As shown in the
HNG-X
Programme
Plan at Part 2
of Annex 1 to
this Schedule
BS

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ANNEX 1
PART 2

HNG-X PROGRAMME PLAN

HNG-X Version 80 Amendment 20 Plan — Level 2

HINGXL2_090929CHK
P1V80A20.mpp

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ANNEX 1
PART 3
DEPENDENCIES.

je

Dependencies as at
CCN1268. xis

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ANNEX 2
PART1
TRANSITIONAL INFRASTRUCTURE
1. INTRODUCTION
14 This Part 1 of Annex 2 provides an overview of:

24

2.2

1.1.1. the elements of the Horizon Service Infrastructure forming part of the
Infrastructure; and

1.1.2 the related Infrastructure Services that Fujitsu Services shall provide to Post
Office,

during the Roll Out Phase.

The provisions of this Part 1 of Annex 2 shall cease to have effect upon the occurrence
of Trigger Point T6: (Counter Application Rollout Complete).

There are four elements to the Infrastructure applicable to Branches awaiting installation
of the Business Capabilities and Support Facilities during the Roll Out Phase:

1.3.1. the Central Infrastructure and Branch Telecom Infrastructure parts of the HNG-X
Service Infrastructure described in paragraphs 1.2 and 1.3.2 of Schedule B3.3;

1.3.2 the Branch Infrastructure part of the HNG-X Service Infrastructure described in
paragraph 2 of Schedule B3.4;

1.3.3. Office Platform Service (OPS) (as defined in this Annex); and

1.3.4 Transaction Management Service (TMS) (as defined in this Annex).

OPS shall cease to be applicable in respect of each Branch upon the installation of the
Business Capabilities and Support Facilities in respect of that Branch and TMS will cease
to be applicable in respect of any Transactions carried out after such date at each such
Branch.

Unless specified otherwise, all references to Branches and Counter Positions in the
following paragraphs of this Annex shall be construed to mean those Branches and
Counter Positions during the Roll Out Phase where the Business Capabilities and Support
Facilities have not been installed and activated.

OFFICE PLATFORM SERVICE

Purpose

This paragraph 2 details the functions and capabilities provided by the OPS. The OPS is
provided using the Equipment installed in Branches described in Schedule B3.4.

Availability

2.2.1 User access to OPS

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(a) 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.

(b) Access to OPS and services offered via OPS to Users working in the
Branches shall be controlled by a mechanism conforming to the CCD
entitled "Horizon Office Platform Service Style Guide" (SD/STD/001),
Offering multiple access levels and providing specific identification of
each User. An exception to this is the Mails Application which does not
conform to the “Horizon Office Platform Service Style Guide”
(SD/STD/001).

(c) Authentication of all Users logging on to the OPS in the Branch shall be
undertaken by the elements of the Infrastructure on which OPS is based.
Full access control and password management facilities shall be
provided. Users shall only access those Applications for which they have
been given permission by the Branch. Each User shall be identified by
a unique User-id and individual password.

(d) 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.

(e) 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.

2.2.2 Concurrency

The solution for OPS is based on a PC infrastructure configured such that multiple
activities within a Branch do not significantly impact on each other. In particular
back office processes (e.g. report production) will be operate on a logically
consistent set of data which will not be affected by any concurrent counter
transactions.

2.3 Security
2.3.1 Security of data and audit trail for OPS

(a) All data captured at a Branch either as part of a Transaction performed
at a Counter Position or as an administration function shall form part of
a unique Transaction which 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:
(i) Post Office ID;
(ii) Counter Position ID;
(iii) I unique Transaction ID;

(iv) date;
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(c)

(d)

(e)

(f)

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(v) time;

(vi) User ID;

(vii) Application; and
(viii) 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 4.2.4(b) (in a single Counter Position Branch).

The operating system supporting the OPS shall provide assurance of
access control and data integrity functions.

2.3.2 OPS Secure Suspension

(a)

(b)

The OPS and the elements of the Infrastructure on which OPS is
provided shall provide secure time-out facilities for each Counter
Position PC.

Fujitsu Services shall provide a User activated suspension which shall
enable the User to either:

(i) clear the screen and leave the Counter Position PC for a short
period. In such circumstances, the User session shall be
reactivated by the User entering their password. Any applications
which were active shall be left active. The display presented when
the suspension facility is activated shall be different to any normal
desktop or application screen; or

(ii) suspend a customer session and start a second session, and
thereafter swap between the two sessions until one of them has
been completed.

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(d)
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While an individual Transaction is waiting for input from a peripheral, a
pick-list or on-line interaction, or while reports or receipts are printing,
these facilities may be inhibited.

Should the User who initiated the suspension be unable to re-activate
the facility, the following actions may be taken:

(i) after a period of time, during which there is no active session, the
session shall be automatically logged-out. A journal message will
be created indicating this;

(ii) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by entering
his own User name password;

(iii) I once the Counter Position PC has logged-out any authorised
User may then use that Counter Position PC; and

(iv) all the above Events shall be written to the journal.
The facility shall allow the User to resume work with the minimum delay

consistent with achieving security in accordance with the provisions
hereof.

Inactivity Time-out

(a)

(b)

The OPS and the elements of the Infrastructure on which OPS is
provided shall provide secure inactivity time-out facilities if the Counter
Position PC is inactive for a period defined in reference data for each
Counter Position PC.

Should the User be unable to re-activate the facility, the following actions
may be taken:

(i) after a period of time during which there is no active session the
session shall be automatically logged-out. A journal message
shall be created indicating this;

(ii) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by entering
his own User name / password;

(iii) I once the Counter Position PC has logged-out, any authorised
User may then use that Counter Position PC; and

(iv) the above events shall be written to the journal.
The facility shall allow the User to resume work with the minimum delay

consistent with achieving security in accordance with the provisions
hereof.

2.3.4 Encryption Key Management

(a)

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).

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(b) With the exception of PIN Pads (in which case paragraph 2.3.4(c) 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.

(c) Fujitsu Services shall support the use of PIN Pads and the associated
cryptographic management. PIN Pads shall comply with the
requirements of ISO 9564.

2.3.5 Horizon OPS Style Guide

Any HNG-X Service to be offered via the OPS shall be provided in accordance
with the CCD entitled “Horizon Office Platform Service Style Guide”
(SD/STD/001) which shall set out, among other things, general guidelines for the
Human Computer Interface. An exception to this is the Mails Application which
does not conform to the “Horizon Office Platform Service Style Guide”
(SD/STD/001).

3. TRANSACTION MANAGEMENT SERVICE
3.1 Purpose
This paragraph 3 details the functions and capabilities provided by the TMS.
3.2 Overview
3.2.1 The TMS shall provide the interworking between the Branches and the Data
Centres using the Branch Telecom Infrastructure. TMS shall be provided using
both Branch and correspondence server Equipment, presenting interfaces to the
HNG-X Service Infrastructure for onward transmission to Client systems or the
Post Office Service Environment.
3.2.2 The role of TMS shall be to provide a secure and resilient messaging and
journalling service which shall support the transfer of data between OPS and the
HNG-X Service Infrastructure.
3.3 General Attributes
3.3.1 Scalability
(a) Fujitsu Services shall provide TMS such that it shall be scaleable to meet
Post Office's future business needs in accordance with the CCD entitled
“Horizon Capacity Management and Business Volumes” (PA/PER/033).
(b) The modular nature of TMS and the Horizon Service Infrastructure shall
be scaleable to enable the workload growth specified in the CCD entitled
“Horizon Capacity Management and Business Volumes” (PA/PER/033)
to be accommodated, subject to the design constraints of the Horizon
Applications.
3.3.2 Data Integrity
(a) A Horizon Application or TMS Agent shall be able to be certain, at some
level, that data have been positively acknowledged as received by TMS,
or a peer application connected to TMS.

(b) Data transfers shall be capable of being despatched as:

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(i) immediate;
(ii) background / trickle fed; and

(iii) time deferred.

3.4 General Service description

3.4.1

Interface support

TMS shall interface with each instance of OPS within each Branch.

3.4.2 Data delivery

(a)

(b)

TMS shall provide for the distribution and collection of both file and
record level data to and from the OPS.

Overnight Fujitsu Services shall produce a report of those Branches
which have not been polled in the last 24 hours (including date of report,
FAD code of each unpolled Branch and the date when that Branch was
last polled), and that report shall be e-mailed to Post Office's Business
Support Unit.

4. GENERAL INFRASTRUCTURE SERVICES REQUIREMENTS

41 Introduction

This paragraph 4 contains characteristics common to both the OPS and TMS.

42 Links from OPS to TMS

4.2.41

4.2.2

General

(a)

(b)

(c)

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

(a)

(b)

(c)

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".

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4.2.3

4.2.4

(d) 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.

(e) Data and message transfers shall be resilient to either network or node
failure. When the failure condition is resolved the nodes shall
automatically synchronise and complete any data or message transfers
that are required to ensure these nodes are in a consistent state.

Data Integrity

(a) Fujitsu Services shall use techniques to ensure data integrity within the
OPS and as part of data/message transfer between OPS and TMS,
including:

(i) cyclic redundancy checks shall be calculated for all journal
records, including Reference Data; and

(ii) I data encryption used selectively on certain data fields.

(b) 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.

(c) 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.

(d) Fujitsu Services shall automatically detect any attempt to alter data and
shall log such attempts for subsequent investigation by Fujitsu Services.
Details of all such attempts shall be passed to Post Office.

Recovery

(a) Fujitsu Services shall perform general recovery processes as
specified in the CCD entitled “HNG-X Business Continuity
Framework” (SVM/SDM/SIP/0001).

(b) The Counter Position PC in all single Counter Position Branches shall
be fitted with a second hard disk which shall be exchangeable to
facilitate rapid exchange of systems and Transaction data in the event
of a system failure other than a hard disk failure.

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PART 2

TRANSITIONAL APPLICATIONS

The following provisions of this Part 2 of Annex 2 will be effective in respect of each Branch until
the HNG-X Date for that Branch.

1.

1.4

24

EPOSS

EPOSS is an electronic point of sale service application which provides the following
functions:

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;

1.1.2 to Users within Branches including:

(a) stock balancing;

(b) Branch cash accounting;

(c) production of Client summaries; and
(d) User administration tasks;

1.1.3 transfer of data to Post Office systems and services outside the Horizon Service
Infrastructure using the File Management Support Facility; and

1.1.4. management information reporting using the File Management Support Facility.

EPOSS records Transactions to the Riposte message store. These are replicated by
Riposte to the message stores on file servers at the Data Centres. The TMS Agents
extract and reformat Transaction data and present it for further analysis, summarisation
and forwarding by the Business Capabilities and Support Facilities.

Cash, cheque and voucher methods of payment are handled by EPOSS. For payment
using a debit card, EPOSS (from the settlement menu) initiates Debit Card to obtain
authorisation of payment.

APS

APS 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 via the Business Capabilities and Support Facilities.
APS is available at all Counter Positions in all Branches.

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2.2 APS supports a range of advanced data capture facilities (the “AP-ADC Facility”) which

2.3

24

2.5

2.6

27

are controlled and constrained by Post Office Reference Data. These facilities extend
the capabilities of APS and provide support for:

2.2.1. product selection mechanisms using picklists;
2.2.2 arange of data capture and validation routines;

2.2.3 external applications as the Parties may agree under the Change Control
Procedure; and

2.2.4 the use of print templates in support of customised receipt and slip print layouts.

The production of Reference Data by Post Office to make use of the AP-ADC Facility
shall be in accordance with and subject to the provisions of the CCD entitled “AP-ADC
Reference Manual” (AP/MAN/002) once that CCD has been agreed and introduced in
accordance with the provisions of CCN 1131b. Until that CCD has been agreed and
introduced, the production of Reference Data by Post Office to make use of the AP-ADC
Facility shall be in accordance with the document entitled “AP-ADC Reference Manual”
(AP/MAN/002) version 3.2 (or any subsequent version thereof agreed through the
Change Control Procedure).

APS supports the following range of Tokens conforming to the standards in the relevant
CCDs:

2.3.1 magnetic stripe cards; and
2.3.2 bar coded documents.

APS supports the use of desktop buttons, which may be specified as being equivalent to
a manually entered AP barcode Token.

As referred to in paragraph 2.2.3 of this Annex, APS supports access to DVLA POME for
the purpose of vehicle re-licensing Transactions only. DVLA POME is the Driver Vehicle
and Licensing Agency (DVLA) and Post Office MOT enquiry service which is based on
systems that are external to the Horizon Service Infrastructure. The AP-ADC Facility will
perform online interactions with DVLA POME using the DVLA Licensing capability of the
Business Capabilities and Support Facilities during a vehicle re-licensing Transaction.
Such interaction will take place via the DVLA 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 Business
Capabilities and Support Facilities.

The clients and tokens supported by APS are referred to in the CCD entitled “Automated
Payments System Client List’ (BP/DOC/008). Specific payments and the APS
Transactions which support them conform to the relevant AP Client Specification, which
in turn references the CCD entitled “POCL Automated Payments Generic Rules”
(BP/DOC/014) and appropriate Token Technology Specification(s). Data is transferred to
AP Clients using the File Management Support Facility in accordance with the appropriate
Application Interface Specification. Such transfer will either be direct to the AP Client in

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2.8

3.1

3.2

3.3

44

42

accordance with the relevant automated payment client specification or via the EDG in
accordance with the CCD entitled “Automated Payments Interface Specification - EDG /
DES” (CR/IFS/002).

Post Office will be responsible for:

2.8.1 the design and development of new AP Transactions that use the AP-ADC
Facility;

2.8.2 (save to the extent that Fujitsu Services is required to facilitate testing of Post
Office Reference Data in accordance with the CCD entitled “Fujitsu Services /
Post Office Ltd Interface Agreement for Operational Business Change -
Reference Data" (CS/PRD/058)) ensuring that Post Office Reference Data,
intended to introduce those new Transactions, functions correctly within the
Horizon Service Infrastructure (in accordance with any applicable Reference Data
rules) and has the desired business effect; and

2.8.3 defining receipts (for all AP Transactions that use the AP-ADC Facility) that
contain sufficient information to allow manual recovery of a subset of the
transaction data following a system failure, to the extent that such manual data
recovery is required by Post Office.

LFs

The LFS application provides an interface between Branches and the Post Office’s
Advanced Distribution System (SAP/ADS) using the File Management Support Facility
and is at all Branches.

LFS includes an LFS Branch application. This is present on all Counter Positions at all
Branches. It provides:

3.2.1 screen dialogues for inputting relevant data which are written to the Riposte
message store;

3.2.2 facilities for scanning bar coded labels to monitor movement of cash and stock
bags and pouches into and out of the Branch. Data captured from these bar
codes are written to the Riposte message store; and

3.2.3. a facility for viewing specialised messages originated by SAP/ADS and
transmitted to the Branch.

LFS includes an interface to SAP/ADS for the exchange of batch data using the File
Management Support Facility and manages the forwarding to, and receipt from, Branches
of that data. Data created in Branches is extracted from the Riposte message stores by
agent applications.

MESSAGE BROADCAST

The Message Broadcast (“MBS”) application provides a mechanism for transmitting plain
text messages to all Branches or to Branches specified in a list.

MBS comprises the MBS Branch application, which provides facilities for managing
messages received, presenting available messages for selection by Users, displaying
messages on the Counter Position screen and printing them to the back-office printer.
This is available at all Counter Positions in all Branches (but messages can only be
received at locations with a data communications link).

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43

5.1

5.2

5.3

MBS utilises the Message Handling Support Facility, 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.

NBS

The NBS application supports transaction of banking business in Branches. It is installed
at all Counter Positions in all Branches, but requires an operational data communications
link in order to process Transactions. NBS is invoked from EPOSS either by:

5.1.1

5.1.2

a card swipe (or input of card details) where EMV functionality is not supported in
respect of that card; or

a Customer inserting his or her card into the chip card reader in a PIN Pad where
such card supports EMV functionality,

while in serve customer mode other than at the settlement menu.

The following Transaction types are supported by the NBS:

5.2.1

5.2.2

5.2.3

5.2.4

5.2.5

5.2.6

cash deposit;

cash withdrawal;

balance enquiry;

withdraw limit;

change of PIN at PIN Pad; and

cheque deposit.

NBS has the following functional components:

5.3.1

NBS manages reading of data from magnetic stripe bank cards and EMV chip
cards, presentation of screen dialogues to the User and User data input, input of
PIN numbers by customers, and printing of receipts. It also integrates the banking
Transactions into an EPOSS Customer Session. NBS writes data to a message
store, including “immediate” messages to initiate message exchange with the
Bank systems, this message exchange being brokered by the Business
Capabilities and Support Facilities.

NB Authorisation Agent applications run on servers at the Data Centres. Such
servers harvest relevant “immediate” and standard messages. Messages
between the Counter Position and the Bank systems are brokered by the
Business Capabilities and Support Facilities. Standard messages are harvested
by the agents and summarised and forwarded to the Reconciliation Application
within the Business Capabilities and Support Facilities; and

The Reconciliation Application as used by NBS receives data from the NB
Authorisation Agents and from Bank systems and prepares reports reconciling
these data streams and identifying reconciliation exceptions for investigation and
corrective action. These facilities are provided by the Business Capabilities and
Support Facilities.

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6.1

6.2

6.3

6.4

65

6.6

7A

7.2

7.3

REFERENCE DATA MANAGEMENT APPLICATION

The Reference Data Management Application is a database application running in the
Data Centre. It receives Reference data from the Post Office Reference Data System in
accordance with the CCD entitled “Application Interface Specification Reference Data to
Fujitsu Services Limited” (BP/IFS/010). It also provides facilities for the manual input of
data by Fujitsu Services’ personnel and incorporation of system generated data from
other parts of the Horizon Service Infrastructure.

Reference Data from Post Office Reference Data System is delivered in separately
identifiable change instructions and loaded into Fujitsu Services’ Reference Data
Management Centre. These change instructions are then made available to a daily
extract process when correct authorisation for each request is received from Post Office.
Details regarding the delivery and authorisation of Reference Data are given in the
following CCDs:

6.2.1 for products, “Fujitsu Services / Post Office Ltd Interface Agreement for
Operational Business Change - Reference Data” (CS/PRD/058); and

6.2.2 for Branches, “Fujitsu Services/Post Office Ltd Operational Business Change —
Branch, Interface Agreement” (CS/IFS/003).

Reference Data Management Application is implemented with the following major
functional components:

6.3.1 Reference Data Management agents running on Data Centre servers;
6.3.2 host database application in the Data Centre; and
6.3.3 _ file transfer capabilities provided by the Central Infrastructure.

Reference Data Management Application provides facilities for version control of
Reference Data including start and end dates for its validity. It manages distribution of
Reference Data to Branches via the Infrastructure.

Reference Data Management Application provides data used by all the other Initial
Horizon Applications and has the potential to extend this to additional Horizon
Applications running on the Horizon Service Infrastructure.

Reference Data Management Application shall check Reference Data consistency and
report exceptions.

AUDIT FACILITIES

The Audit facilities provide the mechanisms to record and maintain an audit trail of
Transactions and events according to the CCD entitled “Audit Trail Functional
Specification” (CR/FSP/006).

The Audit facilities enable the recording of an operational audit trail and a commercial
audit trail as such terms are referred to in the CCD entitled “Audit Trail Functional
Specification” (CR/FSP/006). These comprise the audit trail associated with the operation
of the Applications operated by Fujitsu Services, and the audit trail of that part of Fujitsu
Services’ internal commercial records to which Post Office’s internal auditors or agents
have access.

Data within the operational audit trail will be retained for 18 months, although transaction
data in the TMS journal, including data relating to NBS and Debit Card will be retained for
seven years.

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74

75

7.6

9.1

9.2

9.3

Data within the commercial audit trail will be retained for seven years, although some data
will be retained for the term of the Agreement which may be longer.

Access to audit trail data is provided to authorised Post Office personnel either by
interactive access or through a set of standard reports.

The storing of audit data and the retrieval of data to satisfy the requests are provided by
the Business Capabilities and Support Facilities.

RECONCILIATION FACILITIES
Reconciliation Facilities are provided by the Business Capabilities and Support Facilities.
DEBIT CARD

The Debit Card application supports Transaction of Debit Card payments in Branches. It
is installed at all Counter Positions in all Branches, but requires an operational data
communications link in order to process Transactions. Debit Card can be invoked from
EPOSS either by:

9.1.1. a card swipe (or input of card details) if EMV functionality is not supported in
respect of that card; or

9.1.2 a Customer inserting his or her card into the chip card reader in a PIN Pad where
such card supports EMV functionality,

when EPOSS is at the settlement menu.

The following Transaction types are supported:
9.2.1 Debit Card purchase;

9.2.2 Debit Card refund; and

9.2.3 Explicit Reversal (as defined in the CCD entitled “Debit Card MoP Functional
Description” (EF/SER/001)) or its equivalent functionality in the Business
Capabilities and Support Facilities.

Debit Card has the following functional components:

9.3.1 Debit Card manages reading of data from magnetic stripe debit cards and EMV
chip cards, presentation of screen dialogues to the User and User data input, and
printing of receipts. It also integrates the DC Transactions into an EPOSS
customer session. Debit Card writes data to the Riposte message store, including
“immediate” message exchange with the Data Centre, and onwards to the
Merchant Acquirer (this message exchange being brokered by the Business
Capabilities and Support Facilities); and

9.3.2 The DC Authorisation Agents run on servers at the Data Centres. Such servers
harvest relevant “immediate” and standard messages. Messages between the
Counter Position and the Merchant Acquirer are brokered by the Business
Capabilities and Support Facilities. Standard messages are harvested by the
agents and summarised and forwarded to the Reconciliation Application provided
by the Business Capabilities and Support Facilities.

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10. MAILS APPLICATION
10.1 Mails is a postal acceptance application designed to fully automate the service selection

10.5

and pricing of mails items transacted at Counter Positions. Mails provides transaction
facilities at each Counter Position, integrated into the Customer Session using facilities
provided by EPOSS. Mails replaces the scales functionality of EPOSS.

Mails is a standard cashier script application that has been customised for UK use by the
addition / alteration of cashier scripts and the creation of specific Mails Reference Data.
Mails Reference Data is unique to the Mails Application and is supplied by Post Office
Limited. Mails Reference Data contains Client data, typically comprising services, tariffs,
tules and constraints.

Mails accepts manual input of data (weight, destination, service type) as well as automatic
input from electronic weigh scales and barcode readers.

Mails is implemented with the following major functional components:
10.4.1 Mails Application running on every Counter Position;
10.4.2 Data Centre support for Reference Data subscription groups;

10.4.3 Mails agents (for Reference Data distribution) running on the Data Centre
servers; and

10.4.4 File transfer facilities supported by the Business Capabilities and Support
Facilities.

Mails supports the following postal acceptance functionality:

10.5.1 Mails includes the Clients, their products and services as defined by Mails
Reference Data;

10.5.2 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);

10.5.3 Mails can be customised by Mails Reference Data;

10.5.4 Mails prints postage labels and receipts as defined in the CCD entitled “Horizon
OPS Reports and Receipts - Post Office Account Horizon Office Platform Service”
(SD/DES/005);

10.5.5 Mails includes on screen help and links to additional Mails help screens in the
form of HTML pages which can be accessed by the Counter Clerk;

10.5.6 Mails accesses the generic Postcode Address File ("PA File") to verify or
complete a destination address on selected services;

10.5.7 Mails captures track and trace barcode information during a mails acceptance
transaction and passes this information along with associated PA File data to the
EDG for onward transfer to Clients by the Business Capabilities and Support
Facilities; and

10.5.8 Mails allows the capture of the track and trace barcode information and
verification of price for pre- franked “bulk mail”. The track and trace and item

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details are sent to the EDG for onward transfer to Clients by the Business
Capabilities and Support Facilities.

10.6 Mails records complete postage related details including value, weight, destination,
service(s), track and trace, postcode and label as well as all other standard transaction
details to the message store.

11. MAILS ADMINISTRATION APPLICATION

11.1. Mails Administration supports the following functions:

11.4.4

11.1.2

11.1.3

1.1.4

Mails despatch and exception handling;
Local collect;
Return of undelivered priority mails items; and

Fast input of "bulk mail" (known as "Speed Bulk").

11.2 Mails despatch

11.2.1

11.2.2

11.2.3

11.2.4

The despatch process allows the reconciliation between track and trace items
scanned in as part of the acceptance process and those awaiting collection by
the carrier.

For mails items confirmed as available for despatch a record will be created and
sent to the EDG for onward transfer to Clients by the Business Capabilities and
Support Facilities.

The despatch process will include a mechanism for recording if the despatch is
the last for that day.

The despatch process will allow reconciliation errors to be corrected or an
exception report produced prior to the despatch of the remaining items.

11.3. Local collect

11.3.1

11.3.2

11.3.3

The local collect function allows mails items delivered to the Branch for local
collect to be scanned in using the track and trace barcode. A record of barcodes
will be sent to the EDG for onward transfer to Clients by the Business Capabilities
and Support Facilities.

The local collect function allows mails items to be collected by Customers and will
charge either an open or fixed fee. A record of each collected item will be sent to
the EDG for onward transfer to Clients by the Business Capabilities and Support
Facilities.

The local collect function allows items that have not been collected after a defined
period to be scanned out of the Branch. A record of each non collected item will
be sent to the EDG for onward transfer to Clients by the Business Capabilities
and Support Facilities along with a code indicating the reason for non collection.

11.4 Return of undelivered priority items

Priority mails items not delivered by the carriers delivery agent can be returned to any
Post Office and recorded by scanning the track and trace barcode. A record of each
collected item will be sent to the EDG by the Business Capabilities and Support Facilities
for onward transfer to Clients along with a code indicating the reason for non delivery.

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12.41

12.2

Speed Bulk

Pre-franked mails (Bulk Mails) can be scanned in without any weight / price checks. A
record of each collected item will be sent to the EDG for onward transfer to Clients by the
Business Capabilities and Support Facilities.

ETU APPLICATION

The ETU Application supports the Customer purchase or refund of mobile phone related
credits and associated content products (e.g. ring tones). It is installed at all Counter
Positions in all Branches, but requires an operational data communications link in order
to process Transactions. ETU credit products (known as Topup products or PIN products)
are invoked by swiping a card (or input of card details). ETU content products (known as
PIN/e-voucher products) are invoked by selecting an ETU desktop button. The following
Transaction Types are supported:

12.1.1 the purchase of a card based Topup product;

12.1.2 the purchase of card based PIN product;

12.1.3 the purchase of a PIN/e-voucher product;

12.1.4 the refund of a card based Transaction; and

12.1.5 the refund of a PIN/e-voucher Transaction.

The ETU Application manages reading of data from magnetic stripe cards, the selection
of ETU products from menus, the presentation of screen dialogues to the User and User
data input, and the printing of receipts. It also integrates the ETU Transactions into an
EPOSS Customer Session. ETU writes data to the Riposte message store, including
*immediate” messages to initiate message exchange with the e-pay authorisation system,
provided by Business Capabilities and Support Facilities.

BUREAU APPLICATION

The Bureau Application provides the ability to trade foreign currencies and traveller's
cheques at Counter Positions. The service provided in a particular Branch can range from
none to full bureau de change facilities, depending on the Bureau Type defined in
Reference Data for the Branch in question.

The Bureau Application has the ability to receive Spot Rates Files and Margins Files from
the Post Office using the Business Capabilities and Support Facilities, and to use the data
in these files to control the rates at which currencies and travellers’ cheques are traded.

The Bureau Application extends EPOSS counter functionality to support, depending on
Bureau Type, for:

13.3.1 buying currency and travellers’ cheques;
13.3.2 selling currency and travellers’ cheques;

13.3.3 remitting currency and travellers’ cheques for sale (but not travellers’ cheques
redeemed) into and out of Branches;

13.3.4 transferring currency and travellers’ cheques for sale (but not travellers’ cheques
redeemed) between Stock Units;

13.3.5 revaluing currency to reflect changes in spot rates; and

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13.3.6 declaring the quantities of bureau stock on hand.
14. PAF FACILITY

14.1 The PAF Facility is a generic facility based on QAS Software. The PAF Facility is not an
Horizon Application itself, but may be invoked by a PAF Calling Application.

14.2 The function of the PAF Facility is to:

14.2.1 allow Users to validate an address by entering the details of premises and
postcode or premises, street and town of the address to be validated;

14.2.2 present Users with a validated postal address;
14.2.3 permit Users to enter a postal address manually; and

14.2.4 make available the manually entered postal address for use in the PAF Calling
Application.

14.3 The PAF Facility is provided by the Business Capabilities and Support Facilities.

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PART 3
NBS SPECIFIC BUSINESS CONTINUITY REQUIREMENTS

This Part 3 of Annex 2 sets out the business continuity provisions specific to NBS that shall apply
during the Roll Out Phase.

1 NBS

14 Each Data Centre (if required to support the NBS on its own as a result of a failure of
the other Data Centre) shall have the capability in normal operation with no failures
having occurred:

1.44 to support the Contracted Volumes in relation to the NBS and Debit Card as
defined in the CCD entitled "Horizon Capacity Management and Business
Volumes” (PA/PER/033); and

1.1.2 to support Fujitsu Services’ obligations in respect of NBS Service Levels set
out in (as the case may be):

(a) Annex 3 to Schedule B4.4; or

(b) paragraph 2.3.4 of the CCD entitled “Branch Network: Service
Description” (SVM/SDM/SD/0011) and paragraph 3.3.4.5 of the
CCD entitled “Data Centre Operations Service: Service Description”
(SVM/SDM/SD/0003),

without preventing or impairing that Data Centre's support for Fujitsu Services’
obligations in respect of the Service Levels for other HNG-X Services in existence
at the Amendment Date.

1.2 The Data Centres (including NBS elements) will be configured such that no single point
of failure within the Data Centres will cause the NBS to fail with both Data Centres in
operation.

1.3 Switchover to backup systems within the Data Centres and for the network connections

within the Data Centres:

1.3.1 for real-time elements of the NBS affecting Banking Transactions at Counter
Positions shall be automated with the exception of the persistent store which
shall be manually switched over; and

1.3.2 for non-real time elements may be automated or manual.

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SCHEDULE B6.1

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HNG-X BUSINESS REQUIREMENTS

Version History

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Version No. Date Comments

1.0 31/08/06 Agreed version at date of signature of
CCN1200

14 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

1.3 19/01/07 Further minor changes

2.0 25/01/07 Baseline copy of 1.3

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 24/12/09 Applying changes as per CCN 1268

6.2 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu.

8.0 21/02/12 Moving all schedules to v8.0 in accordance
with CCN1294d

9.0 13/01/14 Moving all Schedules to v9 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 I Updating as per CCN1617a and moving all
Schedules to v13.0

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SCHEDULE B6.1
HNG-X BUSINESS REQUIREMENTS
1. INTRODUCTION
11 This Schedule B6.1 sets out the HNG-X Requirements (or processes to be followed to

24

2.2

3.1

create HNG-X Requirements) for the HNG-X System, the solution to which will be
developed and documented in accordance with Schedule B6.2.

This Schedule B6.1 also envisages that the Parties may introduce changes to the live
Horizon system and that such changes may or may not impact on the Requirements
Definition Process.

THE THREE BASELINES

There are three baselines relevant to the definition of HNG-X Requirements and their
realisation in the development of the HNG-X System:

2.1.1 the “Applicable Horizon Baseline”: the baseline that consists of the Horizon
Applications and the Horizon Service Infrastructure up to and including Release
$92 together with those changes delivered (or to be delivered) after Release S92
which have been agreed in accordance with the Change Control Procedure and
which are, as at the date of signature of CCN1200, listed in Annex 13 to this
Schedule (as that baseline may be amended in accordance with the provisions of
this Schedule);

2.1.2 the "Requirements Baseline”: the baseline described more fully in paragraph 4
that represents Post Office’s requirements for the HNG-X System as set out in
this Schedule and agreed in accordance with the Requirements Definition
Process (as that baseline may be amended or re-issued in accordance with the
provisions of this Schedule); and

2.1.3 the “Solution Baseline": the baseline that consists of the HNG-X System as at
the HNG-X Initial Acceptance Date (as that HNG-X System may be modified to
rectify any HNG-X Acceptance Incidents).

For the purpose of the Parties resolving any dispute concerning the Applicable Horizon
Baseline or any part of the Applicable Horizon Baseline (including, without limitation, a
dispute as to the Existing Functionality), the Parties shall refer to the Horizon system that
is in live operation as at the date of the dispute in question and shall (a) exclude the effects
of changes that have only been applied as described in paragraph 3.1 of this Schedule,
and (b) include the effect of changes described in paragraph 3.2 of this Schedule to the
extent they have not been implemented.

THE APPLICABLE HORIZON BASELINE
Changes to the live Horizon system that are requested after the date of signature of

CCN1200 and that introduce changes or functions that are not intended to be replicated
in, or to have any effect upon, the HNG-X System, will be dealt with in accordance with

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3.2

44

the Change Control Procedure or through Work Orders but shall be ignored in determining
the Applicable Horizon Baseline.

Changes to the live Horizon system that are requested after the date of signature of
CCN1200 and that are intended to introduce changes or functions that will be replicated
in, or otherwise affect, the HNG-X System, will be dealt with in accordance with the
Change Control Procedure or through Work Orders. The Change Control Procedure or
the Work Ordering Procedure (as the case may be) will be used to assess the effect of
the changes or new functions on the live Horizon system and (so far as possible at the
time of agreeing the change) on the Requirements Baseline and the changes and new
functions will be taken into account in determining the Applicable Horizon Baseline (and
will be recorded by the Parties in a control log initially formed from the information in
Annex 13 to this Schedule).

THE REQUIREMENTS BASELINE
Requirements Areas

4.1.1 The Requirements Baseline will be composed of HNG-X Requirements covering
each of the following:

(a) the Functional Requirements;

(b) ‘System Capacity and Performance Requirements’ which, as at the date
of signature of CCN1200, are referred to in Annex 3 to this Schedule;

(c) ‘User Interface Requirements’ as described in paragraph 4.3;

(d) ‘Training Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 4 to this Schedule;

(e) ‘Operational and Support Service Requirements’ which, as at the date
of signature of CCN1200, are referred to in Annex 5 to this Schedule;

(f) ‘Migration and Implementation Requirements' which, as at the date of
signature of CCN1200, are referred to in Annex 6 to this Schedule;

(g) ‘Design and Architecture Requirements’ which, as at the date of
signature of CCN1200, are referred to in Annex 7 to this Schedule;

(h) ‘Security Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 8 to this Schedule;

(i) ‘Development Requirements’ which, as at the date of signature of
CCN1200, are referred to in Annex 9 to this Schedule; and

f()) ‘Testing Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 10 to this Schedule.

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4.1.2 Notwithstanding any other provision of this Agreement (including this Schedule),

where any HNG-X Requirement set out or referred to in Annexes 3 to 10 of this
Schedule is inconsistent with an HNG-X Assumption which is (a) related to that
HNG-X Requirement and (b) set out or referred to in the same Annex or in Annex
12, the HNG-X Assumption shall prevail only to the extent of that inconsistency
such that the HNG-X Requirement shall be modified so as to avoid that
inconsistency (such modification to be dealt with under the HNG-X Programme
Requirements Change Control Process).

Notwithstanding any other provision of this Agreement (including this Schedule),
where the application of the Requirements Definition Process or the application
of the Business Equivalence Principles would produce an HNG-X Requirement
that is inconsistent with the HNG-X Assumption set out in Annex 12, the HNG-X
Assumption shall prevail only to the extent of that inconsistency such that the
HNG-X Requirement shall be modified so as to avoid that inconsistency (such
modification to be dealt with under the HNG-X Programme Requirements Change
Control Process).

HNG-X Requirements will be maintained in the HNG-X Requirements Catalogue
and issued formally to Fujitsu Services at agreed points throughout Project HNG-
X, including at the date of signature of CCN1200, at the end of the Requirements
Stage, and at the end of either or both of HNG-X Requirements Assurance and
HNG-X Solution Assurance (if these result in amendments to the HNG-X
Requirements).

4.2 Functional Requirements

4.2.41

4.2.2

The Functional Requirements will be generated by following the Functional
Requirements Definition Process. When generating the Functional Requirements
in accordance with the Functional Requirements Definition Process, the Parties
shall at all times observe and apply the following principles ("Business
Equivalence Principles"):

(a) other than the Agreed Changes and the Allowed Changes, the Business
Capabilities and Support Facilities will provide such functionality as
results from applying the guidelines in Annex 1 to the Existing
Functionality; and

(b) for the avoidance of doubt, other than the Agreed Changes and the
Allowed Changes, the Business Capabilities and Support Facilities will
not be required to provide any functionality that does not result from
applying the guidelines in Annex 1 to the Existing Functionality.

Agreed Changes

(a) The Agreed Changes are agreed as exclusions from, additions to, and
changes in the Existing Functionality that are to be applied in generating
the Functional Requirements in accordance with the Functional
Requirements Definition Process. Agreed Changes are exceptions to

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the Business Equivalence Principles and cannot themselves be
changed by the application of the Business Equivalence Principles.

(b) Any specific functional characteristics of Existing Functionality that have
been changed as a direct consequence of applying an Agreed Change
are no longer subject to the Business Equivalence Principles.

(c) The effect that an Agreed Change has on the Existing Functionality shall
be limited to the direct consequence of applying that Agreed Change to
the relevant aspect or aspects of the Existing Functionality.

(d) One of the Agreed Changes is the introduction of Postal Services. The
Parties will develop HNG-X Requirements for Postal Services in
accordance with the Postal Services Definition Process.

4.2.3 Allowed Changes

The "Allowed Changes" are changes to aspects of Existing Functionality in
respect of which the following conditions are fulfilled:

(a) either:

(i) the aspect of the Existing Functionality is now assessed by Post
Office as creating operational or procedural problems or
inefficiencies within a Branch; or

(ii) the aspect of the Existing Functionality was previously agreed to
be implemented within certain limitations or constraints and these
limitations or constraints are not present in, or relevant to, the
Solution Architecture or other solution artefact; and

(b) the effect of applying the requested change is assessed by Fujitsu
Services, acting reasonably and in good faith, as having an acceptable
cost / risk / resources impact on Project HNG-X; and

(c) the effect of any such change is to make the manner in which Users
utilise an element of Existing Functionality more efficient without
introducing any completely new functionality into the Existing
Functionality; and

(d) the required change is notified in writing by Post Office to Fujitsu
Services before the end of the Requirements Stage or as part of HNG-
X Requirements Assurance; and

(e) the change has not already been assessed as being an Agreed Change.

An Allowed Change shall be dealt with in accordance with the HNG-X Programme
Requirements Change Control Process.

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43 Requirements of the HNG-X User Interface

4.3.1

The HNG-X Requirements that the HNG-X User Interface shall support are:
(a) the Functional Requirements; and
(b) the non-functional HNG-X Requirements for the HNG-X User Interface.

The functionality required to be supported by the HNG-X User Interface will be
derived from the Functional Requirements generated through the Requirements
Definition Process. This derived functionality will be an input to the process set
out in the CCD entitled "Establishing and Assuring the HNG-X User Interface"
(REQ/GEN/PRD/0001).

The non-functional HNG-X Requirements for the HNG-X User Interface will be
provided by Post Office after the date of signature of CCN1200 in accordance
with the CCD entitled “Establishing and Assuring the HNG-X User Interface”
(REQ/GEN/PRD/0001).

The HNG-X User Interface design will draw on best practice design from the retail
and banking industries as well as industry standards in graphical user interface
design. The Parties intend that any similarities between the style and graphical
realisation of the HNG-X User Interface and the user interface(s) of the
comparable Horizon Applications as may arise shall only arise as a matter of
coincidence through the proper operation of the Clean Room Rules.

5. REQUIREMENTS DEFINITION PROCESS

The Parties will follow the Requirements Definition Process.

6. DEALING WITH CHANGE

6.1 Changes to the Applicable Horizon Baseline

Changes to the Applicable Horizon Baseline will be dealt with as set out in paragraphs
3.1 and 3.2.

6.2 Changes to the Requirements Baseline

6.2.1

6.2.2

If a change to an HNG-X Requirement or an additional HNG-X Requirement is
notified in writing to Fujitsu Services after the date of signature of CCN1200 and
prior to the end of the Requirements Stage, it will be dealt with as part of the HNG-
X Programme Requirements Change Control Process.

If a change to an HNG-X Requirement or an additional HNG-X Requirement is
notified in writing to Fujitsu Services as a result of HNG-X Requirements
Assurance or HNG-X Solution Assurance, it will be dealt with as part of the HNG-
X Programme Requirements Change Control Process.

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6.2.3 Subject to paragraph 6.2.2, if a change to an HNG-X Requirement is notified in

6.2.4

6.2.5

writing to Fujitsu Services after the end of the Requirements Stage then, if that
change is:

(a) not the result of the User Interface Definition Process nor the Postal
Services Definition Process, and required in order to correct a deviation
of that HNG-X Requirement from the Business Equivalence Principles;
or

(b) the result of the Postal Services Definition Process and required in order
to correct a deviation of that HNG-X Requirement from the Postal
Services Assessment Guidelines,

it will be dealt with in accordance with the HNG-X Programme Requirements
Change Control Process. Fujitsu Services shall not be entitled to withhold its
consent to the changes to the extent that they are required in order to correct the
deviation from the Business Equivalence Principles or the Postal Services
Assessment Guidelines (as the case may be).

All other changes or additions to HNG-X Requirements proposed after the final
version of the Requirements Baseline has been issued will be dealt with in
accordance with the Change Control Procedure.

As part of any changes to the Requirements Baseline, the Parties shall agree any
necessary changes to the HNG-X Acceptance Method(s) and HNG-X Acceptance
Criteria applicable to the relevant HNG-X Requirement.

6.3 Changes to the Solution Baseline

6.3.1

Ifa change to the Solution Baseline is notified in writing to Fujitsu Services within
the period of three months after the start of HNG-X Project Workstream X4 (HNG-
X Application Rollout) then, if that change is:

(a) not the result of the User Interface Definition Process nor the Postal
Services Definition Process, and required in order to correct a deviation
of the Solution Baseline from the Business Equivalence Principles; or

(b) the result of the Postal Services Definition Process and required in order
to correct a deviation of the Solution Baseline from the Postal Services
Assessment Guidelines,

the Parties will meet to agree whether the conditions in paragraph 6.3.1(a) or (b)
have been fulfilled, and if such conditions have been fulfilled:

(c) discuss and agree in good faith the steps required to correct a deviation
of the Solution Baseline from the Business Equivalence Principles or the
Postal Services Assessment Guidelines (as the case may be); or

(d) determine such other remedial steps as the Parties (acting reasonably)
shall agree; and

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such steps, once agreed, shall be documented in accordance with the Change
Control Procedure and Fujitsu Services shall not be entitled to withhold its
consent to the relevant CCN to the extent that it incorporates the steps in
question.

6.3.2 All changes to the Solution Baseline (other than those that fall within paragraph

6.3.1) will be dealt with in accordance with the Change Control Procedure.

6.3.3 The forum for reaching the agreements referred to in paragraphs 6.3.1(c) and
6.3.1(d) shall initially be the Post Office Design Authority and the Fujitsu Services
Design Authority but either Party may escalate any disagreement to a the
‘Programme Board’ (as referred to in Schedule A2) for Project HNG-X for
discussion and resolution.

7. ASSOCIATED DOCUMENTS,

7 The following CCDs are associated with this Schedule B6.1:

Document Reference

Document Title

1. REQ/GEN/PRD/0001

Establishing and Assuring the HNG-X User
Interface

2. REQ/CUS/STG/0003

HNG-X Counter Reference Data Delivery
Strategy - Agreed Assumptions and Constraints

3. REQ/CUS/STG/0002

HNG-X Branch Exception Handling Strategy —
Agreed Assumptions and Constraints

4. REQ/CUS/BRS/0001

Postal Services Business and Operational
Context

5. REQ/CUS/STG/0004

HNG-X Training Strategy (CTO) — Agreed
Assumptions and Constraints

6. REQ/CUS/STG/0001

HNG-X Migration Strategy - Agreed Assumptions
and Constraints

7. ARC/SEC/ARC/0001

Security Constraints

7.2 The following CCDs are also associated with this Schedule B6.1, but only for the purpose
of describing (in the first table in Annex 2 to this Schedule) functionality within the

Applicable Horizon Baseline that will not be carried forward into the HNG-X System:

Document Reference

Document Title

1. SU/IFS/027

Kent Meters/GEC Meters “Watercard” Payment
System Card Data Encryption Specification

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2. SU/IFS/028 GEC Meters Ltd - “Watercard” Budget
Prepayment System Transaction Terminal Outline
Requirements

3. Not Used

4. SU/IFS/034 POCL Token Technology Specification GEC.
Watercard

5. Not Used

6. SU/IFS/024 A Point of Sale Supporting the Quantum
Application Utilising the POCL Secure DLL

7. RS/FSP/003 Statements on Security Objectives and Methods
for the Protection of Siemens Metering Code and
Data

8. CR/SPE/023 Automated Payments Client Specification -
Siemens Metering Ltd

9. Not Used

10. I Not Used

11. I BP/SPE/042 Mails Definition

7.3 There are no CRDs associated with this Schedule B6.1.

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ANNEX 1
BUSINESS EQUIVALENCE GUIDELINES
1. It is intended that the Requirements Baseline will define, and the Business Capabilities

and Support Facilities will support, the operation of Post Office business processes in a
manner that achieves the same business outcomes for Post Office and their Clients and
achieves the same operational effect within a Branch as currently provided by the Existing
Functionality.

2. The level of definition in the Functional Requirements and/or the delivered Business
Capabilities and Support Facilities must ensure that:

24

22

2.3

24

25

the financial outcome resulting from the operation of a specific Transaction for the
Customer, Post Office, any affected Client(s), and any Other IT Supplier(s) is
identical to the equivalent Transaction carried out using the Existing Functionality;

the Post Office products that can be traded within a Branch are the same as those
defined in Post Office Reference Data (whether enabled or not) using the Existing
Functionality;

the Business Rules associated with any Business Capability are applied in the
same manner as those used with the equivalent Transaction carried out using the
Existing Functionality;

the Customer and Counter Clerk interactions that relate to the workflow
associated with a particular Use Case and delivered via the HNG-X User Interface
enable:

2.4.1 the same data to be captured using the same format and validation
criteria;

2.4.2 the same initiating Tokens and/or equivalent initiating events to be used;

2.4.3. equivalent information displays and capture methods via the counter
terminal; and

2.4.4 the same set of user tasks to be performed following an equivalent
logical workflow and enabling the same or, where agreed, alternative
equivalent operational procedures to be carried out,

in each case as compared with the Existing Functionality;

the outputs resulting from the completion of a Transaction are the same or
equivalent and have the same operational effect (in terms of form and occurrence)
as those resulting from the associated Transaction conducted using the Existing
Functionality. The types of outputs shall include:

2.5.1 any information exchange or generated data file which includes
interactions with hosted systems (e.g. PAF, POL-FS) and external

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26

27

28

systems (e.g. LINK, DVLA), which shall be the same as that from the
Existing Functionality;

2.5.2 any printed item (e.g. Report, Branch receipt, other forms of Branch
produced collateral), which shall be equivalent to the Existing
Functionality; and

2.5.3 any data, produced or captured, that can be accessed, retrieved by, or
provided to, the Post Office, which shall be the same as that from the
Existing Functionality, provided that the meaning of the data and/or
associated Post Office processes has not changed as a result of the
introduction of the HNG-X System. This will be bounded by the scope of
any specific limitations agreed as part of the HNG-X Services;

the outcome of any aspect of Branch trading or operation results in the same state
of financial integrity and ability to audit as exists using the Existing Functionality;

the use and interpretation of Post Office Reference Data (in terms of its data
definitions and its use to invoke functionality) will remain the same. Any data
items or Reference Data capabilities currently unused within the Existing
Functionality will remain unused or suppressed as part of the HNG-X System
subject to agreement of Post Office; and

Users must be able to perceive and perform the functions provided via the
changed User Interface such that they can perform the same user tasks,
performing equivalent human and computer interactions.

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ANNEX 2
AGREED CHANGES
1. EXCLUSIONS FROM HORIZON FUNCTIONALITY

The following table describes the functionality within the Applicable Horizon Baseline at
the date of signature of CCN1200 that will not be carried forward into the HNG-X System.

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# Excluded Description
Functionality
1 Session Transfer

A facility that enables a Branch User to log-on at another counter
without having to log-off at their previous counter. This facility
will automatically log-out the Branch User at their previous
counter and move any current activity onto their new counter.
This facility is also known as “Session Mobility’ or “Session
Migration”. This facility is not available during certain operations.

2 Session Suspend

A facility that enables a Branch User to ‘Suspend’ and
subsequently ‘Resume’ a desktop session. Only one session
can be suspended in this way. During the suspension the
Branch User is presented with a new main desktop menu and
may carry out any of the system functions (including serving
another customer) while the original session is suspended.
Each of the two sessions (the suspended and the current) can
be ‘toggled’ by selection of the ‘suspend/swap’ button. The two
sessions will remain in existence until the user returns one of
the sessions to the ‘Desk Top’ and then swaps to the other
session. This facility is not available during certain operations.

3 Watercard

Watercard comprises a smart token processed as part of the
Automated Payments Service and is referenced in section
2.2.3(c)(ii) of Schedule B4.2.

Itis defined via the following CCDs: -

« SU/IFS/027 - Kent Meters/GEC Meters “Watercard”
Payment System Card Data Encryption Specification;

e SU/IFS/028 - GEC Meters Ltd - “Watercard” Budget
Prepayment System Transaction Terminal Outline
Requirements;

e SU/IFS/034 - POCL Token Technology Specification
GEC Watercard; and

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# Excluded Description
Functionality

4 Signature variants of I Signature verification comprises one of the NB Customer
Banking transactions Verification methods and is referenced in: -

* BP/SPE/035— NBS Definition - Section 5.7.3.1 - 2" and
3" bullet and items (b) and (c); and

« NB/SPE/003 — Network Banking: Counter Dialogue -
Activity & Screen Flows in section 4.1.2 and then in: -

o Sections 4.3.1.1, 4.3.1.2 (Cash Withdrawal -
transaction type 13 & 14 (with balance));

o Sections 4.3.3.1, 4.3.3.2 (Balance Enquiry -
transaction type 11);

o Sections 4.3.4.1, 4.3.4.2 (Withdraw Limit -
transaction type 15);

o Section 6.1.1 (Receipts and Reporting); and

o Section 6.2 (Receipt layouts).

5 I Counter Clerk copy of I Horizon automatically produces a Counter Clerk (or Branch)
AP receipts copy receipt for all Automated Payment transactions together
with the customer receipt.

Customer Receipts will continue to be produced on the HNG-X
System. The production of the Counter Clerk receipt will
continue for migrated existing ADC transactions but will cease
for Automated Payment transactions.

6 I Bubble Help Bubble Help comprises a facility that enables a Branch User to
display a short help text display associated with a desktop
button.

7 I Quantum Quantum comprises a smart token processed as part of the
Horizon Automated Payments Service and is referenced in
section 2.2.3 (c) (i) of Schedule B4.2.

Itis defined via the following CCDs: -

e SU/IFS/024 - A Point of Sale Supporting the Quantum
Application Utilising the POCL Secure DLL;

e CR/SPE/023. - Automated Payments Client
Specification - Siemens Metering Ltd;

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# Excluded Description
Functionality
8 I POLO card Post Office Logon (POLO) allows an authorised Branch User to

functionality

gain access to the Horizon counter system and is used in any of
the following circumstances:

«when the system is first started after installation or after
a workstation has been replaced;

«when a workstation processor is switched back on after
being powered off or is restarted; and

e when the Branch Manager needs to restart the office
following the delivery of new security data.

The procedure involves the use of a memory card called a
“PMMC (PostMaster’s Memory Card)” and a PIN (Personal
Identity Number comprising a string of alphanumeric
characters).

Mails Application

The Mails Application is described in paragraph 4.1 of Schedule
B4.2 and in the CCD entitled "Mails Definition" (BP/SPE/042).

10

Talexus

Talexus comprises a smart token processed as part of the
Automated Payment Service and is referenced in paragraph
2.2.3 (c) (iii) of Schedule B4.2. Post Office's ability to deploy
Talexus via CCN 798 will not be carried forward to the HNG-X
System.

2.

ADDITIONS TO HORIZON FUNCTIONALITY

The following table describes functionality that is new to the Applicable Horizon Baseline as at
the date of signature of CCN1200 that will be delivered by the HNG-X System.

#

Title

Description

4

Foreign currency revaluation The calculation that is currently performed to

revalue foreign currency on hand shall be
automatically applied during the office
balancing process.

Postal Services

As described in the CCD entitled “Postal
Services Business and Operational Context”
(REQ/CUS/BRS/0001).

Context Sensitive Help.

A context sensitive help mechanism (to
replace the current ‘Bubble Help') will be

implemented which will be consistent with the

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Title

Description

CCD entitled “HNG-X Style
(DES/APP/STD/0001).

Guide”

This will utilise agreed POL or FS reference
data to determine the access points from
which the Branch User may invoke relevant
help text. This help mechanism will support
the structuring of and access to different levels
of help text where more detailed help text is
specified.

The exact approach for the context sensitive
help mechanism, including appropriate
interface definitions to allow Post Office to
specify the help text and structure, will be
agreed as part of the detailed design work.
Note that it may be necessary for Post Office
to provide help text for the HNG-X System
separately to help text for Horizon during the
rollout of the HNG-X System (dual entry). This
will be dependent on the interface definition
agreed with Post Office.

Help Desk Calls

The ability to log help desk calls via the
counter application.

3. AGREED CHANGES TO HORIZON FU!

at the date of signature of CCN1200 that will be

INCTIONALITY

The following table describes changes to functionality within the Applicable Horizon Baseline as

implemented in the HNG-X System.

# Title

Description

1 Report simplifications

Report consolidation for the HNG-X System
will be achieved through decoupling the call
for data about reports from the central
database, from the user production and
analysis of reports. Reports will be grouped
into a small number of categories, such as
“Counter Daily Report” and “Counter Weekly
Report’. A revised counter sequence will be
design to enable the user to work through the
report set, printing and cutting off as
appropriate.

Post Office confirms that this does not have an
adverse impact on branches as the process is
similar to present and it also provides a way

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Title

Description

for single counter position branches to be able
to exit to continue customer service if required.

Any consolidation and/or rationalisation of
reports on top of this solution would not
necessarily impact the load on the database
from report production as those reports will be
contained within the bundles of data called in
the one data call. However, it is recognised
that it would be good practice for Post Office
to consolidate and rationalise reports anyway
as a house-keeping exercise to improve
efficiency at the counter and reduce
consumables. This exercise will be carried out
in conjunction with the analysis of the
functional requirements. The Fujitsu Services
baseline assumption for contract is that the
following reports will be removed:

e Counter Daily
o APS Transaction Listing
o O/L Balance Enquiries
o O/L Cash Deposits
o O/L Cheque Deposits

o O/L Cash Withdrawals
(signature and PIN)

e Counter weekly
o O/L Balance Enquiries
o O/L Cash Deposits
o O/L Cheque Deposits

o O/L Cash Withdrawals
(signature and PIN)

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# Title Description
2 Changes to the session settlement The HNG-X session settlement model will
mode!

change from Horizon as a consequence of the
on-line architecture, the classification of
transactions as either ‘'Recoverable' or
‘Cancellable', and changes to the production
of some receipt printing.

The primary areas of difference are: -

* Transactions will be classed as either
‘Recoverable' or 'Cancellable’;

* the settlement process is now an on-
line dialogue supported by some new
Counter Clerk dialogues;

e certain receipts will now be printed
during the settlement process,
completing after session data is
secured at the Data Centre;

* a new — settlement transaction
sequence will handle transient time-
outs to the Data Centre. This will
comprise automatic retries and then
Counter Clerk managed dialogues
supporting ‘Retry’ and = ‘Cancel’
options;

* certain failure conditions will result in
the settlement process having to be
cancelled. New Counter Clerk
dialogues will manage this exception
process with respect to the settlement
of the 'Recoverable’ transactions and
the cancellation of the 'Cancellable’
transactions. A variant of the
Customer Session receipt for session
recovery will be produced. Following
the printing of the revised session
receipts, the Counter Clerk will be
logged off, and

recovery process will be
initiated on subsequent log-on to the
original terminal. New Counter Clerk
dialogues will manage this recovery
process with respect to the final
outcome of the failed session.

° a new

in the
Session

be contained
‘HNG-X

Further details will
Working Document
Settlement Process’

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# Title Description
3 Changes to way various Exception As described in the CCD entitled “HNG-X

conditions are handed

Branch Exception Handling Strategy - Agreed
Assumptions and Constraints”
(REQ/CUS/STG/0002).

4 Changes to the management and
distribution of POL Reference Data

As described in the CCD entitled “HNG-x
Counter Reference Data Delivery Strategy -
Agreed Assumptions and Constraints”
(REQ/CUS/STG/0003).

5 Training capability provided in the
Counter Training Offices

As described in Annex 4 of this Schedule.

6 Changes to Confirmation processing
model

Confirmation messages for online
transactions will only be harvested in batch
mode at end of day. This means that the
Transaction Enquiry Service will not receive
C2 messages in near real time, and
Streamline payment file(s) will only be
produced overnight.

7 PIN Pad required for Banking
Deposits

To protect against replay attacks, banking
deposit transactions will use a MAC generated
by the PIN Pad. This will require the presence
ofa PIN Pad (a change from Horizon). For the
avoidance of doubt, this will not require a PIN
to be entered by the customer.

8 Change to End of Day

Branch end of day will be declared for all
branches at 19:00 each day. This will be the
same time for all Branches (i.e. there will be
no ability to have different Branches with
different end of day times). End of day will be
declared whether or not those Branches are
Operating or connected to the Data Centre.

9 Ad-hoc transaction report for AP.
PANs

The HNG-X System shall allow the production
of an ad-hoc transaction report containing the
PAN reference number from the AP token and
the AP sequence number, where they are
agreed to be part of the transaction and not
restricted for security Fujitsu
Services and Post Office will agree the exact
structure of this report during the design stage.

reasons.

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ANNEX 3

SYSTEM CAPACITY AND PERFORMANCE REQUIREMENTS

41. The System Capacity and Performance Requirements as at the date of signature of
CCN1200 are contained in document “HNG-X System Capacity and Performance
Requirements” version 0.2 dated 15 August, 2006, which forms part of the HNG-X
Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these Requirements are categorised as “Type A”

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual setting.
This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

4. The Business Equivalence Principles do not apply to the System Capacity and
Performance Requirements or associated Service Levels, but it is accepted that the
performance characteristics of the HNG-X System counter applications and associated
infrastructure must be acceptable to the Post Office. This specific aspect of the Solution
Baseline will be assessed to determine that the HNG-X System counter performance
delivers equivalent or better performance characteristics to the Applicable Horizon
Baseline, based on the following principles:

44 Post Office and Fujitsu Services will jointly agree an assessment process that will:

(a) define and agree sets of representative Transaction types and a
measurement period;

(b) establish system component benchmark measurements for these
Transaction types on the Horizon system and on the HNG-X System
(taking account of any changed processes or UI characteristics that may
be present in the HNG-X Transaction); and

(c) allow Post Office to request that the set of Transaction types is
augmented (agreement to such requests not to be unreasonably
withheld by Fujitsu Services) if anomalous HNG-X Transaction
performance characteristics are identified prior to the commencement of
the HNG-X Project Workstream X4 (HNG-X Application Rollout).

4.2 Acceptance by Post Office of the HNG-X System counter performance will be
based on the average system component benchmark measurements for each of
the agreed sets of representative Transaction types for the HNG-X System being
no worse than the comparable measurements for each of the Transaction types

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within the Applicable Horizon Baseline or where comparison is not applicable, to
their agreed design targets.

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ANNEX 4
TRAINING REQUIREMENTS
41. The Training Requirements as at the date of signature of CCN1200 are contained in

document “HNG-X Training High Level Requirements” version 0.2 dated 15 August, 2006,
which forms part of the HNG-X Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type B”.

3. As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are subject
to the assumptions and constraints contained in the CCD entitled “HNG-X Training
Strategy (CTO) — Agreed Assumptions and Constraints” (REQ/CUS/STG/0004).

4. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

41 glossary applicable to the HNG-X Requirements contained in this Annex;
42 chapter headings; and

43 explanatory text.

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ANNEX 5

OPERATIONAL AND SUPPORT SERVICE REQUIREMENTS

41. The Operational and Support Service Requirements as at the date of signature of
CCN1200 are contained in document “HNG-X Operational and Support Service
Requirements” version 0.2 dated 15 August, 2006, which forms part of the HNG-X
Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

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ANNEX 6
MIGRATION AND IMPLEMENTATION REQUIREMENTS

The Migration and Implementation Requirements as at the date of signature of CCN1200
are contained in document “HNG-X Migration and Implementation Requirements” version
0.2 dated 15 August, 2006, which forms part of the HNG-X Requirements Catalogue Draft
at Contract.

For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are subject
to the assumptions and constraints contained in CCD entitled “HNG-X Migration Strategy
- Agreed Assumptions and Constraints” (REQ/CUS/STG/0001).

All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

41 glossary applicable to the HNG-X Requirements contained in this Annex;
4.2 chapter headings; and

43 explanatory text.

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ANNEX 7
DESIGN AND ARCHITECTURE REQUIREMENTS
41. The Design and Architecture Requirements as at the date of signature of CCN1200 are

contained in document “HNG-X Design and Architecture Requirements” version 0.2 dated
15 August, 2006, which forms part of the HNG-X Requirements Catalogue Draft at
Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

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ANNEX 8
SECURITY REQUIREMENTS
41. The Security Requirements as at the date of signature of CCN1200 are contained in

document “HNG-X Security Requirements” version 0.2 dated 15 August, 2006, which
forms part of the HNG-X Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are subject
to the assumptions and constraints contained in CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001).

4. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X

Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

41 glossary applicable to the HNG-X Requirements contained in this Annex;
42 chapter headings; and

4.3 explanatory text.

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ANNEX 9
DEVELOPMENT REQUIREMENTS.
41. The Development Requirements as at the date of signature of CCN1200 are contained

in document “HNG-X Development Requirements” version 0.2 dated 15 August, 2006,
which forms part of the HNG-X Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

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ANNEX 10
TESTING REQUIREMENTS
41. The Testing Requirements as at the date of signature of CCN1200 are contained in

document “HNG-X Testing Requirements” version 0.2 dated 15 August, 2006, which
forms part of the HNG-X Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

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ANNEX 14
REQUIREMENTS DEFINITION PROCESS
PART 1 — FUNCTIONAL REQUIREMENTS DEFINITION PROCESS
INTRODUCTION AND SCOPE

Project HNG-X will commence with the Requirements Stage, which includes specification
and assurance activities, and which will be directed by the Requirements Definition
Process.

Part 1 of this Annex 11 is concerned with the definition and assurance processes to
establish a baseline of Functional Requirements.

This process will focus on the specification of the business process and data requirements
of the Business Capabilities and Support Facilities. Any of the existing non-functional
HNG-X Requirements that relate to specific requirements, artefacts or capabilities will
also be applied at this stage.

HNG-X Requirements Assurance will be conducted as a joint activity comprising both
business content assurance and the inclusion of any agreed optimisation or improvement
opportunities that would facilitate solution design. Both these aspects of HNG-X
Requirements Assurance will involve Fujitsu Services and will occur progressively and
prior to the final issuing to Fujitsu Services of the Functional Requirements.

PRINCIPLES

The principles that will apply during the definition and assurance process, in particular
concerning the interchange of HNG-X Requirements artefacts between Post Office and
Fujitsu Services are as follows:

24 DOORS (as configured within Post Office for Project HNG-X) is the master
repository of all HNG-X Requirements;

2.2 the intention is to be able to compartmentalise the HNG-X Requirements so that
each group of HNG-X Requirements has its own life and own versioning;

2.3 functional Use Cases will be grouped into convenient business areas which will
be made available to Fujitsu Services at relevant points to enable early visibility
and a more interactive approach to solution design; and

24 to ensure integrity of the HNG-X Requirements as a whole set there will be a
number of assurance steps which begin at the start of a piece of work in each
business area and complete with the handover of a completed HNG-X
Requirements set. Fujitsu Services are fully involved in this approach from the
beginning of the process through to final baselining of the HNG-X Requirements
set, and will assist in optimising the overall Use Case model so that constraints
applicable to the existing Horizon architecture are not unnecessarily carried
forward into the HNG-X System.

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3.1

3.2

44

4.2

REQUIREMENT ANALYSIS METHOD

Analyst teams from both Parties will progressively develop the Use Case specifications
required for each business area, initially assessing the proposed Use Case goals and
descriptions and the various source materials to determine their status and relevance.
The required business processes and logical operations will be described as Use Cases,
with each being developed through normal flow and then variant and exception paths with
interaction at key stages with the HNG-X Requirements Assurance process.

Certain Use Cases relate to functionality that Fujitsu Services has proposed will be
delivered by solution components that are retained from Horizon. These are classified as
“Retained Functionality” Use Cases and it has been agreed that these Use Cases will
only require a minimum level of functional specification.

HNG-X REQUIREMENTS ASSURANCE
Introduction

HNG-X Requirements Assurance represents a significant and necessary stage in the
HNG-xX solution lifecycle, providing the means by which Post Office and Fujitsu Services
can progressively gain confidence in the scope, capabilities and impact of the emerging
HNG-X Requirements and solution artefacts. The assurance role will involve both
business and functional content assurance and ‘solution design’ assurance. Fujitsu
Services will support Post Office in both of these activities — initially through the provision
of knowledgeable personnel to assist in minimising the risk of functional omission and
subsequently to work with Post Office to verify and improve various aspects of the
emergent solution, both in terms of solution optimisation and economic rationalisation of
HNG-X Requirements.

Assurance Steps
The approach is underpinned by a series of assurance steps which cover:

4.2.1. content assurance: gradually moving towards a series of fully dressed Use Cases
through a series of assurance stages which verify them on an incremental basis;

4.2.2 optimisation and completion:

(a) ensuring all Use Cases are up to date with all relevant Horizon or HNG-
X changes and are collectively consistent; and

(b) giving visibility of the HNG-X Requirements to Fujitsu Services in order
to obtain feedback from a solution perspective on any optimisation or
improvement opportunities. It is recognised that these HNG-X
Requirements are still subject to change and that any solution activities
based on this material may be impacted once the final Requirements
Baseline has been issued.

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43

4.2.3 further Requirements Baseline: if the above process results in amendments to
the HNG-X Requirements, the Requirements Baseline will either be revised or re-
issued.

Roles
The assurance role will encompass the need to:

4.3.1. ensure compliance — by supporting the business analyst teams of both Parties in
following the Requirements Definition Process and their use of the underlying
tools and standards, and in producing deliverables that meet the defined quality
standards;

4.3.2 achieve assurance — by reviewing the business content of the HNG-X
Requirements artefacts for accuracy and completeness, and by enabling effective
dialogue, optimisation and handover activities with the Fujitsu Services Design
Authority;

4.3.3 ensure integrity and consistency — by applying ‘whole service’ and ‘cross service’
assessments of HNG-X Requirement definitions, shared or common
specifications, and the relationship between newly specified and retained
functionality; and

4.3.4 maintain the Requirements Baseline — by establishing processes for identifying
the various sources of change that will occur throughout Project HNG-X and
managing their application to the Requirements Baseline.

This participative approach will however recognise the overriding roles and
responsibilities of Post Office (in terms of HNG-X Requirements Assurance) and Fujitsu
Services (in terms of solution definition, build and implementation) in this process.

PART 2 - HNG-X REQUIREMENTS BASELINING PROCESS

An initial version of the full set of Functional Requirements will be provided to Fujitsu
Services as part of Post Office issuing an initial Requirements Baseline at the end of the
Requirements Stage. As HNG-X Requirements Assurance may not have been completed
at this point, further amendments to the initial Requirements Baseline may be required in
order to take account of amendments, additions or deletions to HNG-X Requirements as
a result of HNG-X Requirements Assurance. Where the overall impact of such changes
is significant, the Requirements Baseline shall be re-issued by Post Office. Where the
impact is minimal, there would be no need to re-issue the Requirements Baseline and
any amendments shall be dealt with in accordance with paragraph 6.2 of this Schedule
B6.1.

Individual HNG-X Requirements that are not produced as part of the Functional
Requirements Definition Process described in Annex 11 Part 1 may be baselined prior to
establishing the final Requirements Baseline. This approach will enable Fujitsu Services
to make design or solution decisions with more certainty where necessary. At the date of
signature of CCN1200, the HNG-X Requirements are as described in Annexes 3 to 10 to
this Schedule B6.1 and will be marked as baselined at version 0.2. HNG-X Requirements

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which become individually baselined after this date will be marked as such in DOORS
and formally handed over to Fujitsu Services ahead of the full HNG-X Requirements set.

For the avoidance of doubt, Fujitsu Services shall not be entitled to reject or refuse an
HNG-X Requirement that complies with the provisions of this Schedule B6.1 other than
in accordance with Clause 34.5.

PART 3 — NON-FUNCTIONAL HNG-X REQUIREMENTS RELATING TO THE USER
INTERFACE DEFINITION PROCESS

The non-functional HNG-X Requirements relating to the HNG-X User Interface will be
established and assured in accordance with the CCD entitled “Establishing and Assuring
the HNG-X User Interface” (REQ/GEN/PRD/0001).

For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as "Type B".

PART 4 - HNG-X REQUIREMENTS RELATING TO THE POSTAL SERVICES DEFINITION

PROCESS

The Functional Requirements relating to the Postal Services will be generated by
following the Functional Requirements Definition Process set out in Part 1 of this Annex
but will be established and assured as defined in the CCD entitled “Postal Services
Business and Operational Context” (REQ/CUS/BRS/0001) by following the Postal
Services Assessment Guidelines in place of the guidelines in Annex 1.

The non-functional HNG-X Requirements relating to the Postal Services will be
established and assured in accordance with the CCD entitled “Postal Services Business
and Operational Context” (REQ/CUS/BRS/0001).

PART 5 — HNG-X PROGRAMME REQUIREMENTS CHANGE CONTROL PROCESS
INTRODUCTION

The HNG-X Programme Requirements Change Control Process is owned by the Post
Office HNG-X Programme Manager and the Fujitsu Services' HNG-X Programme
Manager, and is intended as a mechanism which applies a discretionary level of control
to the scope of the HNG-X Requirements without invoking the Change Control Procedure.

An HNG-X Programme Change Authority will be established with representation from the
Fujitsu Services’ Design Authority and the Post Office Design Authority who will be
responsible for the initial impact assessment of proposed changes and for recommending
to the Post Office HNG-X Programme Manager and the Fujitsu Services' HNG-X
Programme Manager whether a change can be dealt with within their level of authority.
Final responsibility for this decision remains with the Post Office HNG-X Programme
Manager and the Fujitsu Services' HNG-X Programme Manager.

The treatment of a proposed change will differ depending on whether the HNG-X
Requirement to which the change is proposed has been baselined, has been baselined
at high level, or is still under development. These are categorised respectively as “Type

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24

A’, “Type B” and “Type C” HNG-X Requirements, with their treatment described in
paragraph 2 of this Part 5 of this Annex. New HNG-X Requirements are categorised as
“Type D”.

Subject to paragraph 1.5, the HNG-X Programme Requirements Change Control Process
will cease to operate after the end of the Requirements Stage, after which changes to
HNG-X Requirements will be dealt with through the Change Control Procedure.

After the end of the Requirements Stage, the HNG-X Programme Requirements Change
Control Process shall continue to apply to:

1.5.1 the management of changes or additions to the HNG-X Requirements as a result
of HNG-X Requirements Assurance or HNG-X Solution Assurance in accordance
with paragraph 6.2.2 of this Schedule;

1.5.2 the management of a deviation of a Postal Services Requirement from the Postal
Services Assessment Guidelines in accordance with paragraph 6.2.3(b) of this
Schedule;

1.5.3 for any HNG-X Requirement other than a Postal Services Requirement, the
management of a deviation from the Business Equivalence Principles in
accordance with paragraph 6.2.3(a) of this Schedule; and

1.5.4 for any HNG-X Requirement, the management of an inconsistency between that
HNG-X Requirement and (a) an HNG-X Assumption related to that HNG-X
Requirement (and set out or referred to in the same Annex to this Schedule as
that HNG-X Requirement) or (b) the HNG-X Assumption set out in Annex 12, in
accordance with paragraph 4.1.2 or 4.1.3 of this Schedule (as the case may be).

TREATMENT OF DIFFERENT TYPES OF HNG-X REQUIREMENTS
Non Baselined Functional Requirements (Requirement Type C)

2.1.1. Any Functional Requirement which has not been individually baselined and which
does not depart from the Business Equivalence Principles is regarded as under
development and is not subject to the Change Control Procedure or HNG-X
Programme Change Assessment.

2.1.2. Where the generation of a Functional Requirement deviates from the Business
Equivalence Principles (as recognised by the author of the HNG-X Requirement
or as identified during HNG-X Requirements Assurance) and is not the result of
an Agreed Change, an assessment will be made by the HNG-X Programme
Change Authority against the conditions for an Allowed Change as set out in
paragraph 4.2.3 of this Schedule B6.1 as follows:

(a) where the HNG-X Requirement is agreed as fulfilling the conditions of
an Allowed Change, the agreement will be logged by the HNG-X
Programme Change Authority as an Allowed Change and the HNG-X
Requirement may continue to be developed without recourse to the

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Change Control Procedure or HNG-X Programme Change Assessment;
and
(b) where the HNG-X Requirement does not fulfil the conditions of an

Allowed Change, the HNG-X Requirement must be passed for HNG-X
Programme Change Assessment or reverted to a definition which
accords with the Business Equivalence Principles.

2.2 Requirements Baselined at High Level including Agreed Changes (Requirement
Type B)

2.2.1

HNG-X Requirements, including Agreed Changes, which are baselined at high
level may be described or elaborated in more detail within the scope of the high
level HNG-X Requirement without recourse to the Change Control Procedure or
HNG-X Programme Change Assessment. However, where the elaboration of the
HNG-X Requirement extends the scope (as recognised by the author of the HNG-
X Requirement or as identified during HNG-X Requirements Assurance or HNG-
X Solution Assurance, and which for Postal Services Requirements shall be
assessed against the scope defined in section 4 of the CCD entitled “Postal
Services Business and Operational Context” (REQ/CUS/BRS/0001) using the
Postal Services Assessment Guidelines), an assessment will be made by the
HNG-X Programme Change Authority as to whether the extension of scope fulfils
the conditions that it must have an acceptable cost, time, risk and resourcing
impact on Project HNG-X and appropriate actions will be taken as follows:

(a) where the extension of scope is agreed as fulfilling the above conditions,
the extension of scope will be adopted under the governance of the
HNG-X Programme Change Authority and the HNG-X Requirement or
Agreed Change may continue to be developed without recourse to the
Change Control Procedure or HNG-X Programme Change Assessment;
and

(b) where the extension to scope does not fulfil the above conditions, the
extension to scope must be passed for HNG-X Programme Change
Assessment or reverted to a definition within the scope of the higher
level HNG-X Requirement.

2.3 Baselined Requirements (Requirement Type A)

Once an HNG-X Requirement has been agreed and individually baselined, any proposed
change to that HNG-X Requirement will be passed for HNG-X Programme Change
Assessment. Following the formal handover of the final Requirements Baseline any
HNG-X Requirements which have been assessed as deviating from the Business
Equivalence Principles (in the case of all HNG-X Requirements other than Postal Services
Requirements) or the Postal Services Assessment Guidelines (in the case of Postal
Services Requirements) shall also be passed for HNG-X Programme Change
Assessment.

24 New Requirements (Requirement Type D)

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2.5

3.1

3.2

3.3

3.4

3.5

4.

New HNG-X Requirements will be initially assessed by the HNG-X Programme Change
Authority to determine whether they fall within the definition of an Allowed Change. When
the HNG-X Requirement is not assessed as an Allowed Change it will be passed for HNG-
X Programme Change Assessment. When the HNG-X Requirement is assessed as an
Allowed Change it will be processed as an HNG-X Requirement Type C in accordance
with paragraph 2.1 of Part 5 of this Annex.

Fujitsu Services may propose that any additional or new HNG-X Requirement be subject
to a caveat detailing any exceptions to full compliance in respect of that particular HNG-
X Requirement only (and not in respect of any HNG-X Requirement already forming part
of the HNG-X Requirements Catalogue) and the Parties shall, acting reasonably and in
good faith, agree whether to adopt that caveat in respect of that particular HNG-X
Requirement.

HNG-X PROGRAMME CHANGE ASSESSMENT

Proposed changes to HNG-X Requirements, new HNG-X Requirements and any
changes or additions to the non-functional HNG-X Requirements relating to the HNG-X
User Interface or Postal Services which are passed for HNG-X Programme Change
Assessment will be initially assessed by the HNG-X Programme Change Authority to
determine whether the change is likely to impact time or cost beyond the level of authority
of the Post Office HNG-X Programme Manager and the Fujitsu Services' HNG-X
Programme Manager, or whether there is likely to be any impact outside of Project HNG-
x.

Where the change will clearly exceed this authority or will clearly have an impact outside
the Project HNG-X, the change will be dealt with under the Change Control Procedure (or
agreed with the author to be rejected).

Where the change appears likely to have minimal impact such that, considered with other
proposed changes, it can be managed within the level of authority of the Post Office HNG-
X Programme Manager and the Fujitsu Services' HNG-X Programme Manager and has
no impact external to the Project HNG-X, the change will be passed to the appropriate
team within Fujitsu Services or Post Office to undertake further impact assessment (under
the control of the HNG-X Programme Change Authority).

If the further impact assessment referred to in paragraph 3.3 of this Part 5 confirms the
initial assessment, the change will be approved and the HNG-X Requirement can be
updated accordingly, subject to the final approval of the Post Office HNG-X Programme
Manager and the Fujitsu Services' HNG-X Programme Manager. Once approved, if the
change relates to a Functional Requirement, the change shall be deemed to be an Agreed
Change. The baselined status (as indicated by the Requirement Type A, B C or D) of the
HNG-X Requirement will not be changed by this process, but the version number of the
HNG-X Requirement will be updated accordingly.

If the further impact assessment referred to in paragraph 3.3 of this Part 5 rejects the
initial assessment, the change will be dealt with under the Change Control Procedure (or

agreed with the author to be rejected).

RECORDING OF CHANGES.

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All changes which are agreed as “Allowed Changes” or “Agreed Changes” shall be logged as
such by the HNG-X Programme Change Authority. This log shall initially be formed from the
information in Annex 2 to this Schedule as at the date of signature of CCN1200 and subsequently
maintained by the HNG-X Programme Change Authority throughout Project HNG-X.

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ANNEX 12
GENERAL ASSUMPTION

Only one assumption has been identified as being of general application to the HNG-X
Requirements. This is stated below:

General Assumption 01

The existing Horizon Icon Design Service will not be continued for the HNG-X System. There will
be a limited set of icons agreed during the HNG-X User Interface design phase, which may be re-
used as appropriate in the HNG-X User Interface. Any proposed changes or additions to the
agreed set will be dealt with in accordance with the Change Control Procedure.

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ANNEX 13

CHANGES DELIVERED (OR TO BE DELIVERED) AFTER RELEASE S92 AGREED AS
PART OF THE APPLICABLE HORIZON BASELINE

(Note: Subject to
being approved)

POL CR ref. Change Work Summary description
Package ref.
PSO_FSL_CR00968_FS PWY_CWP_530 Receipt Template for Automation of
Travellers Cheques ADC Product
PSO_FSL_CR00680 PWY_CWP_525 Including figures for cash in pouches in

Flexible Planning input

PSO_FSL_CR00956 PWwy_CWP_520 Gift Voucher Shop Receipts

PSO_FSL_CRO0950_FSv2 I PWY_CWP_517 Generic Branch Receipt Template

PSO_FSL_CR00326 PWY_CWP_404 Provision of DR capability to connect
POLFS users to POLFS when NDC is not
available.

PSO_FSL_CRO00925_FS PWY_CWP_508 Cessation of the BBC AP interfaces

PSO_FSL_CR00921v2 PWY_CWP_505 PostShop Receipt Template (applicable to
the Superstock Service from 1st April 2010)

PSO_FSL_CR0893 PWY_CWP_496 Implement changes to XI as identified in the
changed functional spec

PSO_FSL_CR00786 PWY_CWP_481 A &L Sequential Referencing onto ADC

PSO_FSL_CR00754 PWY_CWP_471 Shopping Basket Finance Integration
(Flowers and Travel Insurance)

PSO_FSL_CR00744 PWY_CWP_466 Transmit PDR data from Horizon to POLFS
and MI system.

PSO_FSL_CR00734 PWY_CWP_457 Amend Horizon to accept 5 digit item
numbers

POLCC_FSL__CRO0077 PWY_CWP_453 BAU - New Barcode range for P6097
Labels

POLCC_FSL_CRO0693 PWY_CWP_437 Removal of a line on the Despatch Report

PSO_FSL_CR00531 PWY_CWP_414 Quantity function in Smartpost to operate
when PAF is optional and not selected.

PSO_FSL_CR00584 PWY_CWP_410 New despatch report for existing client

PSO_FSL_CR00583 PWY_CWP_409 Country of destination on T& T message

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POL CR ref. Change Work Summary description

Package ref.

POLCC_FSL_CR00547 PWY_CWP_393 New Algorithm Condition permissible in
Field Validation

PSO_FSL_CR00873 Pwy_cwp_494__I New AP-ADC Data Type - StackLookup

PSO_FSL_CR00781v2_FS I PWY_CWP_480 Mails Receipt changes

PSO_FSL_CR00756 PWY_CWP_474 Allow today's date to be used in selecting
the date range on the Office Weekly Sales
Report

PSO_FSL_CR00728 PWY_CWP_456 Cut Off facility for the Office Weekly
Postage Labels report

PSO_FSL_CR00727 PWY_CWP_455 Date Range for Daily Rem reports

POLCC_FSL_CR0073 PWY_CWP_439 Rejected Postage Label Report

POLCC_FSL_CRO071 PWY_CWP_423 Printing Retailer Logos on Retailer branded

Orders

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SCHEDULE B6.2
HNG-X DESIGN AND BUILD

Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of
CCN1200

14 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

24 19/03/07 Applying CCN 1206

2.2 24/10/07 Anomaly: omission of text in paragraph 13.1

3.0 25/10/07 Baseline copy of 2.2

4.0 23/02/09 Baseline copy of 3.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 24/12/09 Applying changes as per CCN 1268

7.0 24/05/10 Moving schedule to version 7.0

8.0 21/02/12 Moving all schedules to v8.0 in accordance
with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance
with CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 I Moving all Schedules to V13.0

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2.2

3.1

SCHEDULE B6.2

HNG-X DESIGN AND BUILD

INTRODUCTION

This Schedule deals with:

14

an overview of the manner in which the HNG-X Requirements set out in
or generated by the process in Schedule B6.1 will be logged and
confirmed;

the agreed processes for design and development in support of the
solution specification, build and test stages of the lifecycle of the HNG-X
Development, including offshore development. The Parties acknowledge
that Post Office is embarking on a project management methodology
referred to as RMG Harmony. This methodology is in development at the
date of signature of CCN1200. As such this Schedule may or may not
align with RMG Harmony. In the event that Post Office requires changes
to this Schedule to better align it with RMG Harmony those changes will
be dealt with in accordance with the Change Control Procedure;

an overview of the Solution Baseline Documentation Set;

maintenance of the HNG-X Programme Plan and associated budgeting
and reporting; and

other matters relating to the conduct of Project HNG-X and the
Associated Changes.

HNG-X REQUIREMENTS

The HNG-X Requirements that will form the Requirements Baseline are referred
to in, or will be generated in the manner defined in, Schedule B6.1.

Fujitsu Services will establish a method of requirements traceability against the
Requirements Baseline for use during the HNG-X Development Period. Fujitsu
Services will provide Post Office with a completed compliance matrix for all HNG-
X Requirements listed in the Requirements Baseline by the milestone entitled
“Requirements Compliance Matrix Baselined” in the HNG-X Programme Plan.

SOLUTION BASELINE DOCUMENTATION SET

Fujitsu Services shall develop a set of documents and other artefacts that
accurately reflects the Solution Baseline (the “Solution Baseline Documentation

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3.2

41

4.2

5.1

5.2

5.3

Set”). The Solution Baseline Documentation Set will consist of updated
versions of Schedules B3.2, B3.3 and B3.4, the Solution Architecture, and more
detailed information (which may be based on aspects of the Requirements
Baseline and/or a set of architectural and design artefacts). The Parties shall
work together throughout the two month period following the end of the
Requirements Stage to agree by the end of that period the list of documents
and other artefacts that will form the Solution Baseline Documentation Set
(together with a summary description for each such document and artefact).

Changes to components or component usage explicitly described in the
Solution Architecture, or in other documents and artefacts of the Solution
Baseline Documentation Set which have been agreed between the Parties as
requiring Post Office approval, shall be approved by Post Office and Fujitsu
Services.

ARCHITECTURE & DESIGN

Fujitsu Services will create and maintain, for the duration of the HNG-X
Development Period, an architectural solution description, which shall be
developed from the Solution Architecture and shall take account of relevant
HNG-X Requirements (the "Architectural Solution Description"). The Architectural
Solution Description will be used to support HNG-X Solution Assurance in the
manner described in paragraph 5.4.2 and the Parties shall agree, in accordance
with paragraph 3, which elements of the Architectural Solution Description shall
form part of the Solution Baseline Documentation Set.

The Architectural Solution Description will consist of a number of architectural
and design artefacts that capture the design characteristics of the component
sub-systems of the solution. The architectural and design artefacts will take a
number of forms, dependent on the nature of the sub-system but typically
dictated by whether the component is to be newly created or retained or
enhanced legacy. Architectural and design artefact production will be tracked
through the HNG-X Programme Plan. Fujitsu Services shall work with Post Office
to agree, such agreement not to be unreasonably withheld, the form of the
architectural and design artefacts by the date for such agreement set out in the
HNG-X Programme Plan.

HNG-X SOLUTION ASSURANCE

HNG-X Solution Assurance is a significant and necessary activity in the HNG-X
solution lifecycle providing the means by which Post Office and Fujitsu Services
will progressively gain confidence in the emerging solution.

HNG-X Solution Assurance will continue the engagement between Post Office
and Fujitsu Services that was established to conduct Requirements Assurance
as a pre-cursor to establishing the Requirements Baseline.

The objectives of HNG-X Solution Assurance are to enable:

5.3.1 Post Office and Fujitsu Services to develop a common and shared
understanding of the Requirements Baseline;

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5.3.2

Post Office to amplify, explain or clarify any points of difficulty in the
interpretation of the Requirements Baseline as requested by Fujitsu
Services;

Post Office and Fujitsu Services to monitor the progress of the Solution
Baseline towards satisfying the Requirements Baseline;

Post Office and Fujitsu Services to progressively gain confidence in the
completeness and integrity of the Solution Baseline;

Fujitsu Services to confirm to Post Office the operational effect of
applying the HNG-X Assumptions to the Architectural Solution
Description; and

Fujitsu Services to advise Post Office of potential operational or
functional implications which may arise in the development of the
Architectural Solution Description and for Post Office to consider
appropriate actions, such actions to be agreed between the Parties.
Such advice shall not include operational implications relating to the
usability characteristics of the HNG-X User Interface or the user interface
of the CSRDE, where such implications would be specific to Post Office’s
business operations and practices.

5.4 HNG-X Solution Assurance Roles and Responsibilities

5.4.1

5.4.2

5.4.3

5.4.4

The HNG-X Solution Assurance role will be led by the Post Office Design
Authority and his team, supported by Fujitsu Services.

Fujitsu Services will demonstrate, through discussion and by the
provision of appropriate architectural and design artefacts, how the
Design and Architecture Requirements are met. In addition, Fujitsu
Services will, through the provision of an appropriate compliance matrix,
demonstrate the incorporation of all of the HNG-X Requirements in the
Requirements Baseline against relevant solution artefacts.

During HNG-X Solution Assurance Post Office will not specify any design
or design component to Fujitsu Services but will provide feedback where
it does not reasonably believe that the solution design will correctly meet
the Requirements Baseline, or where it believes that the solution
outcome would result in unacceptable implications.

HNG-X Solution Assurance will be carried out via a joint design forum
and ad-hoc discussions provided that the workings of the design forum or
the holding of such ad-hoc discussions do not adversely impact progress
against the HNG-X Programme Plan. Where Fujitsu Services believes
that such an adverse impact has occurred or is likely to occur, then this
issue shall be raised with both the Post Office HNG-X Programme
Manager and the Fujitsu Services' HNG-X Programme Manager for

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6.1

6.2

6.3

6.4

resolution and such impact shall be assessed via the mechanisms
described in paragraph 13.1.

5.4.5 This participative approach will recognise the respective and overriding
roles and responsibilities of Post Office (in terms of HNG-X Requirements
Assurance) and of Fujitsu Services (in terms of solution definition, build
and implementation) in this process.

DEVELOPMENT

Fujitsu Services will develop the components of the solution using a combination
of “waterfall”, iterative and prototyping development methods as appropriate to
the component or sub-system being created. In general:

6.1.1 the “waterfall” approach will typically be used for retained “legacy” in the
Data Centre and those components that are related to the internal
workings of the solution (not business/user visible);

6.1.2 iterative methods will typically be used to deliver subsets of business
functionality earlier in the lifecycle (to support incremental testing); and

6.1.3 prototyping will typically be deployed where the requirements are not
clearly understood or where Fujitsu Services and Post Office jointly agree
that this is the correct approach for the creation of a particular aspect of
the system.

Fujitsu Services will agree with Post Office, such agreement not to be
unreasonably withheld, which development method will be used for each sub-
system or component of the solution.

Fujitsu Services will act in accordance with the Fujitsu Services “Solution
Framework” methodologies, as enhanced by the Fujitsu Services team to support
the needs of the development stream and this will be captured in revisions to the
Working Document “Development Strategy for HNG-X” (DEV/MGT/STG/0001),
which will be shared with Post Office. Decisions on which development tooling
and development methodologies are to be used will be driven out of the
programme and implemented within the project lifecycle as indicated by Level 2
key milestones in the HNG-X Programme Plan.

Each Party shall comply with its obligations set out in Annex 2 to this Schedule
with regard to the HNG-X Development.

Fujitsu Services shall provide a measurement mechanism which can be used to
estimate the functional size and complexity of software components and which
can be used to estimate the functional size and complexity of future software
changes.

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6.5

6.6

7A

7.2

7.3

74

In accordance with agreed Work Order(s), Fujitsu Services shall support Post
Office in activities necessary for Post Office to achieve:

6.5.1 certification, accreditation or assurance with its Clients or other third
parties; and

6.5.2 re-certification or re-accreditation with its Clients or other third parties.

Fujitsu Services shall allow Post Office training development staff access to the
pre-release solution as is becomes available, to facilitate the development by
Post Office of accurate training material.

TESTING

Project HNG-X will follow a jointly developed, jointly agreed testing strategy that
has been created to exploit the benefits of the re-engineered solution to be
delivered by a service oriented architecture (as that term is described in the
Solution Architecture) and an object oriented development approach. From the
agreed testing strategy, revisions to the generic testing processes will be drawn.
The approach will re-balance the testing lifecycle to strengthen the earlier stages
of testing and thus reduce the risk of significant issues emerging in the later
stages. To ensure that each stage of testing delivers the appropriate contribution
to the programme it is important to establish and manage the commencement
(trends, stability, readiness) and completion (coverage, completeness, closure)
criteria for each testing stage.

Each test stage will have associated, documented quality gates (QGs) that will
support the readiness review process to decide whether it is appropriate to enter
or leave the stage of testing to which the QGs relate. The entry QG will be based
on objective entry criteria, drawn from generic checklists, to support the
assessment of readiness, timeliness, worth and risk.

Independent testing of the solution will be carried out by a jointly resourced and
managed team where each organisation takes leadership of an individual test
stage as agreed between the Parties. The scheduling of tests shall take account
of, and be consistent with, the HNG-X Acceptance Plan.

The Parties will use reasonable endeavours to jointly agree, by the touchpoint in
the HNG-X Programme Plan entitled “HNG-X Testing Approach Agreed”, such
agreement not to be unreasonably withheld, a CCD entitled “Testing Approach
for HNG-X” (TST/GEN/STG/0002) which will define the joint approach to be used
for testing. Such CCD will be based on the then current version of the Working
Document “HNG-X Testing Strategy’, the version at the date of signature of
CCN1200 being version 1.0 (March 2006).

ACCEPTANCE

The HNG-X Acceptance Process will be managed in accordance with Schedule
B6.3 by the respective HNG-X Acceptance Managers of Post Office and Fujitsu
Services for the period to HNG-X Initial Acceptance and by the Post Office

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9.1

9.2

9.3

9.4

9.5

Acceptance Manager and Fujitsu Services Post Office Account service
management team for the period from HNG-X Initial Acceptance to HNG-X Final
Acceptance.

HNG-X PROGRAMME PLAN

Fujitsu Services shall maintain the HNG-X Programme Plan for the fulfilment of
its obligations under this Agreement in relation to Project HNG-X and the
Associated Change Activities.

The HNG-X Programme Plan maintained by Fujitsu Services shall comprise
three Levels. The Level 2 elements of the HNG-X Programme Plan, as at the
date of signature of CCN1246, are set out in Part 2 of Annex 1 to Schedule B5.

The Level 3 elements of the HNG-X Programme Plan shall be at a level of detail
equivalent to those elements described as such in Annex 1 to this Schedule (this
is included for illustrative purposes only).

Within eight Working Days of the start of each Planning Period following the date
of signature of CCN 1200, Fujitsu Services shall issue a revised version of the
HNG-X Programme Plan which shall contain:

9.4.1 the Tasks required for completion of Project HNG-X and the Associated
Change Activities;

9.4.2 until 31st October 2006, the Level 3 elements of the HNG-X Programme
Plan associated with such FS Tasks as are scheduled to take place up to
30" November 2006;

9.4.3 from 1% November 2006, the Level 3 elements of the HNG-X Programme
Plan required for completion of Project HNG-X and those Level 3
elements that are recorded in the HNG-X Programme Plan that are
related to the Associated Change Activities; and

9.4.4 the milestone dates for Post Office Tasks and, so far as reasonably
practicable, Post Office’s other obligations under this Agreement, on
which the commencement or completion of an FS Task is dependent (a
“Development Dependency”).

Any revised version of the HNG-X Programme Plan issued pursuant to this
paragraph shall only become effective in accordance with the terms of paragraph
13.

In respect of each version of the HNG-X Programme Plan provided in
accordance with paragraph 9.4, each Level 3 element on the HNG-X Programme
Plan to be performed by Fujitsu Services:

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9.6

9.7

9.8

9.9

10.

10.2

10.3

10.4

10.5

9.5.1 having a deliverable to be produced as a result of that element, shall
have a summary description of that deliverable; and

9.5.2 if related to HNG-X Development, shall have a HNG-X T&M Budget
associated with it.

Fujitsu Services shall complete each of its Tasks, using its reasonable
endeavours to do so by the date shown for the completion of that Task in the
HNG-X Programme Plan.

Post Office shall achieve each of its Development Dependencies, using its
reasonable endeavours to do so by the date shown for the achievement of that
Development Dependency in the HNG-X Programme Plan.

The initial version of the HNG-X Programme Plan at Level 2 (as set out in Part 2
of Annex 1 to Schedule BS) will be baselined at the date of signature of CCN
1246 such that any changes to costs, effort and timescales can be managed in
accordance with this Schedule B6.2.

Part 1 of Annex 1 to Schedule B5 (excluding the diagram) contains references to
certain dates in the initial version of the HNG-X Programme Plan for the key
milestones and touchpoints between Fujitsu Services and Post Office or third
parties for the delivery of Project HNG-X and the Associated Changes.

REPORTING AND OBLIGATIONS IF DELAY OCCURS

From the date of signature of CCN 1200, Fujitsu Services shall report to Post
Office in respect of each Planning Period its progress in achieving its Tasks set
out in the HNG-X Programme Plan for that Planning Period and on its
management of the work set out in that plan, such reporting to include earned
value analysis.

Fujitsu Services shall report to Post Office in accordance with paragraph 10.1 not
later than the eighth Working Day after the end of the Planning Period to which
the report relates.

From the date of signature of CCN 1200, Post Office shall report to Fujitsu
Services in respect of each Planning Period its progress in achieving the
Development Dependencies for that Planning Period and on its management of
the work relating to those Development Dependencies.

Post Office shall report to Fujitsu Services in accordance with paragraph 10.3 not
later than the fifth Working Day after the end of the Planning Period to which the
report relates.

If at any time an FS Task has not been, or Fujitsu Services forecasts that it may
not be, started or completed by the date set for that event in the HNG-X
Programme Plan, Fujitsu Services shall notify Post Office forthwith and shall

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10.6

10.7

10.8

11.

provide a report to Post Office with a red, amber, green colour coding system
(‘RAG Report’) to highlight that FS Task.

If at any time a Development Dependency has not been, or Post Office forecasts
that it may not be, achieved by the date set for that Development Dependency in
the HNG-X Programme Plan, Post Office shall notify Fujitsu Services forthwith
and shall provide a RAG Report to Fujitsu Services to highlight that Development
Dependency.

If at any time an FS Task has a change in the effort required for its completion
based on the effort for that event in the HNG-X Programme Plan, Fujitsu
Services shall notify Post Office forthwith and shall provide a RAG Report to
highlight FS Tasks for which the effort has changed. Any change to the effort
required for completion of an FS Task will only take effect in the HNG-X
Programme Plan in accordance with paragraph 13.1

If a failure or delay to carry out (a) an FS Task or (b) a Level 3 element set out in
the HNG-X Programme Plan to be performed by Fujitsu Services:

10.8.1 affects (a) any key milestone or touchpoint referred to in paragraph 9.9 or
(b) any Development Dependency (in both cases as set out in or derived
from the HNG-X Programme Plan), Fujitsu Services shall as soon as
reasonably practicable provide proposals to mitigate the failure or delay;
or

10.8.2 does not affect (a) any key milestone or touchpoint referred to in
paragraph 9.9 or (b) any Development Dependency (in both cases as set
out in or derived from the HNG-X Programme Plan), Fujitsu Services
shall take such action as is necessary to mitigate the failure or delay and
shall report such action to Post Office in accordance with paragraph 10.1.

Any proposal provided by Fujitsu Services under paragraph 10.8.1 shall be
agreed with Post Office before it is implemented.

If there is a failure or delay to (a) achieve a Development Dependency or (b)
carry out a Level 3 element set out in the HNG-X Programme Plan to be
performed by Post Office, Post Office shall take such action as is necessary to
mitigate the failure or delay and shall report such action to Fujitsu Services in
accordance with paragraph 10.3.

BUDGET REPORT AND SUPPORTING INFORMATION FOR INVOICES

Fujitsu Services shall provide together with the reports to be provided under
paragraph 10.1:

11.1.1 a report in spreadsheet form providing, in respect of HNG-X
Development work only, the amount invoiced or due to be invoiced up to
the end of the Planning Period to which the report relates, an estimate of

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12.

12.1

13.

13.1

Fujitsu Services Charges to completion of HNG-X Development and the
aggregate HNG-X T&M Budget at such completion, together with an
assessment of Gain Share which may be payable and/or a comparison of
the figures given in the report against the Lower Target Price, Upper
Target Price, Soft Cap and/or Hard Cap, in each case in accordance with
the provisions of Schedule D8; and

11.1.2 a document setting out for the invoicing period to which the reports relate
supporting information giving, in respect of each Level 3 element
identified in the HNG-X Programme Plan to be performed by Fujitsu
Services during that invoicing period, details of the number of hours
worked by each grade of resource in respect of that Level 3 element.

The format of the reports and supporting information to be provided in
accordance with paragraphs 10.1, 10.3 and 11.1, shall be agreed by the Parties,
such agreement not to be unreasonably withheld.

CONTRACTOR PERSONNEL

From the date of signature of CCN 1200 until the HNG-X Initial Acceptance Date,
Fujitsu Services shall supply (and update when changes occur) the name, job
title, project role and grade for those Fujitsu Services personnel working on HNG-
X Development including those personnel that are off-shored.

From the date of signature of CCN 1200 until the HNG-X Initial Acceptance Date,
Fujitsu Services shall produce organisational charts showing Fujitsu Services
personnel working on HNG-X Development including those personnel that are
off-shored. Fujitsu Services shall provide revised versions of those charts to Post
Office when there are material changes to them.

CHANGING THE HNG-X PROGRAMME PLAN

Changes to scheduling of, or the effort required for, Tasks or Development
Dependencies that the Parties consider will not cause the 108.5 Band to be
exceeded and to which paragraph 13.5 does not apply shall require the written
agreement of both Parties at HNG-X Authority Level 1 (such agreement not to be
unreasonably withheld by either Party) and shall take effect immediately upon
that written agreement. Changes to scheduling of, or the effort required for,
Tasks or Development Dependencies that the Parties consider will cause the
108.5 Band to be exceeded and to which paragraph 13.5 does not apply shall be
dealt with under the Change Control Procedure. All changes that impact any of
the dates set out in the HNG-X Programme Plan for any of the key milestones
and touchpoints listed in Part 1 of Annex 1 to Schedule B5 (excluding the
diagram) will be managed under the Change Control Procedure. The Parties
agree that Part 1 of Annex 1 to Schedule B5 need not be updated to reflect
changes made subsequently to the HNG-X Programme Plan and that the HNG-X
Programme Plan shall have precedence over the dates in that Annex.

13.1.1 Without prejudice to the generality of paragraph 13.1 and subject to that
paragraph, in order to manage (after the date of signature of CCN1246) any

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13.4.1

further increases in the chargeable man day estimates provided by Fujitsu
Services to complete the HNG-X Development and/or Associated Change
Development:

(a) Fujitsu Services HNG-X Programme Director shall notify Post Office HNG-X
Programme Manager in writing of any change in the aggregate number of man
days budgeted (as chargeable to Post Office) to complete the HNG-X
Development or Associated Change Development (“a man-day change”);

(b) In relation to any such man-day change of 20 days or less, Post Office shall
be deemed to have approved such change unless it notifies Fujitsu Services
within 2 working days of receipt (unless such man-day change coupled with all
other man-day changes in that month exceeds 100 man-days);

(c) for any man-day change not within sub-paragraph (b) above, the Fujitsu
HNG-X Programme Director and the Post Office HNG-X Programme Manager
shall promptly meet to agree in writing the approach to be taken in relation to
such proposed change;

(d) all man-day changes within a calendar month will be discussed at a monthly
meeting to be combined with the last Joint Supply Board of each month.

If the Parties fail to reach agreement at HNG-X Authority Level 1 on a change of
the type described in the first sentence of paragraph 13.1, the dispute shall be
referred to HNG-X Authority Level 2. If the Parties fail to reach such agreement
at HNG-X Authority Level 2, the dispute shall be referred for resolution at the
Executive Review level of the DRP and if not resolved shall (unless the Parties
agree otherwise) be escalated further in accordance with the DRP.

Fujitsu Services shall be entitled at its discretion to reschedule the Level 3
elements of the HNG-X Programme Plan within the period bounded by the start
and completion dates for the associated Task in the HNG-X Programme Plan.

Failure to complete a Task due to Fujitsu Services' Default

To the extent that a failure by Fujitsu Services to carry out an FS Task by the
completion date for that Task in the HNG-X Programme Plan is due to a Default
of Fujitsu Services, then:

13.4.1.1 Fujitsu Services shall not be entitled to extend the period for the
completion of that FS Task or revise the HNG-X T&M Budget for that
FS Task without the agreement of Post Office in accordance with the
provisions of paragraph 13.1; and

13.4.1.2 the cost of preparing reports and proposals and taking any mitigating
action in accordance with paragraph 10 shall be borne by Fujitsu
Services.

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13.4.2 To the extent that a failure by Post Office to achieve a Development Dependency
by the achievement date for that Development Dependency in the HNG-X
Programme Plan is due to a Default of Fujitsu Services, then:

13.4.2.1

13.4.2.2

13.4.2.3

13.4.2.4

if the Development Dependency is not achieved by the date specified
for that Development Dependency in the HNG-X Programme Plan, the
period for achieving that delayed Development Dependency shall be
extended by the period reasonably necessary for that Development
Dependency to be achieved, taking into account:

(a) whether the reasons for delay, to the extent they can be
identified, are likely to continue to cause delay;

(b) the availability of appropriate resources (both existing Post
Office resources and any available to Post Office to buy in);

(c) the nature of the Development Dependency to be achieved; and

(d) other Development Dependencies which have not yet been
achieved,

provided that Post Office shall use reasonable endeavours to redeploy
any resources allocated to achieve that Development Dependency
throughout the period of delay so as to minimise that period of
extension;

the length of the time extensions to Development Dependencies in
accordance with paragraph 13.4.2.1 shall require written agreement at
HNG-X Authority Level 1 (such agreement not to be unreasonably
withheld by either Party) and shall take effect immediately subject to
written confirmation at HNG-X Authority Level 2 (which shall be given
or refused within one week of such agreement);

if the Parties fail to reach such agreement at HNG-X Authority Level 1
or HNG-X Authority Level 2, for the purposes of establishing the
effective ongoing HNG-X Programme Plan, Fujitsu Services shall be
entitled to determine on the basis of and taking into account the factors
set out in paragraph 13.4.2.1 the amount of time by which each
delayed Development Dependency shall be extended. Post Office shall
work to that revised HNG-X Programme Plan but shall be entitled to
seek a further extension of time for such Development Dependencies
through the dispute resolution process referred to in paragraph
13.4.2.4; and

Disputes as to:

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(a) whether or to what extent a Default by Post Office or some other
failure has caused a Development Dependency to be delayed;
or

(b) I the amount by which the time for a Development Dependency
should be extended,

shall be referred for resolution at the Executive Review level of the DRP
and if not resolved shall (unless the Parties agree otherwise) be
escalated further in accordance with the DRP.

13.5 Failure to complete a Task not due to Fujitsu Services' Default

13.5.1

13.5.2

13.5.3

The provisions of this paragraph 13.5 shall only apply if and to the extent
that a failure by Fujitsu Services to carry out an FS Task by the
completion date for that FS Task in the HNG-X Programme Plan is due to
a failure by Post Office or any of its agents or sub-contractors to (i)
achieve any Development Dependencies by the date shown for the
achievement of them set out in the HNG-X Programme Plan, or (ii) fulfil
its other obligations under this Agreement, provided that Fujitsu Services
notified Post Office of its failure to fulfil that obligation and its effect on
Fujitsu Services’ ability to perform the FS Task.

If an FS Task is not completed by the date specified for that FS Task in
the HNG-X Programme Plan, the period for completing that delayed FS
Task shall be extended by the period reasonably necessary for that FS
Task to be completed, taking into account:

(a) whether the reasons for delay, to the extent they can be
identified, are likely to continue to cause delay;

(b) the availability of appropriate resources (both existing Fujitsu
Services resources and any available to Fujitsu Services to buy
in);

(c) the nature of the FS Task to be completed; and

(d) other FS Tasks which remain incomplete,

provided that Fujitsu Services shall use reasonable endeavours to
redeploy any resources allocated to that FS Task throughout the period
of delay so as to minimise that period of extension.

Fujitsu Services shall revise the HNG-X T&M Budget for completing each
of its delayed FS Tasks to the extent reasonably necessary to reflect:

(a) any additional work required; and/or

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13.5.4

13.5.5

13.5.6

(b) additional resource required to be allocated to that FS Task,

for it to be completed within the period of extension described in
paragraph 13.5.2, provided that Fujitsu Services shall use reasonable
endeavours to redeploy any resources allocated to that FS Task
throughout the period of delay.

The length of the time extensions to FS Tasks in accordance with
paragraph 13.5.2 shall require written agreement at HNG-X Authority
Level 1 (such agreement not to be unreasonably withheld by either Party)
and shall take effect immediately subject to written confirmation at HNG-
X Authority Level 2 (which shall be given or refused within one week of
such agreement).

If the Parties fail to reach such agreement at HNG-X Authority Level 1 or
HNG-X Authority Level 2, for the purposes of establishing the effective
ongoing HNG-X Programme Plan, Post Office shall be entitled to
determine on the basis of and taking into account the factors set out in
paragraph 13.5.2 the amount of time by which each delayed FS Task
shall be extended. Fujitsu Services shall work to that revised HNG-X
Programme Plan but shall be entitled to seek a further extension of time
for such FS Tasks through the dispute resolution process referred to in
paragraph 13.5.6.

Disputes as to:

(a) whether or to what extent a Default by Fujitsu Services or some
other failure has caused an FS Task to be delayed;

(b) the amount by which the time for an FS Task should be
extended; or
(c) the increase (if any) to the HNG-X T&M Budget to reflect the

additional work or resource required to complete a delayed or
extended FS Task,

shall be referred for resolution at the Executive Review level of the DRP
and if not resolved shall (unless the Parties agree otherwise) be
escalated further in accordance with the DRP.

13.6 Notwithstanding anything to the contrary in Clauses 57 and 68, written
agreements and confirmations referred to in paragraphs 13.1 to 13.5 may be
effected by written agreement including, without limitation, email exchange or
agreed meeting minutes.

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14. OFFSHORE DEVELOPMENT

14.1 Appointment and Induction of Offshore Development Partner

14.1.1

14.1.2

14.1.3

14.1.4

14.1.5

Fujitsu Services has appointed Zensar Technologies UK Limited as an
HNG-X Sub-contractor, in the role of offshore development partner (the
“Offshore Development Partner”). This paragraph 14 sets out the
circumstances in which Fujitsu Services may use the Offshore
Development Partner, its management of the Offshore Development
Partner and Post Office’s role in that process. It is without prejudice to
Fujitsu Services obligations under Clause 58.2.

Fujitsu Services will agree the appointment, by the Offshore
Development Partner, of a Fujitsu Services' Offshore Project Manager
and a Fujitsu Services' Offshore Design Authority to oversee the Offshore
Development Partner's contribution to HNG-X Development work. These
appointments will be notified to Post Office by Fujitsu Services as soon
as reasonably practicable.

Fujitsu Services will ensure that the Fujitsu Services' Offshore Project
Manager and the Fujitsu Services' Offshore Design Authority appointed
by the Offshore Development Partner have a full understanding of both
the technical solution proposed and the business environment within Post
Office sufficient to fulfil Fujitsu Services’ obligations in respect of offshore
activities.

The Fujitsu Services' Offshore Project Manager and the Fujitsu Services’
Offshore Design Authority will ensure that such induction information is
communicated within the Offshore Development Partner's teams through
mandatory briefings and a record will be maintained to demonstrate all
individuals have received this communication. Post Office will agree the
content of this communication in advance, such agreement not to be
unreasonably withheld.

The Parties will agree Post Office’s involvement in the activities, including
any support to be provided to Fujitsu Services, set out in paragraphs
14.1.3 and 14.1.4, such agreement not to be unreasonably withheld by
either Party.

14.2 Use of Offshore Development Partner

14.2.1

Fujitsu Services will propose which components of the solution are to be
produced offshore on a case-by-case basis and which aspects of
development (design, development, test) are to be produced by the
Offshore Development Partner. Fujitsu Services shall provide reasonable
notice to Post Office to consider such proposals and shall seek Post

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14.2.2

14.2.3

14.2.4

Office agreement to these proposals before they are implemented, such
agreement not to be unreasonably withheld. The decision to offshore the
development of a component will be based on information that will
include architectural considerations, skills availability, development
knowledge, support constraints and security measures.

Before Fujitsu Services proposes to Post Office, pursuant to paragraph
14.2.1, that any HNG-X Development work be undertaken by the
Offshore Development Partner, Fujitsu Services shall, at no cost to the
Post Office, carry out an assessment of the potential risks involved in
such work being undertaken offshore by the Offshore Development
Partner. Such assessment shall consider any potential risks arising from
the physical, logical and management security standards to be followed
by the Offshore Development Partner in undertaking such work.

Fujitsu Services shall disclose to Post Office (a) the results of the
assessment referred to in paragraph 14.2.2 and (b) details of the
processes, procedures, systems and controls it has or intends to put in
place to address the risks identified in that assessment. The
commencement of any offshore HNG-X Development work by the
Offshore Development Partner shall be conditional on Post Office
confirming to Fujitsu Services that it is satisfied with such assessment
and such processes, procedures, systems and controls.

Fujitsu Services will enter into contractual arrangements with the
Offshore Development Partner that will entitle it to require the Offshore
Development Partner to put in place the following security measures in
respect of any HNG-X Development work undertaken by it offshore:

(a) physically isolating the Offshore Development Partner's
development environment for HNG-X Development from other
areas, with access restricted to only those resources of the
Offshore Development Partner who are carrying out such
activities; and

(b) isolating the Offshore Development Partner's networks for such
development environment from other areas and other networks
including data security, network security, server security,
document security and web security.

As a result of an assessment conducted pursuant to paragraph 14.2.2 or
otherwise, the Parties may agree in writing that the Offshore
Development Partner implement the measures referred to in this
paragraph in relation to HNG-X Development work. As part of any such
agreement, the Parties shall also agree any additional charges to be paid
by Post Office for those measures, such charges to reflect any additional
costs incurred by the Offshore Development Partner in implementing
those measures.

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14.2.5

14.2.6

14.2.7

Fujitsu Services shall be responsible for ensuring that the Offshore
Development Partner implements and observes any security measures
disclosed to Post Office pursuant to paragraph 14.2.3 (to the extent they
are relevant to the Offshore Development Partner) or agreed by the
Parties pursuant to paragraph 14.2.4. Other than as referred to in
paragraph 14.2.4, the cost of such security measures shall be borne by
Fujitsu Services.

The requirements for the components of the solution that are to be
developed offshore will be passed to the Offshore Development Partner
under the control of the Fujitsu Services’ ‘Requirements and Acceptance’
team, in accordance with established Project HNG-X practice. The
Fujitsu Services' Offshore Design Authority will actively participate in the
review, interpretation and assurance of these requirements. Fujitsu
Services will arrange reviews involving the Fujitsu Services Design
Authority, the Fujitsu Services' Offshore Design Authority and the Post
Office Design Authority where it believes significant clarification or better
understanding of an HNG-X Requirement is needed. Post Office may
request Fujitsu Services to arrange such a review if it reasonably
believes a review to be necessary for specific HNG-X Requirements.

The independent testing stages of Project HNG-X will be supported by
the Offshore Development Partner's personnel working on and offshore
and it is anticipated that there will be regular contact with the joint Post
Office and Fujitsu Services testing team with respect to offshore
developed technology where this touches the business/user environment.
Aseries of two way visits is envisaged.

14.3 Programme Management of Offshore development

14.3.1

14.3.2

14.3.3

Fujitsu Services has appointed the Fujitsu Services Project Manager,
who is a senior project management professional, to oversee the
relationship with the Offshore Development Partner to ensure that
synergy with the programme is maintained and pro-actively managed.
The Fujitsu Services Project Manager will ensure all risks associated with
the offshore development are managed, such risks and their associated
action plans to be shared with Post Office.

Offshore activities will be included within the HNG-X Programme Plan
(Levels 1, 2 and 3) and weekly time recording will be supported within
Fujitsu Services’ standard RTR toolset, in accordance with agreed
reporting processes for Project HNG-X. Offshore activities will be
included within Project HNG-X reporting in accordance with this Schedule
B6.2.

Fujitsu Services will hold all offshore generated artefacts within the
nominated repositories for Project HNG-X and knowledge share will be

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14.3.4

14.3.5

14.3.6

15. ASSO'

15.1 The fol

supported by the continued involvement of offshore staff within their
respective programme communities (design, development and test).

Fujitsu Services will ensure that all risks and issues that originate or are
identified offshore are managed through the appropriate programme
registers and processes. Such risks and issues will be made visible to
Post Office who will be invited to participate in their resolution.

Fujitsu Services will work with the Offshore Development Partner to put in
place measures, equivalent to those set out at Clause 41 (Fujitsu
Services Key Personnel) of this Agreement, aimed at ensuring that the
Fujitsu Services’ Offshore Project Manager and the Fujitsu Services’
Offshore Design Authority are retained as key personnel.

For the avoidance of doubt, the Offshore Development Partner's
compliance with the provisions of this paragraph 14 and its performance
of any of Fujitsu Services’ obligations under this Agreement shall be
subject to the same rights of audit as if those obligations were performed
by Fujitsu Services and Fujitsu Services shall ensure that the Offshore
Development Partner maintains Records and cooperates with, and
provides assistance and information in relation to, any audit, in each case
in accordance with Clause 25 (Audit).

CIATED DOCUMENTS.

lowing CCDs are associated with this Schedule B.6.2:

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Document Reference Document Title

REQ/CUS/BRS/0001 Postal Services Business and Operational
Context

TST/GEN/STG/0002 Testing Approach for HNG-X

15.2 There

are no CRDs associated with this Schedule B6.2.

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ANNEX 1
HNG-X PROGRAMME PLAN: LEVEL 3 ELEMENTS

For illustrative purposes only) For the avoidance of doubt, the latest agreed plan is
at Schedule B5 Annex 1 Part 2.

C:\Docurrents and
Settings\vd02\Desktc

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ANNEX 2
DEVELOPMENT RULES
DEFINITIONS

For the purposes of this Annex only, the following terms shall have the following meanings:

Clean Room means the separate operational environment
where the Clean Room Team will work during
the development lifecycle for production of the
Clean Room Outputs;

Clean Room Outputs means the Ul and CSRDE outputs for the
HNG-X business application developed by
Fujitsu Services in the Clean Room;

Clean Room Rules means the set of operational processes and
practices used by the Clean Room Team to
work on the Clean Room Outputs as set out in
Section C of this Annex;

Clean Room Team means all individuals engaged on Project
HNG-X by Fujitsu Services who are based in
the Clean Room;

Fujitsu Filter Team means the identified individuals in the General
Development Team (and outside the Clean
Room) responsible for the interface with the
Clean Room Team;

General Development Team means all individuals engaged on Project
HNG-X by Fujitsu Services who are involved in
the creation or use of IPR; and

General Development Team Rules means the rules set out in Section B of this
Annex.

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4.1

1.2

1.3

24

2.2

2.3

24

25

SECTION A: GENERAL
BACKGROUND

Fujitsu Services does not intentionally engage in the production of software or
systems which unlawfully copy the proprietary works of others. Nor does it
intentionally misuse confidential information to assist such production.

In addition Fujitsu Services takes appropriate steps to ensure the potential risk of
inadvertent copying of proprietary works is minimised.

As a result of Post Office’s business decisions not to continue using the parts of
the current Horizon systems from Fujitsu Services’ existing subcontractor there is a
possibility that Fujitsu Services will be required to produce evidence that the
replacement software did not benefit either from the unlawful copying by Fujitsu
Services of proprietary material or the misuse of third party confidential
information.

APPROACH

This document sets out the approach agreed between Fujitsu Services and Post
Office:

2.1.1 to control the risk of infringement of third party rights during the
development of HNG-X; and

2.1.2 to enable Fujitsu Services to demonstrate that Fujitsu Services design and
code outputs are based upon the HNG-X Requirements not the unlawful
copying or misuse by Fujitsu Services of third party rights in existing
systems.

The use of the Clean Room is to produce Clean Room Outputs based only on the
Post Office’s HNG-X Requirements and not created as a result of any unlawful
copying or misuse by Fujitsu Services of third party rights in existing systems.

Post Office acknowledges that it has a role to play to assist Fujitsu Services in
avoiding the risk of infringement of that third party IPR and Section D of this Annex
sets out details of the actions and responsibilities of Post Office in this respect.

The rules applicable to the Clean Room are not intended to replace those
applicable to the General Development Team. The General Development Team
Rules shall unless modified by the Clean Room Rules also apply to the Clean
Room Team.

Neither the Clean Room Rules nor the General Development Team Rules shall
replace Fujitsu Services’ other applicable general development or quality
assurance obligations. Rather the Clean Room Rules and the General
Development Team Rules are intended to bring specific focus and awareness in

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3.41

3.2

44

4.2

4.3

5.1

5.2

5.3

areas where these need to be modified or augmented to meet identified risks of
IPR infringement.

SCOPE

The Parties have agreed that where there are real risks of actual IPR infringement
Fujitsu Services shall put in place a system where part of its team (the “Clean
Room Team’) will work in isolation to prevent such infringement.

For the purpose of this Annex the additional rules applicable to the Clean Room
Team are called the Clean Room Rules.

SECTION B: GENERAL DEVELOPMENT TEAM RULES
GENERAL

These rules apply to all of the activities undertaken by Fujitsu Services for Post
Office involving the creation or use of IPR.

General Development Team shall not use, copy or adapt (from any other
programming language) or reverse engineer any third party proprietary software or
software tool (and its related documentation) unless they have first satisfied
themselves that:

4.2.1 they know the origin of the same; and

4.2.2 Fujitsu Services is licensed or otherwise authorised to make use of such
IPR in this way.

For the avoidance of doubt in respect of the General Development Team there
shall be no separation physical or functional outside the Clean Room of ongoing
maintenance and other work in respect of Horizon and the development of HNG-X.

INDIVIDUALS ENGAGED

Members of the General Development Team (other than the Clean Room Team)
may have background knowledge of Horizon and access to Horizon code and
Escher APIs.

All members of the General Development Team shall have been briefed
appropriately on the General Development Team Rules and of the need to ensure
that all contact with the Clean Room Team is through the Fujitsu Filter Team.

Adherence by the General Development Team to the General Development Team
Rules shall be through normal supervision by Fujitsu Services line management.

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7A

7.2

9.1

9.2

9.3

RECORDS

The General Development Team shall maintain such records as are required
through its normal development procedures and good industry practice.

AUDIT AND COMPLIANCE

Fujitsu Services will implement appropriate controls to check compliance with the
General Development Team Rules through its management organisation

Compliance with the General Development Rules and the Clean Room Rules shall
be subject to the standard Fujitsu Services’ company quality audit procedure.

CHANGES TO THE GENERAL DEVELOPMENT TEAM RULES

Fujitsu Services shall retain the ability to control changes to the General
Development Team Rules and to modify and update such General Development
Team Rules provided any such changes are good industry practice.

SECTION C: CLEAN ROOM RULES
IDENTIFYING THE NEED FOR A CLEAN ROOM PROCESS

Fujitsu Services does not intend to unlawfully copy third party proprietary material
included in the existing Horizon system or otherwise.

To ensure that this is not done inadvertently and to assist in proving that the
development of HNG-X took place lawfully Fujitsu Services shall ensure that work
or parts of work needed to create certain HNG-X elements are performed by
Fujitsu Services under Clean Room Rules by a separate development team
located in a Clean Room with inputs and outputs suitably monitored and recorded.

In order to avoid any infringement or risk of infringement the following elements of
the project need to be created in the separate environment to which these Clean

Room Rules shall apply:

A. Work to create UI Clean Room Outputs

. UI Construct Catalogue to create new constructs defined by UI Clean
Room Team;

° Ul Prototypes for use in Usability Trials;

. HNG-X Style Guide being the final formal documentation of Ul Clean

Room Outputs; and

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9.4

10.

10.1

10.2

10.3

10.4

B. Work to create CSRDE Clean Room Outputs

. Carrier Services technical data model, including schema, to meet the
Postal Services Requirements;

. CSRDT,
. the design of the user interface for using the CSRDT; and
. the design and prototype of the code to access the CSRDE from the

Postal Services Functional Requirements.

The Parties will jointly keep under review through the governance arrangements
set out in Schedule A2 and the Change Control Procedure and Work Ordering
Procedure the risks of infringement of any other aspects or third party rights and
the action required including the creation of Clean Room conditions for such
additional elements.

CLEAN ROOM TEAM

Fujitsu Services shall make arrangements for the creation at a location physically
separated from its main development team of a group (initially eight to ten people)
who will be responsible for creating the Ul and CSRDE Clean Room Outputs.

Fujitsu Services shall ensure that the development personnel in the Clean Room
Team are selected by Fujitsu Services so as to avoid the use of individuals with
prior knowledge of any relevant third party materials and software. For the HNG-X
Ul Clean Room process Fujitsu Services shall select only those personnel who
have not had significant experience of, or any access to the source materials of,
the existing Horizon UI. For the CSRDE Clean Room process, Fujitsu Services
shall select only those personnel who have not had significant experience of, or
any access to the source materials of, the existing Escher Mails data editor.
Members of the Clean Room Team shall be requested to confirm that they have
not had such experience or access.

After their selection, Fujitsu Services shall ensure that the Clean Room Team shall
not have any access to any relevant third party materials and software used in the
Horizon system. For the HNG-X UI Clean Room process, Fujitsu Services shall
ensure that the relevant personnel shall continue not to have access to the source
materials of the existing Horizon UI. For the CSRDE Clean Room process, Fujitsu
Services shall ensure that the relevant personnel shall continue not to have access
to the existing Escher Mails data editor.

Fujitsu Services shall ensure that members of the Clean Room Team do not have
knowledge of or access to any relevant Escher materials and software (including
the source materials) and that they do not attempt to obtain such knowledge or
access.

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10.5

10.6

10.7

11.

Fujitsu Services shall restrict access by Clean Room Team to personnel outside of
the Clean Room whether in General Development Team or elsewhere that might
have such knowledge or materials so that the isolation of the Clean Room Team
does not become ineffective.

Fujitsu Services shall make and keep suitable records of the input of information
software and materials to the Clean Room.

Each member of the Clean Room Team shall be responsible for keeping suitable
personal records of their Clean Room activity.

FUJITSU FILTER TEAM

Communication with the Clean Room Team shall be via a nominated set of
individuals (the “Fujitsu Filter Team”) external to the Clean Room Team who shall
be responsible for recording and vetting of inputs to the Clean Room Team.

All communication between the Clean Room Team and either Post Office or the
remainder of the HNG-X development team shall be controlled by a Fujitsu Filter
Team. The responsibility of the Fujitsu Filter Team is to ensure that the terms of
reference for the Clean Room Team are not inadvertently compromised by the
inputs to it.

The Fujitsu Filter Team consists of a senior technical manager appointed by the
Fujitsu Services' HNG-X Programme Manager along with one or more assistants.
The Fujitsu Filter Team is part of the HNG-X project team outside the Clean Room
Team, and is responsible for the following:

11.3.1 Production of the Terms of Reference for the UI and Postal Services
(CSRDE) Clean Room Teams, including synopsis / contents list for the UI
Style Guide, Counter Architecture and Interfaces;

11.3.2 Identification of individual Process Steps from the sample Post Office
Business Use Cases for prototyping of UI scenarios and CSRDE specific
Process Steps;

11.3.3 Recording and review of other Post Office and Fujitsu Services’ inputs to
the Clean Rooms;

11.3.4 Communicating any Fujitsu Services feedback to the Clean Room Team
and ensuring any feed back provided to the Clean Room Team relates only
to the above referenced inputs to the Clean Room and not to replication of
existing systems;

The Fujitsu Filter Team shall also raise any issues of concern, or refer any such
issues raised by the Clean Room Team to Fujitsu Services’ legal advisers.

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11.5

12.1

12.2

12.3

12.4

12.5

All feedback correspondence originating from Fujitsu Services or Post Office
should include an identifier which clearly identifies the correspondence as
containing feedback intending to lead to a change in the outputs of the Clean
Room Team.

Fujitsu Services shall from time to time inform Post Office of the members of the
Fujitsu Filter Team and shall promptly upon each change to the Fujitsu Filter Team
personnel inform Post Office of that change.

SECTION D: RELATED POST OFFICE OBLIGATIONS

Post Office shall prepare its HNG-X Requirements in a format that where
reasonably possible avoids dictating a specific solution or design which in the
reasonable opinion of Post Office might infringe third party IPR.

Post Office shall as soon as reasonably practicable respond to reasonable
requests for information from Fujitsu Services aimed at establishing the bona fides
of any source of its HNG-X Requirement.

Post Office shall ensure that all its inputs for the Clean Room Team are submitted
via the Fujitsu Filter Team.

Post Office shall (at Fujitsu Services’ cost) take all steps reasonably requested by
Fujitsu Services to assist Fujitsu Services in establishing and operating its General
Development Team Rules or Clean Room Rules but only to the extent such steps
relate to the actions of Post Office’s employees, agents or contractors under this
Agreement.

Post Office shall as soon as reasonably practicable notify Fujitsu Services of any
matters which come to its attention that might reasonably result in a breach by
Fujitsu Services of the General Development Team Rules or Clean Room Rules.

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Version History

SCHEDULE B6.3

HNG-X ACCEPTANCE PROCESS

Version No. Date Reason for Issue

1.0 31/08/06 Agreed version as at date of signature of CCN1200

14 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 24/12/09 Applying changes as per CCN 1268

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 Moving all Schedules to V13.0

Schedule B6.3 Version 13.0

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SCHEDULE B6.3
HNG-X ACCEPTANCE PROCESS
1. INTRODUCTION
11 The purpose of this Schedule is to describe a clear, agreed process that enables

241

2.2

objective confirmation (or otherwise) of the fulfilment of Fujitsu Services’ delivery
obligations in respect of Project HNG-X and certain of the Associated Change Activities.

The process includes a mechanism for managing any and all rectification activities
identified in order to complete the fulfilment of any HNG-X Acceptance Criteria that have
not been met.
DEFINITIONS

Acceptance

2.1.1. The HNG-X Acceptance Process will enable Post Office and Fujitsu Services to
provide:

2.1.1.1 confirmation that the deliverables are fit to proceed to the next stage in
the HNG-X Acceptance Process; and

2.1.1.2 confirmation that Fujitsu Services has met the HNG-X Requirements,
and any related contractual obligations, in an agreed manner.

2.1.2 HNG-X Initial Acceptance will be achieved on progressing through HNG-X
Acceptance Gateway 4.

2.1.3 HNG-X Final Acceptance will be achieved once all HNG-X Acceptance
Gateways have been passed through.

HNG-X Acceptance Process Stages

2.2.1 A series of HNG-X Acceptance Gateways exists for the HNG-X Acceptance
Process. The HNG-X Acceptance Gateways are each numbered but such
numbering does not imply that the HNG-X Acceptance Gateways must be
achieved in strict sequential order. The series of numbered HNG-X Acceptance
Gateways for HNG-X is stated below, with the corresponding “Z#” point (as
defined in Schedule B5) stated alongside:

2.2.1.1 HNG-X Acceptance Gateway 1 - Readiness for Router Roll Out
(Acceptance Point Z1);

2.2.1.2 HNG-X Acceptance Gateway 2 - Readiness for Data Centre Migration;

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2.2.2

2.2.3

2.2.4

2.2.5

2.2.1.3 HNG-X Acceptance Gateway 3 — Readiness for Live Pilot (Acceptance
Point Z2);

2.2.1.4 HNG-X Acceptance Gateway 4 — Readiness for Branch Migration
(Acceptance Point Z3);

2.2.1.5 HNG-X Acceptance Gateway 5 is not used.
2.2.1.6 HNG-X Acceptance Gateway 6 — End of Live Monitoring.

HNG-X Acceptance Gateways 1 and 2 must both be passed through as pre-
requisites for passing through HNG-X Acceptance Gateway 3. HNG-X
Acceptance Gateways 1 and 2 may be passed through in any order (the actual
order to be agreed and documented in the HNG-X Programme Plan).

Not Used.

A series of HNG-X Acceptance Process Stages exist, delineated by specific
HNG-X Acceptance Gateways as follows:

2.2.4.1 HNG-X Acceptance Process Stage “Test and Validation” is from delivery
of the agreed HNG-X Acceptance Plan to HNG-X Acceptance Gateway
3;

2.2.4.2 HNG-X Acceptance Process Stage “Live Pilot” is from HNG-X
Acceptance Gateway 3 to HNG-X Acceptance Gateway 4; and

2.2.4.3 HNG-X Acceptance Process Stage “Live Monitoring” is from HNG-X
Acceptance Gateway 4 to HNG-X Acceptance Gateway 6.

The HNG-X Acceptance Gateways and the HNG-X Acceptance Process Stages
can be represented diagrammatically as follows (HNG-X Acceptance Gateways
depicted as “AG”):

AG1

AG5

LIVE
AG3 AG6 > RUNNING

AG2

AG4 FINAL
ACCEPTANCE

INITIAL
ACCEPTANCE

Test & Live Live Live

Validation’ Pilot ‘Monitoring Running

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2.3

2.2.6 The HNG-X Acceptance Plan documents, inter alia, all the HNG-X Acceptance

2.2.7

Criteria and when they need to be achieved by. The HNG-X Acceptance
Process from AG4 to HNG-X Final Acceptance will be managed for Fujitsu
Services by its Post Office Account Service Management team.

‘The Fujitsu Services’ Post Office Account Service Management team will
support the Fujitsu Services Acceptance Manager throughout the Live Pilot
stage by managing the provision of acceptance evidence in support of those
HNG-X Acceptance Criteria with the Acceptance Method of HNG-X Monitoring.

HNG-X Acceptance Criterion

2.3.1

An HNG-X Acceptance Criterion is a clear, objective and unambiguous
statement against which fulfilment (with supporting evidence) of an HNG-X
Requirement using an HNG-X Acceptance Method can be determined. There
will be one HNG-X Acceptance Criterion against each instance of an allocated
HNG-X Acceptance Method. There may be HNG-X Requirements that are, in
themselves, measurable and unambiguous. In such cases, the HNG-X
Acceptance Criterion may be marked ‘as per the HNG-X Requirement’. Where
the HNG-X Requirement is expressed as a Use Case, the HNG-X Acceptance
Criterion will be the fulfilment of the Use Case pre-conditions and post-
conditions or, subject to agreement between the HNG-X Acceptance Managers,
the HNG-X High Level Test Plans as detailed in the Test Automation Toolset and
associated with the relevant HNG-X Requirement, except where explicitly
stated.

2.3.2 HNG-X Acceptance Criteria will be documented by Post Office in DOORS and

extracted by Post Office into the HNG-X Requirements Catalogue at appropriate
points during Project HNG-X, including at the date of signature of CCN1200 and
at the end of the Requirements Stage.

2.3.3. Fujitsu Services is responsible for producing, within the timescale agreed

between the Parties, evidence to demonstrate that the relevant HNG-X
Acceptance Criterion has been met.

2.3.4 Further details of the presentation and status of HNG-X Acceptance Criteria are

set out in the table below:

HNG-X ACCEPTANCE
CRITERIA FOR:

Functional

Requirements (general)

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Development approach
for HNG-X Acceptance
Criteria

Functional Requirements will be specified through Use
Cases.

Use Cases in themselves will not have HNG-X
Acceptance Methods and HNG-X Acceptance Criteria
as they are at a different level of specification and form
the starting point for test scripts. However, Use Cases
will each contain pre-conditions, minimal guarantees
and success guarantees, i.e. what is required to be true
before the Use Case is activated and what is expected
after the Use Case has been activated for both the main
flow and any variant paths.

Acceptance of each Use Case will therefore be fulfilled
when all paths have been exercised, and the pre-
conditions, minimal guarantees and success guarantees
or, subject to agreement between the HNG-X
Acceptance Managers, the tests associated with the
relevant HNG-X High Level Test Plan, have been met.
At the end of the Requirements Stage these will be
described within DOORS, and a_ version-controlled
extract will be provided by Post Office in the HNG-X
Requirements Catalogue, version 1. Further version-
controlled extracts shall be provided by Post Office
following any amendments to, or re-issuing of, HNG-X
Requirements in accordance with Schedule B6.1.

Position at the date of
signature of CCN1200

HNG-X Acceptance Criteria not available.

Functional
Requirements (Retained
Functionality)

Development approach
for HNG-X Acceptance
Criteria

Certain Functional Requirements will be expressed as
Retained Functionality Use Cases which are agreed not
to require main, variant and exception paths. They will
contain, as a minimum, a goal and a description and in
some cases more detail relating to Business Rules and
usage. Acceptance of these Retained Functionality Use
Cases will, as a minimum, be via the HNG-X
Acceptance Methods of HNG-X Solution Test and/or
HNG-X Release Validation and will require traditional
narrative HNG-X Acceptance Criterion statements or,
subject to agreement between the HNG-X Acceptance
Managers, HNG-X High Level Test Plans to be jointly
developed by Post Office and Fujitsu Services which

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shall reference existing Horizon test materials where
relevant.

Development of HNG-X Acceptance Methods and HNG-
X Acceptance Criteria will not be complete for Retained
Functionality Use Cases by the end of the
Requirements Stage. These will be agreed by the joint
test teams following the end of the Requirements Stage
and, following such agreement, will be included in any
subsequent versions of the Requirements Baseline
issued by Post Office to Fujitsu Services.

Position at the date of
signature of CCN1200

HNG-X Acceptance Criteria not available.

Functional
Requirements (Postal
Services)

Development approach
for HNG-X Acceptance
Criteria

The approach to acceptance for Postal Services will be
as described for Functional Requirements (general)
except where HNG-X Requirements are provided in
narrative form and have narrative HNG-X Acceptance
Criteria.

Position at the date of
signature of CCN1200

The scope of Postal Services and the materials to be
provided at contract will be described in the CCD
entitled “Postal Services Business and Operational
Context” (REQ/CUS/BRS/0001).

Trai

ing Requirements

Development approach
for HNG-X Acceptance
Criteria

High level pre-contract HNG-X Acceptance Methods
and HNG-X Acceptance Criteria (in narrative form) to
support high level training requirements have been
created. These will be further developed after the date
of signature of CCN1200.

The position at the end of the Requirements Stage will
be that updated HNG-X Acceptance Criteria and HNG-X
Acceptance Methods will be provided by Post Office
within DOORS. A version-controlled extract will be
provided by Post Office in the HNG-X Requirements
Catalogue, version 1. Further version-controlled extracts
shall be provided by Post Office following any
amendments to, or re-issuing of, HNG-X Requirements
in accordance with Schedule B6.1

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Position at the date of HNG-X Acceptance Methods and HNG-X Acceptance
signature of CCN1200 Criteria will be provided by Post Office within the HNG-X
Requirements Catalogue Draft at Contract. The HNG-X
Requirements Catalogue Draft at Contract will identify
which of these HNG-X Acceptance Methods and HNG-X
Acceptance Criteria have and have not been agreed
between the Parties at the date of signature of
CCN1200. Any such HNG-X Acceptance Methods and
HNG-X Acceptance Criteria not so agreed will be
documented as areas for agreement and detailed work
after the date of signature of CCN1200.

The User Interface

Development approach The functionality required to be supported by the HNG-
for HNG-X Acceptance X User Interface will be derived from the Functional
Criteria Requirements generated through the Requirements
Definition Process. No HNG-X Acceptance Criteria or
HNG-X Acceptance Methods are required to additionally
and specifically accept these HNG-X Requirements in
terms of their presence within the HNG-X User Interface
as this is a fundamental pre-requisite to testing for
acceptance of the Functional Requirement.

Non-functional HNG-X Requirements for the HNG-X
User Interface will be created in the traditional narrative
style and will include HNG-X Acceptance Criteria and
HNG-X Acceptance Methods. A high level view of the
acceptance events which relate to these HNG-X
Requirements are described in the CCD entitled
“Establishing and Assuring the HNG-X User Interface”
(REQ/GEN/PRD/0001).

Position at the date of HNG-X Acceptance Criteria not available and not
signature of CCN1200 required.

System Capacity and Performance; Migration and Implementation; Operational and
Support Services; Design and Architecture; Security; Development; and Testing
Requirements

Development approach HNG-X Acceptance Methods and HNG-X Acceptance
for HNG-X Acceptance Criteria are being created for all HNG-X Requirements.

Criteria The position at the end of the Requirements Stage will

be that updated HNG-X Acceptance Criteria and HNG-X
Acceptance Methods will be provided by Post Office
within DOORS. A_version-controlled_extract_will_be

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provided by Post Office in the HNG-X Requirements
Catalogue, version 1. Further version-controlled extracts
shall be provided by Post Office following any
amendments to, or re-issuing of, HNG-X Requirements
in accordance with Schedule B6.1.

Position at the date of HNG-X Acceptance Methods and HNG-X Acceptance
signature of CCN1200 Criteria will be provided by Post Office within the HNG-X

Requirements Catalogue Draft at Contract. These HNG-
X Acceptance Methods and HNG-X Acceptance Criteria
will not have been agreed between the Parties at the
date of signature of CCN1200 and will be areas for
agreement and detailed work after that date.

2.4 HNG-X Acceptance Methods

2.4.1

2.4.3

2.4.4

HNG-X Acceptance Methods are an agreed set of pre-defined techniques by
which HNG-X Requirements can be objectively measured as fulfilled or not,
each against one or more agreed HNG-X Acceptance Criteria. HNG-X
Acceptance Methods are described in more detail at Annex C to this Schedule.

2.4.2 In general, an HNG-X Requirement will be allocated one or more HNG-
X Acceptance Methods. The objectives in allocating HNG-X Acceptance
Method(s) to HNG-X Requirements are to progress toward overall HNG-
X Final Acceptance as efficiently as possible, but subject to also being
able to identify and resolve defects (non-compliances) as early as
possible in the HNG-X Acceptance Process, to reduce overall
development costs and risks.

In summary, the relationships are:

2.4.3.1 each HNG-X Requirement will have one or more HNG-X Acceptance
Methods; and

2.4.3.2 each HNG-X Acceptance Method for an HNG-X Requirement will have
one HNG-X Acceptance Criterion.

The agreed HNG-X Acceptance Method(s) allocated against each HNG-X
Requirement will be documented by Post Office in DOORS and extracted by
Post Office into the HNG-X Requirements Catalogue.

25 HNG-X Acceptance Tracking

2.5.1

HNG-X Acceptance Tracking will be achieved through the production of a single
HNG-X Acceptance Tracking report that will be initially derived from the HNG-X

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2.6

27

2.8

Requirements. During the HNG-X Acceptance Process, the Acceptance status
of the HNG-X Requirements will be recorded in the Test Automation Toolset and
will be incrementally updated with the outcomes of the various activities that
form part of the HNG-X Acceptance Process.

2.5.2 The acceptance status of the HNG-X Requirements will be maintained by Post
Office and shared with Fujitsu Services.

HNG-X High Level Test Plans

HNG-X High Level Test Plans (HNG-X HLTPs) identify those functions and conditions
that are mapped against the HNG-X Acceptance Criteria and that are required to
support the HNG-X Acceptance Process. HNG-X HLTPs will be produced by Post Office
or Fujitsu Services in accordance with HNG-X Programme Plan and are subject to joint
review.

HNG-X Acceptance Incident

An HNG-X Acceptance Incident is raised when the HNG-X Acceptance Method fails to
prove that an HNG-X Acceptance Criterion has been met. HNG-X Acceptance Incidents
are classified according to Annex A to this Schedule.

HNG-X Minor Concession

Where the evidence fails to prove that an HNG-X Acceptance Criterion has been met,
Fujitsu Services may request Post Office to grant an HNG-X Minor Concession on the
basis that the failure of compliance or the deviation from the stated HNG-X Requirement
presents no adverse impact to Post Office. In all such cases a defect shall be raised and
if Post Office agrees to grant an HNG-X Minor Concession, details of the failure of
compliance or the deviation from the stated HNG-X Requirements shall be recorded by
Post Office and linked to the relevant HNG-X Requirement. Confirmation that all such
details have been recorded by Post Office shall allow the defect to be closed and the
HNG-X Requirements shall be deemed to have been satisfied providing that there are
no additional test(s) associated with the HNG-X Requirement that have either not been
tun or failed for a different reason.

Should Post Office refuse to grant an HNG-X Minor Concession, the failure of
compliance or deviation from the stated HNG-X Requirement shall be rectified through a
defect management process agreed by the HNG-X Acceptance Board.

Following the granting of an HNG-X Minor Concession, should Post Office identify any
unexpected consequences that have arisen as a direct result of an HNG-X Minor
Concession then they shall be treated as an incident, and a date for resolution and
rectification measures agreed through the HNG-X Acceptance Board, but will not be
classified as an HNG-X Acceptance incident for acceptance purposes. This shall apply
up until HNG-X Final Acceptance after which no further Incidents arising from any HNG-
X Minor Concessions shall be raised.

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2.9

2.10

3.1

The Post Office shall maintain a register of all HNG-X Minor Concessions and shall
periodically share with Fujitsu Services details of all HNG-X Minor Concessions that
have been granted.

HNG-X Acceptance Incident Collection

An HNG-X Acceptance Incident Collection is a facility in PEAK whereby fault reports
deemed to be HNG-X Acceptance Incidents will be grouped for management and
reporting purposes.

HNG-X Acceptance Dispute

For the purposes of the HNG-X Acceptance Process, an ' HNG-X Acceptance Dispute’
is defined in paragraph 7.1. An HNG-X Acceptance Dispute is not a Dispute in the
broader context of the overall Agreement between Post Office and Fujitsu Services.

HNG-X Acceptance Plan

The HNG-X Acceptance Plan will define which HNG-X Acceptance Criteria will be
assessed during which HNG-X Acceptance Process Stage. This plan will be produced
by the Post Office HNG-X Acceptance Manager and agreed by the Fujitsu Services’
HNG-X Acceptance Manager, such agreement not to be unreasonably withheld.

HNG-X ACCEPTANCE PROCESS

Roles and Responsibilities
3.1.1 HNG-X Acceptance Manager

The primary responsibility for managing the HNG-X Acceptance Process rests
with the HNG-X Acceptance Managers. This may be a specified
individual or, more likely, a role adopted by the respective HNG-X
Programme Managers.

3.1.2 HNG-X Acceptance Board

An HNG-X Acceptance Board will be nominated and the primary function of this
board shall be to assess and agree the acceptance status of the HNG-X
Acceptance Criteria associated with the relevant HNG-X Acceptance
Gateway. The Fujitsu and Post Office HNG-X Acceptance Managers
shall prepare material for assessment by the HNG-X Acceptance Board
from which the HNG-X Acceptance Board shall provide a
recommendation to the ‘Joint Release Authorisation Board’ concerning
progression through the relevant HNG-X Acceptance Gateway.

The HNG-X Acceptance Board shall be constituted, deal with matters and meet
at intervals as set out in Schedule A2.

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3.1.3

HNG-X Acceptance Dispute Board

An HNG-X Acceptance Dispute Board will be nominated and the primary
function of this board shall be to settle any HNG-X Acceptance Disputes that
cannot be resolved by the HNG-X Acceptance Managers. The HNG-X
Acceptance Dispute Board shall be constituted, deal with the matters and meet
at the intervals as set out in Schedule A2.

3.2 Changes to the Agreement

3.2.1

3.2.2

After the end of the HNG-X Requirements Baselining Process and prior to HNG-
X Final Acceptance, where either Party requests a change to any provision of
this Agreement relating to HNG-X Requirements or the HNG-X solution, the
Change Control Procedure will be followed and both Fujitsu Services and Post
Office will review the HNG-X Acceptance Criteria to determine whether any
changes are required. Such changes may include:

3.2.1.1 deletion of HNG-X Acceptance Criteria that were derived from deleted
provisions;

3.2.1.2 addition of new HNG-X Acceptance Criteria relating to new or extended
provisions; and/or

3.2.1.3 modification of HNG-X Acceptance Criteria relating to changed
provisions.

If changes are made to tests that are already in progress or have been
completed then, unless both Parties agree otherwise, or the results of those
changed tests can be derived from the results of tests already carried out, those
tests shall be repeated.

Within 60 days of Final Acceptance, Fujitsu Services shall present to Post Office
a CCN to incorporate all Minor Concessions continuing to have an impact after
Final Acceptance into the relevant requirements. This shall allow a clear
requirements baseline for the HNG-X Release.

4. PROGRESSING THROUGH THE HNG-X ACCEPTANCE PROCESS

441 Paragraph 2.2.4 identifies the three key stages during which the HNG-X Acceptance
Process takes place, namely Test and Validation, Live Pilot and Live Monitoring.
Progression from one stage to the next is controlled by an HNG-X Acceptance Gateway
that has to be passed through.

4.2 HNG-X Acceptance Gateways have parameters associated with them that are
configured to meet the specific arrangements agreed between Post Office and Fujitsu
Services. The parameters are:

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4.2.1 as detailed in paragraph 4.6;
4.2.2 the number and status of HNG-X High Severity Acceptance Incidents;
4.2.3 the number and status of HNG-X Medium Severity Acceptance Incidents; and
4.2.4 the number and status of HNG-X Low Severity Acceptance Incidents.

4.3 The three key HNG-X Acceptance Gateways controlling progression through the HNG-X
Acceptance Process Stages are HNG-X Acceptance Gateways 3, 4 and 6 respectively
as described in paragraph 4.5.

4.4 [NOT USED]

45 Achieving HNG-X Stage Progression and Progression through an HNG-X Acceptance

Gateway

4.5.1

From Test and Validation to Live Pilot (HNG-X Acceptance Gateway 3)

4.5.1.1 Progression through HNG-X Acceptance Gateway 3 shall occur once all

of the following have been satisfied:

(a) subject to paragraph 4.6, all the HNG-X Acceptance Criteria
allocated in the HNG-X Acceptance Plan to Test and Validation

have been achieved;

(b) activities leading to HNG-X Acceptance Gateway 1 (named
“Readiness for Router Roll-Out (Z1)” and HNG-X Acceptance
Gateway 2 (named “Readiness for Data Centre Migration”) must
be completed and these two HNG-X Acceptance Gateways
passed through in accordance with paragraph 4.5.4.2 as pre-
requisites to achieve HNG-X Acceptance Gateway 3. Failure to
progress through HNG-X Acceptance Gateway 1 and HNG-X
Acceptance Gateway 2 will not prohibit any other programme
activities from continuing prior to HNG-X Acceptance Gateway

3;

(c) there are no outstanding HNG-X High Severity Acceptance

Incidents;

(d) the number of outstanding HNG-X Medium Severity Acceptance
Incidents is five or fewer and an agreed workaround exists for

each of them; and

(e) there is an agreed workaround for all outstanding HNG-X Low
Severity Acceptance Incidents except for those which the

Parties agree do not require a workaround.

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4.5.1.2 Notwithstanding progression through HNG-X Acceptance Gateway 3 in
accordance with paragraph 4.5.1.1, Live Pilot shall not commence until
confirmation that it may do so is given in writing to Fujitsu Services by
the Post Office Release Authorisation Board.

4.5.2 Achieving HNG-X Initial Acceptance - From Live Pilot to Live Monitoring (HNG-X
Acceptance Gateway 4)

4.5.2.1 Achievement of HNG-X Initial Acceptance shall occur on progression
from Live Pilot to Live Monitoring once all of the following have been
satisfied:

(a) subject to paragraph 4.6, all HNG-X Acceptance Criteria
allocated in the HNG-X Acceptance Plan to Live Pilot have been
achieved;

(b) there are no outstanding HNG-X High Severity Acceptance
Incidents;

(c) the number of outstanding HNG-X Medium Severity Acceptance
Incidents is five or fewer;

(d) each HNG-X Medium Severity Acceptance Incident has an
agreed workaround and, subject to paragraph 6.4.2, an agreed
HNG-X Rectification Plan; and

(e) each HNG-X Low Severity Acceptance Incident has, subject to
paragraph 6.4.4, a target timescale for rectification and has an
agreed workaround except those for which the Parties agree
that such a workaround is not required.

4.5.2.2 Notwithstanding achievement of HNG-X Initial Acceptance in
accordance with paragraph 4.5.2.1, Live Monitoring shall not commence
until confirmation that it may do so is given in writing to Fujitsu Services
by the Post Office Release Authorisation Board.

4.5.3 Achieving HNG-X Final Acceptance (HNG-X Acceptance Gateway 6)

4.5.3.1 HNG-X Final Acceptance shall occur once all of the following have been
satisfied:

(a) the earliest planned date as specified in the HNG-X Programme
Plan for completion of Live Monitoring has occurred;

(b) subject to paragraph 4.6, all HNG-X Acceptance Criteria
allocated to Live Monitoring as set out in the HNG-X Acceptance
Plan have been achieved;

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(c) there are no outstanding HNG-X High Severity Acceptance
Incidents;

(d) the number of outstanding HNG-X Medium Severity Acceptance
Incidents arising from HNG-X Acceptance Criteria scheduled to
be achieved during Live Monitoring is two or fewer. For the
avoidance of doubt, this means that the total number of HNG-X
Medium Severity Acceptance Incidents at this HNG-X
Acceptance Gateway (including those outstanding from previous
HNG-X Acceptance Gateways) could be seven. However, this
total of seven would be reduced if any of the original HNG-X
Medium Severity Acceptance Incidents have been closed in
accordance with their agreed HNG-X Rectification Plans;

(e) each HNG-X Medium Severity Acceptance Incident has an
agreed workaround and, subject to paragraph 6.4.2, an agreed
HNG-X Rectification Plan; and

(f) each HNG-X Low Severity Acceptance Incident has, subject to
paragraph 6.4.4, a target timescale for rectification and has an
agreed workaround except those for which the Parties agree
such a workaround is not required.

4.5.4 Progressing through HNG-X Acceptance Gateways 1 and 2

4.5.4.1 Not Used.

4.5.4.2 Progression through HNG-X Acceptance Gateways 1 and 2 occur once

(a)

(b)

(d)

all of the following have been satisfied for the HNG-X Acceptance
Criteria allocated to achieving progression through the respective HNG-
X Acceptance Gateway:

subject to paragraph 4.6, all such HNG-X Acceptance Criteria have
been achieved;

there are no outstanding HNG-X High Severity Acceptance Incidents;

the number of outstanding HNG-X Medium Severity Acceptance
Incidents, together with any related HNG-X Rectification Plans or
agreed workarounds, are agreed between the Parties as being
acceptable to progress through the HNG-X Acceptance Gateway; and

the number of outstanding HNG-X Low Severity Acceptance Incidents,
together with any related HNG-X Rectification Plans or agreed
workarounds, are agreed between the Parties as being acceptable to
progress through the HNG-X Acceptance Gateway.

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46 Progressing to the Next Stage or through HNG-X Acceptance Gateways 1 and 2

4.6.1

4.6.2

4.6.3

4.6.4

4.6.5

If the Parties do not agree whether HNG-X Final Acceptance, HNG-X Stage
Progression or progression through HNG-X Acceptance Gateways 1 and 2 has
occurred, the matter will be resolved through the procedure described in
paragraph 7 for resolving HNG-X Acceptance Disputes.

If, following investigation by Fujitsu Services, an HNG-X Acceptance Incident is
found to have been caused solely by a fault or deficiency in anything other than
those elements of HNG-X provided by Fujitsu Services, it shall not count
towards the thresholds identified in paragraph 4.5.

HNG-X Acceptance Incidents that are agreed to result from the same failure or
deficiency, or to affect the same operational process or business function, may
be aggregated into a single HNG-X Acceptance Incident for the purposes of the
thresholds identified in paragraph 4.5.

The aggregation of two or more HNG-X Acceptance Incidents into a single
HNG-X Acceptance Incident shall be proposed by the Fujitsu HNG-X
Acceptance Manager and agreed by the Post Office HNG-X Acceptance
Manager, such agreement not to be unreasonably withheld.

If, other than as a result of a Default of Fujitsu Services, it is impossible for a
test to be carried out when scheduled in the HNG-X Acceptance Plan then that
test becomes known as a "Deferred Test". Deferred Tests will be carried out as
soon as reasonably practicable or at such later time as the Parties may agree
(which shall be no later than six months after HNG-X Final Acceptance)
provided that performance on that agreed date does not, other than as a result
of a Default of Fujitsu Services, become impossible (in which event the Deferred
Test shall be carried out as soon as reasonably practicable).

The non-occurrence of a Deferred Test at the time originally scheduled in the
HNG-X Acceptance Plan will not prevent HNG-X Stage Progression, HNG-X
Final Acceptance or progression through HNG-X Acceptance Gateways 1 and 2
each of which will be assessed on the basis of:

4.6.5.1 those tests scheduled to take place for that HNG-X Stage Progression,
HNG-X Final Acceptance or progression through HNG-X Acceptance
Gateways 1 and 2, as the case may be, which are not Deferred Tests;
and

4.6.5.2 those Deferred Tests which were originally scheduled to take place as
part of a previous HNG-X Stage Progression, HNG-X Final Acceptance
or progression through HNG-X Acceptance Gateways 1 and 2 and
which have been rescheduled in accordance with paragraph 4.6.4 to
take place for that HNG-X Stage Progression, HNG-X Final Acceptance
or progression through HNG-X Acceptance Gateways 1, 2 or 5.

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5.1

5.2

5.3

5.4

46.6 If, when a Deferred Test is carried out after HNG-X Final Acceptance, it is not
successfully completed, that failure shall not of itself constitute a Default under
the Agreement or entitle Post Office to raise an HNG-X Acceptance Incident.

4.6.7 Where a test that was originally scheduled to be carried out by Fujitsu Services
in the Solution Test Stage becomes a Deferred Test in accordance with
paragraph 4.6.4, the failure of Fujitsu Services to carry out that Deferred Test in
accordance with paragraph 4.6.4 shall constitute a Default under the
Agreement.

4.6.8 Other than as set out in paragraph 4.6.6, nothing in paragraph 4.6 shall reduce
or alter any obligations of Fujitsu Services under this Agreement.

HANDLING HNG-X ACCEPTANCE TESTING EVIDENCE

Evidence (including, without limitation, test results, test observations, data or other
information) provided by Fujitsu Services for review in relation to fulfilment of HNG-X
Acceptance Criteria ("HNG-X Acceptance Testing Evidence") shall by default be
available to all Post Office employees and contractors unless such evidence is:

5.1.1 Confidential Information, in which case disclosure shall be governed by the
provisions of Clause 61 of the Agreement; or

5.1.2 considered to be or categorised as sensitive in accordance with paragraphs 5.2
or 5.3 of this Schedule, in which case disclosure will be governed by those
provisions (as applicable).

HNG-X Acceptance Testing Evidence that can reasonably be considered to be
particularly sensitive because access to such information could compromise the security
of the HNG-X or other Post Office Services will be restricted to named employees or
contractors of Post Office who will be nominated by Post Office to review it on Post
Office's behalf. Access to the information will be in accordance with such reasonable
conditions as may be imposed by Fujitsu Services.

Subject to paragraph 5.4, HNG-X Acceptance Testing Evidence categorised by Fujitsu
Services (acting reasonably) as particularly commercially sensitive to Fujitsu Services
will only be disclosed to named employees or contractors of Post Office (such named
individuals to be approved by Fujitsu Services). Post Office will place such named
employees and contractors under a duty to keep confidential and not disclose Fujitsu
Services’ commercially sensitive information to any other person or Party without Fujitsu
Services’ prior written consent (which consent shall not be unreasonably withheld or
delayed).

Fujitsu Services will not be entitled to categorise any HNG-X Acceptance Testing
Evidence as commercially sensitive where that evidence solely reflects a visible
manifestation or result of the operation of the HNG-X System, as opposed to how the
HNG-X System achieves that manifestation or result.

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5.5 Sensitive information disclosed as HNG-X Acceptance Testing Evidence pursuant to
paragraphs 5.3 or 5.4 may also be disclosed by Post Office or Fujitsu Services to the
HNG-X Acceptance Board if such disclosure is necessary for the resolution of an HNG-
X Acceptance Dispute.

5.6 At Post Office's request Fujitsu Services will supply supporting evidence for the
completion of a test that can reasonably be regarded as necessary for Post Office to
validate whether the HNG-X Acceptance Criteria for that test have been met.

6. MANAGING HNG-X ACCEPTANCE INCIDENTS

6.1 Raising HNG-X Acceptance Incidents

6.1.1

6.1.4

An HNG-X Acceptance Incident will be raised by Fujitsu Services when the
HNG-X Acceptance Method used fails to prove that the HNG-X Acceptance
Criterion has been met. In addition, Fujitsu Services will report to Post Office
any material undesirable occurrences, which are not HNG-X Acceptance
Incidents, observed by it whilst conducting tests.

Post Office may raise an HNG-X Acceptance Incident whenever Post Office
becomes aware of evidence that (a) any of the occurrences referred to in
paragraph 6.1.1 have arisen (b) the HNG-X Acceptance Criteria are not being
met or (c) the introduction of changes arising from Project HNG-X and/or the
Associated Change Activities that are subject to the HNG-X Acceptance
Process has resulted or might reasonably be expected to result in the existing
Horizon Applications or the Horizon Service Infrastructure no longer functioning
or being performed (as the case may be) in accordance with the provisions of
the Agreement.

Where the HNG-X Requirements Catalogue or Annex 2 of Schedule B6.1
expressly states that the application will not permit specified functions or
activities or cause certain specified behaviour, and those functions, activities or
behaviour are observed to occur during testing of the application, then the
observing Party will (in the case of Fujitsu Services) or may (in the case of Post
Office) raise an HNG-X Acceptance Incident.

Following resolution of an HNG-X Acceptance Incident raised in accordance
with paragraph 6.1.1, 6.1.2 or 6.1.3, a further HNG-X Acceptance Incident can
be raised in accordance with paragraph 6.1.1 if the applicable functions,
activities or behaviour are observed to occur again.

Each Party will raise an HNG-X Acceptance Incident as soon as reasonably
practicable after becoming aware of such incident. However, HNG-X
Acceptance Incidents may not be raised in respect of any HNG-X Acceptance
Criteria before commencement of the testing or assessment of those HNG-X
Acceptance Criteria in accordance with the HNG-X Acceptance Plan. Once
HNG-X Final Acceptance has occurred no new HNG-X Acceptance Incidents

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may be raised. For the purposes of this paragraph a "new HNG-X Acceptance
Incident" means an HNG-X Acceptance Incident that occurs after the HNG-X
Final Acceptance Date or which occurs on or before that date, but is not
reported to Fujitsu Services before the HNG-X Final Acceptance Date. Once
HNG-X Initial Acceptance has occurred no additional HNG-X Acceptance
Incidents will be classified as HNG-X Acceptance Incidents in respect of HNG-X
Initial Acceptance.

An HNG-X Acceptance Incident manifests itself as one or more defects
originating from either the Test Automation Toolset or PEAK. Such defects will
be allocated to HNG-X Acceptance Incidents following review and agreement by
the HNG-X Acceptance Managers from both Parties.

A PEAK fault report that is allocated to the HNG-X Acceptance Incident
Collection can only be closed with the agreement of both HNG-X Acceptance
Managers.

If a dispute arises whereby the HNG-X Acceptance Managers cannot agree as
to the status of a defect associated with an HNG-X Acceptance Incident, the
matter will be escalated according to the procedure described in paragraph 7 for
resolving HNG-X Acceptance Disputes..

6.2 Analysing and Classifying HNG-X Acceptance Incidents

6.2.1

6.2.2

HNG-X Acceptance Incidents will be jointly analysed by Fujitsu Services and
Post Office and a written report produced which will record:

6.2.1.1 initially, the agreed (such agreement not to be unreasonably withheld by
either Party) severity classification of the HNG-X Acceptance Incident as
identified in Annex A to this Schedule; and subsequently

6.2.1.2 related rectification activities (if applicable); and
6.2.1.3 re-testing dates/periods (if applicable).

This information will be included in the test report issued at the time of
completing the HNG-X Acceptance Process Stage during which the HNG-X
Acceptance Incident was raised.

For the purpose of paragraph 6.2.1, an HNG-X Acceptance Incident will be
regarded as having been caused by the introduction of changes arising from
Project HNG-X and/or the Associated Change Activities that are subject to the
HNG-X Acceptance Process:

6.2.2.1 if that incident is identified during any of the HNG-X Acceptance Process
Stages; and

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6.2.3

6.2.4

6.2.2.2 where the behaviour of Horizon giving rise to that incident (i) has not
been previously observed, or (ii) had been previously observed in
relation to the Horizon Service Infrastructure or the Horizon Application
but such behaviour had been resolved prior to commencement of
testing of HNG-X,

unless following investigation by Fujitsu Services, that incident is found to be
unrelated to the introduction of changes arising from Project HNG-X
and/or the Associated Change Activities that are subject to the HNG-X
Acceptance Process and Fujitsu Services has provided Post Office with
reasonable evidence to demonstrate this.

Where an HNG-X Acceptance Incident can be attributed to faults in HNG-X, the
severity of that incident (for the purposes of HNG-X Final Acceptance and HNG-
X Initial Acceptance) shall be classified with reference to the fault in HNG-X
alone.

Either Party may request that the severity of an HNG-X Acceptance Incident be
re-classified in recognition of new evidence or if it is reasonably believed that
the impact of the HNG-X Acceptance Incident should be re-assessed.
Agreement to such requested re-classification shall not be unreasonably
withheld by either Party.

6.3 Repeat Acceptance Activities

6.3.1

Any failed test may, prior to the end of the agreed Live Monitoring be repeated
as many times as necessary in order for HNG-X Final Acceptance to be
achieved. Dates for such repeat tests will be agreed by the joint test teams
having regard to the overall HNG-X Programme Plan. Post Office will be
responsible for making personnel available to observe repeat testing if required.
Repeat tests will be proposed only when it is reasonably believed a different (i.e.
improved) outcome would result.

In the case of repeated HNG-X Document Reviews, HNG-X Design
Walkthroughs or HNG-X Monitoring, Post Office will be entitled to the same
elapsed time for the repeated activity as was scheduled for the original failed
activity. Repeat HNG-X Document Reviews or HNG-X Design Walkthroughs will
be proposed only when it is reasonably believed a different (i.e. improved)
outcome would result.

6.4 HNG-X Rectification Plan

6.4.1

For each HNG-X Medium Severity Acceptance Incident outstanding on the
HNG-X Initial Acceptance Date or on the HNG-X Final Acceptance Date, Fujitsu
Services will have prepared a written HNG-X Rectification Plan that includes:

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6.4.1.1 a statement of the operational impact and any necessary temporary
procedures to be adopted by Users;

6.4.1.2 a description of how rectification is to be achieved; and
6.4.1.3 a timetable for rectification.
Post Office shall not unreasonably withhold its agreement to any such HNG-X

Rectification Plan and neither Party shall unreasonably withhold its agreement
to any workaround referred to in this Schedule.

6.4.2 It is acknowledged by the Parties that exceptionally they may agree that such a
HNG-X Rectification Plan is not required for each outstanding HNG-X Medium
Severity Acceptance Incident.
6.4.3 For each HNG-X Low Severity Acceptance Incident outstanding on the HNG-X
Initial Acceptance Date or on the HNG-X Final Acceptance Date, Fujitsu
Services will identify a target timescale for rectification.
6.4.4 It is acknowledged by the Parties that they may agree that such a target
timescale for rectification is not required for each outstanding HNG-X Low
Severity Acceptance Incident.
7. HNG-X ACCEPTANCE DISPUTE PROCESS
7.1 General

If Post Office and Fujitsu Services do not agree on any matters relating to this Schedule
including:

7.1.1 the form or content of the HNG-X tests as defined in the HNG-X HLTPs
or in the Test Automation Toolset,

7.1.2 changes to HNG-X Acceptance Criteria, HNG-X tests, or the HNG-X
Acceptance Plan arising from changes to the provisions of the HNG-X
Requirements Catalogue;

7.1.3 whether any tests, HNG-X Document Reviews, HNG-X Design
Walkthroughs or HNG-X Monitoring should be repeated pursuant to
paragraph 6.3 as a consequence of changes to the HNG-X tests;

7.1.4 results of HNG-X tests;

7.1.5 whether an event or occurrence is an HNG-X Acceptance Incident;

7.1.6 the aggregation into HNG-X Acceptance Incidents;

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7.1.7 classification of severity of HNG-X Acceptance Incidents;

7.1.8 whether progression through an HNG-X Acceptance Gateway or from
one HNG-X Acceptance Process Stage to another has occurred or
should proceed;

7.1.9 whether an HNG-X Acceptance Incident has been caused by a
deficiency or fault in a component of the HNG-X System (for which
Fujitsu Services is responsible) or a deficiency or fault in other services,
systems or data (including, without limitation, Reference Data) of Post
Office or a third party (for which Post Office is responsible); or

7.1.10 adequacy of HNG-X Rectification Plans,

the Parties will refer such dispute (an "HNG-X Acceptance Dispute") to the
HNG-X Acceptance Dispute Board for resolution.

7.2 HNG-X Acceptance Dispute Resolution

7.2.1. The HNG-X Acceptance Dispute Board is required to use all reasonable
endeavours to reach an agreed resolution on any HNG-X Acceptance Dispute
that is referred to it.

7.2.2 If the HNG-X Acceptance Dispute is resolved by the HNG-X Acceptance Dispute
Board, the decision of the HNG-X Acceptance Dispute Board will be final and
binding on the Parties.

7.2.3 In the event that an HNG-X Acceptance Dispute cannot be resolved by the
HNG-X Acceptance Dispute Board it will be escalated for Executive Review and
dealt with in accordance with the Dispute Resolution Procedure.

8. ASSOCIATED DOCUMENTS

8.41 The following CCDs are associated with this Schedule B6.3:

Document Reference Document Title

1 REQ/CUS/BRS/0001 Postal Services Business
and Operational Context

2 REQ/GEN/PRD/0001 Establishing and Assuring
the HNG-X User Interface

8.2 There are no CRDs associated with this Schedule B6.3.

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ANNEX A : HNG-X ACCEPTANCE INCIDENT SEVERITY MATRIX

Severity I Description

High The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that would render a key element of one or more of the
Business Capabilities and Support Facilities or a key element of the
Infrastructure unfit for operational use, which could include:

a) not allowing Post Office to undertake one or more Transaction
types;
b) not allowing Post Office to undertake one or more Transaction types

using the required business inputs or generating the required
business outcome;

c) creating system performance issues which are in, or are likely to
cause a, breach of Service Level Targets.

Medium I The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that would not prevent operation of one or more of the
Business Capabilities and Support Facilities or elements of the
Infrastructure, but would cause problems in the operational use of one or
more Transaction types.

Low The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that does not cause any adverse operational impact in the
use of the Business Capabilities and Support Facilities or an element of
the Infrastructure, or the HNG-X Acceptance Incident can be addressed
by a Fujitsu Services workaround without any adverse operational
impact for Post Office.

Non An incident raised by either Party which, following investigation is found:

Incident I ,  notto be a defect;

> not to have resulted from the introduction of changes arising from
Project HNG-X and/or the Associated Change Activities that are
subject to the HNG-X Acceptance Process; or

> not to fall within the high, medium or low categories set out in this
column.

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ANNEX B : HNG-X ACCEPTANCE BOARD

Refer to Schedule A2, Annex 1.

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ANNEX C_: HNG-X ACCEPTANCE METHODS
Type Description
HNG-X HNG-X Acceptance Criteria that cannot be objectively verified by a test of
Document HNG-X may be satisfied by Post Office undertaking a HNG-X Document
Review Review. The outcome of any such review will be documented by Post Office
in the HNG-X Acceptance Tracking Document. Fujitsu Services will supply a
list of documents (and any specific references within such documents) for
Post Office review, which may satisfy the agreed HNG-X Acceptance
Criteria.
HNG-X HNG-X Acceptance Criteria may be satisfied by Post Office participating in
Design an HNG-X Design Walkthrough led by Fujitsu Services of the Fujitsu

Walkthrough

Services’ design. The outcome of any such HNG-X Design Walkthrough will
be documented by Post Office in the HNG-X Acceptance Tracking
Document.

HNG-X
Solution Test

Tests that are owned and managed by Fujitsu Services with significant
collaborative support from Post Office, for the purpose of verifying that the
Fujitsu Services’ solution for the HNG-X System satisfies the relevant HNG-X
Acceptance Criteria. The collaborative team will produce a joint test report
presenting the results of the tests.

HNG-X
Release
Validation

Tests that are run and managed by Post Office with significant collaborative
support from Fujitsu Services, for the purpose of verifying that the HNG-X
Release satisfies the relevant HNG-X Acceptance Criteria. The combined
team will produce a joint test report presenting the results of the tests and
provide evidence on any areas of non conformance.

HNG-X
Monitoring

Post Office shall specify any need beyond the level of support that Fujitsu
Services are required to provide under normal operational practice (such as
a report etc). Duration, nature and characteristics to be agreed in advance
between Post Office and Fujitsu Services and will take place during Live Pilot
or exceptionally during Live Monitoring. The total duration of HNG-X
Monitoring and the obligations on Fujitsu Services to produce data/reports to
support Post Office monitoring to be agreed between Post Office and Fujitsu
Services (each acting reasonably and in good faith) for a particular HNG-X
Requirement.

HNG-X
Statement of
Fact

Where the solution to an HNG-X Acceptance Criterion is self-evident and
does not lend itself to formal proving.

HNG-X Relates to HNG-X Acceptance Criterion that represents an ongoing
Statement of I contractual obligation for HNG-X.

Obligation

Other Used by exception, to be agreed between the Parties.

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SCHEDULE C1

SERVICE LEVEL PRINCIPLES AND REMEDIES

Version History

: ee Ee

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

14 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v8.1 in accordance with
CCN1349

10.0 10/09/15 CCD reference update and moving all Schedules
to v10.0 in accordance with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN 1610 and moving
all schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1617a and moving all
Schedules to v13.0

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SCHEDULE C1
SERVICE LEVEL PRINCIPLES AND REMEDIES
1. INTRODUCTION
11 This Schedule sets out the Service Level principles and remedies that apply from the

24

2.2

2.3

commencement of the relevant Trigger Event as set out within the tables in Schedule
B3.1. Prior to the commencement of the relevant Trigger Event as set out within the
tables in Schedule B3.1, the provisions of Schedule B4.4 shall apply.

This Schedule defines up to three thresholds in respect of each Service Level as follows:

1.2.1 the level of Service (“Service Level Target” or “SLT’) required from Fujitsu
Services by Post Office;

1.2.2 the level of Service which, if not achieved by Fujitsu Services, shall give rise to
payment of liquidated damages by Fujitsu Services (the “Liquidated Damage
Threshold’ or “LDT”). Payment of liquidated damages notwithstanding, a failure
of any LDT shall not (on its own) constitute a Default; and

1.2.3 the level of Service below the SLT and (if applicable) the LDT which if not
achieved by Fujitsu Services shall give rise to payment by Fujitsu Services of
Post Office’s Additional Costs or liquidated damages as described (where
relevant) in this Schedule and each relevant Service Description (the “Additional
Remedy Level” or “ARL”).

For the avoidance of doubt, the Parties agree that not all SLT failures shall give rise to
payment of liquidated damages. The SLT failures that do not give rise to payment of
liquidated damages are set out in each relevant Service Description.

GENERAL PRINCIPLES

The purpose of remedies (liquidated damages or any other additional remedy specified
in a Service Description) is that Post Office shall not be disadvantaged by failures of
Fujitsu Services to provide the HNG-X Services to the agreed specification and reliability.

For the avoidance of doubt, liquidated damages shall be based upon the applicable fixed
amounts or rates stated in the relevant Service Descriptions.

The performance of the HNG-X Services (other than the BCSF Service) against the SLT,
LDT and ARL applicable in respect of each Service Level shall be measured and reported
and success or failure against each shall be judged over Service Level Measurement
Periods defined for each HNG-X Service (other than the BCSF Service). Additionally, all
levels of service shall be monitored on a weekly and monthly basis and any failure to
meet a Service Level assessed over that month shall be reported to Post Office by means
of the Service Review Book produced on a monthly basis detailing all Service Levels and
the actual levels of service achieved during that month.

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24

25

2.6

2.7

3.

3.1

28

In respect of any SLT that has a Service Level Measurement Period equivalent to a SLT
Calendar Year or a Service Level Measurement Period that is otherwise defined with
reference to a SLT Calendar Year, in the event that the remainder of the term of the
Agreement after the last SLT Calendar Year of the term of the Agreement in relation to
that SLT (“Final Period”) is less than six (6) months then Fujitsu Services shall:

2.4.1. continue to measure and report performance against that SLT during the Final
Period; and

2.5.2 not be obliged to take any remedial action should that SLT fail to be achieved at
any time during the Final Period.

The values applicable to each SLT are set out in the relevant Service Description.

Subject to any provisions to the contrary in a Service Description in respect of a particular
Service Level, where Service Levels are expressed in terms of performance required by a
particular “Day”:

2.6.1 “Day A” means the day of the specified triggering event (such as the date of a
Transaction);

2.6.2 “Day B” means the day following Day A; and
2.6.3 “Day C” means the day following Day B and so on.

Liquidated Damages

2.7.1. The total cumulative sums payable by Fujitsu Services for liquidated damages in
respect of the Counter Availability SLT shall not exceed £2,000,000 (two million
pounds) in any Financial Year.

2.7.2 The liquidated damages payable by Fujitsu Services in respect of any Failure
Event in respect of the Counter Availability SLT shall not exceed £400,000 (four
hundred thousand pounds).

2.7.3 The aggregate limit on Fujitsu Services' liability referred to in Clause 44.4 shall
apply.

If the Parties agree to suspend any of the Services in accordance with the CCD entitled
"Service Level Target & Liquidated Damages Exclusions" (SVM/SDM/PRO/0006),
Fujitsu Services shall, for the period of such suspension, be released from its
obligation to comply with any Service Levels and/or LDTs to the extent they relate to
the suspended Service(s), save where the suspension is due to Fujitsu Services
Default.

SERVICE LEVELS

Subject to paragraph 3.2, the relevant Service Description for the HNG-X Service will
define the SLTs, LDTs and ARLs.

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3.2 Save as provided in paragraph 6.1 of Schedule C1 the provisions of this Schedule C1

41

5.1

5.2

5.3

5.4

shall otherwise not apply to the Superstock Solution.
SERVICE LEVEL RELIEF - VOLUMETRIC LIMITS

Where appropriate each Service Description sets out the limits for an HNG-X Service (the
“Volumetric Limits”) which if exceeded over a specified period (the “Relevant Period”)
will entitle Fujitsu Services to adjust the measurements of performance in respect of the
Service Levels (SLTs and (if applicable) the LDTs and ARLs) affected by that excess (the
“Affected Service Levels”). Such adjustment, where applicable, shall be made on the
basis set out in the relevant Service Description.

SERVICE LEVEL/OBLIGATION RELIEF - BUSINESS VOLUMES CCD

The CCD entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033)
(the “Business Volumes CCD”) defines various limits on numbers of Transactions or
instances of Service as “Contracted Volumes” or “Design Limits” for Point of Sale
Business Capability, In/Out Payment Business Capability, Cash and Stock Management
Business Capability, Message Broadcast Service, Reference Data Management Service,
Banking Business Capability, Payment Management Business Capability and on-line
Transactions.

On each day that any of the Contracted Volumes referred to in the Business Volumes
CCD is exceeded, the measures of Fujitsu Services' performance for the Service Levels
(SLTs and (if applicable) the LDTs and ARLs) listed in the Business Volumes CCD shall
be disregarded and replaced with an average measurement for that day (based upon
actual performance measurements over the previous three calendar months, or otherwise
as agreed by the Parties (acting reasonably)).

If the Contracted Volumes referred to in the Business Volumes CCD are exceeded, Post
Office and Fujitsu Services shall jointly consider the reasons for such excess and whether
it is temporary or is or is likely to be continuing. If such excess is or is likely to be
continuing Fujitsu Services shall be entitled to make a reasonable and proportionate
adjustment to the relevant Contracted Volume and/or the affected Service Levels or
obligations specified in the Business Volumes CCD, such adjustment to be agreed with
Post Office under the Change Control Procedure.

If any of the Design Limits specified in the Business Volumes CCD are exceeded then
the measures of Fujitsu Services' performance for any Service Level or other service
target involving data processing (requiring either automated or manual processing or
both) shall be disregarded to the extent that Fujitsu Services can demonstrate to Post
Office’s satisfaction (Post Office acting reasonably) that failure to meet the Service Level
and/or service target, as the case may be, occurred as a result of a Design Limit being
exceeded. Fujitsu Services shall use reasonable endeavours to meet those Service
Levels and/or service targets during the period when the measures of Fujitsu Services'
performance are disregarded.

OTHER SERVICE LEVEL/OBLIGATION RELIEF

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6.1 The Parties shall agree (such agreement not to be unreasonably withheld) appropriate

6.2

6.3

7A

7.2

7.3

74

relief from Service Levels if any new facilities or products introduced, by agreement, with
less testing than would otherwise be required to safeguard Fujitsu Services' position.

For the periods in which any of the Business Capabilities and/or Support Facilities are
suspended in accordance with paragraph 2.8 of the CCD entitled “Service Management
Service: Service Description” (SVM/SDM/SD/0007), measurements of Fujitsu Services’
performance in respect of all Service Levels detrimentally affected by such suspension
(in respect of those Business Capabilities and/or Support Facilities) shall be disregarded
and Fujitsu Services shall be released from those of its obligations in respect of those
Business Capabilities and/or Support Facilities which it is unable to perform as a result of
such suspension.

If Fujitsu Services fails to achieve any Service Level or service target (as the case may
be) and can demonstrate to Post Office’s reasonable satisfaction that such failure
occurred as a result of a fault or problem within the QAS Software, such fault or problem
requiring the Third Line Software Support Service or Application Support Service (Fourth
Line) in order to be resolved, then the measures of Fujitsu Services’ performance in
respect of such Service Level and other service target shall be disregarded for the period
affected by the QAS Software fault or problem.

RECTIFICATION PLAN

In the event that an ARL specified in the relevant Service Description is failed, Fujitsu
Services and Post Office shall agree a method of rectification and timetable for the
resolution of the cause of that failure (a “Rectification Plan”). For the avoidance of doubt,
Fujitsu Services shall remain liable for financial remedies payable in accordance with the
Service Description in respect of that failure.

In the event that the Rectification Plan involves a change to the provision of the Services,
such change shall be agreed under the Change Control Procedure and shall be made at
no charge to Post Office.

Without prejudice to Post Office’s rights to remedies provided in this Agreement, during
the period the Rectification Plan is being implemented Fujitsu Services shall maintain
performance of all other Services in accordance with the Service Levels specified in each
relevant Service Description unless otherwise agreed with Post Office as part of the
Rectification Plan.

In the event that the Rectification Plan is not agreed by the Parties (acting reasonably)
within three (3) calendar months of the occurrence of an ARL failure or the Rectification
Plan fails to resolve the cause of the ARL failure to which it relates, such that the ARL
failure occurs again and is persistent, the following provisions shall apply:

7.4.1 Post Office shall have the right to conduct, and require Fujitsu Services to co-
operate and assist with (including by Fujitsu Services providing such information
as it would have been required to under paragraph 6.6 of Schedule D6), a tender
process for sub-contracting by Fujitsu Services of the Operational Services in
relation to which the ARL failure has occurred (and where the ARL failure has

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CONFIDENTIAL

7.4.3

occurred in relation to an Operational Service which, together with one or more
other Operational Services, constitutes a Testable Service, such Operational
Services will be tendered together) to an alternative service provider at Fujitsu
Services' cost (the “Service Provider’). If the Parties agree that it would be more
appropriate for Fujitsu Services to conduct, and Post Office to co-operate with,
the tender process, then the Parties shall procure the same.

Without prejudice to the generality of the foregoing, Fujitsu Services shall disclose
to any bona fide potential Service Provider (subject to the same executing an
Agreed Form NDA or any other form of non-disclosure agreement mutually
agreed by Post Office, Fujitsu Services and such bona fide potential Service
Provider) Confidential Information to the extent that such disclosure is reasonably
required to enable any potential Service Provider to prepare a reasonably
detailed tender proposal.

If the outcome of any tender process is that Fujitsu Services were to sub-contract
the Operational Services in question (and where the ARL failure has occurred in
relation to an Operational Service which, together with one or more other
Operational Services, constitutes a Testable Service, such Operational Services
will be tendered together) to a Service Provider identified in the tender process,
the performance in respect of the failed ARL for that Operational Service (and
where the ARL failure has occurred in relation to an Operational Service which,
together with one or more other Operational Services, constitutes a Testable
Service, such Operational Services will be tendered together) would be improved
then Post Office shall have the right to require Fujitsu Services to sub-contract
such Operational Service (and where the ARL failure has occurred in relation to
an Operational Service which, together with one or more other Operational
Services, constitutes a Testable Service, such Operational Services will be
tendered together) to such Service Provider at no higher cost to Post Office than
was previously the case.

8. DISPUTE RESOLUTION

Any dispute arising in connection with the application of this Schedule shall be resolved
in accordance with the Dispute Resolution Procedure.

9. ASSOCIATED DOCUMENTS

9.1 The following CCDs are associated with this Schedule C1:

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Document Reference Document Title
1 Not Used
2 PA/PER/033 Horizon Capacity Management and Business
Volumes
3 SVM/SDM/SD/0007 Service Management Service: Service
Description

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4 SVM/SDM/PRO/0006 Service Level Target & Liquidated Damages
Exclusions

5
Definitions of Engineering Service Priority and

SVM/SDM/PRO/0004 Local/Remote Locations Process

9.2 There are no CRDs associated with this Schedule C1.

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Version History

CONFIDENTIAL

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SCHEDULE C2

SUB-CONTRACTORS

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Version No. I Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

44 08/05/07 Applying CCN1209

3.0 09/07/07 Baseline copy of 1.1

40 23/02/09 Baseline copy of 3.2

44 12/05/09 Applying changes as per CCN1256

42 15/06/09 Applying changes as per CCN1263

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

6.2 01/04/10 Applying changes as per CCN1270

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes in CCN 1310b and CCN1294d

9.0 13/01/14 Applying changes as per CCN1349 and CCN1323

10.0 10/09/15 Applying changes as in CCN1401b and as subsequently
amended in this CCN1506 and moving all Schedules to
v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1423c, CCN1512c and moving
all schedules to V11.0 in accordance with CCN1604

12.0 03/07/17 Applying changes as per CCN1621 and moving all
schedules to V12.0

13.0 23-Nov-2020 Updating as per CCN1629, CCN 1632 and moving all
Schedules to v13.0

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SCHEDULE C2
SUB-CONTRACTORS
1. Table of Fujitsu Services’ Sub-contractors

Fujitsu Services’ Sub-contractors, together with a description of their areas of
responsibility, are listed in the following table:

SUB- SCOPE OF SUBCONTRACTED SERVICES TERM OF

CONTRACTOR SUBCONTRACT

BT Plo - Broadband (ADSL) in Branch Network Service I There is an ongoing
- ISDN in Central Network Service agreement place

between Fujitsu and

- Fixed Circuits in Central Network Service BT.

Cisco - for provision of Network Support (Central I Ongoing agreement

Network Service

Everything - Mobile Data Services in Branch Network I There is an ongoing

Everywhere Service agreement in place

Limited between Fujitsu and

Everything
Everywhere Limited. .

Fujitsu (FTS) Ltd

- Hardware Support” as part of the Datacentre
Operations Service

Fujitsu Subsidiary
operating under an
indefinite Inter
Company Agreement

Fujitsu - Systems Management Centre support Services expire upon
Consulting the earlier of
(India Ltd). - Design, development and testing of I termination or expiry

components of this Agreement.

- Network Design and Support (Central

Network Service)
IBM Financial - Software Support as part of the Systems I Current Term: 31
Services Ltd Management Service March 2019
Ingenico - PIN Pad software support. Main Corporate

Agreement: valid till
2020

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SUB- SCOPE OF SUBCONTRACTED SERVICES TERM OF
CONTRACTOR SUBCONTRACT
KCom Group - Phone Lines (PSTN) Ongoing agreement
Ple - Broadband (ADSL) for Kingston Telecoms
Hull area in Branch Network Service
Talk Talk - Broadband in Branch Network Service Ongoing Agreement

Telecom Group
Plc

subject to 30day
notice period.

Transaction
Network
Services (UK)
Ltd

- Debit Card Circuits in Central Network Service

6 Month Rolling
contract unless notice
is give 30 days prior
to renewal.

- _ Intercampus Links in Central Network Service

Ongoing Agreement

Virgin Media
Limited subject to 30day
notice period for
cancellation.
Vodafone Provision of telecommunications lines and I IP Connect and ISDN
Limited services including Call Termination:
ongoing Agreement
- IP Connect Services in Branch Network I terminating on up to
Service 18 days’ notice served
- ISDN Call Termination Services in Branch by Post Office as per
Network Service the provisions of
CCN1621.
- Mobile Data Services in Branch Network
Service ISDN Call Termination
Services in Branch
Network Service will
endon 15" January
2018 with no right to
extend further with
Vodafone.
Mobile Data Services
Agreement: Ongoing
Agreement
2. Associated Documents
3.1 There are no CCDs associated with this Schedule C2.

SCHEDULE C2 Version 13.0

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3.2 There are no CRDs associated with this Schedule C2.

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CONFIDENTIAL,
SCHEDULE C3
Licences
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
2.0 25/01/07 Baseline copy of 1.2
3.0 23/02/09 Baseline copy of 2.1
6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
6.1 05/01/10 Applying changes as per CNN1272
6.2 29.01.10 Applying changes as per CCN1273
6.3 01/04/10 Applying changes as per CCN1270
6.4 29/03/10 Applying changes as per CCN1276a
7.0 24/05/10 Baseline copy of 6.1,6.2,6.3 and 6.4
8.0 21/02/12 Applying changes in line with CCN1310b, CCN 1296
and CCN1294d
9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349
10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506
11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604
12.0 03/07/17 Applying changes as per CCN 1602a and moving all
Schedules to V12.0
13.0 23-Nov-2020 Moving all Schedules to V13.0

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SCHEDULE C3
LICENCES
1. HNG-X THIRD PARTY SOFTWARE

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141 Table 1 below lists HNG-X Third Party Software licensed to Post Office in accordance
with the applicable provisions of Clause 30 of this Agreement.

Table 1: HNG-X Third Party Software

Description and Scope & purpose I Class Licence Note
Product Name
Interstage Java HNG-X Third
Virtual Machine Party Software
(Fujitsu
Corporation
Limited).
Hypercom PIN Pad The software used HNG-X Third
Software to support the Party Software
operation of PIN (Hypercom).
Pads.
+ McAfee Gateway Security I HNG-X Third Where the
Web Gateway Party Software equipment is

moved outside
the UK, the party
responsible for
initiating the move
shall be liable for
the costs arising
from any resultant
licensing impact

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Description and Scope & purpose I Class Licence Note
Product Name
'BM Support to HNG-X Third IBM Licence
Credence Party Software terms at:
e IBM WebSphere
Applicati (POL Ml) Ibm.convsoftware
pplication -
Server Application isla
Processor
e — IBM Tivoli
Workload (Terminated upon
Scheduler exit of the
Processor Credence/MDM
* IBM InfoSphere Service on 31°
Datastage March 2016)
Processor
e IBM InfoSphere
DataStage for
non- Production
Environments

Processor Value
Unit

e IBM InfoSphere

DataStage and
QualityStage

Designer
Concurrent User

e —IBM InfoSphere
FastTrack 10

Authorised
Users

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1.2 Table 2 below lists the software which Post Office sub-licenses or grants rights to use to

Fujitsu Services in accordance with Clause 31 of this Agreement.

Table 2: Software provided by Post Office

mySAP.com
Solution Suite
version 4.7 and
SAP NetWeaver
Master Data
Management
version 3.0(and
any updates to or
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)

Schedule C3 Version 13.0
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Facilitates and
supports the
configuration of
Configured POL
FS Services or,
from the POLSAP
R11 Go Live Date,
the POLSAP
Services by Post
Office or a third
party on behalf of
Post Office

Service: POL FS
Services or, from
the POLSAP R1
Go Live Date, the
POLSAP Services

Original supplier I Purpose and Sub-licence (SL) Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence

SAP UK Limited I Purpose: RTU The specific terms

and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: “SAP
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)

POINQ0003766F
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Original supplier I Purpose and Sub-licence (SL) Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence

SAP UK Limited

Name: DB for SAP
versions 9.2.04
and 9.2.05 (and
any updates to or
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)

Purpose: the
database engine
used in
conjunction with
the SAP Software

Service: POL FS
Service or, from
the POLSAP R1
Go Live Date, the
POLSAP Services

RTU

The specific terms
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: “SAP.
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)

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1.3 Table 2A below lists the Third Party Data that Post Office sub-licenses to Fujitsu Services
in accordance with Clause 31 to this Agreement.
Table 2A.
Data source and data Purpose and applicable Any additional
product name Service/Application restrictions on the
sub-licence
Royal Mail Purpose: Data used to validate
postcodes and identify/confirm
Name: “PAF” address details.
Application: PAF Calling
Application

1.4 Should the Parties agree that the Microsoft NT operating system in use at Counter
Positions will be upgraded to an alternative operating system, then whichever Party
acquires the licences for that upgrade, the appropriate licensing terms will be agreed by
the Parties and the Agreement amended under the Change Control Procedure to reflect
these terms.

1.5 In the event that:

1.5.1

the licence terms agreed pursuant to paragraph 1.4 involve Post Office or any
other member of the Royal Mail Group (any such member being for the purposes
of this paragraph 1.5 “the relevant Post Office company”) procuring the operating
system third party software listed in table 3 below from the provider of that
software;

the terms of the licence agreement provide, or an arrangement between the
Parties exists, that Fujitsu Services pays to the software provider the charges
payable under the licence agreement; and

the terms of the licence agreement provide that the relevant Post Office company
is ultimately responsible or in any way liable for the charges payable under that
agreement,

then to the extent that Fujitsu Services determines not to pay, or fails to pay, any amounts.
in respect of the software provider's charges by the due date for payment (“Unpaid
Amounts’), Fujitsu Services shall:

1.5.3.1 forthwith provide to Post Office in writing a reasonably detailed explanation as to why
such determination was made and/or such amounts were not paid; and

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1.5.3.2 forthwith upon request by Post Office return to Post Office all such amounts as shall
have been paid by Post Office to Fujitsu Services in respect (and to the extent) of the
Unpaid Amounts,

and the Parties shall cooperate and agree (acting reasonably) what further action need
be taken by each of them with respect to procuring the operating system third party
software and the payment or non-payment (as the case may be) of the software
provider's charges.

Table 3: Operating system third party software

Description and Product Name I Scope & purpose

To be agreed

2. ESCHER UPGRADE SOFTWARE

24 Table 4 below lists the Escher Upgrade Software which as from Trigger Point T6 (Counter
Application Rollout Complete) shall no longer constitute Third Party Software. For the
avoidance of doubt, the provisions set out in paragraphs 2.2 to 2.4 of this Schedule C3
shall continue to apply.

Table 4

Description and Product Name I Scope & purpose

WebRiposte An enhanced version of Riposte providing
additional services based upon web-enabled
functionality

Asset Manager Acomponent of Riposte providing
mechanisms for managing financial
information and accessing transaction data

Framework A bespoke set of software components
facilitating the development of Horizon
financial transactions

Mails Product Escher Mails product (version 3.3) allows the
introduction of country specific services and
charges and the future implementation of size
based pricing for non-standard letters and
packets, including track and trace facilities.

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2.2 Confidentiality

2.24

Post Office agrees that any information disclosed to it in connection with the
Escher Upgrade Software which is designated by Fujitsu Services as “Escher
Confidential Information” shall be kept in strictest confidence and not disclosed
to any party except as permitted under this paragraph 2 of Schedule C3 and
paragraph 2 of Schedule B4.1.

Escher Confidential Information shall not comprise Confidential Information for
the purposes of this Agreement and, accordingly, the provisions of Clause 61
shall not apply to Escher Confidential Information.

Post Office shall:

(a) take all reasonable precautions to protect the confidentiality of
Escher Confidential Information;

(b) not duplicate or reproduce Escher Confidential Information
except as necessary for the purposes of this Agreement; and

(c) upon termination of the Existing Licences, immediately return to
Fujitsu Services all documents and other materials which
contain or relate to Escher Confidential Information.

The non-disclosure and confidentiality provisions contained in this paragraph 2
of this Schedule C3 will survive the termination of any or 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 this paragraph 2 of
this Schedule C3 and/or paragraph 2 of Schedule B4.1.

Post Office may with Fujitsu Services' written consent disclose Escher
Confidential Information to third parties. If Fujitsu Services agrees to allow Post
Office to disclose Escher Confidential Information to a third party, prior to making
any such disclosure, Post Office shall first obtain such third party's written
agreement to comply with all non-disclosure and confidentiality terms herein.

Post Office shall keep a record of all disclosures by it of Escher Confidential
Information to third parties including the names of the persons to whom Escher
Confidential Information was disclosed by Post Office and a description of the
Escher Confidential Information disclosed.

Post Office may disclose Escher Confidential Information:

(a) if and to the extent required by law, regulation or by order of a
court of competent jurisdiction provided, however, that Post

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Office shall in each case notify Fujitsu Services in advance of
such disclosure;

(b) to its professional advisers for the purposes of audit or receiving
professional advice;

(c) 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 relating to the development, operation, receipt
or management of the Existing Services;

(d) where such information was already in the public domain at the
time it was disclosed or otherwise received by the other party;

(e) where such information becomes part of the public domain after
disclosure by means other than breach of the confidentiality
obligations contained in this paragraph 2.2 of this Schedule C3;
or

(fy 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.

2.2.8 Where Escher Confidential Information is disclosed under paragraphs 2.2.7(b) or
2.2.7(c) of this Schedule C3, Post Office shall procure that the third parties
referred to in those paragraphs shall not disclose that Escher Confidential
Information without the prior written consent of Fujitsu Services.

2.2.9 The Existing Licences and their contents are deemed Escher Confidential
Information and, subject to paragraph 2.2.7 of this Schedule C3, Post Office may
not disclose the Existing Licences to a third party without the express written
consent of Fujitsu Services, except that Post Office may disclose those elements
of the Existing Licences which relate to the use of the Escher Upgrade Software
to the operator replacing Fujitsu Services in the event a direct licence is to be
granted to that replacement operator under paragraph 2.2.3.4 of Schedule B4.1
provided that such operator has, in advance of such disclosure, entered into
substantially equivalent confidentiality provisions with Post Office as are set out
in this paragraph 2 of this Schedule C3.

2.2.10 Escher Upgrade Software related documentation, defect reports, and all other
non-public information related to the Escher Upgrade Software, are and shall be

deemed Escher Confidential Information.

2.3 Breach

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2.3.1 If either Party believes the other to be in breach of any obligation imposed by

paragraph 2 of Schedule B4.1 and/or this paragraph 2 of this Schedule C3, the
non-breaching Party shall provide written notice of such breach to the other.

Upon receipt of such notice, if such breach exists, the recipient shall have twenty
(20) days to remedy such breach or provide assurances in a form reasonably
acceptable to the non-breaching Party that the breach will be corrected within
such longer period as the non-breaching Party may specify.

24 Termination

241

If a breach by Post Office of any obligation imposed by paragraph 2 of Schedule
B4.1 and/or this paragraph 2 of this Schedule C3 has not within the twenty (20)
day period provided under paragraph 2.3.2 of this Schedule C3 been remedied
or assurances, in a form reasonably acceptable to Fujitsu Services, provided to
Fujitsu Services that the breach will be corrected within such longer period as
Fujitsu Services may specify, Fujitsu Services may by notice in writing to Post
Office terminate the rights granted by paragraph 2.2.1 of Schedule B4.1 and
Fujitsu Services shall be relieved of its obligations under paragraph 2.2.3.4 of
Schedule B4.1.

Upon the earlier of (i) termination under paragraph 2.4.1 of this Schedule C3 of
the rights granted to Post Office by paragraph 2.2.1 of Schedule B4.1 or (ii)
Trigger Point T6 (Counter Application Rollout Complete), 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. ASSOCIATED DOCUMENTS

3.1 The following CCDs are associated with this Schedule C3:

FUJ00000003
FUJo0000003

Document Reference Document Title
2 CF/CON/001 SAP Software Right to Use and Maintenance
Agreement for Fujitsu Services

3.2 There are no CRDs associated with this Schedule C3.

Schedule C3 Version 13.0

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SCHEDULE D1

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CHARGES
Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.4

3.0 09/07/07 Baseline copy of 2.6

4.0 14/04/08 Baseline copy of v3.4

5.0 23/02/09 Baseline copy of 4.2

5.1 19/05/09 RPI Increase 2009

5.2 12/06/09 Applying changes as per CCN 1253

5.3 15/06/09 Applying changes as per CCN1252a

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 30/09/09 Amendments as per CCN 1254a

6.2 04/01/10 Amendments as per CCN 1268

6.3 05/01/10 Applying changes as per CCN1272

64 29.01.10 Applying changes as per CCN1273

6.5 24/03/10 Applying changes as per CCN1266b

6.6 30/03/10 Applying changes as per CCN1271c, CCN1275 and
CCN 1276a

67 01/04/10 Applying changes as per CCN 1270

6.8 23/04/10 Applying RPI for 2010 and including tidy up changes

6.9 05/05/10 Minor tidy up adjustments.

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes as per CCN1303, CCN1289a
CCN1291, CCN1296, CCN1292, CCN1293,
CCN1297, CCN1295a, CCN1301d, CCN1304b,
CCN1281d, CCN1306a, CCN1309a, and CCN1294d,

9.0 13/01/14 Applying changes as per CCN1307a, CCN1308b,
CCN1311b, CCN1313c, CCN1316a, CCN1317,
CCN1318a, CCN1321, CCN1322b, CCN1325a,
CCN1327a, CCN1328b, CCN1329a, CCN1332a,
CCN1337a, CCN1340, CCN1341, CCN1342a,
CCN1343a, CCN1348b, CCN1349 and CCN1400

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10.0

10/09/16 Applying changes as per CCN1338, CCN1339a, ,
CCN1402, CCN1403, CCN1404, CCN1405,
CCN1408, CCN1409a, CCN1410, CCN1411,
CCN1414, CCN1415, CCN1418, CCN1419,
CCN1420a and CCN1421a and as subsequently
amended in this CCN1506 and moving all Schedules
to v10.0 in accordance with CCN1506

11.0

31/03/16 Applying changes as per CCN1423c, CCN 1424,
CCN1425, CCN 1429, CCN1500a, CCN 1502a,
CCN1505, CCN1508, CCN1512c, CCN1600and
moving all Schedules to v11.0 in accordance with
CCN1604

03/07/2017 Applying changes as per CCN1509a, CCN1602a,
CCN1603, CCN1606, CCN1607, CCN1609q,
CCN1610, CCN1618a, CCN1619a, CCN1620c,
CCN1621, CCN1622a and moving all schedules to
v12.0

23-Nov-2020 Updating as per CCN1612b, CCN1613a, CCN1616b,
CCN1624, CCN 1627a, CCN1631c, CCN1633a,
CCN1636b, CCN1637b, CCN1638, CCN1640a, CCN1643,
CCN1644a, CCN1650c, CCN1653a and moving all
Schedules to v13.0

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SCHEDULE D1
CHARGES
GENERAL

All amounts set out in this Schedule are before adjustment for RPI as set out in paragraph
16 and exclusive of VAT.

All annual Charges set out in this Schedule D1, unless otherwise stated, relate to
Financial Years. All monthly Charges relate to calendar months. All Charges shall, unless
stated otherwise, become due for payment on a monthly basis in accordance with the
provisions of Schedule D2.

Where during the term of this Agreement any charge under this Schedule D1 is amended
by approved CCN the Parties shall set out in the table contained in Annex E to this
Schedule D1 the number of the approved CCN, the amount of the variation and the date

on which the revised charge becomes effective.

In consideration for the provision by Fujitsu Services of the relevant Services, Post Office
shall pay to Fujitsu Services the following:

1.4.1. Operational Charges in accordance with paragraph 0 as varied in accordance
with paragraphs 4 and 5;

1.4.2 additional Operational Charges in accordance with paragraph 6;

1.4.3 Call Off Charges in accordance with paragraph 7;

1.4.4 Charges for Service Integration Services in accordance with paragraph 8;

1.4.5 Third Party Management Service Charges in accordance with paragraph 9;
1.4.6 Development Charges in accordance with paragraph 10;

1.4.7 SIP Charges in accordance with paragraph 11;

1.4.8 Transfer Charges in accordance with paragraph 12;

1.4.9 Capacity Addition Costs in accordance with paragraph 13;

1.4.10 PIN Pad Procurement Charges in accordance with paragraph 14;

1.4.11 Charges for Hardware in accordance with paragraph 15;

1.4.12 the Gain Share payments set out in Annex G; and

The Charges have been based on an assumption that the numbers of Branches, Counter
Positions, Old Style Mobile Configurations, New Style Mobile Configurations, CTOs and

New CTO Configurations in each Financial Year will not exceed the numbers
corresponding to that Financial Year as set out in the Table entitled “Branch and Counter

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Position Limits” in Part 1 of Annex A. Should this assumption not be satisfied, as
evidenced by:

1.5.1 Post Office providing a forecast of numbers of Branches, Counter Positions, Old
Style Mobile Configurations, New Style Mobile Configurations, CTOs or New CTO
Configurations which exceed the limits set out in that Table for that Financial Year;
or

1.5.2. the actual number of Branches, Counter Positions or CTOs exceeding the
applicable limits in any three consecutive months,

the Parties shall agree changes to the Charges or Service Descriptions under the Change
Control Procedure to deal with additional equipment required by Fujitsu Services to
perform its obligations under this Agreement or the lack of availability of such equipment
for spares, maintenance or Operational Business Change purposes.

Services which cause or would cause the limits in the Table in Part 2 of Annex A to be
exceeded or the conditions specified in that Table not to be satisfied shall be subject to
the Change Control Procedure.

In this Schedule D1, unless stated otherwise, any reference to a paragraph or Annex is
to the relevant paragraph of, or annex to, this Schedule D1.

Without prejudice to any Charges which shall have become due to be paid by Post Office
to Fujitsu Services, and subject to paragraphs 9.2 and 9.3, if any Terminable Service is
subject to Partial Termination, the Operational Charges in respect of each Service
comprised within that Terminable Service shall not be payable in respect of the period
after the date of such Partial Termination.

For the purposes of this Schedule D1, from approval by Post Office of a part 2 Exit
Plan for a particular Operational Service, "Counter Positions" shall mean those
Counter Positions that are supported by Fujitsu Services and "Branches" means those
Branches that are supported by Fujitsu Services with respect to that Operational
Service. For the avoidance of doubt, once a particular Operational Service, Counter
Positions or Branches is/are supported by a Next Supplier or any other supplier (and
not Fujitsu Services) it/they shall cease to be “Counter Positions” or “Branches” for
such Operational Service for the purposes of this Schedule D1.

Example

Day 1 - Fujitsu supports the same 100 Counter Positions in respect of both the Engineering
Service and the Service Desk Service.

Day 2 - There is a ramp down of the Engineering Service and 50 Counter Positions become
supported by a Next Supplier while the remaining 50 Counter Positions are still supported by

Fujitsu. There is no change in respect of the Service Desk Service.

From Day 2, the number of Counter Positions for calculating the variable charge for the
Engineering Service would be 50 but it would still be 100 for the Service Desk Service.

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1.10 Revenue Switch Principles

1.10.1 The provisions of Schedule I set out the principles and processes applicable to
Revenue Switch.”

2 THE OPERATIONAL CHARGES
2.1 In consideration for the provision of each of the Operational Services, Post Office shall

pay to Fujitsu Services in respect of such time as such Operational Service is being
provided an amount per month calculated as follows (subject to adjustment in accordance
with paragraphs 4 and 5 of this Schedule D1):

2.2 In respect of each of the following Operational Services:
2.2.1 Central Network Service;
2.2.2 Reference Data Management Service;
2.2.3. Management Information Service;
2.2.4 Reconciliation Service;
2.2.5 Not used;
2.2.6 CMT Service;
2.2.6A POLSAP Hosting Service;
2.2.6B POLSAP Applications Support Service

2.2.6B Not Used,

Post Office shall pay to Fujitsu Services in respect of each month the Operational Fixed Charge
for that Operational Service for that month;

2.2.7 Operational Business Change (Branch Change) Service,
In respect of each month until 31 March 2015, Post Office shall pay to Fujitsu Services in
respect of each month other than December in each Financial Year the Operational Fixed
Charge for that Operational Service for that month. In respect of each subsequent month, Post
Office shall pay to Fujitsu Services the Operational Fixed Charge for that Operational Service
for that month.

2.3 Paragraph removed by CCN1616b
2.3.1

2.3.2

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2.3A

24

25

2.6

Paragraph removed by CCN1616b

In respect of the Security Management Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:

2.4.1. the Operational Fixed Charge for the Security Management Service in respect of
that month; plus

2.4.2 an amount equal to the Operational Unit Charge for the Security Management
Service in respect of that month multiplied by the number of Branches in operation
at the beginning of that month; plus

2.4.3. an amount equal to the Margin Rate for the Security Management Service in
respect of that month multiplied by the number of Branches in operation at the
beginning of that month; plus

2.4.4 an amount equal to the Operational Unit Charge for the Operational Service
‘Security Management Service’ in respect of that month multiplied by the number
of Post Office Ltd Generic Web Services (GWS) Clients minus three in operation
at the beginning of that month.

In respect of the Data Centre Operations Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:

2.5.1 the Operational Fixed Charge for the Data Centre Operations Service in respect
of that month; minus

2.5.2 an amount equal to the Operational Unit Charge for the Data Centre Operations
Service in respect of that month multiplied by the Volume Forecast Reduction;
and the result of paragraph 2.5.1 minus paragraph 2.5.2 then added to:

2.5.3. an amount equal to the Margin Rate for the Data Centre Operations Service in
respect of that month multiplied by a percentage equal to 100 minus the Volume
Forecast Reduction.

After any Volume Forecast Reduction shall have been made, each of the Operational Unit
Charge and Margin Rate for the Data Centre Operations Service for each month after that
in which such Volume Forecast Reduction takes effect shall be reduced by multiplying it

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27

2.8

2.9

by the percentage calculated by subtracting that Volume Forecast Reduction from 100;
the resultant new Operational Unit Charge and Margin Rate shall be restated in this
Schedule under the Change Control Procedure.

In respect of the Third Line Software Support Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:

2.7.1. the Operational Fixed Charge for the Third Line Software Support Service in
respect of that month; plus

2.7.2 an amount equal to the Operational Unit Charge for the Third Line Software
Support Service in respect of that month multiplied by the number of POL Service
Types in operation at the beginning of that month.

2.7.3. an amount equal to the Margin Rate for the Third Line Software Support Service
in respect of that month multiplied by the number of POL Service Types in
operation at the beginning of that month; plus

2.7.4 an amount equal to the Operational Unit Charge for the Operational Service
‘Third Line Software Support Service’ in respect of that month multiplied by the
number of Post Office Ltd Generic Web Services (GWS) Clients minus three in
operation at the beginning of that month.

In respect of the Service Management Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:

2.8.1 the Operational Fixed Charge for the Service Management Service in respect of
that month; plus

2.8.2 an amount equal to the Operational Unit Charge per Branch for the Service
Management Service in respect of that month multiplied by the number of
Branches in operation at the beginning of that month; plus

2.8.3 an amount equal to the Operational Unit Charge per POL Service Type for the
Service Management Service in respect of that month multiplied by the number
of POL Service Types in operation as at the beginning of that month.”

2.8.4 an amount equal to the Margin Rate per Branch for the Service Management
Service in respect of that month multiplied by the number of Branches in operation
at the beginning of that month; plus

2.8.5 an amount equal to the Margin Rate per POL Service Type for the Service
Management Service in respect of that month multiplied by the number of POL
Service Types in operation at the beginning of that month; plus

2.8.6 an amount equal to the Operational Unit Charge for the Operational Service
‘Service Management Service’ in respect of that month multiplied by the number
of Post Office Ltd Generic Web Services (GWS) Clients minus three in
operation at the beginning of that month.

In respect of the Branch Network Service the Post Office shall pay to Fujitsu Services:

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2.9.1 Not Used.

2.9.2 the aggregate of:

(a) the Operational Fixed Charge for the Branch Network Service in respect
of that month; and

(b) an amount per month equal to:

(i) the aggregate of the amounts charged to Fujitsu Services in
respect of that month by the providers of network connections to
Branches; plus

(ii) the margin thereon, calculated by multiplying such amount in
2.9.2(b)(i) by 5 divided by 95.

(c) an amount equal to the Operational Unit Charge multiplied by the
number of Branches using the Branch Network Service on the 1st of
each calendar month from 1st April 2017.

2.10 Fujitsu Services shall provide Post Office at the beginning of each Financial Year with an
estimate of the Operational Charges for the Branch Network Service in that Financial Year
and the remaining Financial Years during the term of this Agreement based for each
Financial Year upon Post Office's then current forecast of numbers of Branches and
Fujitsu Services’ forecast of the mix of technology types for network connections and the
unit prices for each such technology type.

2.11 In respect of the Salesforce Support Service the Post Office shall pay to Fujitsu Services
in respect of each month the aggregate of the following:

(a) _ the Operational Fixed Charge for the Salesforce Support Service in respect of that
month; plus

(b) the Escalated Calls Fixed charge which covers the management of Salesforce
Support Service Escalated Calls which will be reviewed after three months of live
Service; plus

(c) an amount equal to the Operational Variable Charge for the Salesforce Support
Service in respect of that month for the use of the Fujitsu Cloud Services. This
will be at the prevailing rates published at
http://globalcloud.uk.fujitsu.com/portal/ctrl/UsePrice multiplied by the usage for
that month for the UK based hosting activity. For the Germany based disaster
recovery hosting activity the prevailing rates are published at
https://globalcloud.de..fujitsu.com/portala/ctrl/UsePrice and will be multiplied by
the usage for that month and multiplied by the Bank of England rate at which
Fujitsu translates this Euro value to Sterling (GBP).

The Operational Fixed Charges are based on a maximum of 400 users, and 15 calls per
month. If the total number of users or calls exceeds the maximum number the Parties
shall assess the impact upon fixed charges through the Change Control Procedure.

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2.12

2.14

The variable charges for the service are from the Fujitsu Global Cloud Platform and are
published at http://globalcloud.uk.fujitsu.com/portal/ctrl/UsePrice and
https://globalcloud.de.fujitsu.com/portala/ctri/UsePrice. Fujitsu shall provide these rates
to Post Office in writing each time they are updated. For the avoidance of doubt these
are not subject to annual indexation.

In respect of the Application Support Service (Fourth Line) the Post Office shall pay to
Fujitsu Services in respect of each month the aggregate of the following;

(a) _ the Operational Fixed Charge for that Operational Service in respect of that
month; plus

(b) an amount equal to the Operational Unit Charge for the Operational Service
‘Application Support Service (Fourth Line)’ in respect of that month multiplied by
the number of Post Office Ltd Generic Web Services (GWS) Clients minus three
in operation at the beginning of that month.

In respect of the Systems Management Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following;

(a) _ the Operational Fixed Charge for that Operational Service in respect of that
month; plus

(b) an amount equal to the Operational Unit Charge for that Operational Service in
respect of that month multiplied by the number of Counter Positions in operation
at the beginning of that month; plus

(c) an amount equal to the Margin Rate for that Operational Service in respect of
that month multiplied by the number of Counter Positions in operation at the
beginning of that month; plus

(d) an amount equal to the Operational Unit Charge for the Operational Service
‘Systems Management Service’ in respect of that month multiplied by the number
of Post Office Ltd Generic Web Services (GWS) Clients minus three in operation
at the beginning of that month.

With effect from 1st April 2017 the Operational Charges shall be reduced by the monthly
credit referred to in Annex B as ‘Trinity 1 Credit’ and, subject to the provisions of paragraph
17, the “Invest to Save Credit”

2.15 “HNG-X Test Infrastructure Charges”

In respect of the Financial Years ending 31st March 2018, 31st March 2019 and 31° March
2020, the HNG-X Test Infrastructure Charges are as set out in Annex B.

2.16

HNG-X Counter and HNG-A Gaps Infrastructure Charges”

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i. In respect of the Financial Year ending 31st March 2018, the HNG-X Counter Position
supporting infrastructure and HNG-A Gaps Counter Position supporting infrastructure
Charges is as set out in Annex B.

ii. It is agreed that the parties shall evaluate the scope of the HNG-X Counter Position
supporting infrastructure and HNG-A Gaps Counter Position supporting infrastructure
and associated Services as at 31st October 2017 and again as at 28th February 2018
for the Financial Year ending 31st March 2019 and shall act reasonably in seeking to
agree an appropriate adjustment to the applicable monthly Charges to take effect from
1st April 2018 to 31st March 2019 to reflect the impact (if any) of any relevant system
changes on the use of the HNG-X Counter Position supporting infrastructure and HNG-
A Counter Position supporting infrastructure and the associated Services during that
period (e.g. changes made to event monitoring systems against HNG-A Gaps and the
‘pivot to cloud work-stream’). The parties agree that in no event shall the HNG-X.
Counter Position and HNG-A Gaps Counter Position Infrastructure Charges from 1st
April 2018 exceed £67,523.87 per month.

2.16.3 In the event that the parties fail to execute a CCN on or after 31st March 2018 to adjust
the monthly HNG-X Counter Position and HNG-A Gaps Counter Position Infrastructure
Charges in accordance with paragraph 2.16.2 above then Post Office shall continue b
pay the monthly Charges of £67,523.87 until 31st March 2019 unless otherwise agreed
by the parties ina CCN.

2.16.4 Post Office may terminate for convenience the provision of the HNG-X Counter Position
and HNG-A Gaps Counter Position Infrastructure Services for any reason by giving
Fujitsu Services not less than 60 calendar days’ notice in writing provided such notice is
given in accordance with Clause 57.2 and that such termination shall take effect no
earlier than 1st October 2018. Fujitsu Services agrees to waive any Termination Charge,
HNG-X Termination Charge or Partial Termination Charge relating to the termination of
the HNG-X Counter Position and HNG-A Gaps Counter Position Infrastructure Services
which would otherwise be payable in the Financial Year ending 31st March 2019 where
this termination right has been exercised by Post Office. In the event of any conflict
between this provision and any other provision in the Agreement relating to the
termination for convenience of the HNG-X Counter Position and/or the HNG-A Gaps
Counter Position Infrastructure Services and/or Termination Charges, this provision shall
take priority.

2.17 Digital Development Services

In respect of the Digital Development Services the Post Office shall pay to Fujitsu
Services the DDS Charges as specified within Appendix 5 to Schedule 13 (Digital
Development Services) which shall be made of fixed and variable charges.

3 MARGIN PROTECTION

3.1 If in any of the Financial Years 2008/9 to 2011/12 (inclusive) the aggregate amount of all
the Operational Charges calculated in respect of that Financial Year by reference to a
Margin Rate (excluding, for the avoidance of doubt and for the purposes of this paragraph,
any "Late Cost to Post Office" applicable in respect of such Margin Rates in accordance

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3.2

3.3

3.4

3.5

41

4.1A

with paragraph 4.2.3) (plus the margin calculated in respect of that Financial Year in
accordance with paragraph 2.9.2(b)(i)) shall be less than the Protected Margin for that
Financial Year, then Post Office shall pay to Fujitsu Services an amount equal to the
difference.

The amount paid by Post Office in accordance with paragraph 3.1 in respect of any
Financial Year shall be available to Post Office as a credit to be applied against the margin
on any new Services agreed under the Change Control Procedure which Post Office
obtains from Fujitsu Services in that Financial Year, provided such new Service is
provided for longer than twelve months.

Any credit available to Post Office pursuant to paragraph 3.2 shall be made available
monthly throughout the Financial Year in question based on estimates made on a year to
date basis in respect of each month. As soon as reasonably practicable following the end
of each such Financial Year the actual amount available by way of credit during that
Financial Year shall be calculated. If the amount available as a credit in respect of the
Financial Year as so calculated is greater than the aggregate of the monthly credits
actually made available to Post Office during that Financial Year the difference shall be
made available to the Post Office as an additional credit on the basis set out in paragraph
3.2. If the amount available as a credit in respect of the Financial Year as so calculated
is less than the aggregate of the monthly credits actually utilised by Post Office during
that Financial Year then the Post Office shall repay to Fujitsu Services an amount equal
to that shortfall.

In settlement of the incorrect calculation and invoicing by Fujitsu Services of margin
protection payments during the period April 2008 up to and including August 2009, the
parties have agreed that Fujitsu shall pay back to Post Office the sum of £339,396
erroneously paid out by Post Office during such period in margin protection payments.
£300,000 of such sum shall be repaid upon signature by the parties of the POLSAP Phase
1 Live Service CCN, and the balance shall be repaid upon signature of CCN 1268, each
as a credit to Post Office to be offset against monthly Operational Charges.
Notwithstanding anything to the contrary in this Agreement, such repayment by Fujitsu
shall not operate so as to reduce the aggregate amount of Operational Charges paid by
Post Office in the relevant Financial Year and so triggering margin protection payments
by Post Office pursuant to paragraph 3.1 above.

With effect from September 2009, without prejudice to its other obligations in relation to
margin protection, Fujitsu Services shall apply correctly the margin calculation at
paragraph 2.9.2 (b) (ii) above.

VARIATION OF OPERATIONAL CHARGES -— TRIGGER POINTS

Assumptions have been made by the Parties about the timing of certain events set out in
the Trigger Point Table (referred to as "Trigger Points") in settling the amounts of the
Operational Charges.

For the avoidance of doubt, the planned dates in the Trigger Point Table shall not be
changed to reflect any changes that might be made to the HNG-X Programme Plan and
no adjustment shall be made to the Operational Charges in relation to Trigger Points
other than pursuant to paragraphs 4.2.3 or 4.2.4, unless the Parties agree otherwise
under the Change Control Procedure.

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4.2 The principles that shall apply for adjustment to the Operational Fixed Charges and
Operational Unit Charges when Trigger Points occur early or late are as follows:

4.2.41

4.2.2

4.2.3

4.24

Not Used

In the event that Project HNG-X is terminated either pursuant to (i) Clause 47.15
(but only as a consequence of the Agreement terminating pursuant to Clause 47.4
or 47.7) or (ii) Clause 47.11.2, then the dates stated in the Trigger Point Table for
such of the Trigger Points that are planned to occur after HNG-X Initial
Acceptance (being, for the avoidance of doubt, Trigger Point T6 (Counter
Application Roll Out Complete) only) shall be put back (for the purposes of this
paragraph 4 only) to the date of the expiry or earlier termination of the Agreement,
provided that in each case such termination of Project HNG-X occurred prior to
HNG-X Initial Acceptance.

The Operational Fixed Charges and/or Operational Unit Charges (as specified in
the final column of the Trigger Point Table) for the Operational Services
corresponding to the Trigger Points (if any) adjusted in accordance with
paragraph 4.2.2 shall each be increased in each complete calendar month in the
period by which such Trigger Points are put back, by the amount of the "Late Cost
to Post Office" (if any) specified in the Trigger Point Table.

If any of the Trigger Points are delayed beyond the planned dates specified in
the Trigger Point Table, then to the extent that the delay was:

(a) caused by a Default or delay of Post Office or any of its employees,
agents or subcontractors, then Fujitsu Services shall be entitled to
increase the Operational Fixed Charges and/or Operational Unit Charges
(as specified in the final column of the Trigger Point Table) for the
Operational Services corresponding to that Trigger Point (as identified in
the Trigger Point Table) in each complete calendar month during the
period of that delay or Default by the amount of the “Late Cost to Post
Office” (if any) specified in the Trigger Point Table;

b) not caused by a Default or delay of Post Office, or any of its employees,
agents or subcontractors, then, without prejudice to any other right or
remedy of Post Office, Fujitsu Services shall continue to charge Post
Office the relevant Operational Charges in Annex C of this Schedule D1
without any adjustment.

4.3 Variabilisation Framework

4.3.1 The provisions of Schedule I set out the principles and processes applicable to

Variabilisation.

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5.1

5.1A

5.2

5.3

VARIATION OF OPERATIONAL UNIT CHARGES AND OPERATIONAL FIXED
CHARGES

Engineering Service
Paragraph removed by CCN1616b
5.1.1 the Operational Unit Charge per Counter Position and Margin Rate per Counter
Position (if any) applicable in respect of the Engineering Service for each month
following such re-allocation of Hardware taking effect shall be varied in

accordance with the Table set out in Annex F to the extent of the Proportion
Change (expressed in percentage terms) in each category of Priorities;

5.1.3

Paragraph removed by CCN1616b

Operational Business Change (Branch Change) Service

Not Used

Data Centre Operations Service

If the number of SAP Basis Calls per month exceeds 200 in any three months within a six
month period providing that the SAP Basis Calls are not due to a fault in the POLSAP.
Central Infrastructure or POLSAP Software that is attributable solely to Fujitsu Services’
actions and Fujitsu Services demonstrates to the satisfaction of Post Office (acting
reasonably) that it will as a result thereafter require additional resource to manage SAP
Basis Calls above 200 per month, the Parties shall agree under the Change Control
Procedure (such agreement not to be unreasonably withheld) adjustments to:

5.3.1 the Operational Fixed Charge for the Data Centre Operations Service and the
number of SAP Basis Calls included within that Charge, as necessary to reflect
such additional resource requirement; and

5.3.2 _ the Charge per SAP Basis Call and threshold from which that Charge applies, as
set out in paragraph 6.1.

5.3A Paragrah removed by CCN1613a.

5.4

5.5

Clause removed by CCN1613a. NBS Audit Record Queries

If Post Office exercises its option under the CCD entitled “Service Description for the
Security Management Service” (CS/SER/016), when that CCD is in effect, or the CCD
entitled "Security Management Service: Service Description" (SVM/SDM/SD/0017), when
that CCD is in effect, to vary the maximum number of Audit Record Queries which Fujitsu
Services is required to carry out, the Operational Fixed Charge in respect of the Security
Management Service shall, with effect from the date on which that revised maximum

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5.6

5.6A

5.7

5.8

5.9

becomes effective, be increased by £240.93 per Audit Record Query by which such
maximum is increased.

Reference Data Processes

For every month after the Amendment Date during which the Reference Data processes
have not been improved by Post Office (or its agents or subcontractors) performing the
work necessary to achieve the following aims:

5.6.1 reduce errors and rework by streamlining the end-to-end Reference Data
processes and simplifying/rationalising the business rules around different
Reference Data types and their sources/validation;

5.6.2 introduce a generic model of product data to minimise the number of product
types, eliminate “special” product features and increase use of "soft" reference
data methods in lieu of "hard" application coding; and

5.6.3 apply Reference Data consistently across all elements of end-to-end solution.

Post Office shall pay to Fujitsu Services an addition to the Operational Fixed Charge for
the Reference Data Management Service due in respect of that month. In Financial
Year 2011/12 the additional monthly charge (if applicable) shall be £20,637, In respect
of each subsequent month, the charge shall be £21,627 where applicable. From 1"
September 2013 no such charges shall apply.

Services introduced by CCN

Post Office may terminate the Services introduced by (i) CCN641a and (ii) CCN807 and
CCN1163 (as listed in the CCN Service List), by raising a CCN to terminate such Service,
subject to Fujitsu Services being entitled to reimbursement by Post Office of its
reasonable costs incurred in the termination of such Service by raising an invoice in
accordance with Schedule D2 in respect of such costs as they arise. If such Services are
so terminated, an amount per month equal to the monthly charge value for each such
Service (as set out in column three of the CCN Service List for the CCN introducing the
Service in question) shall be deducted from the Operational Fixed Charge for the Data
Centre Operations Service.

All of the Services introduced by CCN (as listed in the CCN Service List), other than
CCN641a, CCN807 and CCN1163, shall terminate in sequence with the migration of the
related Client systems from their existing interfaces with the Infrastructure to the EDG.

If following notice given by Post Office and development of an alternative approach in
accordance with row A4 in Table 2 of Annex 1 to Schedule B5 any of the Client systems
referred to in paragraph 5.8 shall not have been migrated to the EDG by the date of
completion of HNG-X Project Workstream X2 (Migrate Data Centre to HNG-X
configuration), the Services introduced by CCN (as listed in the CCN Service List) related
to those Client systems shall continue and, with effect from that date, the Charges for
those Services set out in the CCN Service List shall be payable by Post Office to Fujitsu
Services until the relevant Client systems have been migrated to the EDG.

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5.10 Periodic review of the CCN Service List to update it for additions and deletions shall be
managed by the Commercial Leads.

BFPO Branches.

5.11. For the avoidance of doubt all variable Operational charges as listed in Annex B Schedule
D1 will be applied to BFPO Branches.

5.12 Impact of termination or expiry of the Service Desk Service on the Engineering Service:

5.12.1 At the date of CCN1400, it was acknowledged that the termination of the Service Desk
Service may have an impact on the volume of Engineering Service visits to Branches.
To this end, it is agreed that the Engineering Service shall be subject to Branch visit
volume baselines to be agreed between the parties (the “Expected Engineering
Volumes”) calculated by reference to the Engineering Reference Period in accordance

with the process set out below. This baseline shall be set out in a formal exchange of
letters.

5.12.2 With respect to the Engineering Service, Fujitsu Services shall record the volume of
Engineering Service visits to Branch and shall provide to Post Office data relating to
engineering visits in the Engineering Reference Period. The "Engineering Reference
Period’ will be the later of either:

a) Six complete calendar months immediately prior to commencement of
rampdown of the Service Desk Service; or
b) Six complete calendar months immediately prior to notification of termination of

the Service Desk,

5.12.3 The Engineering Reference Period will be used to generate a forecast of expected
volume of Engineering Service visits to Branches for the period where Fujitsu Services
is providing the Engineering Service but the service desk is provided by a Next Supplier
(i.e. after the Service Desk Service has been terminated) so as to enable the parties to
agree the “Expected Engineering Volumes”.

5.12.4 In order to determine the Expected Engineering Volumes:

a) Post Office and Fujitsu Services shall jointly normalise the volume of visit data
measured during the Engineering Reference Period to take account of

i) particular circumstances occurring at any point in the Engineering
Reference Period;

ii) any peak periods included in the Engineering Reference Period,
whereby downward adjustments shall be made based on a reversal of
the uplifts (adjusted for any particular circumstances at that time)
experienced for each month in the same peak period in the prior year.

b) Normalisation will only be applied to significant programmes that have
materially impacted the Expected Engineering Volumes. Historic examples of
where this has been the case are the introduction of new media to Epson
printers which generated circa1000 additional engineering visits per month and
the programme rollout of new PIN Pads that generated circa 400 additional
engineering visits per month.

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c) An 8% variance will be applied to the agreed volumes to generate upper (108%)
& lower (92%) threshold for each month.

d) With respect to months October to December (inclusive), an additional “peak
uplift” shall be applied to the Expected Engineering Volumes. The increased
percentage shall be applied for these months to take account of the expected
greater volumes of Engineering visits to Branches. The peak uplift in 2012
was as follows :-

i) October +10.0%
ii) November +19.7%
iii) December 4+12.7%

For the avoidance of doubt, months January to September (inclusive) will be considered
normal (non peak) months for the purpose of this calculation (and shall therefore only
be subject to the variance highlighted in paragraph c) above.

5.12.5 The agreed volumes together with the upper and lower thresholds and peak uplift
determined in accordance with paragraph 5.12.4 above shall form the Expected
Engineering Volumes. In addition, the Expected Engineering Volumes shall be linked to
the estate volume of 29,600 counters (or as per the average number of counters during
the Engineering Reference Period). If the actual estate size varies materially (+/- 1%)
between the volume agreed by reference to the Engineering Reference Period and the
period associated with the actual engineering visits measurement, an appropriate
adjustment will be made to the Expected Engineering Volumes.

5.12.6 At the end of each 3 month period following termination of the Service Desk Service, the
parties shall total the actual Engineering Service visits to Branches, this sum being,
subject to paragraph 5.12.10 below the “Actual Engineering Visits”

5.12.7 Should Actual Engineering Visits be greater than the upper threshold for the Expected
Engineering Volumes for that 3 month period, Post Office shall pay Fujitsu Services a
sum equivalent to credits as detailed in paragraph 5.12.9 below for each Engineering
visit to a Branch above the upper threshold.

5.12.8 Should Actual Engineering Visits be lower than the lower threshold for the Expected
Engineering Volumes for that month , Fujitsu Services will credit Post Office as detailed
in paragraph 5.12.9 for each Engineering visit to a Branch below the lower threshold.

5.12.9 For each additional visit over and above the Upper Threshold (108%) for the 3 month
period, Fujitsu Services shall be entitled to charge £125 per visit. Inthe event that the
number of visits made in that 3 month period is below the Lower Threshold (92%),
Fujitsu Services shall give a credit to the Post Office of £100 per visit. Additional
charges and credits shall be applied to the operational charge invoice and Fujitsu
Services shall provide supporting information.

5.12.10 For the avoidance of doubt, Actual Engineering Visits shall be based on:

a) the number of incidents passed from the Next Supplier of the replacement
Service Desk to the Engineering Service; and

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b) the proactive incidents logged by Fujitsu Services (i.e. Bad blocks on Hard Disc
drives), but in this latter category these shall be limited to no more than 100
visits per month. If the actual volume of proactive incidents logged by Fujitsu
Services is greater than 100, only 100 will be counted in the actual Engineering
Service visits to Branches volumes for that month.

The following will be excluded from the measure of actual Engineering Service visits to

Branches:
i) any agreed user self-fix incidents that do not require an engineer to attend the
Branch, provided the Service Desk identifies them, and does not pass them to
Fujitsu Services’ engineering queue;
ii) any repeat visits to Branches with respect to the same recorded incident; and/or
iii) any engineering visits due to issues, or incidents arising from unexpected failure

across the branch network of a hardware component due to age that exceeds a
50% degradation in the MTBF rates (such rates determined by reference to the
MTBF rates occurring immediately prior to termination of the Service Desk
Service), save where such degradation in the MTBF rate can be directly
attributed to circumstances linked to a change introduced at the request of Post
Office whereupon such additional failures (over and above the MTBF rate +
50% degradation) shall be included in the calculations.

5.12.11 From the date that the Expected Engineering Volume becomes effective the charges to
Post Office in respect of MTBF excess visits shall cease to apply.

5.12.12 Paragraph removed by CCN1616b

6 ADDITIONAL OPERATIONAL CHARGES

Additional Charges in respect of the Data Centre Operations Service

6.1 a) As an additional monthly Charge for the Data Centre Operations Service, if the
number of SAP Basis Calls per month exceeds ten, Post Office shall pay to Fujitsu
Services £215.78 for each such SAP Basis Call in excess of ten per month.

b) In the event that the parties agree that the Oracle database shall no longer be
within Oracle support then the monthly Charge for the Data Centre Operations Service
shall be uplifted by £30,000 per month and in the event that there is an Incident
involving the Oracle database, support shall be provided by Fujitsu Services on
reasonable endeavours (and as such Service Levels to the extent applicable will not
apply) and time and materials basis in accordance with the Rate Card where Fujitsu
Personnel are used and in accordance with Oracle's then current standard published
rate card (or cheaper) where assistance is required from Oracle. Oracle's position on
support is likely to evolve and future direction will form part of the jointly agreed
technology roadmap as described in Clause 10.9.

Additional Charges following termination for convenience

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6.2 If Project HNG-X is terminated pursuant to (i) Clause 47.15, but only as a consequence
of the Agreement terminating pursuant to Clause 47.4 or 47.7, or (ii) Clause 47.11.2, Post
Office shall pay to Fujitsu Services, in respect of the period (if any) between 31 March
2010 and the earlier of termination or expiry of this Agreement an amount equal to:

6.2.1 the costs incurred by Fujitsu Services in respect of hardware and/or software
maintenance and support additional to those allowed for in the Charges plus
margin thereon, calculated together by multiplying such costs by 100 divided by
78; and

6.2.2 the costs incurred by Fujitsu Services in respect of additional hardware, software
or other equipment required in the Data Centres plus margin thereon, calculated
together by multiplying such costs by 100 divided by 95,

in each case where such maintenance, support, hardware, software or equipment is
necessary in Fujitsu Services’ reasonable opinion for the provision of Services in
accordance with this Agreement. All such costs shall be subject to Open Book verification
(which, in the case of paragraph 6.2.1, shall be by reference to HNG-X Baseline Open
Book Information), and shall be invoiced by Fujitsu Services in accordance with Schedule
D2 after such verification has been undertaken

6.3 Paragraph removed by CCN1612b

6.3.1 Not Used

6.3.2 Not Used
6.3.3 Not Used
6.4 Paragraph removed by CCN1612b
6.5 Paragraph removed by CCN1612b
6.6 Paragraph removed by CCN1612b

6.7 IBM Credence Software

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The IBM Credence Software shall be charged (excluding VAT) as follows:

- March 2010 £119,565

- October 2010 £122,434.56
- October 2011 £122,434.56
- October 2012 £134,470.37
- October 2013 £138,638.95

In addition, a support charge of £810.27 per month will be chargeable from 1st December 2009
to 31 March 2015. For software maintenance for the period after 31st March 2015, save for
facilitating the purchase of software for the benefit of Post Office under CT1792, Fujtsu shall
have no responsibility whatsoever for ensuring that further annual software subscriptions and
support renewals for the IBM Credence software set are kept active and in force. In addition,
any Fujitsu resource incurred in assisting in the resolution of any queries or disputes in
connection with the IBM Credence software set that may arise shall be managed and charged
via the Change Control Procedure.

In the event that Post Office wish to further renew the software via Fujitsu or novate the existing
software from Fujitsu then this shall be agreed and managed via the Change Control Procedure.

It was agreed for the extension of the Credence/ MDM Service beyond 31st March 2015 that the
ongoing charges in relation to the IBM Credence Software (for those licence products and
volumes that were procured from Fujitsu for the use by Credence in 2009) have been included
in the parallel-run charges for the initial infrastructure as contained in the final version of
CT1778 ‘Credence / MDM Infrastructure Tech Refresh’ and any required continuation changes
until the software is uninstalled.

The ongoing charges for IBM Credence Software (for those licences procured in CT1778
‘Credence / MDM Infrastructure Tech Refresh’) have been included in the Operational Charges
for the Credence/ MDM service from 1st April 2015.

6.8 In full and final settlement of any cause of action that at the date of signature of CCN
1268 Post Office may have against Fujitsu Services arising from Project HNG-X not
having been delivered in accordance with the timescales under the HNG-X
Programme Plan in its agreed form prior to signature of CCN 1268 (but no other
cause of action), which settlement (for the avoidance of doubt) does not preclude
adjustments (as agreed between the parties from time to time) to these terms in the
event that the plan is further amended, Fujitsu Services shall pay to Post Office each
month, between October 2009 and February 2010 inclusive, the sum of £1 million
(exclusive of VAT). This shall be in the form of a credit note which will be offset against
the total Operational Charges invoiced for the relevant month. The credit note shall
not operate so as to reduce the aggregate amount of the Operational Charges
calculated in respect of the relevant Financial Year thus triggering margin protection
payments by Post Office pursuant to paragraph 3.1 of this Schedule D1.

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6.9 Paragraph removed by CCN1616b
6.11 Additional POLSAP Hosting Services Licence Charges (CCN1609d)
6.11.1 The following one off fixed charges shall apply and shall be payable as shown below:

Continuation of the Open Text Sub-Contract for the provision of the Data Archiving for SAP
Solutions 350 users licenses and support up to and including at 23:59 on31st March
2017 (as set out in Attachment 2 of CCN1609d and further described in paragraph
2.1.5.6 of the POLSAP Hosting Service, Service Description (SVM/SDM/SD/2191)) at a
fixed charge of £14,187.81 payable on 5" October 2016 and as further extended in
CCN1620c (POLSAP Hosting Service from Midnight on 31st March 2017 to 31st March
2018, the Charges for support and maintenance of the OpenText Software for this
additional extension period are included in the POLSAP Hosting Service Operational
Charges from 1% April 2017 ; and

. Continuation of the 6 Oracle Database Enterprise Edition— Processor Perpetual licenses up

to and including 31st March 2017 (as described in paragraph 2.1.5.6 of the POLSAP

Hosting Service, Service Description (SVM/SDM/SD/2191) at a fixed charge of

£7,177.02 payable on 5" October 2016 and as further extended in CCN1620c

(POLSAP Hosting Service from Midnight on 31st March 2017 to 31st March 2018), the

Charges for support and maintenance of this Oracle Software for this additional

extension period are included in the POLSAP Hosting Service Operational Charges

from 1%'April 2017.”

6.12 Decommissioning Activities

6.

.12.1 POLSAP Hosting Infrastructure Decommissioning

RONAN

6.12.1 The one time fixed Charge for Fujitsu Services to decommission the POLSAP Hosting
Infrastructure on expiration or earlier termination of the POLSAP Hosting Service and any
residual run costs is £120,000, however the parties agree to have further discussions
relating to the scope and approach of decommissioning prior to the Post Office serving
notice of termination, these discussions may enable a reduction in the fixed Charge of
£120,000. The Parties acknowledge that Fujitsu Services’ current bottom up planning for
these activities indicate a cost of £140,000 that is being discounted by £20,000 by Fujitsu
Services. The decommissioning tasks will comprise:

Logical

Software / operating system deletion

Network (router, switches, firewalls, load balancer) configuration updates

Storage configuration updates

Systems management configuration updates (monitoring, backups, anti-virus)

Updates to other retained HNG-X components

. Formal release of updated HNG-X batch schedules

Physical removal of surplus servers, storage and cabling

Secure disposal of surplus equipment

Document updates, work instructions and KELs

Residual hosting costs until the infrastructure is decommissioned

All other activities reasonably required of Fujitsu Services in order to close down and end
the Services which have been extended by CCN1644a. For the avoidance of doubt any
migration activities required to effect the transfer of the Credence/MDM platform from
the current Fujitsu Services hosted environment to a Next Supplier's hosting
environment are not included within the decommissioning activities and therefore any
charges for such migration activities are not included decommissioning Charges set out
in this CCN.

OaPONS

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6.12.2 The £120,000 fixed Charges specified for decommissioning activities above will be
invoiced as follows:

(i) fifty percent (50%) of those Charges upon expiry of the forty five day notice period to
terminate the POLSAP Hosting Service (as may be extended by agreement due to a change
freeze) or on 318t March 2019, whichever is the earlier; and

(ii) fifty percent (50%) of those Charges upon Fujitsu Services’ deemed completion of the
POLSAP decommissioning activities (i.e. the applicable acceptance criteria have been met).
The parties shall use reasonable endeavours to seek to agree suitable acceptance criteria to
apply to the decommissioning activities within 10 Working Days of the first invoice trigger
date described in sub-paragraph 6.12.2 (i) above.

6.13 Operational Business Change (Branch Change) Restructure Charge

£185,000 (excluding VAT) is chargeable in March 2018.

Fujitsu Services shall restructure its Operational Business Change (Branch Change)
Service delivery resources with effect from the 1°‘ April 2018 to enable Fujitsu Services

to reduce the Operational Business Change (Branch Change) Service Operational
Charges, which will apply with effect from 1* April 2018.

Post Office commit toa minimum spend commitment of £360,000 (excluding VAT and

not subject to contractual indexation provisions) against the OBC CaltOff Service in the
period 1%‘ April 2018 to 31% March 2023.

7 CHARGES FOR THE CALL-OFF SERVICES

Operational Business Change (Branch Change) Service

7A Post Office shall pay Fujitsu Services for the Operational Business Change (Branch
Change) Service at the prices set out in, as applicable in accordance with the provisions
of Schedule B3.1, the CCD entitled “Operational Business Change — Branch, Service
Descriptions and Schedule of Service Prices” (CS/PDN/015) or the CCD entitled
“Operational Business Change (Branch Change) Service: Service Description"
(SVM/SDM/SD/0014). Fujitsu Services shall invoice such Charges on a quarterly basis
in arrear. In respect of each month until 31 March 2015, for the purposes of applying the
monthly pre-paid amounts referred to in paragraph 5.2, Fujitsu Services shall set out
within each such invoice, the Charges payable for Operational Business Change (Branch
Change) Service in each month in that quarter.

7.2 Not Used

Message Broadcast Service

7.3 In respect of the Message Broadcast Service, Post Office shall pay to Fujitsu Services:
7.3.1 during the period that the CCD “Message Broadcast: Service Description"

(CS/SER/004) is effective in accordance with the provisions of Schedule B3.1,

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74

75

7.6

£144.03 per message plus 1 pence per Branch to which it is successfully
delivered as requested; and

7.3.2 during the period that the CCD "Message Broadcast Service: Service Description"
(SVM/SDM/SD/0018) is effective in accordance with the provisions of Schedule
B3.1 £163.09 per message.

Training Counter Update Service

Off-line upgrades to Old CTO Configurations shall be provided as follows:

7.4.1 Fujitsu Services shall provide ad hoc software and related reference data
upgrades to Old CTO Configurations. For the avoidance of doubt Head Office
Counter Positions do not require off-line upgrade.

7.4.2 Post Office shall provide Fujitsu Services with not less than 13 weeks written
notice of a requirement to deliver a new software and related reference data build
to Old CTO Configurations. Post Office may request this service up to four times
per Financial Year, provided that a request is not made before implementation of
the previous build is complete.

7.4.3 If notice is given by Post Office in accordance with paragraph 7.4.2, Post Office
and Fujitsu Services shall agree which elements, as set out in the CCD entitled
"Counter Training Offices Strategy" (IM/STR/056), shall form part of the required
software and reference data build.

7.4.4 The software upgrade shall be carried out in accordance with the CCD entitled
“Counter Training Offices Strategy” (IM/STR/056).

7.4.5 The price that shall be paid by Post Office to Fujitsu Services for the Training
Counter Update Service for each upgrade of Old CTO Configurations shall be the
aggregate of:

. a fixed charge of £47,135.97;

. a variable charge of £24.07 multiplied by the number of terminals being
upgraded; and

. a variable charge of £160.79 multiplied by the number of locations (if
any) in excess of 47 locations at which upgrades are to be carried out.

Additional Charges in respect of the Data Centre Operations Service

As an additional Charge for the Data Centre Operations Service, Post Office shall pay
Fujitsu Services for PODG Client File Re-Send Service at the prices set out in, as
applicable in accordance with the provisions of Schedule B3.1Annex A to the CCD entitled
"Service Description for Data Centre Operations Service" (SVM/SDM/SD/0003).

Additional Charges in respect of the Reference Data Management Service

As an additional Charge for the Reference Data Management Service, Post Office shall
pay Fujitsu Services for:

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7.6.1 Client Take-On Service at the prices set out in, as applicable in accordance with
the provisions of Schedule B3.1, the CCD entitled “Service Description for AP
Client Take-On Service” (CS/SER/011). Charges for additional ad-hoc services
are stated in Table 1 below, and any change to these (other than by application
of RPI in accordance with paragraphs 16.1 and 16.2 of Schedule D1 of the
Agreement) shall be undertaken through the Change Control Procedure
Table 1
Charges for Financial Year ending Fixed charge per
31/03/20 request
A Ad-hoc Client Take on Facility: £375.75
full cycle including regression
B Ad-hoc Client Take on Facility: £2,687.02
cycle less regression
Cc Ad-hoc Client Take on Facility: £1,075.49
regression only
D Ad-hoc Client Take on Facility: £1,805.12
test file only
7.6.2 AP Client Delivery Agreement Change Service at the prices set out in, as
applicable in accordance with the provisions of Schedule B3.1, the CCD entitled
“Service Description for AP Client Delivery Agreement Change Service”
(CS/SER/012) or Charges for Service Requests are stated in Table 2 below, and
any change to these (other than by application of RPI in accordance with
paragraphs 16.1 and 16.2 of Schedule D1 of the Agreement) shall be undertaken
through the Change Control Procedure
Table 2
Charges for Financial Year Fixed charge per
ending 31/03/20 request
A Service request (other than an £902.54
interface transfer) for a Santander
Client
B Service request (other than an £1,805.12
interface transfer) for a Non-
Santander Client

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Cc Service request to transfer a Client £1805.12
to a different Agent Interface

7.6.3 Requests for reference data Support of SV&I Test Rigs for Horizon pursuant to
the CCD entitled “Reference Data Management Service: Service Description”
(SVM/SDM/SD/0013) shall be priced on the following basis:

Post Office shall pay Fujitsu Services £1,415.67 per request
Horizon Icon Service

7.7 If Post Office require additional icons to be included in new Releases for (i) the Horizon
Service Infrastructure or (ii) the elements of the Horizon Service Infrastructure used during
the Roll Out Phase, the price that Post Office shall pay to Fujitsu Services for such icons
shall be as set out in the CCD entitled “Horizon Icon Service Prices” (CS/PDN/019).

New Extract Definition Requests

7.8 If Post Office requests New Extract Definitions pursuant to the CCD entitled “APOP.
Definition” (BP/SPE/046) the price that Post Office shall pay to Fujitsu Services for each
such New Extract Definition provided shall be £5,715.95.

7.9 If Post Office requests additional or amended receipt templates for Horizon pursuant to
the CCD entitled “Receipt Template Service: Service Description” (SVM/SDM/SD/0022)
the price that Post Office shall pay to Fujitsu Services for such receipt templates shall .be:

-For each new template - £2747.27
-For each major amendment - £1373.64
-For each minor amendment - no charge.

Note: These charges are baselined at April 2019

Payment Cardholder Environment (PC!) Penetration Testing

7.10 The unit price per Penetration Test carried out by Fujitsu, in accordance with the scope
described under the Security Management Service: Service Description referenced
SVM/SDM/SD/017, is £28,917.61 . Should changes be made to the Cardholder
Environment the unit charge shall be revised and agreed in accordance wth the Change
Control Procedure.

7.11. Work will be completed within 8 weeks from the date Fujitsu receive a Purchase Order
for carrying out a Penetration Test.

PODG Client Connection Service

1. Post Office shall pay Fujitsu Services for the PODG Client Connection Service at the prices
set out below in accordance with the provisions of Schedule B3.1 and Annex C to the
CCD entitled "Data Centre Operations Service: Service Description”
(SVM/SDM/SD/0003).

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Description of Change

Charges

OBC102 - Route changes
without security or network
changes

£3,200.79 per route

OBC103 - Route changes with
security changes

£4,946.68 per route

OBC104 - Security changes

£1,745.89 per security
credential set

OBC105 - Route changes with
network changes

£5,528.64 per route

OBC106 - Addition of new End
Points

£9,311.39 per end point

OBC107 - Addition new End
Points with associated UAT

£14,549.05 per end point

OBC108 - Removal of Routes

£1,280.32 per route

OBC109 — Removal of End
Points

£3,491.77 per end point

OBC110 — Removal of Routes
and associated End Points

£4,073.73 per end point with
route

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£581.96 per each type of
change

OBC111 - Ad Hoc changes
Password reminder

File Re-send

Back up data transfer

One off DOS and UNIX file
format conversion

OBC112 - Non Standard Hourly rate priced in
Changes accordance with the rates in
Schedule D1, section 10.4

For the avoidance of doubt, addition of new End Points with ISDN network type is out of
scope of the PODG Client Connection Service.

2. Post Office shall pay Fujitsu Services a charge, calculated on a Time and Material basis
using the rates in Schedule D1, section 10.4, if a request under the PODG Client
Connection Service is cancelled or paused for 3 months or more due to Fujitsu Services
waiting for input or clarification from Post Office on one or more items causing work to
be paused.

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8

PARAGRAPH REMOVED BY CCN1610

Superstock Service Charges

8.1

8.2

9.1

9.2

9.3

10

Not Used
Not Used
CHARGES FOR THIRD PARTY MANAGEMENT SERVICES

Subject to paragraphs 9.2 and 9.3, the Charges payable by Post Office to Fujitsu Services
for the provision of the Third Party Management Services shall be agreed under the
Change Control Procedure in respect of each third party that the Parties agree shall be
managed by Fujitsu Services as part of that Service.

In the event of Partial Termination of any Terminable Service pursuant to Clause 47.10.1
or 47.10.2 and the Parties agree or Post Office directs (where Post Office is entitled to
direct pursuant to paragraph 2.5 of Schedule E) that Fujitsu Services shall be responsible
for the management of the provision by a third party to the Post Office of services
equivalent to that Terminable Service, the Charges which shall be paid by Post Office to
Fujitsu Services for the provision of the Third Party Management Service in respect of
such equivalent services shall, subject to paragraph 9.3, be equivalent to the Service
Management Element which would have been payable had that Terminable Service not
been terminated.

In the event that Partial Termination of any Terminable Service occurs pursuant to Clause
47.10.1 or 47.10.2 and the specification of the third party services (if any) that Fujitsu
Services is directed by Post Office or agrees to manage as part of the Third Party
Management Service is different to the specification that applied to that Terminable
Service as referred to in Schedule B3.1, the Charges payable by Post Office under
paragraph 9.2 shall be increased by an amount equivalent to the Interface Operational
Costs reasonably incurred by Fujitsu Services which would not have been incurred but
for such differences in specification plus margin thereon calculated by multiplying such
Interface Operational Costs by 22 divided by 78 or, in the case only of network
connections provided by a third party, 5 divided by 95.

CHARGES FOR DEVELOPMENT SERVICES

Pre-Paid Development Charges

In consideration of the provision by Fujitsu Services of the Development Services, Post
Office shall pay to Fujitsu Services on the first day of each month an amount equal to one
twelfth of the amount set out in the following Table in respect of the Financial Year in which
such month falls.

Pre-paid Development Charges (£ millions) in Financial Years ending 31 March:

2007 2008 2009 2010 2011 2012 2013 2014 2015

67

5.53 4.62 4.66 0 0 0 0 0

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10.2 Each monthly payment made in accordance with paragraph 10.1 shall be available to
Post Office as a credit to offset against the following Charges due that month:

10.2.1 firstly against the Charges for HNG-X Development and Associated Change
Development (if any due that month in accordance with the provisions of
Schedule D8); and

10.2.2 secondly, if any balance of such payment remains, against the Charges due that
month for any Development Services (but not the SIP) undertaken by Fujitsu
Services pursuant to a Work Order.

10.3 If any balance of such payment remains after the amounts applied in accordance with
paragraphs 10.2.1 and 10.2.2, such balance shall not, subject to paragraph 12.2 of this
Schedule D1 and paragraph 2.6 of Schedule D8, be offset against any other Charges nor
shall it be carried forward.

Development Resources

10.4 Unless otherwise agreed,

a) for all CTs agreed up to and including 31% March 2016, if Post Office requires Fujitsu
Services to provide resources for Development Services pursuant to Schedule B1.1, Post
Office shall pay Fujitsu Services for such services on a time-cost basis according to the
following rates including where such resources fall within the Core Team:

Rate per hour Rate per hour Rate per hour
Grade

On Shore Near Shore [Offshore (India)
Systems Engineer £83.38 £98.19 £37.86
Senior System Engineer £100.85 £101.94 £40.06
Lead System Engineer £118.65, £109.44 £43.79
Unit Leader £133.29 £128.36 £60.77
Consultant (including SAP 7 i
Consultant) £153.38 Not applicable Not applicable
Senior Consultant, "
Manager £171.54 Not applicable Not applicable
Senior Manager, Principal 7
Specialist £201.51 Not applicable Not applicable

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Rate per hour Rate per hour Rate per hour
Grade

On Shore Near Shore IOffshore (India)
Exit Manager £171.54 N/A IN/A
Transition Director

£201.51 N/A N/A

b) For all CTs agreed from 1%' April 2016, the above rate card shall be replaced with the

Rate Card detailed below.

Rate per day*

Rate per day*

Grade

On Shore Offshore (India)
Systems Engineer £570 £306
Senior System Engineer I£690 £369
lLead System Engineer £811 £395
Unit Leader £912 £509
Consultant (including SAP 7

1041 Not Ii I

Consultant) £1048 lot applicable
Senior Consultant, 61,173 Not applicable
Manager
Senior Manager, Principal 61,680 Not applicable
Specialist
Exit Manager £1,173 IN/A
Transition Director

£1,680 N/A

* The per day basis is calculated by reference to 7.4 hours for onshore and 8 hours for
off-shore. Any per hour work shall be pro-rated accordingly.

The Rate Card detailed in paragraph b) (applicable from 1°' April 2016) is specified at
the prices applicable in February 2019 and as such shall be subject to indexation in
accordance with paragraph 16.4 prior to it becoming effective as well as for each

Financial Year thereafter.

Core and Standing Teams to 31°! March 2015

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10.4A During the period up to 31t March 2015, where members of the Inner Core Team, Outer
Core Team and Standing Team are retained on the contract full time for an extended
period for development work other than POLSAP or SIP (which already attract discounts),
the following discounts shall apply retrospectively to the date of CCN1271c or the date
they commenced the development work, whichever is the later.

Discounts shall be calculated for all the Inner Core Team, Outer Core Team and Standing
Team personnel and the discount calculations for each year shall be presented to the
Demand Planning Board each March for agreement.

For the Inner Core Team only, in recognition of the commitment of the team through to
the end of the Agreement, the anticipated final discount level shall be refunded annually.
In the event that eligibility for the Inner Core final discount ceases, then Post Office shall
repay all sums previously refunded by Fujitsu Services against that discount at the end of
the year at the time the other discounts are reconciled.

Payments of the agreed discount sum to Post Office shall be made on the April monthy
invoice each year as a credit (or via a cheque where the monthly operational charges are
insufficient or are no longer due). Discounts are only applied against standard UK rates;
there is no discount on Near Shore or Offshore rates. Where a post is discontinued, or
personnel replaced, at Post Office's request (except where personnel are replaced under
paragraph 3c of Annex 3 to Schedule A2), the eligibility for discount will be frozen at the
point of leaving the post or its discontinuance. If personnel are absent temporarily for
personal, sickness or Fujitsu Services requested reasons, the eligibility for discounts shall
not be affected by the absence.

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DISCOUNTS

Length of Service Inner Core Outer Core
0 up to 12 months 0% 0%

12 up to 36 months 0% 45%
36 up to 60 months 0% 8%

60 months or greater 18% 12%

Core and Standing Teams from 1%! April 2015

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Standing
0%
4%
6%

8%

10.4B During the period from 1* April 2015, the following charging structure will apply in

respect of the Inner Core Team and the Outer Core Team:

10.4B.1 Each full time post for the Inner Core Team shall be charged at the Rate
Card rate. From 1° April 2015 until 31S‘ March 2016, subject to Clauses
10.4B.2 and 10.4B.3, a discount of 18% of the total amount charged for the
Inner Core Team shall be calculated on a monthly basis and applied as a
credit to the Operational Charge. CCN1600 introduced a new Rate Card

effective from 1% April 2016 with discounted rates.

10.4B.2 In the event that Post Office removes a full time post from the Inner Core

Team, the following will apply:

(a) Asset out in paragraph 12 of Annex 3 to Schedule A2, where Post
Office removes any or all full time posts from the Inner Core Team by
notice in writing, on or prior to 30th September 2014, there shall be no

additional charge.

(b) I Where Post Office removes a full time post from the Inner Core Team
after 30" September 2014 but prior to 1 April 2016, Post Office shall
pay to Fujitsu Services a sum equivalent to the 18% discount applied
in respect of such full time post in a six month period. This amount
shall be invoiced by Fujitsu Services as a one off additional charge for
the month in which the full time post is removed from the Inner Core

team.

(c) Not Used

10.4B.3 In the event that Post Office provides notice to increase the Inner Core Team
in accordance with paragraph 11.3 of Annex 3 to Schedule A2 between 1°
April 2015 and 318‘ March 2016 inclusive, the 18% discount shall only apply
3 full months after the resource is added to the Inner Core Team. For the
avoidance of doubt, this paragraph 10.4.3B shall not apply if Post Office
provides notice to increase the Inner Core Team in accordance with
paragraph 11.3 of Annex 3 to Schedule A2 on or before 31 March 2015.

10.4B.4 Paragraphs 10.4B.1, 10.4B.2 and 10.4B.3 above will not apply in the event
that the Inner Core Team is terminated by Post Office in accordance with

paragraph 12 of Annex 3 to Schedule A2.

For the Outer Core Team the discount structure during the period 1* April 2015 to 31%

March 2016 is based upon the following table:

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Committed monthly spend (made by Post Office 3
months in advance)

Discount

>£150,000

1%

>£200,000

2%

>£250,000

3%

>£350,000

4%

>£500,000

5%

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The following shall also apply to the Charging for the Outer Core team:

(i)
(i)

(iii)
)

(v)

(vi)

The default pre-committed monthly Charge for the Outer Core team shall be
£150,000.

Post Office shall confirm its committed monthly spend and the mix of skills in
this team 3 months in advance of the month to which it wishes to apply the
discount. In order to qualify for the discount, the Post Office shall provide its
projected spend for 1° April 2015 to 30" June 2015 on or before 31% December
2014.

Fujitsu Services shall apply the discount applicable to the committed monthly
spend in each monthly invoice.

Save with respect to the period April 2015 to June 2015 (inclusive) should Post
Office fail to commit to a monthly spend 3 months in advance or separately fails
to meet monthly committed level of spend they will lose the discount for that
and the previous 2 months. In the event that Post Office fails to meet is
monthly committed level of spend in April 2015, May 2015 or June 2015, it shall
only lose the discount for that month. In both cases, this shall be invoiced by
Fujitsu Services as a one off additional charge for the month in which the
committed monthly spend is not achieved.

Post Office shall receive an additional 1% discount to the Rate Card for each
additional 6 month period that Post Office, in advance, makes a committed
monthly spend. For example, if Post Office were to commit to spend £500,000
per month from 1° April 2015 to 31S March 2016 it would be entitled to a
discount of 9% on the rates set out in the Rate Card. In order to receive this
discount, Post Office must give the commitment at least 3 months prior to the
first day of the committed period. So, for example, in order to receive the total
discount for 2 years commitment Post Office shall be required to make this
commitment by 315t December 2014.

There are no individual resource rate card reductions in addition to this
mechanism.

10.5 The Development Charges shall be due for payment monthly in arrears.

10.6 The Charges calculated in accordance with paragraph 10.4B in respect of work
undertaken for that day by each of the roles below shall not exceed the rates per day set
out in the table in paragraph 10.4B.4 of Schdule D1:

10.6.1 Consultant;

10.6.2 Senior Consultant Manager or Exit Managerand

10.6.3 Senior Manager, Principal Specialist or Transition Director.

10.7 Fujitsu Services will be entitled to be reimbursed by the Post Office for all reasonable
expenses incurred by it in providing Development Services, including (without limitation)
travel and subsistence expenses. Fujitsu Services shall notify Post Office in advance of
any unusual anticipated expenses, such as international travel.

10.8 Fujitsu Services shall, unless otherwise agreed, be entitled to charge for materials,
equipment, licences, support and other third party charges reasonably incurred by Fujitsu
Services in performing Development Services so as to make a 10% margin in relation to
those bought in elements of Fujitsu Service Cost (which for this purpose shall not include
any Fujitsu Services labour costs).

Credits relating to HNG-X Development

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10.9

10.10

10.11

An amount equivalent to £5,600,000 (exclusive of VAT) in aggregate shall be available to
Post Office as a credit to offset against the Charges for Operational Services. Of that
£5,600,000:

10.9.1 £2,133,333.33 shall be available upon signature of the POLSAP Phase 1 Live
Service CCN.

10.9.2 £1,733,333.33 shall be available upon signature of the Test Rig CCN
(Infrastructure including CIT, SV&l and INT Rigs).

10.9.3 £1,733,333.33 shall be available upon signature of the HNG-X Release 2 bundle
(inclusive of the component Commercial Terms (CTs) for each individual change
plus the overall ‘wrapper’ CCN authorising the release as a whole and the CCN
authorising the on-going service charge adjustments).

The above credits (in paragraphs 10.9.1 to 10.9.3 inclusive) not being dependent upon
the actual value of the CTs or CCNs. The credits shall each be made available to Post
Office to offset against the first monthly invoice for total Operational Charges following the
date of signature of the relevant CCN. The Margin Protection adjustment shall not operate
to reduce the full value of the credits above

New Business after initial HNG-X release

Post Office commits to procuring from Fujitsu Services further HNG-X releases and /or
other new business agreed from time to time (after the initial HNG-X release) to a
minimum value of £13.25 million including, but not necessarily limited to, Infrastructure
and the Wrappers in the table below, although it is recognised that formal CCNs/CTs
cannot be signed until the content of such CCNs/CTs is agreed.

New business

HNG-X Infrastructure (CIT, SV&l, INT
Rigs)

HNG-X R2/R3/R/4 (i.e. further releases
after the initial HNG-X release)

HNG-X R4/R5 Wrappers CT

Fixed Price Basis
If a fixed price basis is used for Development Services, Fujitsu Service Cost may include
a level of contingency and the fixed price will be assessed and agreed in advance on an

Open Book basis as set out in Schedule D4.

Gain Share

10.12 Gain Share may apply in relation to the provision of Development Services in accordance

with the principles set out in Schedule D3.

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11.2

SIP CHARGES

Unless otherwise agreed, if in any Financial Year Fujitsu Services provides members of
the SIP Team pursuant to Schedule B1.2, Post Office shall pay Fujitsu Services for such
provision on a time-cost basis, being rates equal to the cost to Fujitsu Services (on a
break-even basis) of employing the relevant individuals, taking into account for the
purposes of calculating that cost any averaging required where the relevant individual's
grade encompasses more than one professional community grade within Fujitsu Services
organisational structure. Such cost shall be certified by Fujitsu Services in accordance
with paragraph 1.5 of Schedule D4.

During the Financial Year 2006/7 the charges for each grade of Fujitsu Services staff in
the SIP shall, unless paragraph 11.4 applies, be calculated according to the rates for non-
committed resource set out in the following table:

Grade Rate per working Rate per working
day (non- day (committed
icommitted ‘esource)
resource)

(On Shore (On Shore

Systems Engineer Not applicable lot applicable

Senior System Engineer Not applicable jot applicable

lLead System Engineer Not applicable jot applicable

Consultant, Unit Leader £487.13 £444.14

Senior Consultant, Manager £632.87 £575.64

Senior Manager, Principal Specialist £799.86 £728.05

The number of hours charged in accordance with paragraph 11.2 for any individual for
any day shall not exceed 7.4

The rate per working day for the relevant grade of committed resource in the table above
shall apply in respect of each Fujitsu Services SIP Team Member of that grade where
Post Office notifies Fujitsu Services by 30 September 2006 that it will commit to utilising
the specified role in which an individual of that grade is engaged for at least 100 days of
the remainder of Financial Year 2006/7. If by the end of Financial Year 2006/7 Post Office
has not utilised that specified role for 100 days or more, the charges for the individual

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12

12.1

12.2

12.3

13

performing that role shall be recalculated using the applicable rate for non-committed
resource and Post Office shall pay to Fujitsu Services an amount equal to the difference.

The Charges for resources for the SIP shall become due for payment monthly in arrear.

The rates for each grade set out in the table in paragraph 11.2 shall be varied in each
subsequent Financial Year to reflect the costs to Fujitsu Services referred to in paragraph
11.1 (the component elements of which costs are as set out in the table “Breakdown of
Day Rate Calculation - Example Grades” referred to in paragraph 2 of the CCD entitled
“HNG-X Baseline Open Book Information” (COM/MGT/PRO/0002)) for that Financial Year
as applicable in respect of each such grade, taking into account any averaging required
where that grade encompasses more than one professional community grade within
Fujitsu Services organisational structure. For the purposes of the rates for each grade of
committed resource in the table in paragraph 11.2, such variation shall be on the basis
that Post Office commits at the beginning of the Financial Year to utilising that grade of
resource for 204 days in that Financial Year. Paragraph 11.4 shall apply in respect of
each Financial Year after 2006/7 with the necessary changes deemed to be made to it to
reflect such 204 day commitment applying from the beginning of the Financial Year rather
than the 100 days referred to applying from September 2006.

In each case where a Fujitsu Services SIP Team Member is unable to perform a specified
role due to illness, injury or any other reason outside Post Office's control, the number of
days for which he is unable to perform that role shall be deemed to be included within a
period of utilisation of that role for the purposes of determining whether Post Office has
not utilised a specified role.

CHARGES FOR TRANSFER SERVICES

Post Office shall pay Fujitsu Services for all Transfer Services provided in the event of
Partial Termination, termination of Project HNG-X, termination of the Agreement or expiry
of the Agreement on a time-cost basis according to the rates set out in the Table in
paragraph 10.4 (but subject to paragraph 10.6) and on the basis set out in paragraph
10.5.

If Transfer Services are provided prior to 31 March 2010, any unused balance at the end
of each month of the pre-payment referred to in paragraph 10.3 may, at Post Office's
option, be offset as a credit against the Charges due that month for such Transfer Services
in accordance with paragraph 12.1.

Fujitsu Services’ Charges in respect of materials and expenses in connection with the
provision of Transfer Services shall be calculated in the same way as they are calculated
for Development Services as set out in paragraphs 10.7 and 10.8.

CAPACITY ADDITIONS

The capacity planning and performance and volume monitoring carried out as part of the
Service Management Service may from time to time identify that forecast volumes of Post
Office business are likely to exceed those allowed for and the consequent need to add
capacity to an element of Infrastructure (Branch equipment, communications network or
Data Centre) so as to maintain Fujitsu Services’ capability to achieve Service Levels.

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13.2

13.3

14

14.1

14.2

14.3

14.4

14.5

14.6

14.7

Such additions will be supported by analysis carried out in accordance with the CCD
entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033) and be
subject to the Change Control Procedure.

Fujitsu Services shall be entitled to recover from Post Office its reasonably incurred,
increased direct costs and expenses of performing its obligations under this Agreement
to the extent that such increased direct costs and expenses were the result of a Design
Limit being exceeded. Fujitsu Services shall use all reasonable endeavours to mitigate
the amounts payable in accordance with this paragraph and shall provide an Open Book
statement of such increased direct costs and expenses incurred for approval by Post
Office, such approval not to be unreasonably withheld.

Other enhancements to the Infrastructure may be required from time to time in
accordance with the Work Ordering Procedure or Change Control Procedure, as
applicable. Unless otherwise agreed, the pricing principles are as follows:

13.4.1 Fujitsu Services shall be entitled to Charge for the work undertaken by it in relation
to such enhancements on the time and materials basis set out under the heading
“Development Resources" in paragraph 10.4 (but subject to paragraph 10.6).

13.4.2. Ifa fixed price basis is to be used in relation to such work, such fixed price will be
assessed and agreed between Post Office and Fujitsu Services in advance on an
Open Book basis. In arriving at such fixed price, Fujitsu Services shall be entitled

to include a level of contingency above Fujitsu Service Cost.

13.4.3 As an alternative to the charging mechanisms described in this paragraph, Gain
Share may be considered in accordance with the principles of Schedule D3.

PIN PADS AND PAYPOLE PROCUREMENT

Paragraph removed by CCN1616b
Paragraph removed by CCN1616b
Paragraph removed by CCN1616b
Paragraph removed by CCN1616b

Additional PIN Pads and PIN Pad OBC Stock

Until 318 March 2015, in the event that the PIN Pad OBC Stock is reduced to 100 PIN
Pad Units or less, Fujitsu Services shall notify Post Office of such in writing or by email.

Post Office shall within five Working Days of receipt of such notification from Fujitsu
Services confirm to Fujitsu Services in writing or by email (a "PIN Pad OBC Stock Notice")
whether or not it requires Fujitsu Services to increase the PIN Pad OBC Stock.

Where Fujitsu Services receives a PIN Pad OBC Stock Notice stating that the PIN Pad
OBC Stock should not be increased, Fujitsu Services shall be relieved of its obligations

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14.8

14.9

to supply and install PIN PADs set out in either of the CCDs entitled "Fujitsu Services/Post
Office Ltd Operational Business Change - Branch Interface Agreement" (CS/IFS/003) or
"Operational Business Change (Branch Change) Service: Service Description”
(SVM/SDM/SD/0014) to the extent that it does not have the necessary PIN Pad OBC
Stock. Such relief shall apply until Fujitsu Services receives the required PIN Pad Units
to be added to PIN Pad OBC Stock (following written notification from Post Office to
Fujitsu Services that it requires Fujitsu Services to increase the PIN Pad OBC Stock).

Where a PIN Pad OBC Stock Notice requires Fujitsu Services to augment the PIN Pad
OBC Stock, Fujitsu Services shall procure the required number of PIN Pad Units and shall
use reasonable endeavours to do so within 100 days of receipt of the PIN Pad OBC Stock
Notice.

Fujitsu Services’ Charge for each additional PIN Pad Unit procured shall be £439.66 and
shall become due for payment upon delivery of such PIN Pad Unit. This Charge is subject
to the proviso that each PIN Pad OBC Stock Notice for additional PIN Pad Units given by
Post Office under paragraph 14.6 is for no more than 1000 PIN Pad Units.

14.10 For the avoidance of doubt, the Charges specified in paragraph 14.9 shall be in addition

15

15.1

16

16.1

to any Charges agreed in respect of PIN Pad related services set out in the CCD entitled
“Operational Business Change (Branch Change) Service: Service Description”
(SVM/SDM/SD/0014).

CHARGES FOR NBX HARDWARE

In respect of Hardware procured by Fujitsu Services pursuant to Commercial Terms
numbered CT 176A, the sum of £24,923.50 shall become due for payment by Post Office
to Fujitsu Services on the first day of each calendar month between the Amendment Date
and 31 March 2010.

In the event that this Agreement is terminated prior to 31 March 2010, the aggregate of
the payments that would, but for such termination, have become due for payment in
accordance with paragraph 15.1 shall instead become due for payment by Post Office to
Fujitsu Services upon such termination.

INDEXATION

Each of:

16.1.1 the fixed charges and charging rates contained in this Schedule, its
Annexes and those in the CCDs referred to in paragraph 5, 6 and 7 (but
not any other CCDs);

16.1.2 the daily limits referred to in paragraph 10.6, and

other than:

16.1.3the Invest to Save Payment and Invest to Save Credit referred to in paragraphs 17.1,
17.2 respectively; which are subject to the provisions in accordance with clause 17.6

16.1.4 Not Used

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16.2

16.2A

16.2B

16.1.5 all amounts allowable as credits unexpended under paragraph 10.9,

16.1.6 the rates set out in the Table in paragraph 11.2, the Charge for NBX
Hardware referred to in paragraph 15.1; and

16.1.7 the Charges for each of the Services in the Table in Annex D which are
marked “Not Indexed” in the column of the table headed “Indexation
Provision’,

are referred to in this paragraph 16 as the Indexed Charges.

During the period up to 31°' March 2015, the Indexed Charges (other than the Near
Shore and Offshore Rates) shall be indexed as follows:

16.2.1 In respect of each Financial Year subsequent to the Financial Year ending
315 March 2006 up to the Financial Year ending 31% March 2015, each of
the Indexed Charges other than the Near Shore and Offshore Rates
contained in the table set out in paragraph 10.4 shall be multiplied by a
percentage equal to 100+ the RPI Percentage applicable to that Financial
Year.

16.2.2 Such calculations shall be carried out before the start of each new Financial
Year and the Indexed Charges as so adjusted shall be recorded in revised
versions of this Schedule D1 and relevant CCDs.

16.2.3 The adjustment described in this paragraph 16.2 shall be made for the first
time in respect of the Indexed Charges referred to in paragraphs 16.1.3 and
16.1.4 so as to be effective in respect of those Indexed Charges in Financial
Year ending 31% March 2010.

During the period from 1% April 2015 up to and including 31° March 2016, the Indexed
Charges (other than the Varied Indexed Charges, Near Shore and Offshore Rates) shall
be indexed as follows:

16.2A.1__ In respect of each Financial Year subsequent to the Financial Year ending
31 March 2015, each of the Indexed Charges other than the Varied Indexed
Charges, the Near Shore and Offshore Rates contained in the table set out
in paragraph 10.4 shall be multiplied by a percentage equal to 100+ the RPI
Percentage applicable to that Financial Year; and

16.2A.2 Such calculations shall be carried out before the start of each new Financial
Year and the Indexed Charges (other than the Varied Indexed Charges,
Near Shore and Offshore Rates) as so adjusted shall be recorded in revised
versions of this Schedule D1 and relevant CCDs.

During the period from 1*April 2015 up to 31S' March 2016, the Varied Indexed Charges
shall be indexed as follows:

16.2B.1 In respect of each Financial Year subsequent to the Financial Year ending
31S! March 2015 in which the RPI Percentage is below 5%, each of the
Varied Indexed Charges shall be indexed in accordance with the following
formula:

(RPI Percentage x (35% x Varied Indexed Charges)) + Varied Indexed
Charges.

16.2B.2 In respect of each Financial Year subsequent to the Financial Year ending
315 March 2015 in which the RPI Percentage is 5% or greater, each of the

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Varied Indexed Charges shall be indexed in accordance with the following
formula:

(5% x (35% x Varied Indexed Charges)) + ((RPI Percentage — 5%) x (Varied
Indexed Charges) + Varied Indexed Charges.

Such calculations shall be carried out before the start of each new Financial
Year and the Varied Indexed Charges as so adjusted shall be recorded in
revised versions of this Schedule D1 and relevant CCDs.

16.2C During the period from 1% April 2016 up to 315 March 2017, the Indexed Charges (other
than the Varied Indexed Charges, Near Shore and Offshore Rates) shall be indexed as

follows:

16.2C.1

16.2C.2

16.2C.3

in respect of the Financial Year ending 31% March 2017, each of the Indexed
Charges other than the Varied Indexed Charges, the Near Shore and Offshore
Rates contained in the table set out in paragraph 10.4 shall be multiplied by a
percentage equal to 100+ the RPI Percentage applicable to that Financial
Year; and

such calculations shall be carried out before the start of each new Financial
Year and the Indexed Charges (other than the Varied Indexed Charges, Near
Shore and Offshore Rates) as so adjusted shall be recorded in revised
versions of this Schedule D1 and relevant CCDs.

For the avoidance of doubt, this provision means that the indexation
calculations applied as a result of paragraph 16.2.C.1 shall not be carried
through to each subsequent Financial Year.

16.2D During the period from 1st April 2016 up to 318' March 2017, the Varied Indexed Charges
shall be indexed as follows:

16.2D.1

16.2D.2

16.2D.3

In respect of the Financial Year ending 31%t March 2017 in which the RPI
Percentage is below 5%, each of the Varied Indexed Charges shall beindexed
in accordance with the following formula:

(RPI Percentage x (35% x Varied Indexed Charges)) + Varied Indexed
Charges.

In respect of the Financial Year ending 31%' March 2016 in which the RPI
Percentage is 5% or greater, each of the Varied Indexed Charges shall be
indexed in accordance with the following formula:

(5% x (35% x Varied Indexed Charges)) + ((RPI Percentage — 5%) x Varied
Indexed Charges) + Varied Indexed Charges.

Such calculations shall be carried out before the start of each new Financial
Year and the Varied Indexed Charges as so adjusted shall be recorded in
revised versions of this Schedule D1 and relevant CCDs.

16.2D.4 For the avoidance of doubt, this provision means that the indexation

calculations applied as a result of 16.2.D.1 and 16.2.D.2 shall not be carried

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through to each subsequent Financial Year.”

16.2E With regard to Service Desk Service only, the first six month fixed period extension (from

16.2F

1st April 2015 to 30th September 2015 shall be subject to a 5% increase in the Charges
(as at 31st March 2015, uplifted for any relevant RPI adjustment) set out in Annex B of
Schedule D1 with respect to the Service Desk Service. For any subsequent six month fix
period extension after 30th September 2015, the Charges set out in Annex B of Schedule
D1 with respect to the Service Desk Service shall be subject to a 10% increase in the
Charges (as at 31st March 2015 uplifted for any relevant RPI adjustment).

During the period from 1% April 2017 until 318t March 2018, no indexation shall apply to
the Indexed Charges (not including the On Shore and Off Shore Rates which shall be
indexed in accordance with paragraphs 16.2 and 16.4 respectively). For the avoidance
of doubt, if any Expiring Services are extended beyond 31% March 2017, then
notwithstanding they are Indexed Charges, they shall be subject to indexation in
accordance with paragraph 16.2.

16.2G During the period from 1% April 2018 the Indexed Charges (other than Offshore Rates)

16.4

shall be indexed as follows:

16.2G.1 In respect of each Financial Year subsequent to the Financial Year ending
318' March 2018 up to the Financial Year ending 31S March 2023, each of the
Indexed Charges other than the Offshore Rates contained in the table set out
in paragraph 10.4 shall be multiplied by a percentage equal to 100+ the RPI
Percentage applicable to that Financial Year.

16.2G.2 Such calculations shall be carried out before the start of each new
Financial Year and the Indexed Charges as so adjusted shall be recorded in
revised versions of this Schedule D1 and relevant CCDs.

16.2G.3 For the avoidance of doubt, the Off Shore Rates shall be indexed in accordance
with paragraph 16.4.

16.3 The RPI Percentage applicable to the Indexed Charges (including but not limited to
the Varied Indexed Charges from 31% March 2015) other than the Near Shore and
Offshore Rates contained in the table set out in paragraph 10.4 in respect of any Financial
Year means the difference, expressed as a percentage, between the level of the Retail
Prices Index in respect of the December in the previous Financial Year and the level of
the Retail Prices Index in respect of the December falling in the Financial Year
immediately preceding that previous Financial Year.

In respect of each Financial Year (“Year Z”) subsequent to the Financial Year ending 31
March 2006, each of the Near Shore and Offshore Rates contained in the table set out
in paragraph 10.4 shall be adjusted as follows:

16.4.1 converted into Rupees at the Relevant Exchange Rate prevailing in respect of
December in Year X (as defined in paragraph 16.4.2 below);

16.4.2 multiplied by a percentage equal to 100 plus the difference, expressed as a
percentage, between the level of the Relevant Indian Index in respect of the

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December in the previous Financial Year (“Year Y”) and the level of the Relevant
Indian Index in respect of the December falling in the Financial Year immediately
preceding that previous Financial Year (“Year X”); and

16.4.3 converted back into sterling at the Relevant Exchange Rate prevailing in respect
of December in the previous Financial Year (“Year Y”).

16.5 For this purpose:

16.5.1 the Relevant Indian Index shall mean the all-India Consumer Price index (UNME)
published by the Government of India Ministry of Statistics and Programme
Implementation. In the event that such index is no longer published and the
Parties fail to agree a suitable substitute index it shall mean such index as is
recommended as a Suitable alternative by expert determination in accordance
with Schedule A2;

16.5.1.1 At the end of December 2010 the all-India Consumer Price index (UNME)
referred to in paragraph 16.5.1 above was ceased. The Relevant Indian Index
used in the calculation in paragraph 16.4 to derive the indexation to be applied
to the Near Shore and Offshore Rates for year ending 31st March 2013
onwards shall be based on the “All India General (all Groups) Consumer Price
Index for Urban Areas’ as published by the by the Government of India Ministry
of Statistics and Programme Implementation; and

16.5.2 the Relevant Exchange Rate in respect of any December shall be the arithmetical
mean of all the daily spot exchange rates published by the Bank of England in
respect of that December on its website (www.bankofengland.co.uk) under
reference “Rupee to Sterling Daily Spot Rate - XUDLBK97”.

16.6 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.

16.7 The rates at which liquidated damages are payable in respect of Service Level
Measurement Periods shall be increased in each of the Financial Years set out in the
following table by the RPI Adjustment Factor for that Financial Year, being the difference,
expressed as a percentage, between the level of RPI in respect of the December in the
year immediately preceding that Financial Year and the level of RPI in respect of
December 2005.

Financial Years ending 31 March
2007 I 2008) 2009 I 2010 I 2011 I 2012 I 2013 I 2014 I 2015 I 2016 I 2017 I 2018 I 2019 I 2020

RPI
Adjustment 14.43%] 8.6% I 9.58% I 12.31% I 17.67% I 23.34% I 27.15% I 30.55% I 32.16% I33.76%I37.61%I 42-28 I 47.14
Factor (%) % %

The RPI Adjustment Factors in respect of the Financial Years set out in the above table shall be
inserted in the table when ascertained.

17 INVEST TO SAVE MODEL

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17.1

17.4

17.6

18

18.1

Post Office shall make a payment to Fujitsu of £1.3m (one million three hundred thousand

pounds) on ‘st April 2017, and £2.6m (two million six hundred thousand pounds) in
quarter 3 financial year 2017-2018 (within 20 Working Days from the invoice date) (total
£3.9m) for Fujitsu Services to invest in projects with the aim to reduce Fujitsu Services
cost base for delivery of the Services (the “Invest to Save Payment’).

In consideration of this Invest to Save Payment, the Operational Charges shall be
reduced by the monthly credit referred to in Annex B of Schedule D1 as ‘Invest to Save
Credit’ (the “Invest to Save Credit”). For the avoidance of doubt this credit shall be in
addition to the Trinity 1 Credit referred to in paragraph 2.14 of Schedule D1.

It shall be at Fujitsu Services’ absolute discretion what projects it implements as a result
of the receipt of the Invest to Save Payment in order to achieve the required savings to
its cost base to enable the Invest to Save Credit to be provided without impacting Fujitsu
Services’ margin. However this shall be at Fujitsu Services’ risk and as such the Invest
to Save Credit shall be credit irrespective of the operational savings actually achieved by
Fujitsu Services.

In order to enable Fujitsu Services to achieve these required savings it has forecasted in
order to fund the Invest to Save Credit, Post Office acknowledges and agrees that Fujitsu
Services may need to make technical changes to the solution, assets and/or restructure
its resources and/or increase its off-shore capability and as such, to the extent to which
Fujitsu Services is required to ask consent from Post Office to enact these or any other
changes, Post Office shall not unreasonably withhold or delay such consent and the costs
of any such technical change shall be borne by Fujitsu Services.

The Invest to Save model detailed in this paragraph 17 is separate from the Gain Share
mechanism detailed in Schedule D3 (Gain Share) which shall remain available for both
parties to make use of. However, for the avoidance of doubt, no single project can be part
of this Invest to Save model and the Gain Share mechanism and as such it shall be at
Fujitsu Services’ absolute discretion whether it elects to deliver a project as part of its
commitment under the “Invest to Save” mechanism set out in this paragraph 17 or the Gain
Share mechanism detailed in Schedule D3 (Gain Share). The Parties agree this is fair
given the fact that Fujitsu Services is taking the risk of achieving the requisite savings.”

The Invest to Save values are subject to the following indexation approach:

a. For the fiscal year 1st April 2017, to 31st March 2018, there will be no
indexation applied to savings and payments.

b. For the fiscal year 1st April 2018, to 31st March 2019, there will be no
indexation applied to savings.

Cc. For the fiscal year 1st April 2019 to 31st March 2020, there will be an
indexation charge equivalent to 75% of the applicable indexation rate.

d. For the fiscal years 1st April 2020 to 31st March 2021 and thereafter each
year through to the end of the Term, indexation will apply at 100% of the
applicable rate.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule D1:

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Document Reference

Document Title

1 Withdrawn by CCN 1616b

2 Not Used

3 CS/PDN/015

Operational Business Change —
Branch, Service Descriptions and
Schedule of Service Prices

4 SVM/SDM/SD/0014

Operational Business Change
(Branch Change) Service: Service
Description

5 CS/SER/004

Message Broadcast Service: Service
Description

6 SVM/SDM/SD/0018

Message Broadcast: Service
Description

7 IM/STR/OS6

Counter Training Offices Strategy

8 SVM/SDM/SD/0003

Service Description for Data Centre
Operations Service

9 Not Used

Not Used

10 I SVM/SDM/SD/0013

Reference Data Management
Service: Service Description

11 I Not Used

Not Used

12 I CS/PDN/019

Horizon Icon Service Prices

13 I PA/PER/033

Horizon Capacity Management and
Business Volumes

14 I CS/IFS/003

Fujitsu Services/Post Office Ltd
Operational Business Change —
Branch, Interface Agreement

15 I SVM/SDM/SD/0014

Operational Business Change
(Branch Change) Service: Service
Description

16 I Not Used

Not Used

17 I CS/SER/016

Service Description for the Security
Management Service

18 I SVM/SDM/SD/0017

Security Management Service:
Service Description

19 I Not Used

Not Used

20 I BP/SPE/046

APOP Definition

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21 I COM/MGT/PRO/0002 HNG-X Baseline Open Book
Information
22 =I All references tod Software Register
23 I SVM/SDM/SD/1977 Salesforce Support Service Service
Description
24 I SVM/SDM/SD/2191 POLSAP Hosting Service Service
Description
25 I Not Used Not Used
26 I SVM/SDM/SD/2192 Credence/MDM_ Service Service
Descriptio

18.2 There are no CRDs associated with this Schedule D1.

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ANNEXA
Part 1
BRANCH AND COUNTER POSITION LIMITS
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 to end
of term
T I Maximum Number of I 14257 I 14509 I 13843 I 13640 I 13441 I 13241 I 13038 I 12838 I 12638 I 12638
Branches
2 I Maximum number of 35617, 35330 35068 34812 34553 34253, 33953 33653 33353, 33353
Counter Positions
3 I Old Style Mobile 273 283 284 284 284 284 284 284 284 284
Configurations
(included in rows 1 and
2)
7 I New Style Mobile 40 40 40 40 40 40 40 40 0 40
Configurations
(included in rows 1 and
2)
3 I CTOs (included in row I 57 37 37 a7 37 37 37 37 7 37
N
6 I NewCTO 374 374 374 374 374 374 374 374 374 374
Configurations
(included in row 2)
7 I BFPO Branches % a ry %
(included in row 1)

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Part 2

OTHER LIMITS

ROW ITEM

LIMIT

CONDITIONS

Branch geography

United Kingdom

Single position
gateway

configurations
installed (each

Within the overall limits in
the Branch and Counter
Positions Limits Table:

With an additional float of 15 single
position gateway configurations for
Operational Business Change
purposes.

Office Clients with
PODG Gold
Service Delivery
Type supported by
the Post Office
Data Gateway
Service

having two hard 7,200
disks anda Limit applies until completion of
communications Associated Change Activity A7.
card)
i] Sum of: Within the overall limits in I With an additional float of 35 multi-
the Branch and Counter position gateway configurations for
Multi-position Positions Limits Table: Operational Business Change
gateway purposes.
configurations; and I 16,715
Limit applies until completion of
Single position Associated Change Activity A7.
gateway
configurations
installed
(each having a
communications
card)
iy Number of Post 5

Provision of the
Managed Switch
Service introduced
by CCN1308b and
amended by
CCN1402

Provision to 820 Branches

Provision beyond 820 Branches to
be separately impacted by a
subsequent CCN

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ANNEX B

OPERATIONAL CHARGES TABLE

Schedule D1- Annex
B v13.xlsx

The Operational Charges Table is in this embedded file “D1- Annex B V13.xIs”

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ANNEX C
TRIGGER POINT TABLE
Operational Trigger Point (Code Planned Date Charge I Late Costto Post I Charge to be adjusted
Service given in Schedule B5, (as at CCN1246) element I Office (cost and (Operational Fixed
Annex 1, Part 1) margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Service Desk Counter Application Roll I 18 September 2009 I Cost Unit Charge per
Service Out Complete (T6) Counter Position
Price 1.43 I Unit Charge per
Counter Position
Engineering Counter Application Roll Price 3,280 I Fixed Charges
Service Out Complete (T6) 18 September 2009 I Cost Unit Charge per
Counter Position
Price 6.43 I Unit Charge per
Counter Position
Data Centre Data Centre Ready for 6 March 2009 Price 486,682.68 I Fixed Charges
Operations ServiceI HNG-X (T5)
Cost Unit Charge per 1% Volume
Forecast Reduction
Price 4,086.29 I Unit Charge per 1% Volume

Forecast Reduction

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Management
Service

Out Complete (T6)

Operational Trigger Point (Code Planned Date Charge I Late Costto Post I Charge to be adjusted
Service given in Schedule B5, (as at CCN1246) element Once (cost and (Operational bined
Annex 1, Part 1) margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Data Centre Counter Application Roll I 18 September 2009 I Price 225,444.03 I Fixed Charges
Operations Service I Out Complete (T6)
Cost Unit Charge per 1% Volume
Forecast Reduction
Price 1,323.35 I Unit Charge per 1% Volume.
Forecast Reduction
Central Network Wigan/Bootle 23 February 2010 Price 105,479 I Fixed Charges
Service Decommissioned (T4)
Third Line Software I Counter Application Roll I 18 September 2009 I Price 350,673 I Fixed Charges
Support Service Out Complete (T6) cost I Unit Charge per POL
Service Type
Price 1,286 I Unit Charge per POL
Service Type
Application Support I Counter Application Roll I 18 September 2009 I Price 290,671.12 I Fixed Charges
Service (Fourth Out Complete (T6)
Line)
Reference Data Counter Application Roll I 18 September 2009 I Price 1,194 I Fixed Charges

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Operational Trigger Point (Code Planned Date Charge I Late Cost to Post Charge to be adjusted
Service given in Schedule B5, (as at CCN1246) element one (cost and (Operational mixed
Annex 1, Part 1) margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Reconciliation Counter Application Roll I 18 September 2009 I Price 8,837 I Fixed Charges
Service Out Complete (T6)
Operational Counter Application Roll I 18 September 2009 I Price 32,121 I Fixed Charges
Business Change Out Complete (T6)
(Branch Change)
Service
Systems. Counter Application Roll I 18 September 2009 I Cost Unit Charge per
Management Out Complete (T6) Counter Position
Service Price 4.00 I Unit Charge per
Counter Position
Service Counter Application Roll I 18 September 2009 I Cost Unit Charge per POL
Management Out Complete (T6) Service Type
Service Cost Unit Charge per Branch
Price 129.02 I Unit Charge per POL
Service Type
Price 0.180 I Unit Charge per Branch

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ANNEX D
CCN SERVICE LIST
CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
CCN641a_I Disaster recovery for
Huthwaite Gateway:
Equipment rental £917.00 January Not
2003 indexed
Maintenance and support £2,223.63 January Subject to
2003 RPI
CCN733b I Automated Payments Client
Spec. for DVLNI
Equipment maintenance & £101.00 January Not
ISDN rental 2003 indexed
Administration & support £154.44 January Subject to
2003 RPI
CCN739 Introduce Standard Life As
An AP Client With A Direct
Connection To Fujitsu
Services
Equipment maintenance & £101.00 January Not
ISDN rental 2003 Indexed
Administration & support £154.44 January Subject to
2003 RPI
CCN800 Connection to Girobank
Disaster Recovery site
Equipment maintenance and I £94.00 January Not
ISDN rental 2003 indexed
Administration and support £153.54 January Subject to
2003 RPI

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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly

event Charge
first
becomes
payable
Preparation and operation of Up to 10 Subject to
regular test (max two per man days RPI
year) at £772.55
per day

CCN807 Changes to AP Client take-on

an i

CCN1163 and Token Verification

services
Client Take on Facility January Subject to
2003 RPI
£2,110.85
Client Take on (regression) £1,214.37 February Subject to
Facility 2003 RPI
CCN832 Introduce Quantrill as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance and I £94.00 January Not
ISDN rental 2003 indexed
Administration and support £153.54 January Subject to
2003 RPI
CCN869b I Introduce AON Ltd as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN872 Introduce ESP as an APS
Client with a Direct Interface
to Fujitsu Services

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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly

event Charge
first
becomes
payable
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN937 Introduce First Rate as an
APS Client with a Direct
Interface to Fujitsu Services
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN799 Introduce DVLA as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance and I £94 January Not
ISDN rental 2003 indexed
Administration and support £204.70 January Subject to
2003 RPI
CCN972 I Introduce CAPO as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance £60.36 January Subject to
2003 RPI
ISDN rental £130.33 January Not
2003 indexed

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CCN Description of charge Monthly Ad hoc Month in indexation
charge services: which Provision
value charge per I Monthly

event Charge
first
becomes
payable
Administration and support £193.36 January Subject to
2003 RPI
Annual DR test Up to 8 Subject to
man days RPI
at £772.55
per day
CCN1102 I Complete Introduction of
b National Savings and
Investments as an APS Client
Equipment maintenance and I £181.90 August Not
ISDN rental 2003 indexed
Administration and support £313.20 August Subject to
2003 RPI
Annual Disaster Recovery Up to 5 Subject to
Test man days RPI
at £772.55
per day
CCN1120 I Complete introduction of
a Prudential as an APS Client
Equipment Maintenance £30.65 March Subject to
2004 RPI
ISDN Rental £69.00 March Not
2004 indexed
Administration and support £193.28 March Subject to
2004 RPI
CCN1138 I Introduction file transfer
interfaces to DES / EDG
Equipment Maintenance £48.25 October Subject to
2004 RPI

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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: I which Provision
value charge per I Monthly

event Charge
first
becomes
payable
Administration and support £193.24 October Subject to
2004 RPI
Annual DR Test Up to 5 Subject to
man days RPI
at £772.55
per day
CCN1223 I Charges for execution of Up to 2 Subject to
Business Continuity tests man days RPI
at £772.55
per day
CCN1276 I Change from Postshops £7,568.00 I £513.33 April 2010 I Subject to
a Service to Superstock RPI
Service
CCN1270 I Introduction of POLSAP £126,278 September I Subject to
Services (Phase 1) 2010 RPI

CCN1322 I Salesforce Support Service £9,721.07 Aug 2012 I Subject to

b Fixed Charge in Year 1 RPI from
£8,921.79 April 2013
in Year 2
£8,397.79
in Year 3

Escalated Calls Fixed charge I 2,025.00 Aug 2012 Subject to
RPI from
April 2013

Salesforce Support Service Various Aug 2012 Subject to

Variable charges increases
as
published
on the
Fujitsu
Global
Cloud Tariff

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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
CCN1502 I Contractual Volume Increase I £19,767.63 June 2015 I Subject to
a for PA/PER/033 - Post Office RPI
Data Gateway (PODG)

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ANNEX E

VARIATIONS IN MONTHLY CHARGES

Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1208

Engineering
Service; Unit
Charge per
Counter
Position for the
year 2007

£0.13

01/11/2006

CCN1202

Data Centre
Operations
Service: Fixed
Charges

£5,517 per month

01/07/2007

CCN1202

Data Centre
Operations
Service: Unit
Charge per 1%
Volume
Forecast
Reduction

£27.59 per month

01/07/2007

CCN1213

-£0.03 per month

01/04/2007

CCN1219

£0.46 per month

01/01/2008

CCN1235a

Data Centre
Operations
Service: Fixed
Charges

£1,427.74 per month

01/10/2007

CCN1235a

Data Centre
Operations
Service: Unit
Charge per 1%
Volume
Forecast
Reduction

£7.13 per month

01/10/2007

CCN1235a

Central Network
Service: Fixed
Charges

£48.43 per month

01/10/2007

CCN1235a

Third Line
Software
Support
Service: Fixed
Charges

£1,843.44 per month

01/10/2007

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Number of I Row Changed Value (£) of Change
CCN. in Annex B
(Description)

Effective Date
of Change

CCN1243 I Third Line £1,132 per month
Software
Support
Service: Fixed
Charges

01/11/2008

CCN 1244a I Branch Network I £ 4,526.37 per month
Service: Fixed
Charges

01/10/2008

CCN 1244 I CMT Service: £785.00 per month
Fixed Charges

01/01/2009

CCN1246 I Data Centre (£83,333 per month)
Ops Service:
Fixed Charges

01/04/2008

CCN1246 I Data Centre ( minus £84,083 per month)
Ops Service:
Fixed Charges

01/04/2009

CCN 1253 I Central Network I £1,150.00 per month
Service: Fixed

January 2008

Charges

CCN 1252a I Data Centre £20,640 per month 1 February
Operations 2009
Service: Fixed
Charges

CCN 1252a I Central Network I £1,866 per month 1 February
Service: Fixed 2009
Charges

CCN 1252a I Systems £2,239 per month 1 February
Management 2009
Service: Fixed
Charges

CCN 1252a I Service £6,219 per month 1 February
Management 2009
Service: Fixed
Charges

CCN 1252a I Security £622 per month 1 February
Management 2009
Service: Fixed
Charge

CCN 1254a I Reference Data I £171.00 per month
Management

1 January 2009

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Number of I Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
Service Fixed
Charge
CCN 1254a I Third Line £1,863.00 per month 1 January 2009
Software
Support Service
CCN 1254a I Service £385.00 per month 1 January 2009
Management
Service
CCN1266b I Third Line £5,646.42 per month 1 September
Software 2010
Support
Service: Fixed
Charges
CCN1275 I Central Network I £3,047.26 per month Effective date
Services: Fixed of change is
Charges anticipated to

be 1st March
2011 but will be
confirmed and
updated
retrospectively
via the Change

Control
Procedure

CCN1270 I Service Desk £15,563 per month 1st September
Service: Fixed 2010
Charges

CCN1270 I Data Centre £8,584 per month 1st September
Operations 2010
Service: Fixed
Charges

CCN1270 I Application £102,131 per month 1st September
Support Service 2010
(4th Line):
Fixed Charges

CCN1272 I Data Centre £134,334 per month 18 February
Operations 2010
Service: Fixed
Charges

CCN1291 I Service £1,696.37 per month 18' September
Management 2010

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Number of I Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
Charges: Fixed
Charges
CCN1292 I Third Line £ -1676.25 per month 1 September
Software 2010
Support
Service: Fixed
Charges
CCN 1293 I Application £4,295.41 per month 1 September
Support Service 2010
(4th Line):
Fixed Charges
£1,214.61 per month 1 April 2011
£1,241.81 per month 1 April 2012
£1,161.55 per month 1 April 2013
£1,182.15 per month 1 April 2014
CCN 1297 I Data Centre £ 118.00 per month 1 October 2010
Operations
Service: Fixed
Charges
Central Network I £ 621.00 per month 1 October 2010
Service: Fixed
Charges
CCN1289a I Engineering £15853.39 per month (and for 1 October 2010
Services Fixed I subsequent Financial Years the variation
Charges to the monthly fixed charge is
2012: £4,404.00
2013: £5202.58)
CCN 1304b I Application £1,582 per month 1 April 2011
Support Service
(Fourth Line)
CCN1281d I Branch Network I £1,406.25 per month 1 April 2011
Service: Fixed
Charges
£1406.25 per month 1 April 2012
CCN 1309a I Security £9383.40 per month 1st October
Management 2010
Service: Fixed
Charges

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Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN 1310b

Third Line
Software
Support
Service: Fixed
Charges

£1926.00 per month

1st September
2011

Application
Support Service
(Fourth Line):
Fixed Charges

£1019.25 per month

418' September
2011

Application
Support Service
(Fourth Line):
Fixed Charges

£1875.00 per month

18t April 2012

CCN 1318a

Data Centre
Operations
Service: fixed
charges

£2,119.79

48 April 2012

CCN 1307a

Data Centre
Operations
Service: fixed
charges

£333.33

48 April 2012

Central Network
Service: fixed
charges

£1,639.89

418t April 2012

Systems
Management
Service: fixed
charges

£656.00

18 April 2012

Third Line
Software
Support
Service: Fixed
Charges

£711.11

41 April 2012

Service
Management
Service: Fixed
Charges

£3,405.00

418 April 2012

Security
Management
Service: Fixed
Charges

£656.00

48 April 2012

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CCN. in Annex B of Change
(Description)
Application £3,156.29 48 April 2012
Support
Service: Fixed
Charges
CCN 1311b I Branch Network I £3125.00 per month From the
Service: Fixed Month following
Charges completion of
the roll-out
(anticipated to
be May 2012 at
time of CCN
approval).
CCN 1325a I Data Centre - £951.59 per month 1st June 2012
Operations
Service: fixed
charges
CCN 1327a I Service Desk -£16,310.02 per month 48 April 2012
Service: Fixed
Charges
CCN 1327a I Application £16,310.02 per month 48 April 2012
Support Service
(Fourth Line):
Fixed Charge
CCN 1328b I Data Centre £140,504.62 per month 1st April 2013
Operations
Fixed Charges
CNN 1328b I Service £10,575.62 per month 1st April 2013
Management
Service Fixed
Charges
CCN 1332a I Service £155.33 per month Ast April 2013
Management
Service Fixed
Charges
CCN 1332a I Application £2,029.32 per month 1st April 2013
Support Service
(Fourth Line)
Fixed Charges
CCN 1332a I Security £22,263.33 per month 1st November
Management 2012

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service Fixed
Charges

CCN 1332a

Data Centre
Operations
Fixed Charges

£1,658.00 per month

1st January
2013

CCN 1313¢

Third Line
Software
Support
Service: Unit
Charge per
GWS client

£472.62 per month

From the date
of go-live of the
fourth GWS
Client

CCN 1313c

Service
Management
Service : Unit
Charge per
GWS client

£207.24 per month

From the date
of go-live of the
fourth GWS
Client

CCN1316a

Security
Management
Service: Fixed
Charges

£197.75

48 April 2012

CCN1341

Data Centre
Operations
Service — Fixed
Charge

£169.04

May 1st 2013

CCN1341

Central Network
Service — Fixed
Charge

£1,370.94

May 1st 2013

CCN1341

Application
Support Service
(Fourth Line)
Service - Fixed
Charge

£1,264.36

May 1st 2013

CCN1341

Operational
Security
Service — Fixed
Charge

£617.96

May 1st 2013

CCN1308b

Service Desk
Service: Fixed
charges

£4,346.71 per month

01/07/2013

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Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1308b

Central Network
Service: fixed
charges

£5,486.50 per month

01/07/2013

CCN1308b

Engineering
Service: Fixed
Charges

£902.37 per month

01/07/2013

CCN1308b

Third Line
Software
Support
Service: Fixed
Charges

£305.90 per month

01/07/2013

CCN1308b

Service
Management
Service: Fixed
Charges

£5,463.01 per month

01/07/2013

CCN1308b

Branch Network
Service: Fixed
Charges

£6,811.20 per month

01/07/2013

CCN1308b

Systems.
Management
Service: Fixed
Charges

£7,060.39 per month

01/07/2013

CCN1308b

Application
Support Service
(Fourth Line):
Fixed Charges

£5,648.31 per month

01/07/2013

CCN1342a

Service Desk
Service: Fixed
Charges

£583 per month

1st July 2013

CCN1342a

Data Centre
Operations
Service: Fixed
Charges

£1,849.82 per month

1st July 2013

CCN1342a

Central Network
Service : Fixed
Charges

£58.75 per month

1st July 2013

CCN1342a

Application
Support service
(4th Line) :
Fixed Charges

£705 per month

1st July 2013

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Row Changed
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(Description)

Value (£) of Change

Effective Date
of Change

CCN1342a

Systems
Management
Service: Fixed
Charges

£723.75 per month

1st July 2013

CCN1342a

Security
Management
Service: Fixed
Charges

£705 per month

Ast July 2013

CCN 1348b

Reference Data
Management
Service: Fixed
Charges

£10,000.00 per month

1st September
2013

CCN1340

Salesforce
Support
Service
Introduction of
UAT
Environment:
Fixed Charges

£1,157.75

1 June 2013

CCN1400

Data Centre
Operations
Service: Fixed
Charge

(minus £63,659.11 per month)

1 April 2014

CCN1400

Applications
Support Service
(4th Line)
:Fixed Charges

(minus £133,802.42per month)

1 April 2014

CCN1400

Service Desk
Service: Fixed
Charges

minus £3,506.26 per month)

1 October 2013

CCN1400

Service Desk
Service: Unit
charge per
counter position

(minus £1.05 per month)

1 October 2013

CCN1400

Service Desk
Service:
Service
Management
element

(minus £0.09 per month)

1 October 2013

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CCN. in Annex B of Change

(Description)

CCN1400 I Service Desk (minus £807.15 per month) 1 April 2014
Service :Fixed
Charges

CCN1400 I Service (minus £9,203.55per month) 1 April 2014
Management
Service
Charges: Fixed
Charges

CCN1400 I Central Network I (minus £2,185.15per month 1 April 2014
Service: Fixed
Charge

CCN1400 I Systems (minus £2,621.95per month) 1 April 2014
Management
Service: Fixed
Charge

CCN1400 I Security (minus £728.38per month) 1 April 2014
Management
Service: Fixed
Charge

CCN1400 I POLSAP £42,661.24 per month 1 April 2014
Hosting
Services

CCN1400 I POLSAP £134,609.58per month 1 April 2014
Applications
Support
Services

CCN1400 I Credence/MDM I £35,736.91 per month 1 April 2014
Service

CCN1402 I Service Desk £376.71 per month 01/02/2014
Service: Fixed
Charges

CCN1402 I Central Network I £475.50 per month 01/02/2014
Charges: Fixed
Charges

CCN1402 I Engineering £78.21 per month 01/02/2014
Services: Fixed
Charges

CCN1402 I Third Line £26.51 per month 01/02/2014
Software
Support

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Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service: Fixed
Charges

CCN1402

Branch Network
Service: Fixed
Charges

£590.30 per month

01/02/2014

CCN1403

Central Network
Service: Fixed
Charge

£370.80 per month

418' May 2014

CCN1403

Service
Management
Service: Fixed
Charge

£284.97 per month

4st May 2014

CCN1404

Security
Management
Service Fixed
Charges

£1,322.96

1st April 2015

CCN1404

Application
Support Service
(Fourth Line)
Fixed Charges

£7,617.67

1st April 2015.

CCN1404

Branch Network
Service: Fixed
Charges

£6,811.20

1st April 2015

CCN1404

Central Network
Service Fixed
Charges

£6,916.19

1st April 2015

CCN1404

Data Centre
Operations
Service Fixed
Charges

£2,018.46

1st April 2015,

CCN1404

Reference Data
Management
Service
charging
amendment
Fixed Charges

£10,000.00

1st April 2015

CCN1404

Service
Management
Service: Fixed
Charges

£5,463.01

41st April 2015

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CCN. in Annex B of Change
(Description)

CCN1404 I Systems 1st April 2015.
Management
Service: Fixed
Charges

£7,784.14

CCN1404 I Third Line Ast April 2015
Software
Support £305.90
Service: Fixed
Charges

CCN1409a I Service Desk -£16,896.80 (plus associated Variable 3°¢ July 2014
Service Charges)

CCN1409a I Service £51,733.83 per month 3 July 2014 —
Management 318 March
Service 2015

CCN1409a I Service £22,085.13 per month 418t April 2015
Management
Service

CCN1409a I Management -£442.09 per month 39 July 2014
Information
Service

CCN1409a I Security -£683.08 per month 39 July 2014
Management
Service

CCN1410 I Application £1,740.90 per month 418 April 2014
Support
Service: (Fourth
Line) Fixed
Charge

CCN1410 I Application £1,740.90 per month 18 August 2014
Support
Service: (Fourth
Line) Fixed
Charge

CCN1339a I Data Centre -£10,513.75 4st July 2015
Operations
Service: fixed
charges
(Reduction)

CCN1339a I Systems £1,907.81 4st July 2015
Management
Service: fixed

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CCN. in Annex B of Change
(Description)

charges
(Increase)

CCN1339a I Security £294.86 48 July 2015
Management
Service: fixed
charges
(Increase)

CCN1338 I Data Centre £472.97 48" March 2014
Operations
Service: Fixed
Charge

CCN1338 I Systems £12,109.74 48 March 2014
Management
Service: Fixed
Charge

CCN1338 I Service £3,160.41 1st March 2014
Management
Service: Fixed
Charge

CCN1338 I Third Line £2,456.41 48 March 2014
Software
Support
Service: Fixed
Charge

CCN1338 I Application £2,576.28 48‘ March 2014
Support Service
(Fourth Line):
Fixed Charge

CCN1338 I Central Network I £8,195.03 18' March 2014
Service: Fixed
Charge

Security
Management 01st October
Service: Fixed £213.73 2014

Charge

CCN1411

Application
Support Service 01st October
(Fourth Line) £1,581.60 2014

[Fixed Charge]

CCN1411

Systems. £242.81 01st October

CCN1411
Management 2014

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Number of I Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
Service [Fixed
Charge]
Central Network
1
CON1411 I Service [Fixed I £322.26 oneal
Charge]
Salesforce £10,080.90 015 April 2015
CCN1415 I Support Service — 31ST March
Fixed Charge 2016
Salesforce
4st il 201
Support Service I Subject to charges as published on the ° Apri 2018
CCN1415 a . — 318" March
Variable Fujitsu Global Cloud Tariff 2016
charges
015 April 2015
CMT Service: — 30"
CCN1414 Fixed charge £37,453.28 per month September
2015
POLSAP 018 April 2015
CCN1418 I Hosting Service I £40,183.61 — 31ST March
Fixed Charge 2016
Application
Support Service
CCN1408 I (4" Line): Unit £427.50 per client per month 018 April 2014
Charge per
GWS client
Systems
Management
CCN1408 I Service: Unit £300.50 per client per month 01% April 2014
Charge per
GWS client
Security
Management
CCN1408 I Service: Unit £50.08 per client per month 015 April 2014
Charge per
GWS client
Service
Management
CCN1408 I Charges: Unit £488.08 per client per month 018 April 2014
Charge per
GWS client

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1420a

Data Centre
Operations
Fixed Charges

£159,336.73 per month

18 April 2015 to
318" March
2016

CCN1420a

Data Centre
Operations
Fixed Charges

£168,316.85 per month

18 April 2016

CCN1420a

Service
Management
Service Fixed
Charges

£11,197.86 per month

18 April 2015

CCN1421a

Operational
Business
Change
(Branch
Change)
Service - Fixed
Charge

£26,500.00 per month

48 April 2015

CCN1421a

Operational
Business
Change
(Branch
Change)
Service —
Service
Management
Element

£6,417.17 per month

418 April 2015

CCN1422

CMT Service:
Fixed Charge

£37,453.28 per month

1st October
2015 to 31st
March 2017

CCN1419

Credence/
MDM Service
Fixed Charge
(12 month
extension)

£48,211.56

18‘ April 2015

CCN1423c

Management
Information
Service, Fixed
Charges

-£3,537.50

1st April 2015.

CCN1423c

Management
Information
Service,
Service

-£569.54

1st April 2015.

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Row Changed
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(Description)

Value (£) of Change

Effective Date
of Change

Management
Element

CCN1423c

Service
Management
Service, Unit
Charge per
Branch

-£0.92

1st April 2015

CCN1423c

Security
Management
Service, Unit
Charge per
Branch

-£0.07

41st April 2015

CCN1423c

Security
Management
Service,
Service
Management
Element

-£0.02

1st April 2015,

CCN1429

Central Network
Service: Fixed
Charges

(minus £1,494.54 per month.)

418' April 2015

CCN1500a

Data Centre
Operations
Service Fixed
Charge

£799,237.80

1st April 2017

Data Centre
Operations
Service Unit
Charge per 1%
Volume
Forecast
Reduction

£ 3,427.98

1st April 2017

Data Centre
Operations
Service:
Service
Management
Element

£275.79

41st April 2017

Central Network
Service Fixed
Charges

£216,920.31

1st April 2017

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CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Central Network
Service:
Service
Management
Element

£23,747.29

1st April 2017

Systems.
Management
Service Fixed
Charge

£297,779.10

1st April 2017

Systems
Management
Service Unit
Charge per
Counter
Position

£0

41st April 2017

Systems
Management
Service Unit
Charge per
GWS client

£308.61

1st April 2017

Reference Data
Management
Service: Fixed
Charge

£74,733.55

1st April 2017

Reference Data
Management
Service:
Service
Management
Element

£9,289.84

1st April 2017

Third Line
Software
Support
Service: Fixed
Charge

£107,027.01

1st April 2017

Third Line
Software
Support
Service: Unit
Charge per
POL Service
Type

£2,326.76

41st April 2017

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CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Third Line
Software
Support
Service:
Service
Management
Element

£432.15

1st April 2017

Third Line
Software
Support
Service:
Incremental
Unit Charge per
GWS client

£444.03

1st April 2017

Management
Information
Service: Fixed
Charge

£26,952.39

1st April 2017

Management
Information
Service:
Service
Management
Element

£4,339.32

1st April 2017

Service
Management
Service Fixed
Charge

£131,169.03

1st April 2017

Service
Management
Service Unit
Charge per
POL Service
Type

£1,812.77

41st April 2017

Service
Management
Service Unit
Charge per
Branch

£0

1st April 2017

Service
Management
Service Unit

£726.98

41st April 2017

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CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Charge per
GWS client

Reconciliation
Service: Fixed
Charge

£17,357.32

1st April 2017

Reconciliation
Service:
Service
Management
Element

£4,122.36

1st April 2017

Security
Management
Service Fixed
Charge

£123,301.33

1st April 2017

Security
Management
Service Unit
Charge per
Branch

£0

41st April 2017

Security
Management
Service Unit
Charge per
GWS client

£51.43

41st April 2017

Security
Management
Service Service
Management
Element

£0

41st April 2017

Application
Support Service
(Fourth Line):
Fixed Charge

£793,764.89

1st April 2017

Application
Support Service
(Fourth Line):
Unit Charge per
GWS client

£439.04

41st April 2017

CCN1501a

Central Network
Service: Fixed
Charges

£7,024.20 per month

01/09/2015

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CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1502a I Data Centre
Operations
Service: fixed

charges

£856.10

01/06/2015

Central Network
Service: fixed
charges

£786.40

01/06/2015

Systems
Management
Service: fixed
charges

£609.15

01/06/2015

Third Line
Software
Support
Service: Fixed
Charges

£1,391.84

01/06/2015

Service
Management
Service: Fixed
Charges

£10,165.38

01/06/2015

Security
Management
Service: Fixed
Charges

£1,015.81

01/06/2015

Application
Support
Service: Fixed
Charges

£4,942.95

01/06/2015

CCN1505 Application
Support Service
(Fourth Line)
Service — Fixed

Charges

£14,829 per month

4st October
2015

(to 31/03/2017)

CCN1600 I Trinity 1 Credit

-665,724.75

1st April 2017

Invest to Save
Credit (note 1)

Variable based on mechanism, see
Schedule D1 Annex B

1st April 2017

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1512c

POLSAP.
Hosting
Services

£44,426.55 per month

1st April 2016

CCN1512c

POLSAP.
Applications
Support
Services

£142,952.94 per month

1st April 2016

CCN1509a

Application
Support Service
(Fourth Line)

£960.00

01/11/2015

CCN1509a

Systems
Management
Service

£1,125.00

01/11/2015

CCN1509a

Central Network
Service

£300.00

01/11/2015

CCN1509a

Third Line
Software
Support Service

£1,290.00

01/11/2015

CCN1509a

Service
Management
Service

£1,125.00

01/11/2015

CCN1606

Data Centre
Operations
Service, Fixed
Charges

£1,096.86

Ist April 2016

CCN1606

Central Network
Service, Fixed
Charges

£322.03

Ist April 2016

CCN1606

Service
Management
Service, Fixed
Charges

£303.15

Ist April 2016

CCN1609d

POLSAP
Hosting

£3,371.91 per month

5" October 2016

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Service - Fixed
Charge

Branch Network
Service - Unit
Charge per

Number of I Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
Service, Fixed
Charges
CCN1609d__ I POLSAP -£144,668.38 per month 5"" Octobert
Applications 2016
Support
Service, Fixed
Charges
CCN1618a I HNG-x Test £195,180.00 per month 15'April 2017 to
Infrastructure 318t March
2018 (not
subject to
indexation)
CCN1618a I HNG-X Test £182,637 per month 45 April 2018 to
Infrastructure 318t March
2019 (fifty
percent (50%)
of the amount
of these
monthly
Charges are
subject to
indexation)
CCN1620c I POLSAP £260,092.83 01/04/2017
Hosting Service
- Fixed Charge I £56,058.23 per month 01/05/2017 —
30/09/2017
01/10/2017 —
£59,898.82 per month 31/12/2017
£55,772.34 per month 01/01/2018 —
31/03/2018
CCN1621 I Branch Network I £113,977.44 01/04/2017

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(Description)
Branch using £2.61 01/04/2017
the Branch
Network
Service
CMT Service —
Fixed Charge
Operational £38,509.16 01/04/2017
Business
Change
(Branch
Change)
Service — Fixed
Charge £26,818.00 01/04/2017
CCN1622a I HNG-x Counter I £67,523.87 per month 15 April 2017 to
Position and 31st March
HNG-A Gaps 2018 (not
Counter subject to
Position indexation)
Infrastructure
CCN1622a I HNG-X Counter I TBC but will not exceed a capped amount I 1* April 2018 to
Position and of £67,523.87 per month 315* March
HNG-A Gaps 2019 (not
Counter subject to
Position indexation)
Infrastructure
CCN1624 I Bracnch +£768.39 4st July 2017
Network
Service, Fixed
Charges

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Number of I Row Changed Value (£) of Change

CCN.

(Description)

Effective Date
of Change

CCN1624 Service
Mananagement
Service, Fixed
Chargs

+£535.50

4s\ July 2017

CCN1624 I CMT Service,
Fixed Charges

+£5,356.34

48 July 2017

CCN1624 I Reference Data I +£1,040.00

Management
Service, Fixed
Charges

41st July 2017

CCN1627a I Third Line
Software
Support Service

+£570.47 per month

41s July 2017

The prices above reflect 2017/18
charges and will be subject to indexation
in accordance with the provisions in
Schedule D1.

CCN1631¢ I Invest to Save I Variable based on mechanism, see

Credit

Schedule D1 Annex B

48 April 2017

CCN1633a I POLSAP

Hosting Service
- Fixed Charge I £74,062.88 per month

£284,218.52

01/04/2018

01/05/2018 —
31/12/2018

CCN1637b I Operational
Business
Change
(Branch
Change’

Service ~ Fixed
Charge

£11,967.00

01/04/2018

CCN1640a_ I Application
Support
Service: (Fourth
Line (Fixed
Charge

-£1,758.00 per month

18 November
2017

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Number of I Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
CCN1644a I POLSAP £74,062.88 per month 01/01/2019-
Hosting Service 31/03/2019

- Fixed Charge

Note 1: Subject to £1.3m payment in of 1 April 2017 and £2.6m in quarter 3
financial year 2017-2018 (within 20 Working Days from the invoice date)

(£3.9m in total) as described in Schedule D1 paragraph 17

For the avoidance of doubt charges in the year ending March 2023 for any rows in Annex B
of Schedule D1 not specified above shall be £0, e.g. in relation to the Expiring Services.”

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ANNEX F

Removed by CCN 1616b

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Gain Share Payments Table

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ANNEX G GAIN SHARE

Months falling within Financial Years ending 31 March:
CCN No. Month when 2007 2008 2009 2010 2011 2012 2013 2014 2015
Gain Share
payments Gain Share payments in £ per month
commence:
CCN1204a April 2008 . 34,948 14,252 12,422 0 0

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CCN1204a referred to in the table above relates to Post Office's initial order for 10,000 replacement counter printers. The Parties anticipate that Post Office
may, in its discretion, order additional counter printers and that, when the changes to the Agreement necessary in respect of such additional printers are
introduced under the Change Control Procedure, adjustments will be made in respect of the figures in the table above so thatthey are all positive. In the event
that no further printers are ordered by Post Office, beyond the initial order for 10,000 printers, the negative figures in the table above represent amounts that
shall be paid on a monthly basis in the Financial Years in question by Fujitsu Services to Post Office. The above figures have been calculated on the basis of
an agreed estimate of the value of consumables which will be required in respect of the replacement counter printers and therefore, on or about 1 April2008,
Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consumables and those payments may be
amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or delayed by either party) in accordance

with Change Control Procedure.

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Months falling within Financial Years endii

CCN No. Month when 2007 2008 2009 2010 2011 2012 2013 2014 2015
Gain Share
payments Gain Share payments in £ per month
commence:

CCN1212 April 2008 . 71,633 19,407 21,697 0 0 0 0

CCN1212 referred to in the table above relates to Post Office's additional order for 16,000 replacement counter printers. The above figures have been calculated
on the basis of an agreed estimate of the value of consumables which will be required in respect of the replacement counter pinters and therefore, on or about
1 April 2008, Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consumables and those
payments may be amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or delayed by either

party) in accordance with Change Control Procedure

Months falling within Financial Years ending 31 March:
CCN No. Month when 2007 2008 2009 2010 2011 2012 2013 2014 2015
Gain Share
payments Gain Share payments in £ per month
commence:
CCN1213 April 2008 . 4,947 6,773 7,963 0 0 0 0

CCN1213 referred to in the table above relates to Post Office's additional order for 9,000 replacement counter printers. The above figures have been calculated
on the basis of an agreed estimate of the value of consumables which will be required in respect of the replacement counter prirters and therefore, on or about
1 April 2008, Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consumables and those
payments may be amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or delayed by either

party) in accordance with Change Control Procedure.

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Months falling within Financial Years ending 31 March:

CCN No. Month when 2007 2008 2009 2010 2011 2012 2013 2014 2015
Gain Share
payments Gain Share payments in £ per month
commence:

CCN1219 January 2008 - -9,766 2,650 1,691 1,690 ° ° °

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Version History

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SCHEDULE D2

ORDERING INVOICING AND PAYMENT

Version No. I Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.2

3.0 09/07/07 Baseline copy of 2.1

4.0 23/02/09 Baseline copy of 3.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes as per CCN1294d.

9.0 13/01/14 Applying changes as per CCN1349 and CCN1329a

10.0 10/09/15 Applying changes as per CCN1426 and moving all
Schedules to v10.0 in accordance with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with CCN1604

12.0 03/07/17 Applying changes as per CCN1610 and moving all
schedules to V12.0.

13.0 23-Nov-2020 Updating as per CCN1616b, CCN1643 and moving all
Schedules to v13.0

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SCHEDULE D2
ORDERING INVOICING AND PAYMENT
1. PURPOSE
1.41 This Schedule sets out the procedures for:

1.4.1 the ordering of Call Off Services;
1.1.2 Not Used
1.1.3 the ordering of Work Packages;
1.14 the raising and issuing of invoices by Fujitsu Services; and
1.1.5 the payment of all invoices by Post Office.
2. ORDERING OF CALL OFF SERVICES

The ordering process and ordering points for each Call Off Service shall be as set out
in Service Description for that Service.

3. Paragraph removed by CCN1616B
4. ORDERING OF WORK PACKAGES
441 All Work Packages and Work Package Elements must be ordered by means of one or

more Work Orders.
42 A Work Order consists of:

4.24 the Agreed Form Commercial Terms signed by both Parties in accordance
with this Schedule D2, being a single document comprising:

(a) agreed Commercial Terms; and

(b) an agreed description of the Work Package or Work Package
Element which is the subject of the Work Order;

4.2.2 a Purchase Order issued by Post Office; and, where required,
4.2.3 a signed CCN in accordance with paragraph 4.6.

4.3 The description of a Work Package comprising only Professional Services may consist
solely of a description of:

4.3.1 the number of man days of effort by grade;
4.3.2 the start and end dates required; and
4.3.3 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:

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45

4.6

5.1

5.2

5.3

5.4

441 the terms and conditions, or in the case of Development Services, the set of
Agreed Form Terms & Conditions which shall apply to that Work Package
Element and any variations applicable to the Work Package or Work Package
Element in question;

442 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);

443 any estimated resources which will be required;

444 the gross price of the Work Package or Work Package Element;
44.5 where required, the number of the related CCN; and

44.6 the offer expiry date (the "Expiry Date").

Where a Work Package is broken down into a number of constituent Work Package
Elements, a master Agreed Form Commercial Terms may be agreed for the Work
Package as a whole so that the Work Orders for its individual Work Package Elements
may incorporate, or be made subject to, such master Agreed Form Commercial Terms
by reference.

Where the carrying out of a Work Order would require an amendment to this Agreement,
the related CCN must be agreed by the Parties and signed before the Work Order is
placed.

PROCESS FOR AGREEING WORK ORDERS, MAJOR CHANGES TO WORK
ORDERS AND ADMINISTRATION

The process for agreeing Work Orders set out in this Schedule D2 and, in relation to
Development Services, also in Schedule B1.1:

5.1.1 may be used, subject to paragraph 5.2, for ordering any goods and services
as the Parties so agree; and

5.1.2 shall be used for ordering the Development Services referred to in paragraph
3.1 of Schedule B1.1. Unless agreed otherwise by the Parties in the
Commercial Relationship, the Work Ordering Procedure shall be the only
method by which Development Services can be procured by Post Office from
Fujitsu Services.

Work Orders shall not be used for:

5.2.1 Operational Business Change (except for multiple Operational Business
Changes that the Parties wish to undertake in a single exercise);

5.2.2 work required in respect of subject information requests under the Data
Protection Act 1998, as to which the provisions of paragraph 2.4.7 of Schedule
Aé4 shall apply; or

5.2.3 Paragraph removed by CCN1616b.

The processes set out in Schedule B1.1 and this Schedule D2 are subject to the
governance arrangements set out in Schedule A2.

Requests for Work Packages, Agreed Form Commercial Terms and Purchase Orders
shall be sent by Post Office to the address notified to it by Fujitsu Services in accordance
with Clause 57 or as otherwise agreed by the Parties.

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5.5 Proposals for Work Packages and Agreed Form Commercial Terms shall be sent by

5.6

5.7

5.8

5.9

Fujitsu Services to the Post Office Change Control Manager.

Fujitsu Services' authorised representative shall, subject to paragraph 5.7, within three
weeks of receipt of a request for a Work Package from Post Office in accordance with
paragraph 5.4 or where this is not possible, within such other reasonable timeframe as
Fujitsu Services may notify the Post Office Change Control Manager, offer to carry out
Work Packages on the Commercial Terms by signing a proposed Agreed Form Terms
& Conditions in relation thereto and delivering it to the Post Office Change Control
Manager, Finsbury Dials, 1st Floor, 20, Finsbury Street, London, EC2Y 9AQ. If a CCN
is required, a copy of the completed CCN signed by Fujitsu Services shall accompany
the proposed Agreed Form Commercial Terms. The offer may be taken up by Post
Office in the manner described in paragraph 5.8 up to midnight on the Expiry Date.

In relation to any requests for a Work Package that involve software development
received from Post Office in accordance with paragraph 5.4 that, in order to provide a
detailed response, would require analysis to be undertaken by Fujitsu Services after 31
March 2010, Fujitsu Services’ obligation under paragraph 5.6 shall be for its authorised
representative to provide Post Office within three weeks of receipt of that Work Package
request with a high level response indicating the charges that would be payable by Post
Office to Fujitsu Services for providing a detailed response to the Work Package
request. Such high level response shall set out:

5.7.1 the number of man days of effort required by grade;
5.7.2 lead times, start and end dates for the work required; and

5.7.3 the nature of the task envisaged, to enable the appropriate skill set to be
identified.

Following review of such high level response, Post Office shall, within a reasonable
period, notify Fujitsu Services whether it wishes Fujitsu Services to respond to the
request for Work Package on the terms proposed by Fujitsu Services (or such other
terms as the Parties may agree) and if so shall authorise Fujitsu Services to produce a
detailed response on those terms and otherwise in accordance with paragraph 5.6.

To place the Work Order for the Work Package on the basis of the Commercial Terms,
Post Office Change Control Manager shall:

5.8.1 counter-sign the proposed Agreed Form Terms & Conditions;
5.8.2 where a CCN is required, counter-sign the CCN;

5.8.3 raise a Purchase Order in the amount of the gross price for the Work Package
or Work Package Element and enter the Purchase Order number on to the
signature sheet of the Agreed Form Terms & Conditions; and

5.8.4 deliver them to Fujitsu Services at the address referred to in paragraph 5.4
before midnight on the Expiry Date.

If a Work Order is received after the Expiry Date, Fujitsu Services may return the Work
Order to Post Office within five Working Days clearly marked "rejected", in which case
it shall be of no effect. If not so returned, it shall be deemed accepted notwithstanding
that it was received after the Expiry Date.

If following the placing of a Work Order one or other Party discovers that it involves
changes to the Agreement such that a CCN should have been agreed beforehand, that
Party shall notify the other immediately and the Commercial Leads shall discuss the
matter as soon as possible. If the Parties are unable to agree a CCN or a restriction of
scope of the Work Order to avoid the need for a CCN, the Work Order shall be

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suspended and the costs committed on the Work Order up to that date shall be
apportioned between the Parties equally.

5.11 Except where some other basis of charging has been agreed in the relevant Commercial
Terms, actual charges in relation to Work Orders in respect of Work Packages for
Development Services shall be calculated in accordance with paragraph 8 of Schedule
D1 on the basis of actual hours recorded.

5.12 Changes to the description of a Work Package or Work Package Element, the
Commercial Terms or other documents in approved form that are the subject of or
incorporated in a Work Order that do not involve:

5.12.1 anet increase to the relevant budget;

5.12.2 an overall extension of Release timescales; or

5.12.3 any significant increase to the risks assumed by Fujitsu Services or Post Office
in the delivery or receipt of Services, prospective Services or the performance
of work pursuant to a Work Order,

may be made in accordance with the Change Control Procedure.

5.13 The following provisions shall apply in relation to changes to the description of a Work
Package or Work Package Element, the Commercial Terms or other documents in
approved form that are the subject of or incorporated in a Work Order (the “Original
Work Order”) that cannot be made in accordance with paragraph 5.12:

5.13.1 the request by Post Office or proposal by Fujitsu Services for that change shall
be dealt with in the same manner and in the same timescales as a request or
proposal for Work Package, as described in paragraphs 5.1 to 5.9; and

5.13.2 the outcome of that request or proposal shall, if the change is approved by
both Parties, be a new Work Order related to the Original Work Order.

6. FREQUENCY AND TIMING OF INVOICES

6.1 Schedule D1 Monthly Charges
6.1.1 Fujitsu Services shall raise invoices calendar monthly in arrear for the:

Operational Charges; the pre-paid Development Charges set out in paragraph
10.1 of Schedule D1; the Charges for Fujitsu Services' members of the SIP
set out in paragraph 11 of Schedule D1; the Gain Share payments set out in
Annex G to Schedule D1; the Charges for Hardware set out in paragraph 15
of Schedule D1; and the Charges for DDS set out in Appendix 5 to Schedule
13 (Digital Development Services).

6.1.2 Additionally, Fujitsu Services shall raise invoices for the Charges set out in
following paragraphs of Schedule D1 as they arise, calendar monthly in arrear:
3.1 (Charges for margin protection); 5.9 (Charges for CCN services); 7, other
than paragraph 7.1 (Charges for Call Off Services); 12 (Charges for Transfer
Services); 13 (Charges for capacity additions).

6.1.3 For the purposes of this Schedule D2 each calendar month shall constitute an
“Invoicing Period” and each Invoicing Period shall commence on the first (1st)
day of the relevant calendar month and end on the last day of that calendar
month.

6.2 Operational Business Change (Branch Change) Service

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Fujitsu Services shall raise invoices for the Charges for the Operational Business
Change (Branch Change) Service under paragraph 7.1 of Schedule D1 quarterly in

arrear.

6.3 Third Party Management Services

Unless the Parties agree otherwise in the relevant CCN, Fujitsu Services shall invoice
calendar monthly in arrear for its Charges in respect of each addition to the Third Party
Management Service introduced under the Change Control Procedure.

6.4 Work Orders

6.4.1 Fujitsu Services shall raise invoices for Work Orders in accordance with the
charging mechanism and payment schedule set out in the applicable
Commercial Terms.

6.4.2 In the event that the Commercial Terms do not contain this information:

(a)

(b)

(c)

payment for Work Orders where the Work Package or Work
Package Element consists of the provision of Professional Services
shall be made monthly as each month's work is completed;

payment for other Work Orders shall be made once the Work
Package or Work Package Element has been completed and Post
Office has confirmed in writing that all specified acceptance criteria
have been satisfied; and

the payment terms set out in paragraph 10 shall apply to any such
payment.

6.4.3 A Work Order (but not any CCN forming part of that Work Order) shall be
deemed to be “closed”;

(a)

(b)

(c)

when:

(i) 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

(ii) Post Office terminates or cancels the Work Order (where
it is entitled to do so); or

(iii) 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.

6.4.4 Once a Work Order has been closed no further invoices may be raised for that
Work Order. Invoices may continue to be raised for any Charges due to be
paid in respect of any CCN forming part of a closed Work Order.

6.5 Paragraph removed by CCN1616b

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6.6

Other amounts

To the extent not otherwise provided for under paragraph 6, Fujitsu Services shall raise
invoices for any Charges, reimbursement of costs and/or expenses and/or other
amounts due under this Agreement in accordance with the relevant provisions of this
Agreement. Payment in respect of the reimbursement of any costs and/or expenses
incurred by Fujitsu Services (together with any margin thereon to which Fujitsu Services
is entitled) shall be due once such costs and/or expenses have been incurred by Fujitsu
Services and subject to paragraph 10.2.

67 Discrete invoices and Delivery Point
Fujitsu Services shall invoice separately for each of the above and deliver all invoices
and credit notes as scanned documents electronically to:

POLContractManagementi ‘or the avoidance of doubt, paper copies
will not be sent to Post Office

6.8 Post Office Data Gateway (PODG) Client Connection Service
Fujitsu Services shall raise invoices for the Charges for the Post Office Data Gateway
(PODG) Client Connection Service under paragraph 7.12 and 7.13 of Schedule D1
monthly in arrears.

7. INVOICE DESIGN

714 Fujitsu Services shall ensure that the invoice design conforms to the Customs and
Excise requirements for VAT purposes.

7.2 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.

7.3 Fujitsu Services shall include, as a minimum, the following information on each invoice
submitted:

7.3.4 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
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74

75

9.1

7.3.10 other adjustments made.

Fujitsu Services shall separately identify the amount charged in respect of each
individual Operational Charge in the Operational Charges Table in Annex B to Schedule
D1 on each invoice raised and shall supply supporting information to explain all
adjustments made in accordance with Schedule D1.

Fujitsu Services shall include on each invoice for Operational Business
Change additional invoice details.

Asummary will be issued to the Post Office Ltd Property Projects
Central Admin Team each month to facilitate checking. Full supporting
information will be supplied in spreadsheet form, showing at least the
Change Control Number, BC, change type completed, the date that the
change was completed, the number of counters affected, details of any
additional charges, and the total cost of each individual change.

At the end of June, September, December and March, the summaries
for the preceding three months will be amalgamated, and a total invoice
value derived. A credit will then be applied to this invoice value,
equivalent to 25% of the prepayment amounts applicable to that
Financial Year detailed below:

Financial Year 2011/2012 £153692
Financial Year 2012/2013 £118140
Financial Year 2013/2014 = £115291
Financial Year 2014/2015 £102014

Fujitsu Services will issue a quarterly invoice to Post Office Ltd that will
be net of the ‘credits’ listed above. If the value of the credit exceeds the
total invoice value for that period, then no invoice will be issued; the
balance of the credit will be “lost”, and not carried over into any
subsequent charging period.

In order not to unnecessarily delay payment of invoices, Post Office Ltd will settle the
due amount less any disputed entries or amounts

APPLICATION OF LIQUIDATED DAMAGES AND POST OFFICE ADDITIONAL
costs

Payment of liquidated damages and Post Office Additional Costs shall be dealt with by
the issue of credit notes (or, at Post Office’s discretion, the payment of cash) in the
manner set out in Clause 18.

FINAL YEAR RETENTION

For the penultimate and pre-penultimate invoices in the final three months of this
Agreement, Fujitsu Services shall:

9.1.1 submit to Post Office documentation supporting 100% (one hundred percent)
of the Charges payable in accordance with this Schedule; and

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9.2

9.3

9.1.2 submit to Post Office an invoice equal to 80% (eighty percent) of the Charges
calculated in accordance with sub-paragraph 9.1.1 above (the balance of 20%
being referred to in this paragraph 9 as a “Retention”).

Post Office shall pay to Fujitsu Services the value of the invoice submitted in accordance
with sub-paragraph 9.1.2 plus VAT at the prevailing rate.

The final invoice for the final Financial Year of the Agreement shall include:

9.3.1 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.

PAYMENT OF INVOICES

The Contract Manager shall review the invoices and shall authorise valid invoices for
payment.

Payment of Charges in relation to the Services, HNG-X Development and Associated
Change Development performed under this Agreement and any other amounts duly
payable by Post Office under this Agreement shall be made within 30 days (or such
other period as is specified in this Agreement in respect of a particular Charge or other
amount duly payable) after:

10.2.1 receipt by Post Office (at its nominated address for invoices) of an invoice for
such amounts which complies with paragraph 7 and is validly raised in
accordance with paragraph 6; or

10.2.2 in the case of an invoice for such amounts which complies with paragraph 7
and is submitted early in accordance with paragraph 10.3, the date that
invoice could have been validly raised in accordance with paragraph 6.

Each invoice may be submitted by Fujitsu Services to Post Office’s nominated address
for invoices no earlier than one week before it may be validly raised in accordance with
paragraph 6.

Payments will be made by Post Office to Fujitsu Services by Automated Credit Transfer
(ACT) unless otherwise specified by Post Office.

REPORTS TO THE POST OFFICE

Fujitsu Services shall use reasonable endeavours to provide, within 21 days of the end
of each month, a report to Post Office showing the current status as at the end of that
month of all current Work Orders and invoices relating to them. These reports will be
sent as scanned documents electronically to
POLContractManagement__ ind paper copies will not be sent. (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:

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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).

12. DISPUTES ARISING FROM INVOICES

In the event of any dispute relating to an invoice, either Party may invoke the Dispute
Resolution Procedure.

13. ASSOCIATED DOCUMENTS

13.1 The following CCDs are associated with this Schedule D2:

Document Document Title
Reference
1 SVM/SDM/SD/0014 I Operational Business Change (Branch Change)

Service: Service Description

2 BP/STD/003 Standard Terms and Conditions for Work Orders

13.2 There are no CRDs associated with this Schedule D2.

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SCHEDULE D3
GAIN SHARE

Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all Schedules to v7.0 in accordance
with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance
with CCN1349

10.0 10/09/2015 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 I Moving all Schedules to V13.0

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24

SCHEDULE D3
GAIN SHARE

INTRODUCTION

Wtere, in accordance with the provisions of this Agreement, in particular those
relating to the governance and functions of the SIP set out in Schedules A2 and
B1.2, the Parties agree to share the benefit resulting from a cost saving initiative

or future development work:

1.1.4 the principles set out in this Schedule D3 (referred to in this
Agreement as "Gain Share") shall govern the arrangements for

sharing that benefit; and

1.1.2 the details of the arrangement shall be agreed on a case by case
basis under a CCN or Work Order or otherwise agreed in writing.

BENEFITS ELIGIBLE FOR GAIN SHARE

The benefits from future initiatives or developments that shall be eligible for Gain
Share (subject to agreement in accordance with paragraph 1.1.2) ("Benefits") are

as follows:

2.1.1 net savings in Fujitsu Services’ costs of delivering the HNG-X

Services:

(a) excluding those resulting

Termination;

(b) excluding those resulting from measures taken by
Fujitsu Services to reduce the costs in its business
generally (except to the extent those measures have
been taken specifically in order to generate savings
in the provision of Services to Post Office);

(c) as adjusted to allow for variations in the number of
Branches, Counter Positions and all other variables
referred to in Schedule D1; and

(d) subject to paragraph 5.3, achieved without changing
the HNG-X Services, the Service Levels or other

provisions of this Agreement;

2.1.2 net savings in Post Office's costs, achieved by involving the SIP, in

respect of future IT developments;

2.1.3 net savings in Post Office's non-IT costs that result from initiatives

brought to the SIP by Fujitsu Services; and

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2.1.4 Post Office's increase in profits or reduction in losses arising from
new additional revenues from product developments that result from
initiatives brought to the SIP by Fujitsu Services. This shall be net of
any contribution that is displaced by the new product.

2.2 Where the Parties identify potential initiatives or developments that may result in

Benefits arising:

2.2.1

2.2.2

the most appropriate Party shall produce a reasonably detailed
business case in writing analysing the potential initiative or
development, amounts proposed for investment and the potential
Benefits arising. Information from each Party required to produce
such a business case that is obtainable through operation of the
provisions of Schedule D4 shall be used in such business case; and

such business case shall be presented to the Systems Integration
Partnership and Executive Relationship at the earliest opportunity
which shall be responsible for determining as soon as reasonably
practicable whether and how to implement the relevant initiative or
development. The Parties shall only proceed with an initiative or
development where they agree that sufficient Benefits will arise from
the relevant initiative or development to provide an adequate return to
enable each Party to obtain approval for their respective business
cases in accordance with internal policies then in force.

2.3 In relation to Benefits within the scope of paragraphs 2.1.2, 2.1.3 or 2.1.4, these
shall only be shared by the Parties if the initiative or development work in
question is included in the Working Document managed by the Systems
Integration Partnership and Executive Relationship referred to in Annex 1 to

Schedule A2.
3. PAYMENTI/CREDIT
3.1 Benefits may be apportioned between the Parties by:
3.1.1 sharing (in accordance with the principles set out in this Schedule) the

cost savings that arise from the cost saving initiative or development
in question and:

(a) in the case of cost savings made by Fujitsu Services,
reducing the Charges under the Change Control
Procedure to reflect Post Office's share of those cost
savings; and/or

(b) in the case of cost savings made by Post Office,
agreeing the payments that will be made by Post
Office to Fujitsu Services to reflect Fujitsu Services'
share of those savings,

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3.3

3.4

44

4.2

in each case, provided that each party has carried out those actions
that it agreed to undertake in order to achieve the relevant Benefits;
and/or

3.1.2 sharing (in accordance with the principles set out in this Schedule)
Post Office's increase in profits or reduction in losses arising from
new additional revenues that result from the initiative or future
development in question.

If the Parties agree that paragraph 3.1.1(b) or 3.1.2 apply, Post Office shall pay
Fujitsu Services' agreed share of the Benefits which, unless otherwise agreed,
shall be invoiced monthly in arrear in accordance with the provisions of Schedule
D2.

The amount of the Benefits from each initiative or development available for Gain
Share by each Party shall be ascertained in accordance with the provisions of
Schedule D4.

Any agreed share of Benefits duly payable to Fujitsu Services under this
Schedule D3 shall continue beyond termination or expiry of the entire
Agreement, and the Open Book provisions in Schedule D4 shall continue to
apply to enable verification of the Benefits available.

GAIN SHARE PRINCIPLES

Subject to paragraph 5, the Benefits resulting from each initiative or development
shall be shared between the Parties according to the following principles:

Investment Recovery
4.2.1 Each Party shall be entitled to recover:

(a) its actual investment in the initiative or development;
plus

(b) sufficient additional amounts to deliver an internal
rate of return equal to the official Bank of England
rate plus 2% per annum,

to the extent the aggregate of (a) and (b) is less than or equal to the
Benefits (such amount being the “Investment Recovery’).

4.2.2 Investment Recovery by each Party shall be achieved over the life of
the assets acquired for the initiative or development or the duration of
the initiative or development (as applicable) and shall be phased such
that Investment Recovery is paid for out of the Benefits.

4.2.3 The amount of the Benefits utilised for Investment Recovery shall (if
possible) be a fixed proportion (to be agreed on a case by case basis)

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of the Benefits in each of the years over the life of the assets acquired
for the initiative or development or the duration of the initiative or
development (as applicable).

Each Party's Investment Recovery as a share of the Benefits shall be
in proportion to the amount actually invested by that Party in the
initiative or development as compared to the amount actually invested
by the other Party in that initiative or development.

43 Additional Benefits

4.3.1

4.3.2

Subject to paragraph 4.4.1, where Fujitsu Services provides actual
investment entitling it to an Investment Recovery under paragraph
4.2, the proportion of the Benefits remaining after that allocated for
Investment Recovery in accordance with paragraph 4.2 (“Additional
Benefits”) shall, subject to paragraph 4.3.2, be allocated between the
Parties as follows:

(a) in the first twelve calendar months of Investment
Recovery, Additional Benefits shall be allocated 70%
to Fujitsu Services and 30% to Post Office;

(b) in the twelve calendar months after (a), Additional
Benefits shall be allocated 50% to Fujitsu Services
and 50% to Post Office;

(c) in the twelve calendar months after (b), Additional
Benefits shall be allocated 30% to Fujitsu Services
and 70% to Post Office; and

(d) in subsequent years all Additional Benefits shall be
allocated to Post Office.

If the initiative or development in question is implemented in stages or
is phased, the Additional Benefits resulting from each such stage or
phase shall be treated separately and shared in accordance with the
provisions above in this paragraph 4.3 with effect from the date of
implementation of that stage or phase.

If Fujitsu Services’ anticipated return, being calculated as the internal
rate of return of a cash flow at constant prices (i.e. without adjustment
for inflation) and before tax, comprising (i) its investment (as a
negative amount) and (ii) its Investment Recovery and (iii) its share of
the Additional Benefits (each of (ii) and (iii) as positive amounts):

(a) is less than 13% per annum then Fujitsu Services’
share of the Additional Benefits shall be increased
and Post Office's share decreased such that Fujitsu
Services’ total return on investment is above its

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anticipated total return on investment but no more
than the lesser of:

(i) 13% per annum; and

(ii) the level at which Fujitsu Services’ and Post Office’s
similarly calculated anticipated total internal rates of
return on investment are equal; or

(b) exceeds 30% per annum then Fujitsu Services’
share of the Additional Benefits shall be decreased
and Post Office's share increased such that Fujitsu
Services’ total return on investment is equal to 30%
per annum.

In the case of both (a) and (b) any such adjustments to the share of
Additional Benefits will be on a basis that takes into account the years
in which the investment is made and the extent of investment made in
each year.

44 Alternative Approach

441

4.4.2

44.3

Where Fujitsu Services does not provide any actual investment
entitling it to an Investment Recovery in relation to an initiative or
development resulting in Benefits or if the application of the principles
set out in this paragraph 4.4 in respect of any Additional Benefits
would result in Fujitsu Services having a greater share of those
Additional Benefits than it would do under paragraph 4.3, then the
principles set out in this paragraph 4.4 shall apply instead of those in
paragraph 4.3.

In relation to each initiative or development resulting in Benefits, any
Additional Benefits (which, if Fujitsu Services does not provide any
actual investment, shall be the proportion of the Benefits remaining
after that allocated for Investment Recovery to Post Office only) shall
be allocated between the Parties as follows:

(a) in the first thirty six calendar months of Investment
Recovery, Additional Benefits shall be allocated 10%
to Fujitsu Services and 90% to Post Office; and

(b) in subsequent years all Additional Benefits shall be allocated
to Post Office.

If the initiative or development in question is implemented in stages or
is phased, the Additional Benefits resulting from each such stage or
phase shall be treated separately and shared in accordance with the
provisions above in this paragraph 4.4 with effect from the date of
implementation of that stage or phase.

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4.5

5.1

5.2

5.3

6.1

6.2

For Benefits of the type described in paragraph 2.1.1, if during the periods
referred to in paragraphs 4.3.1(a) to (c) (inclusive) and 4.4.2(a) in which
Additional Benefits are apportioned (as adjusted in accordance with paragraph
4.3.2, where applicable) it is established through Benchmarking that the Charges
for delivering an HNG-X Service (excluding the Gain Share payments (if any) in
respect of that HNG-X Service) are above the target price range (as described in
paragraph 3.8 of Schedule D6) the Gain Share payments being made to Fujitsu
Services in respect of that HNG-X Service shall cease.

ALTERNATIVE GAIN SHARE APPROACHES

The Parties acknowledge and agree that the Gain Share principles set out in this
Schedule in relation to the Benefits eligible for Gain Share and the means of
sharing those benefits may not be applicable or appropriate to every Gain Share
initiative or development.

Each Party shall consider and shall not unreasonably withhold or delay its
agreement to any reasonable modified or alternative Gain Share arrangement
proposed by the other Party in relation to a particular initiative or development.
Such matters shall be dealt with by the Systems Integration Partnership and
Executive Relationship.

The parties acknowledge and agree that in exceptional circumstances it may be
beneficial to consider proposals which generate savings in the Charges but only
if the HNG-X Services, Service Levels or other provisions of this Agreement are
changed. Any Gain Share payable in such cases shall be agreed on a case by
case basis following the general approach set out above.

ASSOCIATED DOCUMENTS

There are no CCDs associated with this Schedule D3.

There are no CRDs associated with this Schedule D3.

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SCHEDULE D4

OPEN BOOK

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1.0 31/08/06 Agreed version as at date of signature of CCN
1200

1.4 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

2.0 25/01/07 Baseline copy of 1.2

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to V7.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN1610 and moving
all schedules to V12.0

13.0 23-Nov-2020 Moving all Schedules to V13.0

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SCHEDULE D4

OPEN BOOK

1. INTRODUCTION

1.41 The purpose of this Schedule D4 is to define and set out the principles of Open Book cost
verification and reporting in relation to HNG-X Development Charges and Migration
Charges.

1.2 Fujitsu Services warrants to Post Office that the HNG-X Baseline Open Book Information
is, and undertakes that all other information supplied pursuant to this Schedule D4 will
be, to the best of the knowledge and belief of Fujitsu Services, having taken reasonable
steps to verify the same, true, accurate and not misleading as at the date at which it is
supplied and prepared on the same basis, and with the same data, as used by Fujitsu
Services for its own accounting records and planning processes.

1.3 Open Book will apply to any information which Post Office reasonably requests to:

1.3.1

verify any proposed variations to the Charges, prior to agreement to such
variations under the Change Control Procedure and limited to those items which
relate to the parts of the Charges intended to be amended;

investigate through the SIP all cost reduction opportunities, either as part of a
specific project or as part of a review of business and technical strategies;

verify that cost savings generated that will be eligible for Gain Share are being
stated accurately and in full (including in relation to the amount of Benefits);

verify the Migration Charges;

verify the costs of reinstatement of Horizon Applications in Branches, where
Fujitsu Services is entitled to charge Post Office for such costs under Clause
47.13.2; and

verify the following:

(a) costs associated with the procurement of associated activities from
third parties in accordance with paragraph 5.2 of Schedule A1 (if
Fujitsu Services is appointed as the Preferred Systems Integrator);

(b) charge to Post Office of the Fujitsu Service Cost, as referred to in
paragraph 2.1.1 of Schedule A4;

(c) additional Operational Charges in the period from 31 March 2010 if
Project HNG-X is terminated for convenience, as referred to in
paragraph 6.2 of Schedule D1;

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(a)

(e)

(h)

(k)

the basis of any fixed price proposed by Fujitsu Services for
Development Services (prior to agreement upon such price) as
referred to in paragraph 10.9 of Schedule D1;

cost to Fujitsu Services of employment of Fujitsu Services SIP Team
Members, as referred to in paragraph 11.1 of Schedule D1;

costs incurred by Fujitsu Services as a result of a Design Limit being
exceeded as referred to in paragraph 13.3 of Schedule D1;

the basis of any fixed price proposed by Fujitsu Services for
enhancements to the Infrastructure (prior to agreement upon such
price) as referred to in paragraph 13.4.2 of Schedule D1;

the adjustment in costs incurred by Fujitsu Services as a result of
the applicable limits on the volumes of monthly calls to the Service
Desk being exceeded or not being reached as referred to in
paragraph 2.4.2.1 of the CCD entitled "Service Desk: Service
Description" (SVM/SDM/SD/0001);

the adjustment in costs incurred by Fujitsu Services as a result of
any increase to the percentage of Incidents logged via a Web
Interface as referred to in paragraph 2.4.2.3 of the "Service Desk:
Service Description" (SVM/SDM/SD/0001);

the basis of any price proposed in connection with a proposed
change to a level of service as referred to in paragraph 2.4.2.4 of
the CCD entitled "Service Desk: Service Description"
(SVM/SDM/SD/0001); and

Paragraph removed by CCN1610.

1.4 Any information requested by Post Office in accordance with this Schedule D4 shall be
provided by Fujitsu Services in relation to the costs, Charges or prices in question:

1.4.1 subject to paragraph 2.1, in a form which reasonably demonstrates the basis
upon which the costs have been or are forecast to be incurred by Fujitsu Services.

1.4.2 _ in the form of such financial, accounting and other information as Post Office may
reasonably require to verify those costs; and

1.4.3. as soon as reasonably practicable.

1.5 Where the cost item to be verified in accordance with this Schedule D4 relates to a
product or service which is to be provided by Fujitsu Services in the performance of its
obligations under this Agreement and such product or service is procured from within the
Fujitsu Services Group, Fujitsu Services shall provide a certificate executed by Fujitsu
Services’ Chief Financial Officer confirming that:

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24

1.5.1. such product or service has been provided within the Fujitsu Services Group on
a break-even basis; and

1.5.2 the costs of such products or services, as reflected in the Charges to Post Office,
are consistent with those that are or would be reflected in the charges to other
customers of Fujitsu Services if such customers do or were to receive the benefit
of the same or substantially similar products or services.

COST INFORMATION IN RELATION TO VARIED CHARGES

For the purpose set out in paragraph 1.3.1, the information that Post Office shall be
entitled to request from Fujitsu Services shall be:

2.1.1 in relation to any proposed variations of any of the following services, the
following cost information:

(a) Service Desk Service
(i) Total headcount;
(ii) Total number of help desk workstations;
(iii) Total headcount related costs and itemisation of what

these comprise;

(iv) ‘Seat’ costs, for example the software, hardware, support
and maintenance required to provide the Horizon Service
Desk environment; and

(v) Service management headcount and headcount costs.
(b) Engineering Service

(i) Cost of repairs;

(ii) Number of engineering visits;

(iii) Total cost of engineering visit;

(iv) Total cost of router and battery deployment and portable

appliance testing; and

(v) Service management headcount and headcount costs.
(c) Operational Business Change (Branch Change) Service

. Headcount.
(d) Data Centre Operations Service

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(9)

(h)

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(i) Total headcount related costs;

(ii) Total hardware maintenance;

(iii) Total hosting costs; and

(iv) Service management headcount and headcount costs.

Systems Management Service

(i) Headcount;

(ii) Total headcount related costs;

(iii) Number of seats;

(iv) Total cost of seats; and

(v) Systems management third party software support costs.

Network related Services

(i) Branch Network Service: number of lines and cost per line
per service;
(ii) Central Network Service:
(1) Circuit details and costs; and
(2) Network hardware component maintenance;
and
(iii) Network management:
(1) Total headcount related costs; and
(2) Third party service management.
(iv) Service management headcount and headcount costs.

Reference Data Management Service
(i) Headcount; and
(ii) Total headcount related costs.

Third Line Software Support Service

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(m)

(n)

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(i) Headcount; and

(ii) Total headcount related costs.
Management Information Service

(i) Headcount; and

(ii) Total headcount related costs.
Service Management Service

(i) Headcount; and

(ii) Total headcount related costs.
Reconciliation Service

(i) Headcount; and

(ii) Total headcount related costs.
Security Management Service

(i) Headcount; and

(ii) Total headcount related costs.
Application Support Service (Fourth Line)
(i) Headcount;

(ii) Total Headcount related costs; and
(iii) Third party costs.

Service Integration Service

(i) Headcount;
(ii) Total headcount related costs; and
(iii) Third party costs; and

Third Party Management Service
(i) Headcount;

(ii) Total headcount related costs; and

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2.2

3.1

41

4.2

5.1

(iii) Third party costs.

2.1.2 in relation to any modified or additional non-annualised Charges, details of
proposed new or modified capital expenditure in relation to Project HNG-X, the
Associated Changes or future projects, such details shall include the quantities,
specification, model number, price for each major hardware item, and associated
software licences.

Information provided in accordance with paragraph 2.1 shall be provided in the same
format and at the same level of detail as the corresponding information in the HNG-X
Baseline Open Book Information.

OTHER FUJITSU INFORMATION

In respect of any Charge for services or goods which is stated in Schedule D1 to be priced
on an Open Book basis, information provided in accordance with paragraph 1.4 shall
include (without limitation) copies of invoices and estimates from suppliers and
subcontractors providing those services or goods to Fujitsu Services and details of Fujitsu
Services’ own costs in similar detail to the HNG-X Baseline Open Book Information for
the relevant services.

POST OFFICE INFORMATION

Post Office shall, upon the request of Fujitsu Services, provide information to Fujitsu
Services which reasonably demonstrates the basis upon which any Gain Share has been
calculated by Post Office (but not in relation to net savings in Fujitsu Services’ costs of
delivering the HNG-X Services in respect of each SIP initiative).

Any information requested by Fujitsu Services in accordance with paragraph 4.1 shall be
provided by Post Office:

4.2.1 _ in the form of such financial, accounting and other information as Fujitsu Services
may reasonably require to verify the costs incurred by Post Office or otherwise
verify the basis on which Gain Share has been calculated;

4.2.2 as soon as reasonably practicable; and

4.2.3. accompanied by a certificate from Post Office’s Finance Director stating the
information supplied is, to the best of his knowledge and belief, having made
reasonable enquires to verify the same, true, accurate and not misleading but
only to the extent this can be achieved using the management accounting and
costing systems normally used by Post Office.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule D4:

Document Reference Document Title

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HNG-X Baseline Open
Information

Book

5.2 The following CRDs are associated with this Schedule D4:

Document Reference

Document Title

No CRDs Applicable

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Version History

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SCHEDULE D5

AUDIT

31/08/06

Agreed version as at date of signature of CCN

FUJ00000003
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1200

1.2 11/10/06 Minor corrections by FS

2.0 25/01/07 Baseline copy of 1.2

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving schedules to V7.0 as agreed with Fujitsu.

8.0 21/02/12 Moving all schedules to V8.0 in accordance with
CCN1294d

9.0 13/01/14 Applying changes as per CCN1349 and
CCN1322b

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 Moving all Schedules to V13.0

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SCHEDULE D5
AUDIT
1. SCOPE
1.4 This Schedule identifies:

241

3.1

3.2

3.3

3.4

1.1.1. in paragraphs 2 to 6 (inclusive) the audit requirements with which Fujitsu
Services and its sub-contractors shall comply in connection with Post Office’s
rights set out in Clause 25 to audit Fujitsu Services’ compliance with this
Agreement; and

1.1.2. in paragraph 7, provisions of this Agreement dealing with the audit trail of
Transactions.

POST OFFICE'S AGENTS

For the purpose of this Schedule, Post Office's Agents shall mean:
2.1.1 Post Office;

2.1.2 internal auditors of Post Office or of the Royal Mail Group;
2.1.3. statutory or regulatory auditors of Post Office;

2.1.4 external auditors appointed by Post Office; and

2.1.5 authorised agents or successors of the persons listed in paragraphs 2.1.1 to
2.1.4 (inclusive) above.

RECORD KEEPING

Fujitsu Services shall maintain or shall cause to be maintained an audit trail of all
Transactions and Events in strict conformance to the relevant standards contained in
the documents referred to in paragraph 4.1.4 of Schedule A4.

Paragraph 3.1 shall not apply in respect of the Superstock Solution or the Salesforce
Support Service Hosting.

The audit trail of Records to which Post Office's Agents may have access in accordance
with Clause 25 and paragraph 4 is referred to as the commercial audit trail in the CCD
entitled “Audit Trail Functional Specification” (CR/FSP/006).

The exclusion in the CCD entitled “Audit Trail Functional Specification” (CR/FSP/006) of
any items from the Records shall not prevent Post Office from receiving those items (or
information relating to the same) where Post Office is entitled to such items or
information in accordance with the provisions of Schedule D4. To the extent that Post
Office duly requests and receives Open Book information from Fujitsu Services in

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41

4.2

43

44

5.1

accordance with the provisions of Schedule D4 then, notwithstanding any such
exclusions in the CCD entitled “Audit Trail Functional Specification” (CR/FSP/006), Post
Office Agents shall have access to that Open Book information as part of the Records,
but shall not be entitled to any additional material pursuant to paragraph 4 as a result of
that Open Book information being part of the Records.

ACCESS

Fujitsu Services shall provide Post Office's Agents with access to such additional
material as may be reasonably required to support the Records. Such access shall
include access to:

4.1.1 premises;

4.1.2 facilities;

4.1.3 services;

4.1.4 documentation;

4.1.5 information (magnetic or otherwise);

4.1.6 staff,

4.1.7 procedures; and

4.1.8 timesheets and other data used directly as a basis for charging,

4.1.9 belonging to Fujitsu Services, which relate to the provision of the Services.
Fujitsu Services shall provide reasonable assistance at all times during the currency of
this Agreement for the purposes of allowing Post Office to obtain such information as is
necessary to fulfil Post Office's obligations to supply information for parliamentary,
judicial, regulatory or administrative purposes.

On notification of an audit as specified in paragraph 5 Fujitsu Services shall provide
Post Office's Agents with reasonable access to the audit trail referred to in paragraph
3.1 and the facility to interrogate that audit trail using reasonably selected criteria.

Post Office shall require Post Office's Agents to comply with Fujitsu Services’
reasonable security requirements whilst on the Fujitsu Services' premises, the scope of
which Fujitsu Services shall notify to Post Office's Agents directly on notification of audit.
NOTIFICATION OF AUDIT

Subject to Clause 25.3 (Audit), Fujitsu Services and Post Office shall from time to time

agree arrangements (such agreement not to be unreasonably withheld or delayed),
including timescales, for audits required by Post Office.

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5.2

6.1

6.2

6.3

6.4

With respect to Clause 25.3 (Audit), where the investigations find no evidence of
fraudulent activity or other impropriety by Fujitsu Services or Fujitsu Services' agents,
then at the discretion of Post Office, Fujitsu Services may be paid reasonable additional
charges for its assistance.

RESPONSE TO AUDITS
General

6.1.1 Post Office's Agents may produce reports to Post Office indicating areas of
non-compliance with the Agreement or any other reports they deem
appropriate. Post Office's Agents may also make recommendations.

6.1.2 Following each audit Post Office shall provide, to Fujitsu Services, a report
approved by Post Office's Agents indicating:

6.1.2.1 any areas of non-compliance with this Agreement which Fujitsu
Services is required to rectify; and

6.1.2.2 any audit recommendation with which Post Office requests Fujitsu
Services to comply.

6.1.3 Post Office shall give Fujitsu Services a minimum of 30 days to review the
factual issues relevant to Fujitsu Services which are raised by the audit reports
and to comment upon the recommendations.

6.1.4 In the event that Fujitsu Services disputes the findings of any audit then the
Dispute Resolution Procedure shall be invoked.

Action on agreed Non-Compliance

Any agreed non-compliance shall constitute a Default and Fujitsu Services shall at
Fujitsu Services' own expense, implement any changes necessary to remedy areas of
non-compliance with the terms of the Agreement as identified by Post Office's Agents.

Action on Recommendations

Post Office may request Fujitsu Services to implement audit recommendations in
accordance with the provisions of the Change Control Procedure.

Evidence

Fujitsu Services shall provide, in accordance with the timescales agreed in the
implementation plan for any change arising from an audit, evidence, either documentary
or demonstrative, of changes required by Post Office in accordance with paragraphs 6.2
and 6.3 above, and shall, if required, provide access to the representatives of Post
Office, to permit Post Office's Agents to monitor and confirm the implementation of such
changes.

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7. AUDIT TRAIL OF TRANSACTIONS

7A The Business Capabilities and Support Facilities provided by Fujitsu Services relating to
the audit trail of Transactions undertaken in Branches are provided for in Schedule B3.2
and the provisions dealing with the operational audit trail set out in the CCD entitled
“Audit Trail Functional Specification” (CR/FSP/006).

7.2 Fujitsu Services shall ensure that Post Office's Agents can gain access in each Branch
to the Post Office Data in respect of that Branch held by Fujitsu Services to enable

internal Post Office audit requirements to be met.

7.3 Paragraph 7.2 shall not apply in respect of the Superstock Solution or the Salesforce
Support Service Hosting.

8. ASSOCIATED DOCUMENTS

8.1 The following CCDs are associated with this Schedule D5:

Document Reference Document Title

1 CR/FSP/006 Audit Trail Functional Specification

8.2 The following CRDs are associated with this Schedule D5:

Document Reference Document Title

NO CRDs APPLICABLE

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SCHEDULE D6
MARKET TESTING

Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

14 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 04/01/10 Amendments as per CCN 1268

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to V7.0 in accordance
with CCN1294d

9.0 13/01/14 Applying changes as per CCN1349 and
CCN1400

10.0 10/09/15 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/2017 Moving all schedules to V12.0

13.0 23-Nov-2020 I Moving all Schedules to V13.0

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SCHEDULE D6
MARKET TESTING
1. OVERVIEW
14 This Schedule D6 defines the processes available to the Parties for Market Testing the

21

2.2

2.3

3.1

3.2

3.3

3.4

Testable Services.
MARKET TESTING METHODS

Subject to paragraphs 5.1 and 6.1, the Market Testing method for all Testable Services
shall be Benchmarking.

Fujitsu Services may not increase any Charges, decrease any Services Levels or
(unless required by Post Office pursuant to paragraph 4.3) cease providing any
Services in connection with or as a consequence of Market Testing save where Fujitsu
Services participates in Competitive Tendering and is appointed by Post Office as the
winning tenderer, in which case the Agreement shall be amended under the Change
Control Procedure to reflect Fujitsu Services’ tender as described in paragraph 4.3.3(a).

Governance in respect of Market Testing in terms of monitoring, review and reporting of
events and progress and issue resolution shall be managed by the Commercial
Relationship and overseen by the Systems Integration Partnership and Executive
Relationship, as described in Schedule A2.

BENCHMARKING

The purpose of Benchmarking (the "Benchmark Purpose") is to compare the value for
money of the Benchmark Services with Equivalent Services. The focus shall be on
comparing the price of the Benchmark Services with market prices, but taking account
of current technologies at the time of Benchmarking, and not restricted to the same
technical solution as is used in the HNG-X Services.

The target price range for each Benchmark Service shall be as described in paragraph
3.8.

The Charges for the Benchmark Service to be used in Benchmarking comparisons are
the Charges then set out in paragraph 2 of Schedule D1 (as adjusted in accordance
with paragraph 4 of Schedule D1) for that Service for the remaining term of the
Agreement, applying the volumes (in relation to any variable Charges) then forecast in
the CCD entitled “Horizon Capacity Management and Business Volumes”
(PA/PER/033), excluding (i) the Service Management Element, and (ii) any Gain Share
payments that may be payable to Fujitsu Services in relation to cost savings in respect
of that Service.

Fujitsu Services shall, unless paragraph 5.1.2 applies, initiate Benchmarking and unless
any of paragraphs 5.1.1, 5.1.3, 6.1.1 or 6.1.3 apply procure that Benchmarking is
completed in respect of each Testable Service referred to in the Benchmarking timetable
in Annex 2 (as such timetable is varied in accordance with paragraph 3.5) in each

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3.5

3.6

3.7

Financial Year in which that Service is due to be Benchmarked as set out in that
timetable up to and including 31% March 2015. After 31°t March 2015, the Parties
acknowledge and agree that there shall be no Benchmarking of Testable Services.

The Benchmarking timetable in Annex 2 may be revised and any Testable Services set
out in Annex 1 may be added to that timetable by written agreement between the
Parties, subject to the following provisions:

3.5.1. no more than two Testable Services shall be timetabled for Benchmarking in any
Financial Year;

3.5.2 no Testable Service shall be timetabled for Benchmarking more than once every
three Financial Years; and

3.5.3 no Testable Service shall be Benchmarked before the Service first becomes
eligible for Benchmarking as set out in Annex 1.

If no revisions are agreed to the timetable in Annex 2 then, subject to paragraph 3.5.3,
that shall be the timetable for Benchmarking. The date in the Benchmarking timetable
by which a Benchmarking is due to be completed shall be put back, day for day, to the
extent that Post Office unreasonably withholds or delays its agreement under paragraph
3.7.3 to the Benchmarker's proposed approach for that Benchmarking.

Fujitsu Services shall procure Benchmarking from the Benchmarking consultancy who
ordinarily provides benchmarking services to Fujitsu Services, provided that that person
is an independent and generally recognised, within the IT industry, benchmarking
consultancy in the United Kingdom (the “Benchmarker’). The Parties acknowledge that
at the date of this Agreement Fujitsu Services uses Gartner Consulting or Compass
Management Consulting as its benchmarking consultant, either of which may be used
by Fujitsu Services as the Benchmarker so long as it remains an independent and
generally recognised, within the IT industry, benchmarking consultancy in the United
Kingdom. Any alternative benchmarking consultancy used to undertake Benchmarking
that meets the requirements of the first sentence of this paragraph shall be notified by
Fujitsu Services to Post Office.

Fujitsu Services shall procure that:

3.7.1. the Benchmarker shall select services for the Benchmark Group of an
appropriate standard, quality and relevance to the Benchmark Services in order
to achieve the Benchmark Purpose having due regard to all relevant factors,
including the nature and type of service concerned and the requirement of the
service recipient in relation thereto. The Benchmark Group shall (where such
services are available in the market) include examples of services which meet
the same business requirements as a Benchmark Service, but which utilise
more recent technology than that used to deliver the relevant Benchmark
Service;

3.7.2 no later than 30 Working Days before the date notified by Fujitsu Services to
Post Office when each Benchmarking is due to commence, Post Office shall be
provided with the Benchmarker’s proposed approach to Benchmarking,

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3.8

3.9

including the Benchmark Group that is proposed and the metrics to be used in
adjusting benchmark data so that comparisons can be made on a like-for-like
basis;

3.7.3 without prejudice to Post Office's right under paragraph 6.1.3, the Benchmarker
shall make such changes to the approach as the Parties and the Benchmarker
consider and agree to be reasonable, such changes to the approach to be
agreed no later than 20 Working Days before the Benchmarking is due to
commence. Either Party may include within such changes as are requested a
request that the Benchmark Group includes a service that meets the same
business requirements as the Benchmark Service, irrespective of the
technology used to deliver that service;

3.7.4 within 30 Working Days following the date on which a particular Benchmarking
is due to be completed in accordance with the timetable referred to in paragraph
3.4, the Benchmarker shall deliver a benchmarking report to each Party (a
“Benchmarking Report’). The Benchmarking Report shall contain the
documented findings and recommendations of the Benchmarker, including any
key financial and technical information supporting such recommendations; and

3.7.5 Post Office is given such direct access to the Benchmarker and the data and
information underlying the Benchmarking Report as Post Office may reasonably
require in order to discuss and understand the Benchmarking Report and its
assumptions.

If the Charges for the Benchmark Services (as described in paragraph 3.3) are greater
than the amount "A" calculated using the following formula those Charges shall be
deemed to be above the target price range, that range, for the purposes of this
Schedule D6, being the range between the lowest price service in the Benchmark
Group and the amount "A".

A= ((0.375N — Z) x (P2— P1)) + P41

where

N is the total number of services in the Benchmark Group;

Zis the integer part of 37.5% of N;

P1, having put the services in the Benchmark Group in ascending order by price (such
prices having been adjusted pursuant to any agreed weighting mechanism applied by
the Benchmarker) and numbered those services consecutively starting at one for the

service with the lowest price, is the price for the service numbered Z; and

P2 is the price for the service numbered Z + 1, such price having been adjusted
pursuant to any agreed weighting mechanism applied by the Benchmarker.

If, pursuant to paragraph 3.8, the Charges for the Benchmark Service are deemed to be
above the target price range, within 30 days of the issue of the Benchmarking Report
Fujitsu Services shall:

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3.9.1 either adjust its price for the Benchmark Service so that it falls within the target

price range and continue to provide the Benchmark Service as previously; or

initiate Competitive Tendering in accordance with paragraph 5 to appoint a new
sub-contractor to Fujitsu Services in respect of the Benchmark Service so that
the Benchmark Service may be provided more cost-effectively; or

notify Post Office that (i) it does not consider it possible to provide the
Benchmark Service at a price that is within the target price range and achieve
an adequate gross margin on that Benchmark Service and (ii) its reasons for
this conclusion.

4. COMPETITIVE TENDERING

44 The purpose of Competitive Tendering is to identify potential alternative suppliers of
Competitive Tendering Services (either as potential sub-contractors to Fujitsu Services
or as direct suppliers of the service to Post Office) who can offer improved value for
money in providing the Competitive Tendering Services.

42 Competitive Tendering may be carried out either:

4.24

by Fujitsu Services (for the purpose of finding a new sub-contractor), in the
circumstances described in paragraph 5.1; or

by Post Office (for the purpose of finding a new direct supplier) pursuant to
paragraph 6.1.

43 Following Competitive Tendering, Post Office may decide at its sole option:

4.3.1

4.3.2

to continue with the current Service from Fujitsu Services at the current prices;

in the case of Competitive Tendering undertaken by Fujitsu Services where the
outcome of the tender process is such that, if Fujitsu Services was to sub-
contract all or part of the Competitive Tendering Service in question to an
alternative service provider identified in the tender process a downward revision
to the Charges would be, in the mutual opinion of the Post Office and Fujitsu
Services, deliverable, to require Fujitsu Services to sub-contract such
Competitive Tendering Service to such alternative service provider and revise its
Charges accordingly so that the Charge for that Competitive Tendering Service
shall be equivalent to the sum of: (i) the costs to Fujitsu Services of that sub-
contract (which may include Interface Establishment Costs allocated to such
alternative service provider), (ii) the Relevant Margin thereon, and (iii) the
Service Management Element; or

in the case of Competitive Tendering undertaken by Post Office:
(a) where Fujitsu Services is the winning tenderer, to continue with the

Competitive Tendering Service from Fujitsu Services on a revised basis
to be agreed under the Change Control Procedure, to reflect the

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44

5.1

specification and charges for that service tendered by Fujitsu Services,
as amended and agreed with Post Office; or

(b) where the outcome of the tender process is that an Equivalent Service
to the Competitive Tendering Service is available at a price which is less
than the Charges for that Competitive Tendering Service (excluding (i)
the Service Management Element, and (ii) any Gain Share payments
that may be payable to Fujitsu Services in relation to cost savings in
respect of that Service) either:

(i) to invite Fujitsu Services to appoint the winning tenderer as a
new subcontractor within 60 Working Days (or such other period
as the Parties may agree) of such invitation and to revise its
Charges for the Competitive Tendering Service on the same
basis as such Charges may be revised under paragraph 4.3.2;
or

(ii) to appoint the winning tenderer as a direct supplier to Post
Office and terminate that Competitive Tendering Service (as a
Terminable Service) in accordance with Clause 47.10.1 of the
Agreement.

In the event that Post Office exercises its option pursuant to paragraph 4.3.3(b)(i) and
either:

44.1 Fujitsu declines to appoint such winning tenderer; or

44.2 the time limit specified in paragraph 4.3.3(b)(i) expires prior to Fujitsu Services
appointing the winning tenderer,

Post Office may, at its sole option, exercise its rights under paragraph 4.3.3(b)(ii), failing
which paragraph 4.3.1 shall apply.

COMPETITIVE TENDERING BY FUJITSU SERVICES
Fujitsu Services shall undertake Competitive Tendering where:

5.1.1. subject to paragraph 6.1.3, the Benchmarker notifies the Parties that, in the
Benchmarker's reasonable opinion, due to the lack of availability of suitable
services for inclusion in the Benchmark Group or other reasons in connection
with the Benchmarking process or criteria, it will not be or has not been possible
to perform a satisfactory Benchmarking for that Service and the Parties agree
that Competitive Tendering by Fujitsu Services may result in a downward
revision to the Charges for the Testable Service in question; or

5.1.2 the Parties have agreed that the Testable Service is one which should be
provided by Fujitsu Services through sub-contractors, with the aim that each
such subcontract should be of no more than four years’ duration; or

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5.2

5.3

5.4

5.5

5.1.3 Fujitsu Services fails to initiate Benchmarking of a Testable Service in
accordance with paragraph 3.4, and Post Office notifies Fujitsu Services that
Fujitsu Services shall initiate a competition in respect of that Testable Service in
accordance with this paragraph 5; or

5.1.4 paragraph 3.9.2 applies,

and in each case Fujitsu Services shall initiate Competitive Tendering within three
months.

When paragraph 5.1 applies Fujitsu Services shall carry out, or procure that an
Independent Adviser (such Independent Adviser to be agreed with Post Office and such
agreement not to be unreasonably withheld or delayed) conducts, Competitive
Tendering in each case with a view to appointing a new sub-contractor to Fujitsu
Services in respect of the Service in question so that the Service may be provided more
cost-effectively.

Fujitsu Services shall ensure that:

5.3.1 once initiated in accordance with paragraph 5.1, Competitive Tendering shall be
actively continued and in any event completed within six months or in
accordance with any timetable agreed in writing between the Parties;

5.3.2 all invitations to tender and other key tender documents are submitted to Post
Office for its approval (such approval not to be unreasonably withheld or
delayed) prior to being provided to potential tenderers; and

5.3.3 Post Office is provided with copies of all tenders received, subsequent related
correspondence and documentation and valuation assumptions or processes
adopted from time to time throughout the tendering process and, in the event an
Independent Adviser is used, is given the opportunity to discuss the tenders with
that Independent Adviser.

The three month period referred to in paragraph 5.1 and the six month period referred to
in paragraph 5.3.1 shall each be extended, day for day, to the extent that Post Office
unreasonably withholds or delays its approval of the tender documentation referred to in
paragraph 5.3.2 or otherwise delays the Competitive Tendering by Fujitsu Services in
accordance with paragraphs 5.2 and 5.3.

Fujitsu Services shall disclose to any bona fide potential sub-contractor of Competitive
Tendering Services (subject to the same executing an Agreed Form NDA or any other
form of non-disclosure agreement mutually agreed by Post Office, Fujitsu Services and
such potential sub-contractor) Confidential Information to the extent that such disclosure
is reasonably required to enable that potential sub-contractor to prepare a reasonably
detailed tender proposal, including an anonymised list providing details of the terms and
conditions of employment of all Fujitsu Services personnel (and those personnel of its
relevant sub-contractors) who are then wholly or mainly employed or engaged in the
performance of the Competitive Tendering Services, to the extent such personnel may
be subject to the Transfer of Undertakings (Protection of Employment) Regulations 2006
if such Services were transferred (including, as a minimum, information on (i) numbers

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6.1

6.2

6.3

of personnel (employees, contractors and temporary staff), (ii) salaries and other
benefits, bonuses and pensions arrangements, (iii) where readily available to Fujitsu
Services, skills sets and employment grades, (iv) age and length of service profile, (v)
locations of personnel and (vi) such key employee policies as shall be generally known
to the relevant employees and relevant to their terms of employment or reasonable
expectations).

COMPETITIVE TENDERING BY POST OFFICE
Subject to paragraph 6.2, Post Office shall be entitled if:

6.1.1. Benchmarking by Fujitsu Services pursuant to paragraph 3.4 in respect of any
Testable Service is not initiated in accordance with the Benchmarking timetable
in Annex 2 (as adjusted in accordance with paragraph 3.5) or Fujitsu Services
fails to procure the outputs required by paragraph 3.7 to achieve such
Benchmarking or Fujitsu Services fails to comply with its obligations under
paragraph 3.9 and Fujitsu Services fails to comply with written notice delivered
by Post Office to Fujitsu Services within 60 days of such notice to initiate such
Benchmarking or procure such outputs or comply with such obligations, or

6.1.2 following Benchmarking, Fujitsu Services gives notice to Post Office in
accordance with paragraph 3.9.3; or

6.1.3 it does not agree on a reasonable ground to the Benchmarking approach to be
used by the Benchmarker; or

6.1.4 Competitive Tendering by Fujitsu Services is not initiated within the period
specified in paragraph 5.1 (as may be adjusted in accordance with paragraph
5.4); or

6.1.5 there is a Default by Fujitsu Services in relation to its Competitive Tendering
obligations in paragraph 5.3.1 (the six month period therein as may be adjusted
in accordance with paragraph 5.4),

to initiate a competition within six months respectively of (i) expiry of the 60 day notice
period referred to in paragraph 6.1.1, (ii) receipt of notice under paragraph 3.9.3, (iii) the
date the Benchmarking was due to commence or (iv) expiry of the period referred to in
paragraph 5.1 or (v) Fujitsu Services’ Default in relation to its obligations in paragraph
5.3.1 (as the case may be), to find an alternative supplier of Equivalent Services to the
Testable Service in question. The exercise, by Post Office, of any of its rights under
paragraphs 6.1.1, 6.1.4 and 6.1.5 shall be without prejudice to any other rights or
remedies available to Post Office in such circumstances.

Post Office may choose to appoint an Independent Adviser to run such a competition on
its behalf, such Independent Adviser to be agreed with Fujitsu Services (such
agreement not to be unreasonably withheld or delayed).

Fujitsu Services shall (subject to any applicable legislation or regulations) be entitled to
participate as a tenderer in any such competition. If it participates in such competition,
Fujitsu Services shall submit its tender in the same way and to the same timescale as

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6.4

6.5

6.6

other tenderers and shall not have access to the financial information in respect of any
other tender.

Unless Fujitsu Services exercises or intends to exercise its right under paragraph 6.3 to
participate as a tenderer in the competition, Fujitsu Services shall provide Post Office or
the Independent Adviser (as the case may be) with such assistance as may reasonably
be required to facilitate such a competition, including managing all or any part of the
competition should Post Office or the Independent Adviser ask it to do so.

Fujitsu Services shall disclose to any bona fide potential replacement provider of
Competitive Tendering Services (subject to the same executing an Agreed Form NDA or
any other form of non-disclosure agreement mutually agreed by Post Office, Fujitsu
Services and such potential replacement provider) Confidential Information to the extent
that such disclosure is reasonably required to enable that potential replacement
provider to prepare a reasonably detailed tender proposal.

Where in accordance with this paragraph 6 Post Office seeks a tender or tenders for a
third party contractor to provide Equivalent Services to those of a Competitive Tendering
Service, Fujitsu Services shall:

6.6.1 to the extent it can reasonably do so in advance (not knowing which provider
will be the winning tenderer) provide to Post Office its best estimate of any
Interface Establishment Costs likely to be incurred by Post Office in connection
with such services on the basis that the specification of the Competitive
Tendering Service and its intended replacement service are the same;

6.6.2 to the extent that any proposed third party replacement service does not meet
the specification of the Competitive Tendering Service, Fujitsu Services shall, in
a timescale consistent with the tender process, advise Post Office of the
Interface Costs likely to be incurred by Post Office in relation to the proposed
replacement service; and

6.6.3 provide to Post Office an anonymised list with details of the terms and
conditions of employment of all Fujitsu Services personnel (and those personnel
of its relevant sub-contractors) who are then wholly or mainly employed or
engaged in the performance of the Competitive Tendering Services, to the
extent such personnel may be subject to the Transfer of Undertakings
(Protection of Employment) Regulations 2006 if such Services were transferred
(including, as a minimum, information on (i) numbers of personnel (employees,
contractors and temporary staff), (ii) salaries and other benefits, bonuses and
pensions arrangements, (iii) where readily available to Fujitsu Services, skills
sets and employment grades, (iv) age and length of service profile, (v) locations
of personnel and (vi) such key employee policies as shall be generally known to
the relevant employees and relevant to their terms of employment or reasonable
expectations).

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7. COSTS OF MARKET TESTING

714 Unless expressly provided otherwise in paragraph 7.2 or 7.3 below, each Party shall
bear its own costs (including, in the case of Fujitsu Services, the costs of the
Benchmarker) in relation to Market Testing.

7.2 The costs of undertaking Competitive Tendering incurred by each Party shall be borne
solely by Fujitsu Services if:

7.24

7.2.2

the Competitive Tendering is undertaken pursuant to paragraph 6.1.2 and the
outcome of that Competitive Tendering is that an Equivalent Service to the
Competitive Tendering Service is available at a price which is less than the
Charges for that Competitive Tendering Service (excluding (i) the Service
Management Element, and (ii) any Gain Share payments that may be payable
to Fujitsu Services in relation to cost savings in respect of that Service); or

the Competitive Tendering is undertaken pursuant to paragraph 6.1.1, 6.1.4 or
6.1.5.

7.3 The costs of undertaking Competitive Tendering incurred by each Party shall be borne
solely by Post Office if:

7.3.1

7.3.2

the Competitive Tendering is undertaken pursuant to paragraph 6.1.2 and the
outcome of that Competitive Tendering is that an Equivalent Service to the
Competitive Tendering Service is not available at a price which is less than the
Charges for that Competitive Tendering Service (excluding (i) the Service
Management Element, and (ii) any Gain Share payments that may be payable
to Fujitsu Services in relation to cost savings in respect of that Service); or

the Competitive Tendering is undertaken pursuant to paragraph 6.1.3.

8. PARTIAL TERMINATION, INTERFACE COSTS AND CHARGES

In the event of termination by Post Office of one or more Terminable Service(s) pursuant to
paragraph 4.3.3(b)(ii), the provisions of Clause 48, Schedule E and paragraphs 9.1 and 9.2 of
Schedule D1 shall apply.

9. DISPUTES

Any dispute arising in relation to this Schedule D6 (including in relation to the suitability of the
Benchmarker or Independent Adviser) shall be dealt with in accordance with Schedule A2 to this

Agreement.

10. ASSOCIATED DOCUMENTS

10.1 The following CCDs are associated with this Schedule D6:

Document Reference Document Title

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1 PA/PER/033 Horizon Capacity Management and
Business Volumes

10.2 The following CRDs are associated with this Schedule D6:

Document Reference Document Title

No CRDs Applicable

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ANNEX 1
TESTABLE SERVICES
TESTABLE SERVICE EARLIEST DATE FOR MARKET TESTING

Branch Network Service

1 April 2007

Service Desk Service

six months after Trigger Point T6 (Counter Application Rollout
Complete)

Engineering Service

Upon Trigger Point T6 (Counter Application Rollout Complete)

Reference Data Management
Service

twelve months after Trigger Point T6 (Counter Application
Rollout Complete)

Third Line Software Support Service

1 November 2010

Application Support Service (Fourth
Line)

1 November 2010

Data Centre Operations Service and
Central Network Service (both
services together constituting one
Testable Service)

six months after Trigger Point T6 (Counter Application Rollout
Complete)

Systems Management Service

six months after Trigger Point T6 (Counter Application Rollout
Complete)

Operational Business Change
(Branch Change) Service

twelve months after Trigger Point T6 (Counter Application
Rollout Complete)

Reconciliation Service

twelve months after Trigger Point T6 (Counter Application
Rollout Complete)

Management Information Service

twelve months after Trigger Point T6 (Counter Application
Rollout Complete)

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ANNEX 2
BENCHMARKING TIMETABLE

Financial
Year Testable Services
ending 31
March: First Market Test in Year Second Market Test in Year
2007 None
2008 Branch Network Service None
2009 None
2010 Engineering Service Service Desk Service
2011 Data Centre Operations Service and Branch Network Service

Central Network Service (both services

together constituting one Testable

Service)
2012 Application Support Service (Fourth Third Line Software Support Service

Line)
2013 Systems Management Service Engineering Service
2014 Service Desk Service Branch Network Service
2015 None (unless contract extended beyond 31 March 2015 in which case

additions/alterations to be agreed)

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SCHEDULE D7

MIGRATION CHARGES

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

3.0 09/07/07 Baseline copy of 1.2

4.0 14/04/08 Baseline copy of 3.1

5.0 23/02/09 Baseline copy of 4.1

5.1 20/03/09 Applying CCN 1251

5.2 20/05/09 Applying RPI for 2009

6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu

61 23/04/10 Applying RPI for 2010

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Applying changes as per CCN1289a,
CCN1260c and CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance
with CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 I Updating as per CCN1616b and moving all
Schedules to v13.0

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4.1

1.2

1.3

24

2.2

SCHEDULE D7
MIGRATION CHARGES
INTRODUCTION

This Schedule sets out the Charges for hardware and software to be procured for
installation in:

1.1.1 Data Centres as part of Project HNG-X; and

1.1.2 Branches as part of Project HNG-X or the Associated Change
Activities,

which shall be paid by Post Office to Fujitsu Services.
This Schedule also sets out details of the amount payable by Post Office to Fujitsu
Services for the conversion of Old CTO Configurations to New CTO Configurations

as part of Project HNG-X.

All amounts set out in this Schedule are exclusive of VAT and shall be invoiced and
paid in accordance with Schedule D2.

DATA CENTRE CHARGES

Data Centre hardware and software Charges for Financial Year ending 31 March
2007

In consideration for the installation of hardware and software in Data Centres as part
of Project HNG-X, Post Office shall pay to Fujitsu Services on the first day of each
calendar month in the Financial Year ending 31 March 2007 the sum of £847,795.58.

Data Centre Software Charge for Financial Year ending 31 March 2008

2.2.1 Prior to Purchase Point P2, Post Office shall notify Fujitsu Services of any
variations forecast by Post Office to the forecast numbers of Branches and
Counter Positions set out in the Table entitled “Branch and Counter Position
Limits” in Part 1 of Annex A to Schedule D1 and a pro rata adjustment to the
quantity of 35,000 Microsoft Client Access Licences required by Post Office
shall be agreed under the Change Control Procedure.

2.2.2 Fujitsu Services shall at Purchase Point P2 procure on behalf of Post Office
35,000 Microsoft Client Access Licences or such other number of such
licences as may be agreed pursuant to paragraph 2.2.1.

2.2.3 In consideration for the installation of software in Data Centres as part of
Project HNG-X, an amount equal to the aggregate number of Microsoft
Client Access Licences to be so procured by Fujitsu Services multiplied by

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2.3

24

25

3.

the unit cost to Fujitsu Services of each such Microsoft Client Access
Licence, multiplied by 100 and divided by 95, shall be invoiceable in full by
Fujitsu Services as and from the date of Purchase Point P2 for payment by
Post Office.

2.2.4 The indicative aggregate charge for the installation of software in Data
Centres under paragraph 2.2.3 is £863,211. This indicative amount
assumes a quantity of 35,000 Microsoft Client Access Licences for a Branch
estate based on the forecast numbers of Branches and Counter Positions
set out in the Table entitled “Branch and Counter Position Limits” in Part 1
of Annex A to Schedule D1.

Additional Data Centre Hardware Charges for Financial Year ending 31 March 2008

In consideration for the installation of hardware and software in Data Centres for the
handling of Sensitive Authentication Data and Cardholder Data as introduced by
CCN 1202, Post Office shall pay to Fujitsu Services the sum of £430,622 which shall
be payable on 30 June 2007.

Additional Data Centre Hardware Charges for Financial Year ending 31 March 2009

In consideration for additional hardware and software to be installed in Data Centres
in Financial Year ending 31 March 2009, Post Office shall pay to Fujitsu Services the
sum of £2,000,000 which shall be payable on 30th September 2008.

Additional Charges for Removal of the Weekend D approach to Data Centre
Migration

In consideration for the removal of the weekend D approach to Data Centre migration
as documented in CCN1251, Post Office shall pay to Fujitsu Services the sum of
£500,000 which shall be payable on 27th February 2009.

BRANCH CHARGES

3.1. Indicative quantities of Flat Screens to be installed in Branches as part of Project HNG-

X and are set out in Table 1 below. The quantities set out in Table I are based on the
forecast numbers of Branches and Counter Positions set out in the Table entitled
“Branch and Counter Position Limits” in Part I of Annex A to Schedule D1. Prior
to Purchase Point P4, Post Office shall notify Fujitsu Services of any variations
forecast by Post Office to the forecast numbers of Branches and Counter Positions
set out in the Table entitled “Branch and Counter Position Limits” in Part I of Annex
A to Schedule D1 and pro rata adjustments to the quantities specified in Table I shall
be agreed under the Change Control Procedure accordingly

Table I also includes confirmed quantities of 3G, 4 port routers as confirmed at
Purchase Point P1.

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3.2 The Charges for hardware and software referred to in Table 1 below shall be
calculated by Fujitsu Services and paid by Post Office to Fujitsu Services as
described in paragraphs 3.3, 3.4 and 3.5.

ITable 1 Financial Years ending 31 March

2007 2008 2009 2010 2011 2012 2013
[Hardware for
[Branches
3G, 4 Port Router
(Quantity 12,897
(Annual Charge £4,683,37 £0

0

Flat Screen
replacement
(Quantity 980 2,427 2,956 3,535 4,176

3.3 In respect of the 3G, 4 port routers:

3.3.1

3.3.2

3.3.3

Fujitsu Services shall procure the quantities in each Financial Year specified
in Table 1 above, as adjusted pursuant to paragraph 3.1; and

the total Charge for 3G, 4 port routers in 2009 shall become due for payment
on the 30" March 2009. The total Charge for 3G, 4 port routers in 2010 shall
become due for payment in accordance with paragraph 3.3.3. The values
specified in Table I above are inclusive of margin.

Post Office has agreed to pay Fujitsu Services' costs up to a maximum
amount of £100,000 to provide an enhanced solution in relation to branch
routers and resultant network coverage. Fujitsu will provide Post Office with
evidence before Post Office commits to this additional expenditure that
reasonably satisfies the Post Office of the benefits that this enhanced
solution would provide. Where, without prejudice to the future operation of
paragraph 1.5 of Schedule D1, Fujitsu Services needs to bear any additional
costs (in excess of the sum payable by Post Office) necessary for Fujitsu
Services to meet any existing related contractual obligations (as amended
by relevant correspondence, if any) relating to branch routers and network

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3.4

3.5

3.6

6.1

6.2

coverage, this shall be set out in a CCN. If Post Office is not satisfied that
Fujitsu has proved the value of the enhanced solution it shall not be obliged
to incur this additional expenditure and both parties shall revert to their
respective rights and obligations prior to this CCN in these respects.

Not Used
Not Used.

The indicative annual charges for 3G, 4 Port Routers that are set out in Table 1
above are on the basis of the quantities of each of those items set out in Table 1
(which are based on the numbers of Branches and Counter Positions set out in the
Table entitled “Branch and Counter Position Limits” in Part 1 of Annex A to Schedule
D1).

INDEXATION

The Charges referred to in paragraph 5 in this Schedule D7 shall be adjusted for
RPI in the same manner and at the same times as the Indexed Charges (other than
the Near Shore and Offshore Rates) are adjusted for RPI, as set out in paragraph
16 of Schedule D1. The charges and rates so adjusted shall be recorded in a new
version of this Schedule D7. Charges for hardware in this Schedule D7 are not
subject to RPI adjustment.

HNG-X CTOs

Fujitsu Services has agreed to install 374 New CTO Configurations within 57 CTOs
and shall complete such installation no later than Trigger Point T6 (Counter
Application Rollout Complete). In consideration of Fujitsu Services carrying out such
installations, Post Office shall pay to Fujitsu Services the sum of £78,527 which sum
shall be invoiced by Fujitsu Services following completion of all such installations.
Any third party charges in respect of such installations shall be payable by Post
Office.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule D7:

Document Reference Document Title

1 Horizon Capacity Management and I PA/PER/033
Business Volumes

2 Withdrawn in CCN1616b

The following CRDs are associated with this Schedule D7:

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NO CRDs APPLICABLE

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SCHEDULE D8
HNG-X AND ASSOCIATED CHANGE DEVELOPMENT CHARGES

Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

2.0 25/01/07 Baseline copy of 1.2

3.0 09/07/07 Baseline copy of 2.3

40 14/04/08 Baseline copy of 3.4

5.0 23/02/09 Baseline copy of 4.2

5.1 20/05/09 Applying RPI for 2009

6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 04/01/10 Amendments as per CCN 1268

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to V8.0 in accordance
with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance
with CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 I Moving all Schedules to V13.0

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SCHEDULE D8
HNG-X AND ASSOCIATED CHANGE DEVELOPMENT CHARGES

1. INTRODUCTION

141 This Schedule sets out the Charges for HNG-X Development and Associated Change
Development which shall be paid by Post Office to Fujitsu Services.

1.2 All amounts set out in this Schedule (with the exception of the amount set out in
paragraph 1.3.1):

1.2.1 are before adjustment for RPI, as described in paragraph 5, and before VAT;
and

1.2.2 _ shall be invoiced and paid in accordance with Schedule D2.
1.3 In this Agreement the following expressions shall have the following meanings:

1.3.1 “HNG-X Project Price” means the amount paid, being £60,695,937.02
(excluding VAT but inclusive of adjustments for RPI) for the labour element of
the HNG-X release 1 development only (as re-stated at the date of signature of
CCN 1268 at Annex 1 of this Schedule D8 and as amended subsequently from
time to time under the Change Control Procedure.

1.4 The HNG-X Project Price constitutes all the charges paid for the labour element of the
HNG-X release 1 development (as referred to in the definition of the HNG-X Project
Price) and Fujitsu Services acknowledge and agree that no other charges whatsoever
are payable for the same.

2. HNG-X DEVELOPMENT AND ASSOCIATED CHANGE DEVELOPMENT CHARGES

241 The sum of £744,000 shall be invoiced by Fujitsu Services to Post Office at any time on
or after the date of signature of CCN 1200 for work carried out prior to commencement
of HNG-X Development. This figure is included in the value of the HNG-X Project Price
above.

2.2 Post Office shall, in addition, pay for further HNG-X Development and Associated
Change Development undertaken on and after the date of CCN 1268, (11/12/09) ona
time-cost basis, subject to paragraphs 3.3, 3.4 and 3.5, according to the following rates:

Rate per hour Rate per hour Rate per hour
On Shore INear Shore Offshore (India)

Grade

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Rate per hour Rate per hour Rate per hour
Grade

On Shore INear Shore Offshore (India)
Systems Engineer £71.70 £93.76 £36.15,
Senior System Engineer I£86.72 £97.34 £38.25
lLead System Engineer £102.03 £104.50 £41.81
Unit Leader £114.62 £122.57 £58.03
Consultant £131.89 - -
[Senior Consultant, 147.54 L .
Manager
Senior Manager, Principal 6173.28 L .
Specialist

2.3

24

25

The D8 Charges shall be payable monthly in arrear.

The D8 Charges calculated in accordance with paragraph 2.2 in respect of work
undertaken for that day by each of a Consultant, Senior Consultant, Manager and
Senior Manager, Principal Specialist shall in each case not exceed 7.4 multiplied by the
applicable hourly rate in total per day (rounded downwards to the nearest whole pound).

Post Office shall be entitled on a monthly basis, in accordance with paragraph 10.2 of
Schedule D1, to offset pre-paid Development Charges as a credit against the D8
Charges.

Not Used.

ADJUSTMENT

On each occasion that Fujitsu Services is entitled to an adjustment to the HNG-X
Project Price, it shall be calculated in accordance with paragraph 2 above.

INDEXATION

All hourly and daily rates specified in this Schedule D8 shall be adjusted in the same
manner and at the same times as the rates set out in paragraph 10.4 of Schedule D1
are adjusted pursuant to paragraph 16 of Schedule D1.

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6. RETENTIONS

Post Office shall, subject to paragraph 6.7, be entitled to make the following retentions
from amounts payable to Fujitsu Services in respect of HNG-X Development Charges:

Initial Acceptance Retention Amount

6.1

6.2

6.3

if, at the HNG-X Initial Acceptance Date, there are any outstanding HNG-X
Medium Severity Acceptance Incidents, Post Office shall be entitled to withhold
from the amount or amounts first payable by it relating to HNG-X Development
Charges following the HNG-X Initial Acceptance Date an amount of £500,000
(the “Initial Acceptance Retention Amount”);

subject to paragraph 6.3, the Initial Acceptance Retention Amount shall be
retained until all HNG-X Medium Severity Acceptance Incidents referred to in
paragraph 6.1 shall have been closed (all agreed Rectification Plans and agreed
workarounds having been successfully implemented) at which point the Initial
Acceptance Retention Amount shall be paid to Fujitsu Services by Post Office
following receipt of an invoice for the same raised in accordance with Schedule
D2;

if, at the time at which the Initial Acceptance Retention Amount would otherwise
have been paid pursuant to paragraph 6.2, any HNG-X High Severity Acceptance
Incident or HNG-X Medium Severity Acceptance Incident raised during live
monitoring remains outstanding, the Initial Acceptance Retention Amount shall
not be paid but shall instead be applied as the Final Acceptance Retention
Amount;

Final Acceptance Retention Amount

6.4

6.5

6.6

if paragraph 6.3 applies, Post Office shall be entitled to retain the Initial
Acceptance Retention Amount as the Final Acceptance Retention Amount;

if paragraph 6.3 does not apply then if, at the HNG-X Final Acceptance Date,
any HNG-X Medium Severity Acceptance Incident raised during live monitoring
but after release of the Initial Acceptance Retention Amount remains
outstanding, Post Office shall be entitled to withhold (by way of the credit note
referred to in paragraph 6.7) from any sums due under this Agreement
(including without limitation the Operational Charges) an amount of £500,000
(the “Final Acceptance Retention Amount’);

the Final Acceptance Retention Amount shall be retained until all HNG-X
Medium Severity Acceptance Incidents raised on or before the HNG-X Final
Acceptance Date shall have been closed (all agreed Rectification Plans and
agreed workarounds having been successfully implemented) at which point the
Final Acceptance Retention Amount shall be paid to Fujitsu Services by Post
Office following receipt of an invoice for the same raised in accordance with
Schedule D2; and

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6.7 if paragraph 6.3 does not apply, Fujitsu Services shall issue to Post Office a
credit note for the Final Acceptance Retention Amount in accordance with the
provisions of Schedule D2 which Post Office shall be able to apply against any
other sums due under this Agreement.

7. ASSOCIATED DOCUMENTS

7 The following CCDs are associated with this Schedule D8:

Document Reference Document Title

NO CCDs APPLICABLE

7.2 The following CRDs are associated with this Schedule D8:

Document Reference Document Title

NO CRDs APPLICABLE

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ANNEX 1
1. Introduction

This paper provides a summary of all Horizon and HNG-X Change Requests or other
agreed changes that have been raised and approved by Fujitsu Services since the date of
the HNG-X Contract and which align with the V0.80.A20 plan (as at 28th September 2009).

These Change requests are solely those that apply to the development of the initial release
of HNG-X.

Change requests that are applicable to HNG-X may also have a commercial impact. This is
managed via the Change Management process and agreed via the appropriate Commercial
Terms documentation.

The process for applying the effect of the approved CRs is summarised in section 4.

The cost of any development labour in the changes listed in this document, together with
the development labour costs related to the HNG-X Initial Requirements Baseline are all
included in the HNG-X Project Price.

Status as at date of HNG-X Contract.

At the date of the HNG-X contract a number of post-S92 approved Change Requests were
agreed to be included in the POL Initial Requirements Baseline. These are listed in
Schedule B6.1 — Annex 13 and in section 2.1 below.

Current Status

Section 2.3 comprises summary details of approved CRs that have been raised subsequent
to the date of the HNG-X Contract with those that are applicable to HNG-X in section 2.3.1
and those that were signed post-CCN1246 section 2.3.2. Section 3 provides a summary of
raised but not approved CRs that may have applicability. This will be confirmed once the CR
has been approved.

Withdrawn CRs are not included in any of these lists.

This document is updated periodically with the latest approved Change Requests and
issued to POL for agreement. Subsequently POL and FS will review the newly applicable
changes and agree how they are to be applied to the HNG-X functional or non-functional

requirements.

Note - FS Change Management also provide summarised information of agreed Change
Requests to POL. This information is reconciled with the details in this paper.

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2. Change requests to be applied to the HNG-X Initial Requirements Baseline
CRs approved before HNG-X contract date — no commercial impact
This comprises the list of CRs that are agreed as part of Applicable Horizon Baseline and
listed in Schedule B6.1 — Annex 13.
POL CR ref. Change Work FS CP ref Summary description

Package ref.

PSO_FSL_CR00326 I PWY_CWP_404 4037 Provision of DR capability to connect
POLFS users to POLFS when NDC is not
available.

POLCC_FSL_CROO I PWY_CWP_393 4080 New Algorithm Condition permissible in

547 Field Validation

PSO_FSL_CR00734 I PWY_CWP_457 4100 Amend Horizon to accept 5 digit item
numbers

PWY_CWP_488
PSO_FSL_CR00583 I PWY_CWP_409 4107 Country of destination on T& T message
PSO_FSL_CR00531 I PWY_CWP_414 4110 Quantity function in Smartpost to operate

when PAF is optional and not selected.

PSO_FSL_CR00584 I PWY_CWP_410 4117 New despatch report for existing client
POLCC_FSL_CROO I PWY_CWP_423 4136 Printing Retailer Logos on Retailer branded
71 Orders

POLCC_FSL_CRO6 I PWY_CWP_437 4150 Removal of a line on the Despatch Report
93

POLCC_FSL_CROO I PWY_CWP_439_ I 4153 Rejected Postage Label Report

73

POLCC_FSL_CROO I PWY_CWP_453 4165 BAU - New Barcode range for P6097

77 Labels

PSO_FSL_CR00728 I PWY_CWP_456 4168 Cut Off facility for the Office Weekly

Postage Labels report

PSO_FSL_CR00727 I PWY_CWP_455 4169 Date Range for Daily Rem reports

PSO_FSL_CR00744 I PWY_CWP_466 4173 Transmit PDR data from Horizon to POLFS
and MI system.

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POL CR ref. Change Work FS CP ref Summary description
Package ref.

PSO_FSL_CR00754 I PWY_CWP_471 4184 Shopping Basket Finance Integration
(Flowers and Travel Insurance)

PSO_FSL_CR00756 I PWY_CWP_474 4185 Allow today's date to be used in selecting
the date range on the Office Weekly Sales
Report

PSO_FSL_CRO00786 I PWY_CWP_481 4201 A&L Sequential Referencing onto ADC

PSO_FSL_CR00781 I PWY_CWP_480_ I 4202 Mails Receipt changes

v2_FS

PSO_FSL_CRO893 I PWY_CWP_496 4209 Implement changes to XI as identified in the
changed functional spec

PSO_FSL_CR00873 I PWY_CWP_494 4212 New AP-ADC Data Type — StackLookup

PSO_FSL_CR00968 I PWY_CWP_530 4255 Receipt Template for Automation of

_FsS Travellers Cheques ADC Product

PSO_FSL_CR00921 I PWY_CWP_505 4231 PostShop Receipt Template

v2

PSO_FSL_CR00925 I PWY_CWP_508 4237 Cessation of the BBC AP interfaces

_FS

PSO_FSL_CRO00950 I PWY_CWP_517 4247 Generic Branch Receipt Template

_FSv2

PSO_FSL_CR00956 I PWY_CWP_520 4249 Gift Voucher Shop Receipts

PSO_FSL_CR00680 I PWY_CWP_525 4251 Including figures for cash in pouches in
Flexible Planning input

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3. CRs approved before HNG-X contract- commercial impact
This table lists those CRs that were identified as requiring impacting before they could be
incorporated into the HNG-X Requirements baseline.
CT/ CWP ref FS CP ref Status Description Horizon I Band
Or Release
CCN ref
PWY_CWP_491 I 4203 APPROVED I Introduction of a New Portable T10 Medium
Counter
PWY_CWP_490 I 4213 APPROVED I Addition of BFPO items to T20 Medium
Pricing in Proportion CR 659
PWY_CWP_473 I 4189 APPROVED I Changes to Support Channel T20 Medium
4355 Based Pricing
(CCN 1211)
4. CRs approved after HNG-X contract date
Relevant to HNG-X
This table shows the changes related to Post Office Change Requests or other agreed changes
that have been approved after the HNG-X Contract Date and which have been assessed as
having relevance to HNG-X.
The table below records these changes ordered by the Fujitsu Services CP number, and also
shows the Fujitsu Services CT number and any related CCN number.
cT FS CP CCN Release Description New this
Number I number I number issue
422 4137 T20 Smart Post Pricing in Proportion
497 4207 T10 Change to POL FS interface (A & L
Changes)
498 4210 T10 Fujitsu Services consultancy for
Requirements Analysis stage of
Post Office MoneyGram
automation project

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cT FS CP CCN Release Description New this

Number I number I number issue

514 4236 T20 Suppress XML for DVLA

534 4253 T20 Euro / Dollar Rate Boards

561 4259 T40 Epson Counter Printer Rollout

561 4260 T40 Epson Firmware and Logo
Download Support

539 4261 T30 Clearance of Cash in Pouches
transactions

540 4263 T30 Pre-paid Cards - Transaction
Settlement

531 4272 T30 Unrecognised element on non-
initiating Tokens

561 4273 T40 Counter printer Com Port Speed
Change

559 + 4280 T30 Receipt Template for NS&l

567 Investment Account Deposit ADC.
Product

570 4302 T30 Receipt Template for Customer
Referrals ADC Product

4305 1202 I HNGx Application for PCI

577a 4306 1202 I T60 Zeroise the PAN numbers on the
feed from Horizon to the MI
system.

571 4307 T40 Enhancement of APOP report
generating functionality to support
Accounting/Audit requirements

576 4308 T40 Amendment to Travellers Cheque
Sales Daily Report

580 4312 T30 XI changes associated with T30
CP 4261 and 4270

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cT
Number

FS CP
number

CCN
number

Release

Description

New this
issue

587

4329

T40

Update to Existing FRTS Travel
Card receipt Template

590

4333

T40

Update to existing PostShop
Receipt Template

599

4350

T40

Update to Existing Environment
Agency Receipt Template

4357

1211

HNGx

HNG-X CP0003 - Provide
Exchange rates for USD and Euro
as a parameter into AP-ADC for
HNG-X

4358

1211

HNGx

HNG-X CP0004 - Introduction of
‘NoHome' version of ADC
Datatypes for HNG-X

4359

1211

HNGx

HNG-X CP0005 - Transfer of Cash
and Stock between Branches for
HNG-X

4360

1211

HNGx

HNG-X CP0006 - MoneyGram -
Use of commas within currency
fields for HNG-X

4361

1211

HNGx

HNG-X CP0007 - PIN Change for
LINK - Solution Build & Test and
Implementation for HNG-X

4362

1211

HNGx

HNG-X CP0008 - APOP Service
Introduction - PayOut for HNG-X

4363

1211

HNGx

HNG-X CP0009 - MoneyGram -
ISDN backup connectivity for
HNG-X

518

4364

1211

HNGx

HNG-X CP0010 - Introduction of
MoneyGram to HNG-X

4382

1214

HNGx

HNG-X CP0016 - Multiple Session
Processing - Costing

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cT
Number

FS CP
number

CCN
number

Release

Description

New this
issue

4405

1219

HNGx

HNG-X CP0022 - Migration of
PHU1.5 Portable Counter to HNG-
x

4415

1217

HNGx

HNG-X CP0025 - Provision of
Postal Services Reference Data
(Selectica)

433

4426

HNGx

HNG-X CP0028 - WAN network for
HNG-X

4428

1226

HNGx

HNG-X CP0029 - Introduction of a
Remuneration Report for HNG-X

4429

1226

HNGx

HNG-X CP0030 - Various smart
post changes for HNG-X

4430

1226

HNGx

HNG-X CP0031 - Migration of
Telecoms Service to HNG - X

4431

1226

HNGx

HNG-X CP0032 - Migration of
Automated Stock Ordering to
HNG-X

4432

1226

HNGx

HNG-X CP0033 - Track and Trace
messaging via AP-ADC for HNG-X

4459

1226

HNGx

HNG-X CP0036 - Obscure
‘personal’ data in the AP Client File
Audit Copy of Telecoms Service
Registration File

4469

1226

HNGx

HNG-X CP0040 - Extend Riposte
Archiving Period for HNG-X

4478

1216

HNGx

HNG-X CP0045: Forwarding
APADC data to POLMI system
from HNGX (without Filtering)

4482

1228

HNGx

HNG-X CP0047 - HNG-X migration
of Horizon to EDG2 interface for
Girobank (A&L) AP transaction
files

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Number

FS CP
number

CCN
number

Release

Description

New this
issue

4501

1228

HNGx

HNG-X CP0061 - Automated Stock
Ordering - APOP Schema Change

Y

4508

1228

HNGx

HNG-X CP0065 - Migration of
Kahala GDD Integration smartpost
Service to HNG-X

4527

1233

HNGx

HNG-X CP0080 - Optionally Inhibit
Label Production for Postal
Services - HNG-X

661

4526

1233

T82

Optionally Inhibit Label Production
in smart post

4529

1228

HNGx

HNG-X CP0081 -Support for POL
Automation of MVL reconciliation -
HNG-X

4530

1230

HNGx

HNG-X CP0082 - Refinements to
HNG-X Session Suspend

4558

1232

HNGx

HNG-X CP0103 - Reintroduce the
AP Transaction Report

4575

1228

HNGx

HNG-X CP0118 - Migration of
Horizon Bureau Pre-order Service
to HNG-X

4577

1228

HNGx

HNG-X CP0119 - Migration of
Horizon AP-ADC/APOP Service for
Retail to HNG-X

4645

1231

HNGx

HNG-X CP0174 - Introduction of
File Integrity Monitoring for HNG-X
to Support PCI Compliance
(Updated)

675

4628

HNGx

HNG-X CP0160 - Consultancy -
APOP Future Functionality

685

4685

HNGx

HNG-X CP0207 - Router Cable
Tags

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Number

FS CP
number

CCN
number

Release

Description

New this
issue

4693 1243

HNGx

HNG-X CP0213 Migration of
CAPO Withdrawal Correction
(wDC)

Y

680 4695

HNGx

HNG-X CP0215 - PIN Pad
Replacement Study

4707 1234

HNGx

HNG-X CP0226 - Revised
Approach to POL-FS Migration
(Proof of Concept)

4708 1234

HNGx

HNG-X CP0227 - Revised
Approach to POL-FS Migration

644 4454

Horizon Telecoms Service —
Change the Counter Interpretation
of the Results Provided by the
ADSL Checker

5. Changes post CCN1246

Change

Release

Raised

Description

Status

Comments

CCN1243

HNG-X

01/08/08

Migration of CAPO
Withdrawal Correction to
HNG-X

APPROVED

CT0681

Rel Ind

20/08/08

Produce Study Report on the
Separation of the Managed
Services for the Branch
Infrastructure *

CLOSED

CT0746

HNG-X

17/04/09

Increase Max Branches (Re-
wording of HNG-X
requirement)

APPROVED

completed

cT0719

HNG-X

13/01/09

Capacity Study to Determine
the Impact on HNG-X of an
Increase to the Track & Trace
Contractual Limits

APPROVED

completed

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CT0717 HNG-X 11/02/09 I Postal Services Destination APPROVED completed
Area Rules (MBC001) & PIP
Format Selection (MBC003)

CT0765 HNG-X 01/08/09 I Provision of Test Resources I APPROVED negative cost
to Fujitsu

CT0767 HNG-X 07/08/09 I Amendment to the existing SUBMITTED I completed
VocaLiNK firewall rule
mapping - HNG-X

* Cancelled by Post Office Ltd before work completed.

6. Future changes assessment

This table lists all those unapproved CCNs/CTs that relate to the initial development release
of HNG-X which have been raised by Fujitsu Services or requested by Post Office but have
not yet reached a conclusion. It provides an initial indication of future changes for planning
purposes only. It does not contain any assessment of the commercial implications of the
changes.

Not Yet Approved

1259b I HNG-X 15/05/2009 I Deferral of Auto Fault SUBMITTED
Logging
1260a I Rel Ind 28/04/2009 I Branch Router Price SUBMITTED
Confirmation
TBA I TBA TBA DXI NOT YET
SUBMITTED

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SCHEDULE E

TERMINATION AND THE EXIT PLAN

Version History

Version No. I Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

1.4 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

1.3 05/12/06 Minor corrections by PO

2.0 25/01/07 Baseline copy of 1.3

24 22/05/07 Applying CCN1210a

3.0 09/07/07 Baseline copy of 2.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes as per CCN1294d

9.0 13/01/14 Applying changes as per CCN1349, CCN1322b and CCN1400

10.0 10/09/15 Applying changes as per CCN1409a, CCN1421a, CCN1422
and moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN1423c, CCN1500a, CCN1512c,
CCN1600 and moving all Schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Applying changes as per CCN1601b, CCN1609d, CCN1620c,
CCN1621 and moving all schedules to V12.0

13.0 23-Nov-2020 Applying changes as per CCN1612b, CCN1633a, CCN1637b
and moving all schedules to v13.0

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SCHEDULE E

TERMINATION AND THE EXIT PLAN

1. INTRODUCTION

1.41 This Schedule E covers the principles, responsibilities and payments related to
termination of this Agreement, expiry of an Expiring Service, Partial Termination and
termination of Project HNG-X.

1.2 Termination of this Agreement

1.2.4

1.2.2

For the purpose of this Schedule E, termination of this Agreement includes:

(a) termination of this Agreement before its expiry due to Fujitsu Services’
Default pursuant to Clause 47.2;

(b) termination of this Agreement before its expiry without Fujitsu Services’
Default; and

(c) termination of this Agreement at its expiry.

Both Parties agree that the risk profile during the term of this Agreement should
remain broadly constant and that the hardware and software used to provide the
Services should be upgraded if required to remain within support. The
responsibility for procuring upgrades to hardware and software components
remains with Post Office. As such Post Office shall agree to maintain the risk
profile broadly as at the date of the CCN 1600 and that the hardware and software
used to provide the Services should be upgraded if required to remain within
support via:

(a) arevision and re-planning work with respect to R&R2 project (CT1848) (such
as using Redhat 7 operating system to ensure security to 2022) , which shall be
agreed by the Parties via a further CT document;
(b) a third risk and resilience project (referred to as “Trinity 3”); the precise detail
of which is yet to be agreed upon completion of a technical roadmap, but shall
broadly address the following:

(i) refresh of Brocade SAN switches;

(ii) refresh of 15-30 discrete servers;

(iii) refresh or upgrade of Debit Card connectivity (BT are expected
withdraw kilostream technology in 2018);

(iv) refresh or upgrade of Systems Management EFS servers (for
Horizon Anywhere Gaps proposal);

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(v) DC facilities chillers and security systems; and
(vi) Cisco and additional applications; and
in addition it may address:

(i) Oracle DB/OEL upgrade. The current version goes end of life
December 2020. All the security appliances will need refreshing. McAfee
expires December 2019, Bluecoat 2018

In scoping “Trinity 3” the following assumptions were made:

(i) the full deployment of Horizon Anywhere and the completion of
the Branch Network service migration to a third party by 31st March 2017
and the successful completion of the R&R2 programme (as amended);

(ii) An expiry date on the Agreement of 31st March 2022;

(iii) Blades & Storage (expiry range 2019-2021) — Assumption is
Fujitsu can secure extended support to March 2022. (Final agreement to
be agreed);

(iv) FCN connectivity will be available for the duration;

(v) Windows 2012 & 10 will last until March 2022 (part of current
R&R2 programme);

(vi) Horizon Anywhere Bluecoat appliances —- assumed to last to
2022;

In addition, it is assumed that Fujitsu and Post Office will agree a change to the
current R&R2 programme (CT1848) to retarget RHEL7 - it is currently delivering
RHEL6.

As a consequence of assumption (ii) above, it is agreed that Trinity 3 will need to
be reviewed to include any refresh and upgrade activities required to ensure
hardware and software (including operating systems) used remain in support
through to 31st March 2023 and Post Office will be responsible for procuring (and
paying for) any additional hardware and software (including operating system).;
and

(c) the extension of Test Rigs, as described and defined in CCN 1420a, to 31
March 2022.

Both Post Office and Fujitsu Services shall act reasonably in agreeing the above
projects. In the event that the Parties fail to reach agreement as to the commercial
terms and/or the relevant project is cancelled or the Test Rigs service is
terminated, then to the extent to which the Services are impacted by this failure
and/or termination, such Services shall be delivered by Fujitsu Services on a

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1.4

reasonable endeavours basis and all associated Service Levels shall also
become reasonable endeavours obligations.

1.2.3 Notwithstanding paragraph 1.2.2, both parties acknowledge that they may agree to
an alternative approach (both acting reasonably) to enacting a third R&R project
and as such use the capital investment from the Post Office in other ways. This
shall be subject to the agreement by both Parties and the default position shall
remain (unless otherwise agreed) that where these projects are not contracted or
delivered, the delivery of the affected Service reverts to a reasonable endeavours
basis.

1.2.4 With respect to the Oracle database elements of the Data Centre Operations
Services only, in the event that the Oracle database goes out of Oracle extended
support then the provisions of paragraph 6.1 of Schedule D1 shall apply.

Partial Termination
1.3.1. For the purpose of this Schedule E, Partial Termination includes:

(a) termination by Post Office of one or more Terminable Service(s) in
relation to Market Testing pursuant to Clause 47.10.1 (where paragraph
4.3.3(b)(ii) of Schedule D6 applies); and

(b) termination by Post Office of one or more Terminable Service(s) for
convenience pursuant to Clause 47.10.2;

Termination of Project HNG-X

1.4.1 For the purpose of this Schedule E, termination of Project HNG-X includes:

(a) termination of Project HNG-X due to Fujitsu Services’ Default pursuant to
Clause 47.11.1;

(b) termination of Project HNG-X for convenience pursuant to Clause
47.11.2;

(c) automatic termination of Project HNG-X in accordance with Clause 47.15.

In any of the termination scenarios set out in paragraphs 1.2 and 1.3 (but not in the case
of termination of Project HNG-X as referred to in paragraph 1.4) Post Office may seek to
obtain the delivery of Replacement Services under this Agreement or seek to continue
the Relevant Services after termination, in each case either by performing them itself or
by means of the Next Supplier.

The Parties acknowledge that it is their overall objective in relation to termination of the
Agreement, expiry of an Expiring Service and Partial Termination to procure, so far as is
reasonable and practicable, that there shall be an orderly transfer of responsibilities for
the delivery of the Relevant Services provided under this Agreement or an orderly and
efficient transition from the provision of the Relevant Services to the provision of

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24

2.2

Replacement 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 E is to:
1.7.1. set out certain principles governing Partial Termination;

1.7.2 set out the main steps to be followed on termination of this Agreement, Partial
Termination and/or termination of Project HNG-X;

1.7.3 set out the assistance that Fujitsu Services shall provide to Post Office and/or its
Next Supplier with the intention of helping them (if it is Post Office’s chosen
strategy to do so) put themselves in a position to commence performance of
Replacement Services promptly upon expiry of this Agreement or as soon as
reasonably practicable after completion of any period of notice of termination
given by Post Office to Fujitsu Services; and

1.7.4 set out the Parties’ obligations with respect to the development and maintenance
of the Exit Strategy and the Exit Plans.

Notwithstanding any provisions of this Schedule E to the contrary, if this Agreement is
terminated for Post Office Default under Clause 47.4, Fujitsu Services shall not be obliged
to develop or implement the General Exit Plan or the HNG-X Exit Plan.

PARTIAL TERMINATION

Partial Termination Principles

Post Office shall not be entitled to terminate any Terminable Service under Clause 47.10.1
or 47.10.2 prior to the date or event specified in relation to that Terminable Service in the
column headed “Date or Event from which termination can be effective.” in the table set
out in Annex 1 of this Schedule E.

Following service of a notice duly served under Clause 47.10.1 or 47.10.2, the Parties
shall assess the impact of the relevant Partial Termination upon the rest of this Agreement
in order to agree under the Change Control Procedure (such agreement not to be
unreasonably withheld or delayed) any consequential changes to this Agreement
necessary to deliver the Services continuing after such Partial Termination including,
without limitation, the changes necessary to address:

2.2.1 the relevant indicative impacts listed in the table at Annex 1 to this Schedule E;
2.2.2 relevant dependencies and interfaces with other Operational Services identified

in the CCD (referred to in Schedule B3.1) that describes the Terminable Service
to be terminated;

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2.3

24

2.2.3 the impact on Fujitsu Services’ ability to achieve any Service Level or other
obligations the achievement of which is linked to or dependent upon the
Terminable Service to be terminated;

2.2.4 any dependencies that Post Office shall fulfil or responsibilities that Post Office
shall perform in relation to the impacts referred to in paragraphs 2.2.1, 2.2.2 or
2.2.3;

2.2.5 the transfer pursuant to Clause 48 of ownership of any Project Assets from Fujitsu
Services to Post Office or the Next Supplier, the removal of such assets from the
Infrastructure and any consequent transfer of liability or risk in respect of such
Project Assets;

2.2.6 as contemplated by Clause 43.4, any qualifications and/or exceptions to Clause
43.1 necessary to reflect the transfer of risk and/or control in relation to system
or operational security from Fujitsu Services to Post Office or the Next Supplier
taking into account:

(a) any new security related responsibilities taken on by Post Office pursuant
to paragraph 2.2.4; and

(b) the level of security provided by the Replacement Interfaces; and

2.2.7. the matters referred to in paragraph 2.5.2, if Post Office shall have given a
direction pursuant to paragraph 2.5.

In the case of Partial Termination pursuant to Clause 47.10.1 (where paragraph
4.3.3(b)(ii) of Schedule D6 applies), the objective of paragraph 2.2 shall insofar as it
relates to this Agreement be to give effect to the supply by the winning tenderer to Post
Office of Replacement Services and documenting the technical and operational interfaces
between those Replacement Services and the continuing Services provided by Fujitsu
Services based on the specifications for such interfaces that formed part of the tender
process and were prepared with Fujitsu Services' input and assistance pursuant to
paragraphs 6.4 to 6.6 (inclusive) of Schedule D6.

If and to the extent that the Parties fail to reach agreement under the Change Control
Procedure pursuant to paragraph 2.2 by the date the Terminable Service in question is
terminated:

2.4.1 the Parties shall each use all reasonable endeavours to reach agreement such
that all the matters referred to in paragraph 2.2 are addressed;

2.4.2 with effect from the date of such termination, Fujitsu Services shall perform the
obligations and achieve the Service Levels applicable in relation to all continuing
Services ("Continuing Obligations") to the extent it reasonably can do so, taking
into account those aspects of the performance of that Terminable Service upon
which Fujitsu Services' performance of the Continuing Obligations depends; and

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2.6

2.4.3 to the extent such failure to reach agreement is in relation to the qualifications or
exceptions to Clause 43.1 referred to in paragraph 2.2.6 or security related
responsibilities to be performed by Post Office, with effect from the date of such
termination Post Office shall be responsible for ensuring to the extent that it or a
Next Supplier:

(a) establishes the Replacement Interfaces, that the Replacement Interfaces
are secure; and/or

(b) operates or provides technical or service linkages to the Replacement
Interfaces, that such operation and linkages are performed in a secure
manner,

in each case in accordance with the levels of security and the standards of skill,
care and diligence that would be reasonably expected to be applied in relation to
the relevant Replacement Service taken on by a supplier of IT services using
good industry practice and adopting any enhanced security measures that such
a supplier could reasonably be expected to adopt if such supplier provided an
indemnity to Post Office in the same form as that set out in Clause 43.1 (but
subject to the same limitations or exclusions of liability set out in Clauses 43 and
44) in respect of the provision of that Replacement Service.

Any Disputes in relation to this paragraph 2.4 shall be resolved in accordance with the
Dispute Resolution Procedure.

In the case of Partial Termination pursuant to Clause 47.10.1 (where paragraph
4.3.3(b)(ii) of Schedule D6 applies) the Parties may agree or Post Office may direct that
Fujitsu Services as the provider of the Third Party Management Services shall be
responsible for the management of the provision by the winning tenderer of the
Replacement Services, in which case:

2.5.1. the Charges which shall be paid by Post Office to Fujitsu Services for the
provision of the Third Party Management Services in respect of such
Replacement Services shall be as set out in paragraph 9 of Schedule D1; and

2.5.2 any variations that may be required to the provisions in this Agreement relating to
the Third Party Management Services to give effect to such direction by Post
Office shall be agreed under the Change Control Procedure. In the absence of
such agreement the provisions of the CCD entitled "Third Party Management
Service: Service Description" (SVM/SDM/SD/0021) shall apply.

Interface Costs
Interface Costs incurred following Partial Termination shall be borne as follows:

2.6.1 in the case of Partial Termination under Clause 47.10.1 (Market Testing), where
Replacement Services are provided by Post Office or a third party:

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(b)
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all Interface Establishment Costs reasonably incurred by Fujitsu Services
shall be reimbursed by Post Office to Fujitsu Services; and

where Fujitsu Services manages the provision of those Replacement
Services as part of the Third Party Management Service, all Interface
Operational Costs shall, subject to paragraph 9.3 of Schedule D1, be
borne by Fujitsu Services; and

in the case of Partial Termination under Clause 47.10.2 (Convenience), where
Replacement Services are provided by Post Office or a third party:

(c)

(d)

an amount equal to all Interface Establishment Costs reasonably incurred
by Fujitsu Services, multiplied by 100 and divided by 78, shall be paid by
Post Office to Fujitsu Services; and

where Fujitsu Services manages the provision of those Replacement
Services as part of the Third Party Management Services, all Interface
Operational Costs shall, subject to paragraph 9.3 of Schedule D1, be
borne by Fujitsu Services.

2.7 Any reference in this Schedule E to Fujitsu Services bearing Interface Costs shall be
without prejudice to any right that Fujitsu Services may have under Schedule D1 to charge
the Charges payable by Post Office in connection with the management by Fujitsu
Services of any Replacement Services.

3. ASSET REGISTER, EXIT STRATEGY AND EXIT PLANS

341 The Asset Register, Exit Strategy and Exit Plans shall be developed and maintained in
accordance with this paragraph 3

3.2 Phase One

3.2.1

3.2.2

Between the date of signature of CCN 1200 and 31 March 2007 and again
between 1 April 2007 and three months after the date of commencement of HNG-
X Project Workstream X3 (HNG-X Pilot and Acceptance), Fujitsu Services shall
(which in respect of the Terminable Services individually, shall mean to the extent
reasonably possible) update the list of assets in each of the categories of assets
identified in the CCD entitled “Transfer Asset Register’ (COM/MGT/REP/0001)
(the “Asset Register”) at the level of detail and giving such information in each
case as envisaged by version 5.0 of that CCD and Clause 48.6;

Within six months of the date of signature of CCN 1200:

(a)

(b)

Fujitsu Services shall update the Exit Strategy to include all of the matters
set out in paragraph 3.2.3; and

the Parties shall, in light of the Exit Strategy updated in accordance with
paragraph 3.2.2(a), consider the Exit Plans in Annexes 2 and 3 to this
Schedule and update them to identify at a high level any additional

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activities which the Parties agree are required in relation to termination of
this Agreement, Partial Termination and/or termination of Project HNG-X,
the detail of such activities to be included in the appropriate Exit Plan in
Phase Two.

3.2.3. The Exit Strategy shall:

(a) set out a generic description of all probable post termination scenarios
relevant to this Agreement (each an “Exit Scenario”) including, without
limitation, the following:

(i)

(ii)

(iii)

(iv)

full or partial continuation of services substantially the same as
the Relevant Services by the Next Supplier;

full or partial provision of equivalent services by the Next Supplier
fully or partially utilising the Infrastructure;

full or partial provision of equivalent services by the Next Supplier
utilising an entirely new infrastructure; and

continued provision of the Services by Fujitsu Services following
termination of Project HNG-X;

(b) identify the major factors which are common to all the Exit Scenarios and
those which occur in some only of the Exit Scenarios;

(c) set out the roles and responsibilities of the Parties in the development of
the Exit Plans in Phase Two;

(d) set out in broad and general terms:

(i)

(ii)

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

the sources of such information and how it will be provided.

3.2.4 After the Asset Register has been updated in accordance with paragraph 3.2.1
and the Exit Strategy established in accordance with paragraph 3.2.2, the Parties
shall thereafter jointly review and update the Asset Register and/or the Exit
Strategy once in every twelve months or if the Commercial Leads decide it is
necessary to do so as a result of significant changes to the Services. If the Asset
Register or the Exit Strategy is brought up to date following a change to the
Services, then that document need not be brought up to date for a further twelve
months unless the Commercial Leads decide otherwise.

3.3 Updated Asset Register and Exit Strategy for transition

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3.4

3.4.1

3.4.2

3.4.3

Fujitsu Services shall provide an updated version of the Asset Register to Post
Office by 30" April 2013 which they shall keep up to date throughout the
remainder of the Term in accordance with the terms of the Agreement.

Fujitsu Services shall provide an updated version of the Exit Strategy document
to Post Office by 31st October 2013, such version to take into account Post
Office’s intention to transition to a Towers Model.

For the avoidance of doubt, Fujitsu Services shall not charge Post Office for the
production of the updated versions of the Asset Register and Exit Strategy in
accordance with paragraphs 3.3.1 and 3.3.2 above.

Exit Plans for transition

Fujitsu Services shall, within 2 months of receipt of a request from Post Office,
provide to Post Office part 1 of the Exit Plan (excluding aspects of the Exit Plan
which are dependent on the identity of the Next Supplier) for such Services as
Post Office may specify.

Fujitsu Services shall provide to Post Office part 2 of the Exit Plan (including
aspects of the Exit Plan which are dependent on the identity of the Next Supplier)
following notification to Fujitsu Services by Post Office as to who the Next
Supplier is and the nature of the transition process that Post Office and the Next
Provider requires. Fujitsu Services shall provide part 2 of the Exit Plan within 2
months of receipt of this notification from Post Office provided that, subject to
paragraph 3.4.3 below, such notification is received 2 months or longer after the
date the request for the part one of the Exit Plan was made in accordance with
paragraph 3.4.1 (i.e. the creation of part one of the Exit Plan and part two of the
Exit Plan shall not run concurrently). For the avoidance of doubt, Post Office
shall provide this information on or before the date it gives written notice of
termination of the Terminable Service.

For the avoidance of doubt, Post Office may elect to request only part 2 of the
Exit Plan (without requesting part 1) by notifying Fujitsu Services who the Next
Supplier is and the nature of the transition process that Post Office and the Next
Provider requires. In the event that Post Office requests part 2 of the Exit Plan
only, Fujitsu Services shall provide such Exit Plan in accordance with paragraph
3.4.2 above including all aspects of the Exit Plan which are dependent and which
are not dependent on the identity of the Next Supplier.

Post Office shall not make a request for an Exit Plan for the following Services in
accordance with paragraph 3.4.1 or 3.4.2 above earlier than

(a) for an Expiring Service, 24 months prior to the expiry date of such Expiring

Service;

(b) for a Service other than an Expiring Service, 36 months prior to the expiry
date of such Service;

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(c) for a Terminable Service in the event of termination, within one week after
notice of termination of such Terminable Service; or

(d) for any Service in the event of termination, within one week after notice of
termination of this Agreement.

3.4.5 Following any request for an Exit Plan, Fujitsu Services shall provide reasonable
assistance to Post Office for the purposes of determining the implications at that
time of the Exit Scenarios.

3.4.6 The Parties shall work together in good faith to review and revise (if appropriate)
part one and part two of the Exit Plan to Post Office's reasonable satisfaction
within 2 months of receipt by Fujitsu Services of Post Office’s request for each
Exit Plan.

3.5 Charges for development of Exit Plans

3.5.1 All work performed by Fujitsu Services in writing and reviewing any Exit Plans
associated with any Expiring Service (but excluding the Part 1 Plan for the
Operational Business Change (Branch Change) Service and the Branch Network
Service) shall be performed by Fujitsu Services for no additional charge. For the
avoidance of doubt, this includes Exit Plans prepared after 31S March 2015.

3.5.2 All work performed by Fujitsu Services in writing and reviewing any Exit Plans
associated with any Service including the Branch Network Service but excluding
any other Expiring Service shall be chargeable by Fujitsu Services in accordance
with the Rate Card.

3.6 Each Exit Plan produced by Fujitsu Services shall:

(a) include all of the matters referred to in paragraph 3.8; and

(b) be documented in a CCD which, in respect only of the Relevant Services to which
it relates, shall supersede and replace Annexes 2 and 3 to this Schedule E.

3.7 Fujitsu Services shall ensure that each Exit Plan produced in accordance with paragraphs

3.4.1 and 3.4.2 is kept up-to-date on a general basis and takes account of any significant

changes to this Agreement.

3.8 Each Exit Plan produced in accordance with paragraphs 3.4.1 and 3.4.2 shall cover:

(a) the duties, roles and responsibilities of the Parties;

(b) the practical steps needed to be taken by Fujitsu Services and Post Office;

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the relevant time scales and milestones;

in the case of termination or expiry of the Agreement or termination of a
Terminable Service or expiry of an Expiring Service, each of the matters set out
in Annex 2 to this Schedule E;

in the case of termination of Project HNG-X, each of the matters set out in Annex
3 to this Schedule E; and

in all cases to the extent not covered by the matters referred to in (d) or (e) (as
applicable), each of the matters referred to in paragraph 3.9 which are applicable
to the Exit Strategy.

3.9 Matters for inclusion in the Exit Plan:

(a)

Post Office's procurement exercises (if any) associated with the Proposed Exit
Strategy (if and to the extent that Post Office shall have provided details of such
exercises to Fujitsu Services);

information about all of the matters covered by Clause 48 (at a level adequate to
enable structured planning and transition) including:

(i) transfer and/or return (as appropriate) of the various assets (including
Project Assets) and Property of any member of the Royal Mail Group;

(ii) granting of licences by Fujitsu Services;

(iii) transfer of agreements potentially to be assigned, novated or otherwise
transferred;

(iv) access to such source code as Post Office is entitled to have access
upon termination of the Relevant Services and documentation;

(v) provision of assistance by Fujitsu Services up to the date of termination
of this Agreement, the Terminable Service(s) in question or Project HNG-
X or date of expiry of the Expiring Service(s) (as applicable);

(vi) provision of assistance to the Next Supplier (if any) by Fujitsu Services
after the date of termination of this Agreement or the Terminable Service
in question; and

(vii) the handling of Fujitsu Services employees to whom employment is to be
offered under Clause 48.4.3 and those employees who shall transfer
pursuant to the Transfer of Undertakings (Protection of Employment)
Regulations 2006, including (as a minimum) information on employee
terms of employment in relation to each employee to whom the offer is

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3.14

made and those to whom the Transfer of Undertakings (Protection of
Employment) Regulations 2006 applies;

(c) procedures and arrangements (if any) that are reasonably necessary to
decommission the Infrastructure and/or Relevant Services or elements thereof in
order to effect an orderly transfer on termination or expiry;

(d) run-down of Relevant Services and transition from the Relevant Services to
Replacement Services;

(e) responsibilities in relation to handling any due diligence exercises to be carried
out by potential Next Suppliers, including access to information, the relevant
Infrastructure and Fujitsu Services and Fujitsu Services’ sub-contractor
personnel;

(f) provision of information relating to on-going performance and issues in relation
to the Relevant Services (including performance statistics and details of any
outstanding Incidents); and

(g) in the event of termination of a Terminable Service, the changes to this Agreement
(if any) necessary to enable Fujitsu Services to continue providing the remaining
Services and the identification of any dependencies that will need to be satisfied
by Post Office or the Next Supplier for the continued provision of the remaining
Services, all of which shall be dealt with under the Change Control Procedure.

The Exit Strategy and the Exit Plans shall at all times be developed and revised by
agreement between the Parties under the Change Control Procedure such that they are
consistent with the principles set out in this Schedule E (as it may be amended from time
to time under the Change Control Procedure).

Each Party shall act and negotiate reasonably in agreeing the contents of the Exit
Strategy and the Exit Plans and shall not unreasonably require the exclusion of matters
which the other Party reasonably requests should be included or the inclusion of matters
which the other Party reasonably requests should be excluded.

Any failure to agree the Exit Strategy or a revision to the Exit Plans shall not prejudice the
rights and/or obligations of either Party pursuant to this Schedule.

Fujitsu Services and Post Office will discharge their respective responsibilities and
perform their obligations as set out in this Schedule and, when required by the Exit
Strategy or Exit Plans, in accordance with that document.

To the extent that there is an inconsistency between the terms of the Exit Strategy or Exit

Plans and this Schedule then, unless expressly stated otherwise in this Schedule, the terms of
this Schedule shall prevail.

4.

NEXT SUPPLIERS

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41

42

43

44

Subject to Post Office procuring that each bona fide potential Next Supplier and/or 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 bona fide potential Next
Supplier and/or Next Supplier, Fujitsu Services will:

4.1.1 Provide Post Office with reasonable information and assistance in relation to
Post Office's tender process conducted for the provision of services (i) to
replace the Relevant Services or the performance of the Relevant Services by a
replacement contractor; and/or (ii) in relation to any Tower;

4.1.2 During any tender or due diligence process:
(a) provide bona fide potential Next Suppliers with access to personnel, data
and information (via either a real or virtual data room); and

(b) co-operate with bona fide potential Next Suppliers,

in order to enable Post Office to run a procurement process in compliance with
the Public Contracts Regulations 2006 (in particular without limitation Regulation
4(3) of the Public Contracts Regulations 2006) for all bona fide potential Next
Suppliers (which may include Fujitsu Services).

4.1.3. During any transition, implementation and operational phase by Next
Supplier(s), grant rights of access to relevant assets (including remote access
for IT related assets), premises, subcontractor contracts and third party
contracts.

For the avoidance of doubt, to the extent to which such information provision, support
and/or assistance in accordance with this paragraph 4.1 results in Fujitsu Services
incurring additional costs which it is able to evidence are over and above the Charges
and in particular without limitation are not a second charge for obligations already set out
in the Agreement (including but not limited to keeping documentation up to date) such
costs shall be recoverable from the Post Office.”

Post Office may at any time by notice to Fujitsu Services nominate the Person to be the
Next Supplier. Post Office shall procure that on each occasion it appoints a Next Supplier,
such Next Supplier shall enter into an Agreed Form NDA or any other form of non-
disclosure agreement mutually agreed by Post Office, Fujitsu Services and such Next
Supplier. Fujitsu Services shall not be liable for any breach of this Agreement to the extent
caused by the Next Supplier.

Where Post Office appoints or intends to appoint a Next Supplier, Post Office shall be
responsible for liaising with and ensuring the co-operation of such Next Supplier in all
planning and handover activities in respect of exit transition and where obligations in the
General Exit Plan which fall to Post Office are due to be performed by or with the co-
operation of the Next Supplier, such obligation will be deemed to include an obligation on
the Post Office to procure such performance or co-operation from the Next Supplier.

Where, following Partial Termination, Relevant Services are provided by a Next Supplier
and managed by Fujitsu Services pursuant to the Third Party Management Service, Post

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5.1

5.2

5.3

Office shall procure that all information reasonably required by Fujitsu Services to perform
its obligations in respect of such Third Party Management Service is provided to Fujitsu
Services as soon as reasonably practicable.

OTHER EXIT ASSISTANCE

Fujitsu Services shall use all reasonable endeavours to procure an orderly and efficient
transition from the provision of the Relevant Services to the provision of Replacement
Services (as the case may be) to the Next Supplier and shall co-operate with the Next
Supplier as required in order to fulfil the obligations under this Schedule E.

Where, other than in accordance with paragraph 6 of Schedule D6, the Post Office is
seeking a tender or tenders for a third party contractor to provide a Replacement Service
for any Terminable Service to which Partial Termination applies or where Post Office
intends to provide such Replacement Services itself, Fujitsu Services shall:

5.2.1 to the extent it can reasonably do so in advance of such Replacement Services
being provided, provide to Post Office its best estimate of any Interface
Establishment Costs likely to be incurred by Post Office in connection with such
Replacement Service on the basis that the specification of the Terminable Service
being terminated and the Replacement Service are the same; and

5.2.2 to the extent that any proposed Replacement Service does not meet the
specification of the Terminable Service being terminated, Fujitsu Services shall
as soon as reasonably practicable (in a timescale consistent with the tender
process, if any) advise Post Office of its likely Interface Costs in relation to the
proposed Replacement Service.

Fujitsu Services shall provide reasonable assistance at all times for a period of six years
after the date of Partial Termination or date of termination or expiry of this Agreement, as
applicable, for the purposes of allowing Post Office to obtain or have access to such
historic records connected with the performance of the Relevant Services as may have
been retained by Fujitsu Services after termination as is necessary to fulfil Post Office’s
obligations to supply information for parliamentary, judicial, or administrative purposes.

5.4 Transfer upon Partial Termination, Termination or expiry of the Services

5.4.1 Fujitsu Services shall provide to Post Office, or its nominated third party, an entire
copy of the service desk calls and transitional audit data held in the operational audit trail
and the commercial audit trail, as defined in the “Audit Trail Functional Specification”
(CR/FSP/006) in the format specified in the agreed Exit Plan or any format which Post
Office reasonably requests. Fujitsu Services shall be entitled to charge for the collation
(including any changes to the format of the data, if any) and provision of this data in
accordance with the Rate Card as an Exit service.

5.4.2 In the event that the Post Office does not elect to purchase all of the Equipment
forming part of the Project Assets in accordance with its right under Clause 48.1, then:

a) following written confirmation by an authorised representative of Post Office
(which Post Office will not unreasonably withheld or delay), Fujitsu Services shall

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6.1

6.2

securely wipe and destroy all data relating to Transactions or Events including the
operational audit trail and commercial audit trail), including the physical
destruction of associated disks and shall provide Post Office with a certificate of
destruction within seven (7) days’ of the date of destruction. Fujitsu Services shall
be entitled to charge for the destruction of such data and associated disks as an
Exit service in accordance with the Rate Card. In the event that such written
confirmation is not received within 60 Working Days of the date of termination or
expiry of the associated Services then Fujitsu shall be entitled to charge for
continuing to hold the data;

b) Fujitsu Services shall redeploy and/or dispose of such Equipment forming part of
the Project Assets in accordance with its legal obligations and shall not charge
Post Office for such redeployment and/or disposal.

5.4.3 Save where varied by implication of paragraphs 5.4.1 and 5.4.2 above, Fujitsu
Services shall fulfil all its obligations relating to retention of data which survive termination
or expiry of the Agreement for example under clause 25.2 relating to Records, under
clauses 25.8 to 25.12 relating to the Court Case Support Services to the extent to which
it still has the data and/or the expertise (assuming the individuals have not transferred to
the Next Supplier). Fujitsu Services will have transferred or destroyed all data relating to
Transactions or Events and as such the provisions of Schedule D5 will not apply to the
extent to which they apply to the audit trail relating to Transactions or Events.

TERMINATION CHARGE

The Termination Charge, Partial Termination Charge and HNG-X Termination Charge are
each intended to represent a good faith recognition of the loss of revenues Fujitsu
Services may reasonably have planned for in establishing the Relevant Services, the
supporting infrastructure and/or Project HNG-X. Such charges shall not be applicable (i)
where the Agreement or Project HNG-X is terminated in accordance with this Agreement
for Default by Fujitsu Services or (ii) in the case of Partial Termination arising in relation
to Market Testing.

Subject to paragraph 6.3, where a Termination Charge, Partial Termination Charge or
HNG-X Termination Charge is payable to Fujitsu Services, such payment shall be equal
toA+B+C where:

6.2.1 A shall be equal to the aggregate of all costs, reasonably incurred,
associated with the termination and, where relevant, transfer of the
Relevant Services, that cannot be reduced, abated, cancelled or applied
elsewhere, subject to Fujitsu Services using reasonable endeavours to
mitigate the same, which may include, but is not limited to, the termination
of its personnel (where such termination occurs prior to and excluding 2
April 2017) and any termination charges payable to suppliers and sub-
contractors and provided that:

a) such costs are demonstrable and Fujitsu Services provides evidence
of such costs as requested by Post Office (acting reasonably);

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b) Post Office shall not be liable to make any payment in respect of such
costs to the extent that such costs are included within any fees already
paid by Post Office to Fujitsu Services in advance of the performance by
Fujitsu Services or to the extent that such costs exceed the amount that
Post Office would have paid under this Agreement had the relevant
termination not been made, and which, without prejudice to the foregoing,
shall include the remaining lease charges (and dilapidations charges)
payable by Fujitsu Services for the Belfast data centres up to and
including 31 March 2023);

6.2.2 Bshall be an allowance for lost profit which:

6.2.3 C shall:

(a)

(b)

(c)

(a)

(b)

in the case of termination of Project HNG-X, shall be an amount equal to
15 percent. of the amount (if any) by which the HNG-X Development
Charges due for payment by Post Office up to the date of termination of
Project HNG-X are less than the Lower Target Price; or

in the case of Partial Termination, shall be the Lost Profit; or
in the case of termination of the Agreement, shall be the aggregate of:

(i) an amount equal to the profit element of the HNG-X Termination
Charge calculated in accordance with paragraph 6.2.2(a), or zero
if such termination of the Agreement occurs after HNG-X Initial
Acceptance or the HNG-X Termination Charge has already been
paid by Post Office; plus

(ii) the Lost Profit;

in the case of (i) Partial Termination or (ii) termination of the Agreement,
after all Migration Charges have become due for payment, be zero;

in the case of termination of the Agreement before all Migration Charges
have become due for payment or in the case of termination of Project
HNG-X be an amount equal to:

(i) the aggregate of all Migration Charges due or which may become
due to be paid by Post Office in accordance with the provisions
of Schedule D7 if the Agreement or Project HNG-X had not been
terminated; minus

(ii) all amounts paid by Post Office in respect of such Migration
Charges and all of Fujitsu Services' costs (and associated
margin) in relation to such Migration Charges that Fujitsu
Services is able to avoid or mitigate (having taken reasonable
steps to do so).

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6.2.4 All costs forming part of the Termination Charge, Partial Termination Charge or
HNG-X Termination Charge shall be determined in accordance with Fujitsu
Services’ standard accounting practice, supported by proper vouchers and
records and verified by Fujitsu Services’ auditors.

6.2.5 For the purposes of this paragraph 6.2:

(a) "Lost Profit" means the present value of the lost profit that would have
been due to Fujitsu Services during the remainder of the term of the
Agreement.

(i) in the case of termination of the Agreement, in relation to all Relevant
Services; or

(ii) in the case of Partial Termination, in relation to the Relevant Service
that has been terminated,

in each case calculated as at the date of termination of the Agreement or
Partial Termination, or as at the date of commencement of the Ramp Down
Period in the event the Relevant Service is subject toa Ramp Down Period,
as the case may be, according to the following formula:

Lost Profit = APo + AP1/(1+r) + AP2/(1+r)? + [series to continue on same
calculation basis until] + APnn/(1+r)"".

Where the Relevant Service being terminated is subject to a Ramp Down
Period, then the profit included within the Charges paid or payable by
Post Office during the Ramp Down Period shall be recognised in the
calculation of the Lost Profit payable by deducting the amount calculated
in accordance with the following from the Lost Profit (as calculated
above):

(10/100) multiplied by the total amount of the Charges paid or
payable by Fujitsu Services for the Relevant Service during the
Ramp Down Period

(b) "nn" means the numbering applied to Financial Years, where in respect
of the Financial Year in which termination occurs or the Ramp Down Period
commences (as the case may be), nn = 0; in respect of the next Financial
Year, nn = 1; for the Financial Year after that nn = 2 and so on for each
successive Financial Year in the period after such termination :

(i) to 31% March 2015 in the event of Partial Termination of the
Expiring Services (excluding the POLSAP Applications Support
Service) , save as set out in paragraph (ii) below; or

(ii) in the event that Post Office elects to extend the Service Desk
Service, Engineering Service, the OBC Branch Service and/or,
CMT Services in accordance with paragraph 10 below, and any
such Service is subject to Partial Termination, to the date on which

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such Service (as extended) would have expired; and

in the event of Partial Termination of the POLSAP Hosting Service
to 31st March 2017; and

for all other Services, to 31 March 2017.”

(c) "“APnn" means annual profit in the Financial Year numbered nn which:

(i)

(i)

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in the case of termination of the Agreement, is the aggregate of:

(1)

(2)

(3)

(4)

as applied to each and aggregated for all Relevant
Services, an amount equal to the Operational Fixed
Charge applicable in respect of each Relevant Service in
that Financial Year multiplied by the Month Number or
OBC Month Number (as applicable) multiplied by 10/100;
plus

an amount equal to 10/100 multiplied by the aggregate of
the "Late Cost to Post Office" (as referred to in paragraph
4.2.3 of Schedule D1) that would have been payable (if
any) pursuant to paragraphs 4.2.3 and 4.2.4 of Schedule
D1 as an increment to the applicable Operational Fixed
Charge and/or Operational Unit Charges between the
date of such termination and 31 March 2015; plus either

in respect of each Financial Year from (and including)
2008/9 to (and including) 20011/2012, the Protected
Margin for that Financial Year; or

in respect of Financial Years 2006/07 and 2007/08 and
all Financial Years after 20011/2012, as applied to each
and aggregated for all Relevant Services, an amount
equal to the Operational Variable Charge in respect of
each Relevant Service in that Financial Year multiplied
by the Applicable Margin; or

in the case of Partial Termination of a Relevant Service, is the
aggregate of:

(1)

(2)

an amount equal to the Operational Fixed Charge
applicable in respect of that Relevant Service in that
Financial Year multiplied by the Month Number multiplied
by 10/100; plus

an amount equal to the Operational Variable Charge in
respect of that Relevant Service in that Financial Year
multiplied by the Applicable Margin;

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(d) "Month Number" means, subject to paragraph 6.2.5 (i) of Schedule E, in
the Financial Year in which termination of the Agreement or Partial
Termination (other than in respect of the Operational Business Change
(Branch Change) Service) occurs, the number of calendar months remaining
in that Financial Year after the date of such termination (which shall be
deemed to include the month in which such termination occurs) or 12 in all
subsequent Financial Years;

(e) “OBC Month Number” means, in the Financial Year in which Partial
Termination of the Operational Business Change (Branch Change) Service
occurs, the number of calendar months remaining (excluding December) in
that Financial Year after the date of such termination (which shall be deemed
to include the month in which such termination occurs, save where that month
is December in which case it shall be deemed to include the January
immediately following) or 11 in all subsequent Financial Years;

(f) “Applicable Margin" means in the case of all Relevant Services
Services save for any Expiring Services which expire on the dates
set out in Clauses 46.4.1 and 46.4.2 (where Termination Charges
and Partial Termination Charges do not apply):

10/100 of the Operational Charges from the Date of Termination to
315' March 2018 where Post Office terminates the Agreement on or
before 31%! March 2017. The “Date of Termination” means
termination of processing of Transactions either directly or indirectly
by the HNG-X System (or any replacement to such system provided
by Fujitsu Services) It is agreed that other Transfer Services, for
example decommissioning of equipment provision of assistance
including to the Next Supplier and provision of documentation, may
be provided after this date by Fujitsu Services. Notwithstanding the
provision of such Transfer Services after the Date of Termination,
the relevant Termination Charge or Partial Termination Charge shall
be calculated by reference to the Date of Termination; and

15/100 of the Operational Charges from the Date of Termination to
318' March 2023 where the Date of Termination is after 31% March
2017,

save that whenever the notice to terminate by Post Office is given to
Fujitsu Services in relation to Expiring Services which do not expire on
the dates set out in Clauses 46.4.1 and 46.4.2, “Applicable Margin” shall
mean 10/100 and

(g) "Operational Variable Charge" means in each Financial Year:

(i) in the case of the Branch Network Service, an amount equal to
the Charges forecast by Fujitsu Services to be payable that
Financial Year by Post Office pursuant to paragraph 2.9.2(b) of
Schedule D1, such forecast being the latest provided by Fujitsu
Services under paragraph 2.10 of Schedule D1; or

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6.3 Where

(ii) in the case of all other Relevant Services, the element of the
Operational Charges payable in respect of that Relevant Service
in that Financial Year calculated using all Operational Unit
Charges and Margin Rates applicable in respect of that Relevant
Service and the relevant volumes in that Financial Year forecast
in the CCD "Horizon Capacity Management and Business
Volumes" (PA/PER/033) (such volumes being adjusted as
necessary So as to be expressed as monthly volumes); and

(h)  "r" means the base rate, expressed as an annual percentage, of Barclays
Bank Plc prevailing on the date on which termination of this Agreement or
Partial Termination (as the case may be) takes place multiplied by 1/100. For
example, if the base rate is 5.1 percent., "r" will be 5.1 x 1/100 = 0.051.

(i) With respect to the CMT Service only, the number of calendar months
remaining after the date of such termination shall be capped at 6 months or (if
lower) the number of months (including the month in which such termination
occurs) remaining to 318' March 2017. For the avoidance of doubt, the total
“Lost Profit " in relation to the CMT service shall be the Operational Fixed
Charge applicable in respect of the CMT Service multiplied by 6 , or (if lower)
the number of months (including the month in which such termination occurs)
remaining to 318 March 2017, multiplied by 10/100.

Termination Charges, Partial Termination Charges or HNG-X Termination

Charges are payable to Fujitsu Services under this Agreement, the sum of the amounts
payable by Post Office to Fujitsu Services calculated pursuant to paragraph 6.2 plus any
payments payable by Post Office under Clause 75.15.6 (having regard to the last
paragraph of Clause 75.15) shall not in aggregate exceed:

(a) £15,000,000 (fifteen million pounds), where Post Office terminates this
Agreement between 1 April 2021 and 31 March 2022 (inclusive); and

(b) I £10,000,000 (ten million pounds), where Post Office terminates this
Agreement between 1 April 2022 and 30 March 2023 (inclusive).

For the avoidance of doubt, the Expiry Licence Fee and Termination Licence Fee are not
part of the Termination Charge and as such are not included in the Termination Charge

Cap.”

7. TRANSFER PAYMENT

7A In the event of termination:

7.14

in circumstances in which a Termination Charge, Partial Termination Charge or
HNG-X Termination Charge is payable, then should Post Office wish to exercise
its option under Clause 48.1, the Transfer Payment shall be £1; and

in all other cases, should Post Office wish to exercise its option under Clause
48.1, the Transfer Payment shall be the greater of £1 or a sum equivalent to such
Charges as are due or which may become due to be paid by Post Office in respect

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of those Project Assets which Post Office is entitled and wishes to acquire, to the
extent that such Charges have not already been paid by Post Office to Fujitsu
Services.

8. ASSOCIATED DOCUMENTS

8.1 The following CCDs are associated with this Schedule E:

Document Reference Document Title

1 SVM/SDMW/SD/0021

Third Party Management Service:
Service Description

2 COM/MGT/REP/0001

Transfer Asset Register

3 PA/PER/033

Horizon Capacity Management and

Business Volumes

4 COM/CUS/STG/0001 HNG-X Exit Strategy

8.2 The following CRDs are associated with this Schedule E:

Document Reference Document Title

NO CRDs APPLICABLE

9. ADDITIONAL EXIT PROVISIONS APPLICABLE TO TRANSITION
9.41 Impact of termination or expiry during transition

9.1.1 From 1st April 2015, it is anticipated that Post Office will initiate a number of
Partial Terminations of Services as it moves to its new procurement model. To
support the transition following these Partial Terminations there may be a
resulting change in the scope and charging for the central support Services
(Service Management Service, Management Information Service, and Security
Management Service). In addition, the Services may be impacted by the
termination or expiry of the Engineering Service, Operational Business Change
Service and CMT Service.

9.1.2 IThe impact of any Partial Termination on the remaining Services shall be
assessed in accordance with the provisions of paragraph 2.2 of Schedule E.

9.1.3 The impact of any expiry of an Expiring Service shall be assessed in
accordance with the provisions of paragraph 2.2 of Schedule E.

9.1.4 As part of any termination or expiry of any Services it is agreed that as part of
impacting the remaining Services the Parties shall review the applicability of the
Call Off Services in Table B in Schedule B3.1.
9.2 Spares Stock
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9.2.1 Post Office shall be responsible for the provision of all spares stock for Expiring
Services (excluding POLSAP Applications Support Service, and Branch Network
Services ) from 1st April 2015 until 23:59 on the 4" October 2016 at 23:59. From
5" October 2016 Post Office shall be responsible for the provision of all spares
stock for Expiring Services (excluding Branch Network Resilience Service and
Branch Network Services). For the avoidance of doubt, all spares stock
procured by or on behalf of Post Office shall form part of the Branch
Infrastructure.

9.2.2 Post Office may request in writing that Fujitsu Services source the spares stock
for Branch Infrastructure on Post Office’s behalf (including spares stock identified
in a Mini Extension Report). In such circumstances and subject to the availability
of such spares, Fujitsu Services shall procure said spares at Post Office’s cost.
Fujitsu Services shall also be entitled to charge for the storage of these spares.
In the event that Post Office extends the Engineering Service, Fujitsu Services
shall not be entitled to charge for those spares that it estimates it will require to
deliver the Services during the period for which the Engineering Service is
extended. Fujitsu Services will continue to be able to charge for the storage of
any other spares procured on behalf of Post Office during such period.

It is noted that at the time of entering into CCN 1400, both parties acknowledge that it is
not possible to predetermine all of the potential impact (including changes to the
relevant cost base) of the removal of the Service Desk Service and the impact of the
removal of other subsequent Terminable Services (whether before or after 31st March
2015) on the remaining Operational Services. To this end, the provisions of paragraph
2 (Partial Termination) of Schedule E (Termination and the Exit Plan) shall apply in
each instances and Fujitsu Services shall be required to impact each expiry and/or
termination and the Charges for the remaining services shall be varied according to any
increase or decrease in the remaining costs incurred by Fujitsu Services in delivery of
the remaining services. Any resultant reduction in Fujitsu Services’ costs shall be
deducted from the relevant Operational Charge but no additional deduction will be
made for the margin originally added to that cost. Any resultant increase in Fujitsu
Services’ costs shall be added to the relevant Operational Charge but this additional
charge shall not form part of the calculation for any future Termination Charge.

MINI EXTENSIONS

In the event that Post Office requires any or all of the Expiring Services (excluding
Credence/MDM Service, the Salesforce Support Service, POLSAP Hosting Service and
POLSAP Applications Support Service) to continue beyond 31st March 2015, then the
following provisions shall apply:

10.1.1 Post Office shall only be able to extend a particular service for fixed 6 month
periods. In the event that Post Office requires an additional period beyond 30th
September 2015 then Post Office must also elect for an additional fixed 6 month
extension period.

10.1.2 In order to extend one of these Expiring Services (excluding POLSAP
Applications Support Services), Post Office shall give a minimum of 6 months’
written notice, i.e. in the first instance, such written notice must be received by
Fujitsu Services prior to 30th September 2014.

10.1.3 For the avoidance of doubt, liquidated damages (where applicable) shall continue
to apply during any mini extension in accordance with clause 18 save in the case
where the Actual Engineering Visits in any month exceeds the related Expected
Engineering Volume by 10%. In such instances, the calculation for liquidated
damages in respect of the Counter Availability SLT shall be based on the average
downtime for each of the hardware components over the previous three months

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(not including the month in question), instead of the actual downtime in the month
for each of those components. This shall be calculated using the reported
downtime for each problem type prefaced “HD” in the Local Failure section of the
SLT report produced in accordance with Annex A to the CCD Branch Network
Service Description (SVM/SDM/SD/001 1).

10.1.3A The Credence/MDM service, the Salesforce Support Service and POLSAP

Hosting Service are not extendable beyond 31% March 2015 in accordance with
the terms above. The POLSAP Applications Support Service is not extendable
beyond 31% March 2016 in accordance with the terms above.

10.1.3B In the event that the Service Desk Service continues beyond 31st March 2015,

there shall be no reduction in contracted for Service Levels during the extended
period.

Mini Extension Reports

10.1.4

10.1.5

10.1.6

10.1.7

10.1.8

10.1.9

From 5" October 2016 Fujitsu Services shall, acting as the informed supplier,
ensure that its personnel inform the Service Management Relationship (as
defined in Schedule A2) as soon as it is aware of any issues that may impact
on the provision of Expiring Services (be it by Fujitsu Services or the Next
Supplier) on a reactive basis. Where such issues are agreed they shall be
formally recorded in the minutes and become Refresh Items. If agreement is
not reached in the Service Management Relationship then the Parties shall
escalate the matter using the Dispute Resolution Procedure.

Additionally, to inform the mini extension request Post Office may elect to
commission via a CT, a report identifying any items of risk that would need to
be addressed in order for the relevant Service(s) to continue to operate during
any Mini Extension in accordance with the Agreement immediately prior to the
extension. This report shall be prepared on a pro-active basis with Fujitsu
Services consulting relevant sub-contractors as necessary. Such report shall be
delivered to Post Office within 3 months of the agreement date of the CT (the
“Mini Extension Report”). The report shall be delivered on a time and
materials basis but the cost of such report shall be capped at £30,000.

Post Office will review the Mini Extension Report and the Parties shall use
reasonable endeavours to agree any changes within 15 Working Days of the
date the Mini Extension Report is delivered to Post Office. If the Parties are
unable to agree the report then the matter shall be escalated via the existing
Dispute Resolution Procedure.

Once agreed, any items identified in the Mini Extension Report shall be deemed
to be Refresh Items.

If matters relating to potential Refresh Items have been referred to the Dispute
Resolution Procedure but not yet resolved and result in a service failure during
any mini extension period, then the potential Refresh Items attributable to the
service failure shall become Refresh Items.

Post Office may at its sole option determine whether to implement all, some, or
none of the Refresh Items set out in the Mini Extension Report and/or Service
Management Relationship minutes and/or Dispute Resolution Procedure
resolutions. For the avoidance of doubt, Post Office may purchase Refresh
Items from any Tower Contractor or any other third party but, as set out in
Schedule B1 (Branch Hardware Implementation) only Fujitsu Services may
implement such Refresh Items into the Services (at Post Office’s additional
cost, where such costs are not recoverable under the Charges) to the extent it
still provides the applicable Service. In the event that Post Office decides to
proceed with some or none of the Refresh Items then Fujitsu Services shall not
be liable for any service failure directly attributable to Post Office not
proceeding with and/or making available the Refresh Items. In the event that
Post Office decides to proceed with some or all of the Refresh Items then, for
the avoidance of doubt, Fujitsu Services’ obligations to provide the Services in

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10A

10A.2

10A.3

10A.4

10B

10B.1

10B.2

10.C

accordance with the Service Levels shall be unaffected to the extent to which
Post Office procures and/or provides the Refresh Items within the agreed
timescales.

10.1.10 Furthermore, if Post Office does not elect to procure the Mini Extension Report
and to the extent that Fujitsu Services has fulfilled its obligations under
paragraph 10.1.4 of this Schedule E, then, should the service be impacted by
the non-availability, refresh or support of hardware and software, or of spares
after 31st March 2015 an appropriate adjustment to service level performance
shall be made in relation to failures directly caused by the lack of availability,
refresh or support of those spares, hardware or software.

SPARES STOCK

Prior to the termination/expiry of any of the Services, Fujitsu Services will notify Post
Office promptly after it becomes aware (or ought reasonably to have become aware), of
any:

10A.2.1 software or hardware used in the performance of the Services; or
10A.2.2 spares stocks for Branch Infrastructure,

which is becoming end-of-life and/or coming out of support in the two years after the
planned expiry of the Service.

From 5" October 2016, Post Office shall be responsible for the provision of all spares
stock from 1* April 2015 required for the provision of Expiring Services. For the
avoidance of doubt, Post Office may request that Fujitsu Services source the spares
stock on Post Office's behalf. In such circumstances and subject to the availability of
such spares, Fujitsu Services shall procure said spares at Post Office’s cost. Fujitsu
Services shall also be entitled to charge for the storage of these spares.

In the event that Post Office extends the Engineering Service, Fujitsu Services shall not
be entitled to charge for those spares that it estimates it will require to deliver the
Services during the period for which the Engineering Service is extended. Fujitsu
Services will continue to be able to charge for the storage of any other spares procured
on behalf of Post Office during such period where such spares are stored by Fujitsu
Services.

RAMP DOWN CHARGES

Once a particular Operational Service, Counter Positions or Branches is/are supported
by a Next Supplier or any other supplier (and not Fujitsu) it/they shall cease to be
“Counter Positions” or “Branches” for such Operational Service.

For the avoidance of doubt, a single Branch or Counter Position may be supported by
Fujitsu in relation to one Operational Service but may be supported by a Next Supplier
in relation to another Operational Service. As illustrated in the example in paragraph
1.9 of Schedule D1, that Branch or Counter Position supported by Fujitsu would be
included in the variable charge calculation for the Operational Service but not the
Branch or Counter Position supported by the Next Supplier.

Both Parties acknowledge that Post Office may request further extensions to the
Expiring Services. Both Parties agree to act reasonably in the event of any such
request and any associated negotiation of terms. In particular, Fujitsu Services agrees
to mitigate its costs of supply and stranded costs with respect to any further extension of
the Expiring Services to the extent that it is reasonably possible to do so having regard
to, amongst other things, the timing of any request relative to the expiry date of the
Expiring Services

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ANNEX 1
Terminable Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
Operational Terminable as Process, resource and toolset
Business an_ individual implications on Data Centre Operations
Change Service 418 April 2021 Service and Service Management
(Branch Service (MAC Team)
Change)
Service
Engineering Terminable as I Signature by both I Process, toolset, SLT and operational
Service an_ individual I Parties of CCN 1200 service threshold implications on Service
Service Desk Service and Operational Business
(Expired as of Change (Branch Change) Service and
31 March on availability SLTs
2015)
Service Desk I Terminable as I October 2006 Impacts on Engineering Service SLTs
Service an_ individual and on process and toolset interfaces to
Service the Systems Management Service,
(Terminated Branch Network Service, Data Centre
as of 2™ July Operations Service, Central Network
2014) Service, Third Line Software Support
Service and Service Management
Service
Branch Terminable as I 1S' July 2017 however I Impacts on Engineering Service,
Network an_ individual I the following provisions I Service Desk SLTs and availability and
Service Service apply: reliability SLTs (amongst others).

a) Partial_Termination
due to Termination of a

Specific Branch Network
Service sub-services

The individual Charges
identified below for the
POMs, BFPO, KDSL
and EE sub-services to
the Branch Network
Services which form part
of the Branch Network
Services Fixed Charges
will cease to be charged
and a corresponding

Process and toolset implications for
Service Desk Service.

Implications on development if a different
technology is used

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Terminable Termination Date or Event from Indicative Impacts
Service category which termination can

be effective

reduction will be applied
to the Branch Network
Services Operational
Charges provided that:

there are no

Branches still actively
utilising the particular
relevant sub-services
(POMS, BFPO and EE
are each a technology
for the purposes of this
CCN); and

Post Office shall
have provided a
minimum of 60 days
notices prior notice to
Fujitsu Services to
terminate the particular
sub-services.

Fixed Charges monthly
reductions:

Post Office Managed
Switch (“POMS”) sub-
service (a reduction of
£14,244.99 per month);

Internet VPN — sub-
service used at British
Forces (“BFPO”) and
Kingston ADSL
(“KDSL") (a reduction
of £7,122.50 per
month); and

EE sub-services (a
reduction of £7,122.50
per month).

b) Eull Termination
of Branch Network
Service and/or CMT
Service

In the event that:

there are no
Branches still actively

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Terminable Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
utilising the Branch
Network Service
and/or the CMT
Service; and
the applicable 3
month notice period
required to terminate
the BNS and/or CMT
Services has expired
(Post Office having
provided a minimum of
3 months prior notice
to Fujitsu Services to
terminate either of
these Services as
applicable);
then the termination of
the Branch Network
Service and/or the
CMT Service shall be
effective prior to 1*
April 2018.
CMT Service I Terminable as I 1st July 2017 Impacts on Branch Network Service and
an_ individual Operational Business Change (Branch
Service Change) Service
Reconciliation I Terminable as I 1% April 2021 Implications on the Third Line Software
Service an_ individual Support Service which provides back-up
Service to the Reconciliation Service on
reconciliation incidents where specialist
technical support is required.
Reference Terminable as I 1S April 2021 Implications on process and toolset for
Data an_ individual Data Centre Operations Service
Management I Service especially.
Service
Third Line I Terminable as I 1% April 2021 Impacts on all SLTs (though only
Software an_ individual minimally on Service Desk Service and
Support Service Engineering Service SLTs)
Service
Process and toolset implications on
Service Desk _ Service, _ Systems

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Terminable Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
Management Service, Data Centre
Operations Service, Application Support
Service (Fourth Line), Reconciliation
Service and Management Information
Service
Data Centre I Service 1 April 2021 Termination of Data Centre Operations
Operations terminable Service and Central Network Service
Service and I jointly (not as impacts on the Reconciliation Service,
Central individual Reference Data Management Service,
Network Services) and "multi-service" SLTs (such as Branch
Service and Counter Position availability),
Banking Transaction times and data file
delivery SLTs. In addition the POLSAP
Hosting Service and Credence/MDM
Service shall be impacted.
Systems Terminable as I 18 April 2021 Termination of Systems Management
Management I an_ individual Service impacts on most SLTs. Process
Service Service and toolset impacts on many other
Services.
Application Terminable as I 1% April 2021 Implications on POA ongoing
Support an individual development capability as links between
Service Service the two are very significant.
(Fourth Line)
Process and toolset implications on Third
Line Software Support Service.
Salesforce Terminable as I 3 months from start of I Service is a standalone Service.
Support an individual I service
Service Service. Note
that the terms
of the Fujitsu
Global Cloud
Platform shall
apply to the
Salesforce
Support
Service
Hosting.

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Terminable Termination Date or Event from Indicative Impacts
Service category which termination can

be effective

(Expired as of
23.59 on 31%
March 2016).

POLSAP Terminable as I 16"" May 2018 Reference Data Management Service,

Hosting an individual Data Centre Operations Service and

Service Service POLSAP Applications Support Service

POLSAP Terminable as I 30" June 2016 Reference Data Management Service,

Applications an_ individual Data Centre Operations Service and

Support Service POLSAP Hosting Service

Service

Credence/MD I Terminable as I Signature of CCN 1400 I Reference Data Management Service

M Service an individual and Data Centre Operations Service.
Service

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ANNEX 2

General Exit Plan

Row I Activity and Respon: Time Scales (Working Days or period from start of implementation of General Exit Plan

No or other specified event)

Notice of termination given for any reason is _I Notice of termination for any reason is more
6 months or less than 6 months, or in the event of expiry of
this Agreement or an Expiring Service

1 Post Office shall appoint a manager responsible for implementing the General Exit Plan. 1 day. 1 day

2 I Atthe request of Post Office, Fujitsu Services shall appoint a manager who shall be 3 days. 5 days
responsible for implementing the General Exit Plan, to include but not be limited to:

‘© participating in the planning and resourcing of transferring responsibility for the provision of
the Relevant Services or equivalent services to the Next Supplier;

‘+ managing Fujitsu Services’ involvement in that process and committing their resources to
it, and managing the timescales concerned; and

‘© organising Fujitsu Services’ management and control for the processes described below.

3 I Atthe request of Post Office, Fujitsu Services shall procure that its sub-contractors used in the I As and when reasonably requested by Post I As and when reasonably requested by Post
provision of the Relevant Services shall meet with Post Office to discuss, in as co-operative I Office after notice of termination given. Office after notice of termination given or in
manner as is reasonably practicable, the ongoing provision of the Relevant Services with a view the event of expiry of this Agreement or an
to achieving the results of the General Exit Plan. Expiring Service

4 Fujitsu Services shall deliver to Post Office for its approval a detailed transition plan to enable I No later than 2 months after receipt of the No later than 2 calendar months after
transition of the Relevant Services to the Replacement Services. Such plan shall include, but I views of Post Office in accordance with receipt of the views of Post Office in
not be limited to a timetable of events, resources, assumptions, dependencies, activities, and I paragraph 3.4.2 of Schedule E. accordance with paragraph 3.4.2 of
responsibilities. Schedule E.

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Row I Activity and Responsibility Time Scales (Working Days or period from start of implementation of General Exit Plan
No or other specified event)

Notice of termination given for any reason is_I Notice of termination for any reason is more

6 months or less than 6 months, or in the event of expiry of

this Agreement or an Expiring Service

5 Fujitsu Services shall deliver to Post Office the most recent versions of all internal documentation I 7 days. 14 days.

available to Fujitsu Services which are used for support of the Relevant Services and relevant
Applications, Business Capabilities and/or Support Facilities.

together with

* alist of all assets eligible for transfer to Post Office in accordance with Clause 48.1 and
the relevant terms of such transfer; and

this Agreement.

6 Fujitsu Services shall make available to Post Office on reasonable notice appropriate expert I No later than 2 months after notice of No later than 2 months after notice of
staff who shall provide to Post Office such explanations to Post Office as are reasonably I termination given. termination given
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 termination of I At least 4 months prior to termination or
this Agreement. expiry of this Agreement or an Expiring
* an inventory of Post Office Data, plus any other related data available for transfer or Service.
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,
In the case of Partial Termination or expiry of an Expiring Service this only applies to the extent
that such Post Office Data relates to the Relevant Service or is reasonably relevant for the
provision of Replacement Services for the Relevant Service
8 Fujitsu Services shall deliver to Post Office an up to date version of the Asset Register Within 1 month from notice of termination of I At least 4 months prior to termination or

expiry of this Agreement or an Expiring
Service.

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Row I Activity and Responsibility Time Scales (Working Days or period from start of implementation of General Exit Plan
No or other specified event)

Notice of termination given for any reason is
6 months or less

Notice of termination for any reason is more
than 6 months, or in the event of expiry of
this Agreement or an Expiring Service

* a list identifying all other assets, other than human resources, skills and know how, that
are ineligible for transfer but which are essential to the delivery of the Relevant Services.
The purpose of each component shall be included in the list

* a training strategy, which details the required courses and their objectives;
‘* training materials (include assessment criteria); and

* a training plan of the required training events.

this Agreement.

9 Post Office to deliver notification to Fujitsu Services of specific data it wishes to be transferred I Within 1 month from date of delivery ofthe I Within 2 months from date of delivery of the
in accordance with the provisions of row 7, and Post Office and Fujitsu Services to enter into I items set out in row 7. items set out in row 7.
good faith discussions to develop a data transfer plan

10 I Post Office to deliver notification to Fujitsu Services of specific assets it wishes to be transferred I As soon as reasonably practicable from date I Within 3 months from date of delivery of the
in accordance with Clause 48.1, and Post Office and Fujitsu Services to enter into good faith I of delivery of the list of all assets eligible for I list of all assets eligible for transfer to Post
discussions to develop a plan for asset transfer. Such plan shall cover both passing of title to I transfer to Post Office referred to in row 8. Office referred to in row 8.
assets and any physical transfer required.

11 _ I Post Office and Fujitsu Services to enter into good faith negotiations to identify and specify any I As soon as reasonably practicable from Within 1 month from delivery of both the list
training requirements related to the transfer of data and/or assets pursuant to rows 9 and 10 I delivery of both the list of assets and of data_I of assets and of data referred to in rows 7
above. Such training shall include, at Post Office's request, technical training in respect of referred to in rows 7 and 8. and 8.
development;
networks;
operations;
configuration and change management;
system administration;
platform management;
and security.

12 _ I Fujitsu Services to produce and Post Office to approve in respect of the Relevant Services: Within 1 month from notice of termination of I At least 3 months prior to termination or

expiry of this Agreement or an Expiring
Service.

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Row I Activity and Responsibility Time Scales (Working Days or period from start of implementation of General Exit Plan
No or other specified event)

Notice of termination given for any reason is I Notice of termination for any reason is more

6 months or less than 6 months, or in the event of expiry of

this Agreement or an Expiring Service

13 _ I Fujitsu Services and Post Office shall co-operate in commencing testing and proving the data I As soon as reasonably practicable after The later of 5 months after the date of notice

transfer and deletion plan in respect of the Relevant Services, such that transfer may be
concluded in accordance with the agreed plan. In the case of termination or expiry of the
Agreement or (in accordance with Post Office's reasonable directions) of a Terminable Service,
once the transfer of Post Office Data to Post Office in accordance with this requirement is
complete, all remaining Post Office Data to which this requirement applies and held by Fujitsu
Services shall either be destroyed in the case of termination and expiry of the Agreement or, in
the case of termination or expiry of a Terminable Service, only destroyed in accordance with
Post Office’s reasonable directions. For the purpose of this requirement, "destroyed" means
physical destruction of the media upon which such data are held or irretrievable deletion of data
from such media (including, without limitation, by reformatting those media).

agreement of the data transfer plan referred
to in row 9,

of termination and 3 months after agreement
of the data transfer plan referred to in row 9.

available format to Post Office and make the same available at Post Office's request to the Next
Supplier

testing mentioned in row 13.

14 I Atthe request of Post Office, Fujitsu Services shall Throughout the period between Throughout the Exit Term
commencement of implementation of the
‘+ in the case of properties owned or controlled by Fujitsu Services, permit Post Office and I General Exit Plan and completion of
its appointad agents; and transition to the Next Supplier ("Exit Term’).
* in the case of properties not owned or controlled by Fujitsu Services, use reasonable
endeavours to arrange,
reasonable access to such properties used by Fujitsu Services to provide the Relevant Services.
15 At the request of Post Office, Fujitsu Services shall provide all reasonable assistance and allow I Throughout the Exit Term. Throughout the Exit Term.
for the decommissioning and transfer of the relevant assets listed in the Asset Register (as
updated in accordance with the provisions of row 8) and those notified by Post Office in
accordance with the provisions of row 10 that are located on Fujitsu Services’ premises
(including premises leased or licensed by Fujitsu Services) in accordance with Post Office's
reasonable instructions to Post Office's specified location in the UK (or the location of any Next
Supplier), including but not limited to physical access to such assets.
146 I Fujitsu Services shall transfer data in an agreed electronic format (where possible) or such other I On satisfactory completion of the relevant On satisfactory completion of the relevant

testing mentioned in row 13

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Row I Activity and Responsibility Time Scales (Working Days or period from start of implementation of General Exit Plan
No or other specified event)

Notice of termination given for any reason is_I Notice of termination for any reason is more

6 months or less than 6 months, or in the event of expiry of

this Agreement or an Expiring Service

17 _ I Fujitsu Services shall Following a reasonable interval following Following a reasonable interval following

* 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
Relevant Services which are licensed for use by Post Office pursuant to this Agreement
or in which Post Office owns the Intellectual Property Rights; and

* make and deliver up to Post Office printouts of Post Office Data as Post Office may
reasonably require and which Fujitsu Services can reasonably produce in respect of the
Relevant Services.

termination of this Agreement. Such interval
to be agreed by the Parties during Phase
‘One.

termination of this Agreement or expiry of an
Expiring Service. Such interval to be agreed
by the Parties during Phase One

+ allmanuals and all other materials supplied by Post Office to Fujitsu Services (relating to
the Relevant Services) and subsequently updated in enabling them to service Post,
Office's requirements; and

‘+ alltapes and disks and other equipment and related software supplied to Fujitsu Services
by Post Office during the provision of the Relevant Services,

termination of this Agreement. Such interval
to be agreed by the Parties during Phase
One

18 I Fujitsu Services shall transfer to Post Office the scripts used by the Service Desk, all existing I 1 month before termination of this 2 months before termination of this
work arounds to known problems, its problem management records and its incident I Agreement with an update of such Agreement with an update of such
management records (in each case as relevant to the Relevant Services and relevant I information up to and including the date of I information up to and including the date of
Applications, Business Capabilities and Support Facilities) in a format to be agreed between the I termination of this Agreement to be sent to _I termination of this Agreement to be sent to
Parties. Post Office in the agreed format within one —_I Post Office in the agreed format within one

month of the date of termination of this month of the date of termination of this
Agreement. Agreement
19 I Fujitsu Services shall provide reasonable office accommodation for three Post Office or Next I Throughout the Exit Term Throughout the Exit Term.
Supplier personnel
20 I Fujitsu Services shall destroy or return to Post Office (as directed by Post Office): Following a reasonable interval following Following a reasonable interval following

termination of this Agreement or an Expiring
Service. Such interval to be agreed by the
Parties during Phase One.

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Row I Activity and Responsibility Time Scales (Working Days or period from start of implementation of General Exit Plan
No or other specified event)

Notice of termination given for any reason is
6 months or less

Notice of termination for any reason is more
than 6 months, or in the event of expiry of
this Agreement or an Expiring Service

to the extent such manuals, materials, tapes, disks, equipment and/or software relate to the
Relevant Services and are not required for the provision by Fujitsu Services of any continuing
Services.

conditions of employment of all Fujitsu Services personnel (and those personnel of its relevant
sub-contractors) who are then wholly or mainly employed or engaged in the performance of the
Relevant Services, to the extent such personnel may be subject to the Transfer of Undertakings
(Protection of Employment) Regulations 2006 if such Services were transferred (including, as a
minimum, information on (i) numbers of personnel (employees, contractors and temporary staff),
(ii) salaries and other benefits, bonuses and pensions arrangements, (iii) where readily available
to Fujitsu Services, skills sets and employment grades, (iv) age and length of service profile, (v)
locations of personnel and (vi) such key employee policies as shall be generally known to the
relevant employees and relevant to their terms of employment or reasonable expectations).

For the avoidance of doubt, this provision is without prejudice to any statutory obligations of
Fujitsu Services to provide information on employee liabilities and other employee information
to Post Office in the event of termination or expiry of this Agreement where the Transfer of
Undertakings (Protection of Employment) Regulations 2006 apply.

termination being given.

21 I Post Office shall notify Fujitsu Services of any transition requirements to be provided to Next I Atleast 2 months prior to termination of this I At least 2 months prior to termination or
Supplier after the date of Partial Termination or date of termination of this Agreement, as I Agreement. expiry of this Agreement or an Expiring
applicable. Service.

22 I Fujitsu Services shall transfer to Post Office its relevant configuration management information I At least one month prior to termination of this I At least one month prior to termination or
in a format to be agreed between the Parties. Agreement. expiry of this Agreement or an Expiring

Service.
23 I Fujitsu Services shall provide to Post Office an anonymised list with details of the terms and I As soon as possible following notice of In the case of early termination of this

Agreement or Partial Termination, as soon
as possible following notice of termination
being given.

In the case of expiry of this Agreement or an
Expiring Service, no later than 3 months
prior to the date of expiry.

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ANNEX 3
HNG-X Exit Plan
Row No I Activity and Responsibility Time Scales (Working Days or period from start of

implementation of HNG-X Exit Plan or other specified event)

1. Post Office shall appoint a manager responsible for implementing the HNG-X Exit I One day.
Plan.
2. At the request of Post Office, Fujitsu Services shall appoint a manager who shall I Three days.
be responsible for implementing the HNG-X Exit Plan, to include but not be limited
to organising Fujitsu Services’ management and contro! for the processes
described below.
3. If Project HNG-X is terminated after commencement of HNG-X Project I No later than two months after receipt of the views of Post Office

Workstream X3 (HNG-X Pilot and Acceptance) and before HNG-X Initial
Acceptance Fujitsu Services shall deliver to Post Office for its approval a plan for
the reinstatement of the Horizon Applications in any pilot Branches. Such plan
shall include, but not be limited to a timetable of events, resources, assumptions,
dependencies, activities, and responsibilities.

in accordance with paragraph 3.3.2 of Schedule E.

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Row No

Activity and Responsibility

Time Scales (Working Days or period from start of
implementation of HNG-X Exit Plan or other specified event)

Fujitsu Services shall make available to Post Office on reasonable notice
appropriate expert staff who shall provide to Post Office such explanations to Post
Office as are reasonably necessary to facilitate Post Office's understanding of the
documentation provided by Fujitsu Services in accordance with Clause 27.3.

No later than two months after notice of termination given.

Fujitsu Services shall deliver to Post Office such of the following as were provided
to Fujitsu Services by Post Office or generated by Fujitsu Services, in each case
for the purposes only of Project HNG-X and excluding all Transaction data:

* an inventory of the Post Office Data, plus any other related data available for
transfer or deletion;

¢ — the definition of all data available for transfer or deletion;
* 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.

Within one month of notice of termination of Project HNG-X

Fujitsu Services shall deliver to Post Office an up to date version of the Asset
Register together with:

e a list of all assets eligible for transfer to Post Office pursuant to Clause 48.1
and the relevant terms of such transfer; and

Within one month from notice of termination of Project HNG-X.

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Row No

Activity and Responsibility

Time Scales (Working Days or period from start of
implementation of HNG-X Exit Plan or other specified event)

e alist identifying all other assets, other than human resources, skills and know
how, that were produced or procured by or on behalf of Fujitsu Services for
Project HNG-X that are ineligible for transfer. The purpose of each component
shall be included in the list.

Post Office to deliver notification to Fujitsu Services of specific data it wishes to
be transferred, and Post Office and Fujitsu Services to enter into good faith
discussions to develop a data transfer plan.

Within one month from date of delivery of the items set out in row
5.

Post Office to deliver notification to Fujitsu Services of specific assets it wishes to
be transferred to Post Office pursuant to Clause 48.1, and Post Office and Fujitsu
Services to enter into good faith discussions to develop a plan for asset transfer.
Such plan shall cover both passing of title to assets and any physical transfer
required.

As soon as reasonably practicable from date of delivery of the list
of all assets eligible for transfer to Post Office referred to in row
6.

Fujitsu Services and Post Office shall co-operate in commencing testing and
proving the data transfer and deletion plan, such that transfer may be concluded
in accordance with the agreed plan. Once the transfer of Post Office Data to Post
Office in accordance with this requirement is complete, all remaining Post Office
Data to which this requirement applies held by Fujitsu Services shall be destroyed.
For the purpose of this requirement, "destroyed" means physical destruction of
the media upon which such data are held or irretrievable deletion of data from
such media (including, without limitation, by reformatting those media).

As soon as reasonably practicable after agreement of the data
transfer plan referred to in row 8.

Schedule E Annex 3 version 12.0
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Row No

Activity and Responsibility

Time Scales (Working Days or period from start of
implementation of HNG-X Exit Plan or other specified event)

10. Fujitsu Services shall transfer data in the format (electronic or otherwise) in which I On satisfactory completion of the relevant testing mentioned in
it exists at the time it becomes eligible for transfer. row 9.
11 Fujitsu Services shall destroy or return to Post Office (as directed by Post Office): I Following a reasonable interval following termination of Project
HNG-X. Such interval to be agreed by the Parties during Phase
e all manuals and all other materials supplied by Post Office to Fujitsu Services I One.
(relating to Project HNG-X only) and subsequently updated in enabling them
to service Post Office’s requirements; and
e all tapes and disks and other equipment and related software supplied to
Fujitsu Services by Post Office during the development of Project HNG-X for
the purposes of Project HNG-X only.
12 Fujitsu Services shall transfer to Post Office its configuration management

information, to the extent it relates to Project HNG-X, in a format to be agreed
between the Parties.

At least one month prior to termination of Project HNG-X.

Schedule E Annex 3 version 12.0
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SCHEDULE F

Key Objectives of the Towers Model, Fujitsu Services Collaboration Requirements and
Responsibilities

Version History

Version No. Date Comments

1.0 13/01/14 Agreed version as at date of signature of CCN 1400

10.0 10/09/15, Moving all Schedules to v10.0 in accordance with CCN1506
11.0 31/03/16 Moving all schedules to V11.0 in accordance with CCN1604
12.0 03/07/17 Moving all schedules to V12.0

13.0 23-Nov-2020 I Moving all Schedules to V13.0

Schedule F Version 13.0
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SCHEDULE F

Key Objectives of the Towers Model, Fujitsu Services Collaboration Requirements and
Responsibilities

In the event of any conflict between this Schedule F and the Agreement, the provisions of the
Agreement (including any Service Descriptions) shall prevail.

1. KEY OBJECTIVES OF THE TOWERS MODEL

Fujitsu Services acknowledges that the key objectives of Post Office’s Towers Model are set out
at paragraphs 1.1 to 1.9 below and that it shall facilitate and not negatively impede those key
objectives where relevant. For the avoidance of doubt, Fujitsu Services is not, for the purposes
of this Agreement a Tower Contractor.

1.4 Each Tower Contractor understands the need to form and conduct collaborative
partnerships with any and all other Tower Contractors in accordance with Good Industry
Practice.

1.2 The relationships between all Tower Contractors support and deliver effective, efficient,
fit for purpose, stable and operable services to Post Office to the agreed levels and quality of
service for those services.

1.3 The governance frameworks and delivery organisations applicable to all services
delivered to Post Office are proactive and supportive, taking a collaborative approach to
knowledge and skills sharing, benefiting Post Office and the Tower Contractors.

1.4 Each Tower Contractor delivers services using an integrated (through strong interfaces),
innovative and strategic approach in accordance with Good Industry Practice. Such approach
carried out by each Tower Contractor shall include (but not be limited to) the use of appropriate
and cost effective tools, properly skilled and experienced staff, and continuous improvement
strategies.

1.5 Each Tower Contractor is focussed on maintaining, delivering and improving user
support, user experience, and customer satisfaction in relation to any and all services. Each
Tower Contractor acknowledges that the maintenance, delivery and improvement of such
factors or items are critical to the effectiveness of any and all services provided to Post Office.

1.6 Each Tower Contractor, and relevant functions of Post Office, works collaboratively
together in relation to the provision of the services, and receipt of those services by Post Office.

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1.7 Each Tower Contractor shall work with Post Office (and other Tower Contractors, as
appropriate) to enable and further improve proper and robust assurance regimes in relation to
the delivery of services by Tower Contractors in accordance with agreed service requirements
and service levels for those services.

1.8 Where a Tower Contractor's activities in relation to the provision of any services have a
significant bearing on the activities of any other Tower Contractors or any potential providers of
services, that Tower Contractor shall act in good faith and in the best interests of Post Office,
and shall act in an unbiased manner in relation to any other such Tower Contractors or any
potential providers of services.

1.9 Each Tower Contractor shall conduct its activities in relation to any services it provides
in order to support Post Office to achieve benefits including, but not limited to, the following:

(a) Asustainable run rate reduction in costs throughout the lifetime of each applicable
contract between that Tower Contractor and Post Office;

(b) Enablement of Post Office to deliver on and support Post Office’s strategic plan
(whether relating to Post Office’s ICT or business strategies);

(c) Enhancement of the capability of Post Office IT&C;

(d) Creation of a post-transformation Post Office IT&C organisation that is business
focused, responsive and flexible;

(e) Enhancement of the quality of services provided by Post Office IT&C to its customers or
users;

(fy Provision of a catalyst to transform and consolidate the supply chain from which any
and all services are delivered to Post Office (including the use of new technologies,
standardisation of techniques and methods, e.g. smart shoring); and

(g) The achievement of improvements to services, and the delivery of increased value for
money for Post Office.

2. FUJITSU SERVICES COLLABORATION REQUIREMENTS

Fujitsu Services shall:

24 Work with Post Office and other Tower Contractors to adopt governance processes and
meeting structures to support the delivery and management of the services of the other Tower
Contractors where these interface with the Services including all interfaces to the governance
structures and processes.

2.2 In relation to any governance meetings required or introduced in accordance with this

Agreement, ensure that Post Office and other Tower Contractors (where such are participants)
have access to the artefacts used in support of such governance meetings.

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2.3 Assist Post Office at stakeholder meetings and strategy forums as directed by Post
Office and (including representation or participation at meetings with the National Federation of
Sub-postmasters).

24 Establish and maintain positive, collaborative and effective working relationships with:
a) Post Office’s relevant internal functions; and
b) all other suppliers of IT services to Post Office, including the Tower Contractors,

as reasonably necessary to perform its obligations under this Agreement and to demonstrably
deliver measurable benefits to Post Office.

25 Contribute to a balanced scorecard measurement method to prove positive,
collaborative and effective working relationships.

2.6 Proactively support and contribute to the innovative and continuous improvement of
practices, models and methods for undertaking service management in relation to the Services.

2.7. When reasonably directed by Post Office be engaged and support other Tower
Contractors in the design, delivery, transition, operation and improvement of services provided
by Tower Contractors to Post Office and changes to the Services to facilitate the Towers Model.
In the event that this incurs demonstrable additional cost over and above the current baseline to
fulfil this requirement, Fujitsu Services may raise a change under the Change Control
Procedure.

2.8 As reasonably requested by Post Office, develop and deliver proposals to Post Office
including in relation to: (a) enhancements to existing Services; or (b) new services. Fujitsu
Services shall lead and manage any such requested proposals in accordance with any
timescales or service levels agreed with Post Office. In the event that this incurs demonstrable
additional cost over and above the current baseline to fulfil this requirement, Fujitsu Services
may raise a change under the Change Control Procedure.

2.9 In accordance with the CCD entitled “Management Information Service: Service
Description” (SVM/SDM/SD/0016), as requested by Post Office, deliver assurance reports and
data relating to the provision of the Services to Post Office.

2.10 Comply with its obligations agreed with Post Office and/or Post Office Service Integrator
with respect to the implementation and maintenance of any service remediation plans, with the
aim of promptly resolving or mitigating any service or service level failures (or related risks or
issues). Fujitsu Services must obtain the approval of Post Office before implementing any
material new initiatives or changes.

2.11 Provide reasonable support to Post Office in developing, maintaining, working to or
complying (where reasonable) with any agreements or arrangements that Post Office has or
may enter into with any third parties (including clients) in relation to the Services, including any
service level agreements, memorandum of understandings or similar agreements and
arrangements. In the event that Post Office request such support, it shall be agreed by the
Parties via the Change Control Procedure.

Schedule F Version 13.0

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2.12 Support Post Office in the management and enforcement of processes and procedures
by:

(a) complying with any agreed processes and procedures; and

(b) ensuring that such agreed processes and procedures are set out in OLAs between Fujitsu
Services and any applicable Tower Contractors (if applicable and as agreed as appropriate
following consultation with Post Office).

2.13 Without prejudice to Schedule A2, paragraph 9.7, as directed by Post Office enter into,
comply with and update (to ensure ongoing relevance and accuracy) from time to time individual
OLAs with each Tower Contractor where and to the extent that the services under the Tower
Contractor's agreement interface with the Services.

2.14 Use reasonable endeavours to ensure that all Operating Level Agreements or other
agreements entered into between Fujitsu Services and other Tower Contractors shall include:

(a)  adescription of:

i) the parties;

ii) the purpose, scope, services to be provided;

iii) the required access permissions, tools/equipment, personnel, contacts and
escalation levels; and

iv) review periods and dates;

(b) the manner in which the parties will work together to provide compliance with:

i) standards, regulations and security policies applicable to the delivery of the
Services; and

ii) the agreed requirements and service levels applicable to the Services;

(c) provisions that require in the Tower Model environment, that Tower Contractors
participate in, effective operation of processes and techniques necessary for IT
services/Services (including Service/IT service components) to be managed and provided to
Post Office in a seamless manner and across the Tower Model. Such processes and
techniques shall include:

i) inter-Tower Contractor relationship management processes including escalation
routes;
ii) service management processes;

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ili) inter-Tower Contractor business continuity and disaster recovery support and
crisis management;

iv) tools access and sharing processes including integration, data interchange, the
sharing of Tools and the provision of access to tools owned and deployed by one party
or a Tower Contractor;

v) knowledge sharing processes;
vi) reporting processes;
vii) processes associated with the creation and management of enterprise

architecture and technology roadmaps;
viii) service validation and testing processes; and
ix) project management and delivery processes;

(d) the responsibilities of each party to that OLA or other agreement (including in relation to
timing), and any dependencies on other Tower Contractors, Post Office or third parties, that may
impact or limit those responsibilities;

(e) the procedures to be followed (including escalation or governance procedures) in the
event of a failure or likely failure of one or more parties in meeting the obligations and/or
requirements contained in this Agreement, the relevant OLA, Tower Contractor's agreement with
Post Office, or other relevant agreements. This includes (without limitation) ensuring that all
interdependencies, including the Fujitsu Dependencies, Tower Contractor Responsibilities and
Post Office Obligations, Tower Contractors’ responsibilities, performance or non-performance of
obligations, delays, and matters that may adversely affect the delivery of IT services or the
Services to Post Office are properly managed by Fujitsu Services and other Tower Contractors
as necessary; and

(fy a dispute resolution procedure whereby the parties must attempt to resolve any dispute
between each applicable Tower Contractor.

2.15 Ensure Post Office and the Post Office Service Integrator has reasonable access to the
appropriate Fujitsu Services personnel to continuously develop know-how in support of all
services to be delivered under the Towers Model.

To the extent to which any of the above obligations give rise to a demonstrable increase in costs
or risk to Fujitsu Services over and above the cost of performance of the Services immediately
prior to the creation of the Tower Model environment and/or the introduction of a new Tower
Contractor, Fujitsu Services shall be entitled to recover such additional demonstrable costs (and
any charges for any additional risk assumed by Fujitsu Services) from Post Office, such
demonstrable costs to be agreed by the Change Control Procedure it being acknowledged that
both Parties shall use reasonable endeavours to mitigate such additional demonstrable costs or
risk.

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SCHEDULE G
FUJITSU SUPPORT APPLICATIONS AND SPECIFIED THIRD PARTY SOFTWARE

Version History

Version No. Date Comments

11.0 31/03/16 Schedule added- agreed version as at date of signature
of CCN 1600.

12.0 03/07/2017 Amended as per CCN1609d and moving all

schedules to V12.0

13.0 23-Nov-2020 Moving all Schedules to V13.0

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Annex A

Fujitsu Support Applications

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SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

APT

Dispatch 1 (D1)

Information Direct Code

MSC

Notify Pro

Tfs Extract Downloader 1.9

Triole For Service Helpdesk
RHL_NCO_AUTOFAIL
WIN_ITM_DWHBASE

RHEL5_4_32_64_OS_CONFIG

Schedule G Annex A Version 13.0
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Corporate version control for source code.
Development, SSC

Help Desk used to cordinate engineer visits
to branches and spares that will be required
to complete the repair.

Used by HSD

Produces reports from TfS. Includes feed to
XCC.
Used by SSC, HSD

Managed Service Change, corporate
website change control system.
User by all support teams.

Send IM, SMS or Email alerts.
Used by HSD

Retrieve information from TfS helpdesk.
Used by HSD

Incident/Problem helpdesk used by 1st and
2nd line teams.

Netcool Auto Failover Scripts
IBM Tivoli Monitoring DWH Base

Redhat 5.4 32 and 64 Bit Operating System
Configuration

Fujitsu Development Methodology

Fujitsu Engineering Tool

Fujitsu Tool for Reporting and
managing Incidents

Fujitsu tool for managing Change

Fujitsu Mailing tool

Fujitsu Tool for Incident and Problem
Management

Fujitsu Tool for Incident and Problem
Management

Fujitsu Configuration software

Fujitsu Configuration software

Operating System

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SOFTWARE_DESCRIPTION

Function in laymans terms

RHEL5_8_32_64_OS_CONFIG
SOL_ORACLE10_CONFIG
VDX_SVR_CONFIG
VPX_SVR_CONFIG

DATABASE_VOLUME_RESTORE

HORIZON_VM_BTC1MBOACF01_CONFIG

HORIZON_VM_BTC1MBOACS01

HORIZON_VM_BTC1MWIACF01

HORIZON_VM_BTC3BSYSINV01_CONFIG

HORIZON_VM_BTC3MBOACF01_CONFIG

HORIZON_VM_BTC3MBOACS01_CONFIG

HORIZON_VM_BTC3MBOAGE01_CONFIG

HORIZON_VM_BTC3MBOAGE02_CONFIG

Schedule G Annex A Version 13.0
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Redhat 5.8 32 and 64 Bit Operating System
Configuration

Solaris Oracle 10 Config
VDX Server Configuration
VPX Server Configuration

Database Volume Restore

Horizon Virtual machine BTC1MBOACF01
(Windows 2000) Config

Horizon Virtual Machine Image
BTCMBOACS01

Horizon Virtual Machine Image
BTCMWIACF01

Horizon Virtual Machine BTC3BSYSINVO01
Config

Horizon Virtual Machine BTC3MBOACF01
Config

Horizon Virtual Machine BTC3MBOACS01
Config

Horizon Virtual Machine BTC3MBOAGE01
Config

Horizon Virtual Machine BTC3MBOAGE02
Config

Operating System
Operating System
POA System Configuration
POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

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SOFTWARE_DESCRIPTION

Function in laymans terms

HORIZON_VM_BTC3MBOCOR01_CONFIG

HORIZON_VM_BTC3MBOCORO2_CONFIG

HORIZON_VM_BTC3MBODCA01_CONFIG

HORIZON_VM_BTC3MBONRAO1_CONFIG

HORIZON_VM_BTC3MBOOCM01_CONFIG

HORIZON_VM_BTC3MBOSAS01_CONFIG

HORIZON_VM_BTC3MBOVEX01_CONFIG

HORIZON_VM_BTC3MBOVPNO1_CONFIG

HORIZON_VM_BTC3MWIAGE01_CONFIG

HORIZON_VM_BTC3MWIAGE02_CONFIG

HORIZON_VM_BTC3MWICOR01_CONFIG

HORIZON_VM_BTC3MWICORO2_CONFIG

Schedule G Annex A Version 13.0
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Horizon Virtual Machine BTC3MBOCORO1
Config

Horizon Virtual Machine BTC3MBOCORO2
Config

Horizon Virtual Machine BTC3MBODCA01
Config

Horizon Virtual Machine BTC3MBONRAO1
Config

Horizon Virtual Machine BTC3MBOOCM01
Config

Horizon Virtual Machine BTC3MBOSAS01
Config

Horizon Virtual Machine BTC3MBOVEX01
Config

Horizon Virtual Machine BTC3MBOVPNO1
Config

Horizon Virtual Machine BTC3MWIAGE01
Config

Horizon Virtual Machine BTC3MWIAGE02
Config

Horizon Virtual Machine BTC3MWICORO1
Config

Horizon Virtual Machine BTC3MWICORO2
Config

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

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FUJ00000003
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SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

HORIZON_VM_BTC3PBOBOPSS01_CONFIG

HORIZON_VM_BTC3PBOBVPNO01_CONFIG

HORIZON_VM_BTC3PBODCSSERVO_CONFIG.

HORIZON_VM_BTC3PBOPWYDCS01_CONFIG

HORIZON_VM_BTC3PBOPWYPUB01_CONFIG

HORIZON_VM_BTC3PBOPWYSAS01_CONFIG

HORIZON_VM_BTC3PBRPERFMANO1_CONFIG

HORIZON_VM_BTC3PWIPWYKMS01_CONFIG

HORIZON_VM_BTC3PWIWOPSS01_CONFIG

HORIZON_VM_BTC3WBOVDW01_CONFIG

HORIZON_VM_BTC7_IMAGES_FOR_RVACC_CONFIG

HORIZON_VM_REL_IMAGES_FOR_RVMIG_CONFIG

Schedule G Annex A Version 13.0
Page 5 of 104

Horizon Virtual Machine
BTC3PBOBOPSS01 Config

Horizon Virtual Machine BTC3PBOBVPNO1
Config

Horizon Virtual Machine
BTC3PBODCSSERVO Config

Horizon Virtual Machine
BTC3PBOPWYDCS01 Config

Horizon Virtual Machine
BTC3PBOPWYPUB01 Config

Horizon Virtual Machine
BTC3PBOPWYSAS01 Config

Horizon Virtual Machine
BTC3PBRPERFMANO1 Config

Horizon Virtual Machine
BTC3PWIPWYKMS01 Config

Horizon Virtual Machine
BTC3PWIWOPSS01 Config

Horizon Virtual Machine BTC3WBOVDW01
Config

Horizon VM BTC7 Images for RVACC
Config

Horizon Vitrual Machine BTC7 Images For
RVMig Config

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POINQ0003972F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

VSH_SVR_CONFIG
AGT_AUDIT_REC
AGT_COMMON
AGT_CTRL_LINUX
AGT_CTRL_SOLARIS.

AGT_DC_PREP_APP_WIN
AGT_DCS_AUTH
AGT_DCS_AUTH_INIT
AGT_DCS_H_AUTH

AGT_DCS_H_AUTH_INIT
AGT_DCS_H_MGT
AGT_DCS_MGT
AGT_EFS
AGT_ETS_AUTH
AGT_ETS_AUTH_INIT
AGT_ETS_MGT
AGT_NBS_AL_AUTH
AGT_NBS_CAPO_AUTH

Schedule G Annex A Version 13.0
Page 6 of 104

VSH Server Config
Agent Audit Recovery
Agent Common
Agent Control Linux

Agent Control Solaris

Agent DC Prep App - Windows

DCS Authorisation Agent

DCS initial configuration files

Agent Authorisation Service for HMS

DCS AUTH AGENT HMS initial MID/TID file
installation

Bulk Agents for HVS

DCS Management Agents
Agent EFS

ETS Authorisation Agent
ETS initial configuration files
ETS Management Agents
A&L Authorisation Agent
CAPO Authorisation Agent

POA System Configuration

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003973F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

AGT_NBS_LINK_AUTH
AGT_NBS_LREC_REC
AGT_NBS_VOLTEST
AGT_NRT_AEI
AGT_ORACLE_CONFIG
AGT_PERFORM
AGT_TRACE_COPY
AGT_TT_EDG

AGT_TT_XML_PARSER
AGT_WALLETS

APOP_ADMIN_SERVICE_INSTALL_FOR_RDT

APOP_ADMIN_SERVICE_INSTALLATION
APOP_ASM_STORAGE_BUILD
APOP_DATABASE_BUILD
APOP_EMULATOR
APOP_HNGX_POSTMIGO1_CHANGES
APOP_MIGRATION

Schedule G Annex A Version 13.0
Page 7 of 104

Link Authorisation Agent

REC & LREC Agents

NBS Authorisation Agent V&l Support
AEI Near Real Time Agent

Agent Oracle Configuration

Agent Performance Monitor Libraries
Agent Copy Trace Utility

Track & Trace EDG Agents

XML Parser Open Source Files - Dervied
from Apache

Agent Wallets

APOP Admin Service Install - APOP and
TES config for RDT rigs only

APOP Administration Service Application
(APOP_ADMIN_SERVICE_INSTALLATION)

APOP DB run ASM Storage Build

APOP run Database Build
APOP Emulator

APOP Application HNGX Changes
Import APOP database

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003974F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

APOP_SCHEMA_BUILD
APOP_SOFTWARE_INSTALLATION
APOP_SOFTWARE_INSTALLATION_POSTMIGO1
APP_KEY_RETRIEVAL_API
APS_HNGX_MIG_CHANGES
APS_HNGX_POSTMIG03_CHANGES

APS_HNGX_POSTSPLEX01_CHANGES
APS_MIGRATION

APS_SOFTWARE_INSTALLATION_POSTMIGO1
APS_SOFTWARE_INSTALLATION_POSTMIGO2
APS_SOFTWARE_INSTALLATION_POSTMIGO3
APS_SOFTWARE_INSTALLATION_PREMIG

APS_SYSTEMS_MONITORING
ARC_ARC_MIGRATION
ARC_DCPREP_RIG_TIDY
AUDIT_EXTRACT_CLT

AUDIT_EXTRACT_SVR

Schedule G Annex A Version 13.0
Page 8 of 104

APOP run Schema Build

APOP Application Software Installation
APOP Application Software Installation
Application Key Retrieval API

APS HNGxX Migration Changes

APS HNGX Postmig03 Changes

APS HNG-X Post Plex01 Changes
APS Migration

APS Software Installation Post MIGO1
APS Software Installation Post MIGO2
APS Software Installation Postmig03
APS Software Installation Premigration
APS Systems Monitoring Changes
Audit Server Migration Routines

Audit Server DC Prep Rig Tidy

Audit Extract Client

Audit Extraction and Filtering application
(Server Element)

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003975F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

AUDIT_QUERIES.
AUDIT_SERVER_APP
AUDIT_SERVER_APP_A

AUDIT_SERVER_APP_APLUS

AUDIT_SERVER_APP_DPLUS

AUDIT_SERVER_APP_MIGONLY
AUDIT_SERVER_CONFIG
AUDIT_TEST_TOOLS
BAL_COMMONS_LIBS
BAL_INTERSTAGE_JVM
BAL_JDBC_LIB

BAL_LOG4J_LIB

BAL_SRV_OSR

BAL_SRV_OSR_ROUTING
BAL_VELOCITY_LIB

BF_CONFIG_UPDATE_SCRIPTS

BLADEFRAME_CONFIG_MIG_ONLY

Audit ARQ base-queries

Audit Server Application

Audit Server files for Weekend-A

Audit Server files for Weekend-A-PLUS.

Configuration files for Audit Server post-
weekend D

Audit Server files required for migration
Audit Server Configuration file

Audit Test Tools (Test-only)

Apache Commons Libraries

JRE required for OSR

Oracle JDBC Library

Log4J Library

OSR Project Code Jars

OSR Project Config files
Velocity Library

Bladeframe Config Update Scripts

Migration Only BladeFrame Scripts for DC
Prep

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 9 of 104

POINQ0003976F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

BLADEFRAME_DECOMMISSION
BMX_MONITORING
BPL_APACHE_TOMCAT

BPL_EMDB_BOOT_BSF_SERVLET
BPL_EST_CLIENT
BPL_OOB_TOOLS
BPL_SSH_SERVER

BPL_SSH_SERVER_CONFIG

BPL_TOMCAT_SECURE_CONFIG
BRANCH_RTR_FW_5067

BRANCH_RTR_FW_5079_01_03
BRANCH_RTR_FW_5164

BRDB_ASM_STORAGE_BUILD
BRDB_DAT_SOFTWARE_INSTALLATION

BRDB_DATABASE_BUILD
BRDB_GO_LIVE

BRDB_HNGX_POSTMIGO1_CHANGES.
BRDB_HNGX_POSTMIGO2_CHANGES.

Schedule G Annex A Version 13.0
Page 10 of 104

BLADEFRAME_DECOMMISSION
BMX Monitoring
BPL Apache Tomcat Server

BPL RCF Text Interface Serviet
BPL EST Client

Out Of Band Toolset

BPL BitVise SSH Server

BPL BitVise SSH Server Configurer

Tomcat Security Configuration

Branch Router firmware release vS067

Sarian DR6410 Branch Router

Branch Router firmware release v5164
Branch DB run ASM Storage Build
BRDB DAT Software Installation

Branch DB run Database Build
BRDB Go Live

Branch DB Application HNGX Changes

Branch DB Application HNGX Changes

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003977F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

BRDB_HNGX_POSTMIGO3_CHANGES
BRDB_HNGX_POSTMIG04_CHANGES
BRDB_HNGX_POSTMIGO5_CHANGES.
BRDB_HNGX_POSTMIGO6_CHANGES
BRDB_HNGX_POSTMIGO7_CHANGES.
BRDB_HNGX_POSTMIGO8_CHANGES.

BRDB_MANUAL_UPDATES
BRDB_NFS_SHARE
BRDB_OBJECT_CHECKS
BRDB_SCHEMA_BUILD

BRDB_SET_INSTANCE_FLAGS_MIGONLY

BRDB_SOFTWARE_INSTALLATION

BRDB_SOFTWARE_INSTALLATION_POSTMIGO1
BRDB_SOFTWARE_INSTALLATION_POSTMIGO2
BRDB_SOFTWARE_INSTALLATION_POSTMIGO3
BRDB_SOFTWARE_INSTALLATION_POSTMIGO4

BRDB_SOFTWARE_INSTALLATION_POSTMIGO5,

Branch DB Application HNGX Changes.
Branch DB Application HNGX Changes
Branch DB Application HNGX Changes
Branch DB PostMig06 HNGX Changes
Branch DB PostMig07 HNGX Changes
BDB POSTMIG08 HNGX Changes

Manual Updates to Branch database
Branch DB NFS Share generation
BRDB Object Checks

Branch DB run Schema Build

Set operation instance flags after migration
Branch DB Application Software Installation
Branch DB Application Software Installation
Branch Database Software Install for INT8

Branch DB Application Software Installation
Branch DB Application Software Installation

Branch DB Application Software Installation

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 11 of 104

POINQ0003978F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

BRDB_SOFTWARE_INSTALLATION_POSTMIGO6
BRDB_SOFTWARE_INSTALLATION_POSTMIGO7

BRDB_SOFTWARE_INSTALLATION_POSTMIGO8

BRDB_STBY_INITIALISE_PRIMARY

BRDB_STBY_SOFTWARE_INSTALLATION
BRDB_STREAMS_ACTIVATION
BRDB_STREAMS_CONFIGURATION

BRDB_STREAMS_REFRESH
BRDB_VI_TEST_DATA

BRSS_ASM_STORAGE_BUILD
BRSS_DATABASE_BUILD
BRSS_GO_LIVE

BRSS_MANUAL_UPDATES
BRSS_SCHEMA_BUILD

BRSS_SOFTWARE_INSTALLATION
BRSS_STREAMS_CONFIGURATION

Schedule G Annex A Version 13.0
Page 12 of 104

Branch DB PostMig06 Software Installation
Branch DB PostMig07 Software Installation

BDB POSTMIG08 Software Installation

Branch Standby DB Initialise Primary Stby.
DB Config

Branch Standby DB Application Software
Installation

Branch DB Streams Activation
Branch DB Streams Activation

BRDB Streams Refresh
Utility to load V&l test data

Branch Support DB ASM Storage Build
Branch Support DB Database Build
BRSS Go Live

Manual Updates to Branch Support
database

Branch Support DB Schema Build

Branch Support DB Application Software
Installation

Branch Support Streams Configuration

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003979F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

BRSS_STREAMS_REFRESH
BSEC_PK_CLIENT_KSN_CONFIG
BSEC_PK_CLIENT_SSN_CONFIG
BSEC_PK_CLIENT_WIN_CONFIG
BSEC_PK_SAFENET_64_UNINSTALLER

BSEC_PK_SAFENET_UNINSTALLER
CACTI_CONFIG

CBLADE_ACQUIRE_V1

CBLADE_NTP_CLIENT_CONFIG

CERT_AUTH_CFG_TEST

CISCO_SECURITY_MANAGER_CLIENT_CLEANUP.

CON_DIR_SIM_CONF

CON_DIR_SIM_MAN

CRY_KEYS_KMNGWKSTN_TEST

CRY_KEYS_ROOTCA_PUB_LIVE_LNX

Schedule G Annex A Version 13.0
Page 13 of 104

BRSS Streams Refresh

BSEC PK Client

BSEC PK Client SSN Config

Windows iKey Client

Remove Ikey Driver from the 64bit Platforms
BSEC_PK_SAFENET_UNINSTALLER
CACTI Configuration

cBlade Acquire v1

CBLADE NTP client configuration

Certificate Authority Configuration -Test
Only

Cisco Security Manager Client Cleanup

Connect Direct Simulator Windows Server
Config

Connect:Direct Simulator Manual
Configuration Instructions

Crypto Keys KMNG Workstation (Test Only)

Crypto Keys - LIVE RootCA public certificate
for Linux

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003980F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

CRY_KEYS_ROOTCA_PUB_LIVE_SOL

CRY_KEYS_ROOTCA_PUB_LIVE_WIN

CRY_KEYS_ROOTCA_PUB_TEST

CRY_KEYS_ROOTCA_PUB_TEST_LNX

CRY_KEYS_ROOTCA_PUB_TEST_SOL

CRY_KEYS_SUBCA_PUB_LIVE_LNX

CRY_KEYS_SUBCA_PUB_LIVE_SOL

CRY_KEYS_SUBCA_PUB_LIVE_WIN

CRY_KEYS_SUBCA_PUB_TEST_LNX

CRY_KEYS_SUBCA_PUB_TEST_WIN
CRYPTO_API_MT
CRYPTO_API_NBX
CRYPTO_API_NBX_TEST
CRYPTO_API_UTIL

Schedule G Annex A Version 13.0
Page 14 of 104

Crypto Keys - LIVE RootCA public certificate
for Solaris

Crypto Keys - LIVE RootCA public certificate
for Windows

Crypto keys Root CA Public Test Only

Crypto Keys Root CA Public for Linux (Test
Only)

Crypto Keys Root CA Public for Solaris (Test
Only)

Crypto Keys - LIVE SubCA public certificate
for Linux

Crypto Keys - LIVE SubCA public certificate
for Solaris

Crypto Keys - LIVE SubCA public certificate
for Windows

Crypto keys Sub CA Public Test Only
(Linux)

Crypto keys Sub CA Public Test Only
Crypto API with Multithreading

Crypto API for NBX

Crypto API for NBX - Test Systems Only
Crypto API Utilities

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003981F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

CRYPTO_COMMON
CRYPTO_EXTERNAL_LIBS_LNX

CRYPTO_EXTERNAL_LIBS_WIN
CRYPTO_KEY_SERVICE

CRYPTO_KEYS_CAPU_LIVE
CRYPTO_KEYS_CAPU_LST

CRYPTO_KEYS_CAPU_TEST

CRYPTO_KEYS_NBS_TEST
CRYPTO_KEYSTO_SRVC
CYGWIN_CLEANUP
CYGWIN_CONFIG
CYGWIN_PERMISSIONS
CYGWIN_USERADMIN

DEA_MA_JAVA_CLIENT
DRS_HNGX_MIG_CHANGES
DRS_HNGX_POSTMIGO1_CHANGES

DRS_HNGX_POSTSPLEX01_CHANGES

Schedule G Annex A Version 13.0
Page 15 of 104

Crypto Common

Crypto External Libs for Linux

Crypto External Libs for Windows
Crypto Keystore Service

Crypto Keys CAPU Live

Crypto Keys CAPU for Live System Test

Crypto Keys CAPU Test

Crypto Keys for Stubbed NB Server (Test
Only)

Hydra Crypto Keystore Service
CygwinCleanup

CYGWIN Config

CygwinPermissions

User Administrator Scripts for CYGWIN tool

Merchant Acquirer Report Delivery From
EST

DRS HNGX Migration Changes
DRS HNGX POSTMIGO1 CHANGES.

DRS HNG-xX Post Plex01 Changes

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003982F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

DRS_MIGRATION
DRS_SOFTWARE_INSTALLATION_POSTMIGO1
DRS_SOFTWARE_INSTALLATION_PREMIG
DRS_SYSTEMS_MONITORING

DRS_WORKSTATION_INSTALLATION
DVLA_EMULATOR
DWH_GO_LIVE

DWH_HNGX_MIG_CHANGES
DWH_HNGX_POSTMIGO1_CHANGES
DWH_HNGX_POSTMIGO3_CHANGES
DWH_HNGX_POSTMIG04_CHANGES

DWH_HNGX_POSTMIGO6_CHANGES.
DWH_MIGRATION

DWH_REPOSITORY_MIGRATION
DWH_SOFTWARE_INSTALLATION_POSTMIGO1
DWH_SOFTWARE_INSTALLATION_POSTMIGO2

DWH_SOFTWARE_INSTALLATION_POSTMIGO3

Schedule G Annex A Version 13.0
Page 16 of 104

DRS Migration Implementation

DRS Software Installation Post MIGO1
DRS Software Installation Premigration
DRS Systems Monitoring Changes

DRS Workstation Software Installation
DVLA Emulator
DWH Go Live

DWH HNGxX Migration Changes
DWH HNGxX Post MIGO1 Changes
DWH HNGxX Postmig03 Changes.
DWH HNGx Post MIGO4 Changes

DWH HNGX POSTMIGO6_CHANGES

DWH Migration Implementation

DWH Repository Migration

DWH Software Installation Post MIGO1
DWH Software Installation Post MIGO2

DWH Software Installation Postmig03

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003983F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

DWH_SOFTWARE_INSTALLATION_POSTMIGO4

DWH_SOFTWARE_INSTALLATION_POSTMIGO5

DWH_SOFTWARE_INSTALLATION_POSTMIGO6

DWH_SOFTWARE_INSTALLATION_PREMIG

DWH_SOFTWARE_TEST_ONLY

DXC_BACKUP_SCHEDULES

DXC_BASE

DXC_CLIENT_BUILD
DXC_CLIENT_LINUX
DXC_CLIENT_SOLARIS
DXC_CLIENT_WIN32
DXC_CLIENT_WIN32_CORP
DXC_CLIENT_WIN32_SSN
DXC_CRYPTO_SERVER
DXC_DB_BUILD
DXC_DB_CONF
DXC_HTTPD

DWH Software Installation Post MIGO4

Dwh Software Installation Postmig05

DWH SOFTWARE INSTALLATION
POSTMIGO6 INT12

DWH Software Installation Premigration

DWH Database Application Test Software
Installation

DXC Backup Schedules
DXC Base Software

Utilities for building signing and delivering
DXC Corporate Clients

DXC Linux Client

DXC Solaris Client

DXC Windows 32 bit Client Software
Corporate Windows Client software
SSN Windows Corporate Client for DXC
Server Certificate Management on DXC
Database Build package for DXC
Database configure package for DXC.
Web Server package for DXC

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 17 of 104

POINQ0003984F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

DXC_HTTPD_CONF
DXC_JSCAPE

DXC_JSCAPE_CONF
DXC_JVM
DXC_LUA_LIB

DXC_MOD_PROXY_HTML
DXC_MODSECURITY2

DXC_MTA_LINK
DXC_OPENSSL
DXC_PCRE
DXC_POSTGRES
DXC_PREBUILD
DXC_SAVDI
DXC_SERVER_USERS
DXC_SOP_AV_LINUX

DXC_SSN_CLIENT_INSTALL

DXC_TRANSFER_MANAGEMENT_CLIENT

Schedule G Annex A Version 13.0
Page 18 of 104

Apache Configuration package for DXC
JScape Secure FTP package for DXC.

JScape SFTP Configuration package for
DXxc

Java VM package for DXC.

Lua Libraries package for DXC

Apache Proxy package for DXC.
Apache Firewall package for DXC

Builds linked tables to share between DXC
and SQL Server

OpenSSL package for DXC

Perl Compat RegEx package for DXC
PostgresSQL package for DXC.

Initial pre-install package for DXC
Sophos AV Customisation

DXC Server Users

Sophos AV package for DXC

DXC Server Management Utilities

Management Client for DXC transfer Plan
Maintenance

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003985F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

EF_AUTH_SIM
EF_PF_APACS_SIM
EF_PF_SIM
EMDB_CACHE_AP_NRS
EMDB_CACHE_AP_REMOVE
EPM_RTRBOOT_AP

ESET_SCANNER_SOCKET_DAEMON
EST_APACHE_TOMCAT

EST_EMDB_BOOT_RCF_SERVLET

EST_EMDB_ENDPOINT_WS
EST_EMDB_XSL

EST_JAVA_CLIENT_BPL
EST_JAVA_CLIENT_CAC
EST_JAVA_CLIENT_DNP
EST_JAVA_CLIENT_DNS
EST_JAVA_CLIENT_EPM
EST_JAVA_CLIENT_NMN
EST_JAVA_CLIENT_XSL

DCS APACS30 Authorisation Simulator
APACS Payment File to EMIS Simulator
DCS Payment File to EMIS Simulator
EMDB_CACHE on the NRS platform

EMDB_CACHE_AP Removal package
EPM Branch Router Scripts for TPM

Anti-virus scanner socket daemon using
ESET written in C

EST Apache Tomcat Server
EMDB RCF Text Interface Serviet

EMDB Endpoint Web Service Interface
AutoConfig XSLT releases for EMDB

Java Client for EMDB access from the
HNGxX Boot Platform

EST Java Client for the Cacti Platform
Generic Emdb Client

Generic Emdb Client

Generic Emdb Client

Generic Emdb Client

EST Java Client XSL Upload

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 19 of 104

POINQ0003986F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

EST_MA_JAVA_SERVICE

EST_MA_SCRIPTS

EST_MA_SQL_CONFIG
EST_MS_CAPICOM

EST_MTAS_DB_BUILD_PRE_WKB

EST_MTAS_DB_RESTORE_WKC
EST_PROV_EM_STAGE1
EST_PROV_EM_STAGE2

EST_PROV_EM_STAGE3

EST_RCF_GENERAL_RELEASE
EST_RCF_PILOT

EST_RCF_SQL_UPDATE
EST_SQL_SERVER_CONFIG
EST_SQL_SERVER_SCRIPTS
EST_TOMCAT_SECURE_CONFIG

ETU_FTP_APP

Schedule G Annex A Version 13.0
Page 20 of 104

Estate Management Merchant Acquirer Java
Service

Estate Management Merchant Acquirer
TWS Scripts

Estate Management Merchant Acquirer
Database

Microsoft Capicom
EST_MTAS_DB_BUILD_PRE_WKB
EST_MTAS_DB_RESTORE_WKC
Provision EMDB Stage1

Provision EMDB Stage2

Provision EMDB Stage3

EST RCF General Release

EST RCF template pilot branch setup

Supply EMDB XSLT for Router
Configuration

SQL Server Config
SQL Server Scripting

Tomcat Security Configuration

Electronic Top-Up FTP Application

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003987F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

ETU_FTP_APP_MIG_TEST
ETU_SIMULATOR
FTMS_CORE_APP
FTMS_D1_FTP_CONF
FTMS_D1_REM_CONF

FTMS_D1_REM_MIG_CONF

FTMS_D1_REM_MIG_PREP
FTMS_EDG_LOC_CONF

FTMS_EDG_LOC_D1_MIG_TEST

FTMS_EDG_LOC_MIG_CONF
FTMS_EDG_LOC_MIG_PREP
FTMS_EDG_LOC_MIG_TEST
FTMS_EDG_REM_CONF

FTMS_EDG_REM_MIG_PREP
FTMS_FTP_CONFIG
FTMS_lISFTP_CONFIG
FTMS_PULL_APP

Schedule G Annex A Version 13.0
Page 21 of 104

PLP work instruction to demonstrate e-pay
FTP connectivity

Electronic Top-up Simulator
FTMS Core Application

SRG FTP Configuration

FTMS Configuration for D1 Feed

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

FTMS EDG Local Configuration

Data-Centre Preparation Configuration

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

Data-Centre Preparation Configuration

FTMS EDG Remote Configuration

Data-Centre Preparation Configuration
FTMS FTP Configuration

FTMS IISFTP Configuration

FTMS Pull Application

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003988F
CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

FTMS_PUSH_APP
FTMS_TIP_LOC_CONF

FTMS_TIP_LOC_MIG_CONF
FTMS_TIP_LOC_MIG_PREP
FTMS_TIP_LOC_MIG_TEST
FTMS_TIP_REM_CONF

FTMS_TIP_REM_MIG_PREP
FTS_APP

FTS_APP_MIG_CONF
FTS_APP_MIG_PREP
FTS_APP_MIG_TEST

FTS_INSTALLATION_MANAGER_CONFIG
HNG_BACKUP_CFG

HORIZON_VM_BTC7_IMAGES_FOR_RVACC_CONFIG
HSM_ACCESS_SVC
HSM_SYSTEM_SOFTWARE_CONFIG_DELIVERY
IKEY_WEB_CONFIG

Schedule G Annex A Version 13.0
Page 22 of 104

FTMS Push Application
FTMS TIP Local Configuration

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

Data-Centre Preparation Configuration

FTMS TIP Remote Configuration

Data-Centre Preparation Configuration
FTS Application

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

Data-Centre Preparation Configuration
FTS Installation Manager Configuration
HNG-x Backup Config

Horizon VM BTC7 Images for RVACC.
Config

HSM Access Service

HSM System Software Configuration

Configuration files for IKey web enrolment

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003989F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

IKEY_WEB_CONFIG_TEST
INTEGRATION_POST_BUILD_REBOOT
INTERSTAGE_SRV_DEP_RPMS
INTRUSION_PREVENTION
JAVA6_CLEANUP

JAVA6_JDK_INSTALL
KEY_SERVICE
KM_CLIENT_KH_CON
KM_CLIENT_KH_PUB
KM_CLIENT_MT
KM_COM_FUNCTIONS
KM_DIST_RM_DISP
KMNG_SVR_WALLETS
KMNG_WKSTN_SW

KMNG_WKSTN_WALLETS
KS_CLIENT

KS_CLIENT_JAVA
KS_CLIENT_JAVA_GWS_TEST_STUB

Schedule G Annex A Version 13.0
Page 23 of 104

Configuration files for IKey web enrolment
on test systems

Manual Post Build Reboot instruction
Interstage Server Dependant RPMS
Intrusion Prevention

Remove Sun Java 6

Apply Sun Java 6 development kit
Key Service

KM Client key Handler Confidential
KM Client key Handler Public

KM Client with Multithreading

KM Common Functions

KM Dist Receiver Mon Dispatcher
KMNG Server Oracle Wallets
KMNG Workstation Software
KMNG Workstation Oracle Wallets
Key Service Client for Windows

Key Service Client for Java

KS Client Java GWS Test Stub

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003990F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

KS_CLIENT_JAVA_PROVIDER
KS_CLIENT_JAVA_SOL

KS_CLIENT_JAVA_TEST_STUB
KS_CLIENT_JAVA_WIN
KS_CLIENT_REMOTE
LAYER7_LKS

LFS_HNGX_MIG_CHANGES
LFS_HNGX_POSTMIGO1_CHANGES
LFS_HNGX_POSTMIG03_CHANGES
LFS_HNGX_POSTMIGO5_CHANGES
LFS_HNGX_POSTMIG06_CHANGES

LFS_HNGX_POSTSPLEX01_CHANGES
LFS_MIGRATION

LFS_SOFTWARE_INSTALLATION_POSTMIGO1
LFS_SOFTWARE_INSTALLATION_POSTMIGO2
LFS_SOFTWARE_INSTALLATION_POSTMIGO3

LFS_SOFTWARE_INSTALLATION_POSTMIGO4

Schedule G Annex A Version 13.0
Page 24 of 104

KS Client Java Provider

Java Key Service Client for Solaris

Java Key Service Client Stub (Test only)
Java Key Service Client for Windows
Key Service Remote Client

Layer 7 with Large Key Store

LFS HNGX Migration Changes
LFS HNGX Post MIGO1 Changes.
LFS HNGX Postmig03 Changes
LFS_hngx_postmig05_changes
LFS HNGX POSTMIG06 Changes

LFS HNG-X Post Plex01 Changes
Solaris LFS Migration

LFS Software Installation Post MIGO1
LFS Software Installation Post MIGO2
LFS Software Installation Postmig03

LFS Software Installation Post MIGO4

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003991F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

LFS_SOFTWARE_INSTALLATION_POSTMIGO5
LFS_SOFTWARE_INSTALLATION_POSTMIGO6
LFS_SOFTWARE_INSTALLATION_PREMIG
LFS_SYSTEMS_MONITORING
LINUX_NTP_CLIENT_CONFIG
LINUX_NTP_SERVER_CONFIG
LOCAL_DC_SERVER_PERM_DCM
LOCAL_DC_SERVER_POLICY_SSN
LOCAL_DC_SERVER_POLICY_TWS_AGENT
LOCAL_USER_CLEANUP

LT_BLADEFRAME_CONFIG

MA_FILE_TRANSFER
MAN_PRODUCT_TAGS
MANSENTRY_VPNLW
MANWIN_LCF_DISABLE

MANWIN_NCO_NETINTBASE

MANWIN_NCO_OMNIBASE

Schedule G Annex A Version 13.0
Page 25 of 104

LFS Software Installation Postmig05
LFS Software Installation Post MIGO6
LFS Software Installation Premigration
LFS Systems Monitoring Changes
Linux NTP Client Config

Linux NTP Server Config

Local DC Server Perm DCM

Local DC Server Policy (SSN)

Local DC Server Policy TWS Agent
Local Users Cleanup

LT BladeFrame Config

Merchant Acquirer File Transfer component

v1

MANUAL Product TAGS
Sentry Monitor Code
MANWIN LCF Disable

Netcool Omnibus Connection setup

Netcool Omnibus product

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003992F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

MANWIN_PROBENT
MERCHANT_FTP_APP

MERCHANT_FTP_APP_MIG_CONF

MERCHANT_FTP_APP_MIG_PREP

MERCHANT_FTP_APP_MIG_TEST
METRON_ATHENE_8_6_TRG_SW

METRON_ATHENE_V8_4
MIG_TWS_A_MIGONLY
MIG_TWS_B_MIGONLY
MIG_TWS_D_MIGONLY

MIG_TWS_DCPREP_MIGONLY

MIG_TWS_REL2_MIGONLY
MS_SQL_2005_SVR_CONF_UPD

MS_SQL_SRV_PODG_CONFIG
MSSQL_AUDIT_LOG

MSVS_CONTRAINED_DELEGATION_CONFIG

Schedule G Annex A Version 13.0
Page 26 of 104

NT Probe Code
Merchant FTP Application

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

PLP work instruction to demonstrate
Streamline FTP connectivity

Metron Athene 8.60 Training Software

Metron Athene 8.4 Upgrade

TWS Schedules for POLFS Migration
TWS Migration Schedules Weekend B
TWS Weekend D

TWS Schedule Modifications for DCPREP
(MIG ONLY)

HNG-X Release 2 Migration schedule
amendments

MS SQL 2005 Server Configuration Update

SSC server SQL scripts for PODG database
Audit logging change within MSSQL

MSVS Contrained Delegation Config

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003993F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

NAS_TMF_CONFIG.

NAS_TRF_CONFIG
NB_CRYPTO_API

NBS_ATALLA_KM_TEST
NBS_TUNEABLETRACE
NBX_FI_SIM
NBX_LREC_FGEN
NBXM_MULTIPLEXOR

NETBACKUP_JAVA_ADMIN_CONSOLE_CLEANUP

NPS_ASM_STORAGE_BUILD
NPS_DATABASE_BUILD
NPS_HNGX_CHANGES.

NPS_HNGX_POSTMIGO1_CHANGES

NPS_HNGX_POSTMIGO2_CHANGES
NPS_HNGX_POSTMIGO3_CHANGES

NPS_HNGX_POSTMIGO4_CHANGES

Schedule G Annex A Version 13.0
Page 27 of 104

NAS TMF Configuration

NAS TRF Configuration
Crytpo API for NBX

Network Banking Atalla Key Management -
Test systems

NBS Tuneable Trace
NBX FI Simulator

NBX LREC File Generator
NBXM Multiplexor

Remove Veritas Netbackup Console and
Detritus

NPS ASM Storage Build

NPS Database Build

Network Persistent Store HNGX Changes
NPS Application HNGX Changes

NPS Application HNGX (POSTMIGO2)
Changes

NPS Application HNGX Changes

NPS HNGX POSTMIGO4 CHANGES

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003994F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

NPS_KMNG_DATA_POSTMIGO1
NPS_KMNG_DATA_POSTMIGO2

NPS_KMNG_DATA_POSTMIGO3
NPS_MIGRATION

NPS_PRE_LIVE_PROVING
NPS_SCHEMA_BUILD

NPS_SOFTWARE_INSTALLATION

NPS_SOFTWARE_INSTALLATION_POSTMIGO1

NPS_SOFTWARE_INSTALLATION_POSTMIGO2

NPS_SOFTWARE_INSTALLATION_POSTMIGO3

NPS_SOFTWARE_INSTALLATION_POSTMIGO4

NRS_TACACS_AP
NT_VI_LTEST_TOOL

ODBC_CONNECTIONS_MIS_CLIENT

OPENVIEW_SCRIPTSV2

ORACLE_ASM_CONFIGURATION.

Schedule G Annex A Version 13.0
Page 28 of 104

NPS Key Management Load Data
NPS Key Management load Data

NPS Key Management load Data
Migrate NPS database

NPS Pe-Live proving
NPS Schema Build

NPS Application Software Installation
NPS Application Software Installation

Nps Software Installation Postmig02

NPS SOFTWARE INSTALLATION
POSTMIGO3

NPS SOFTWARE INSTALLATION Post Mig

04

TACACS and Server

NT VI Test Tool

ODBC Connections for MIS Client
Branch monitoring scripts

Oracle ASM Configuration.

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003995F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

ORACLE_CLIENT_10GR2_LNX_CONFIG.
ORACLE_CLUSTERWARE_CHECK

ORACLE_CLUSTERWARE_CONFIG
ORACLE_DB_CHECK

ORACLE_DB_CONFIG_INSTALL

ORACLE_LISTENER_CONFIG
ORACLE_PATCH_CHECK
ORACLE_PATCH_CONFIG

ORACLE_PATCH_UPDATE
OS_CLUSTER
OS_CLUSTER_CHECK

OS_CLUSTER_MANUAL

OS_CLUSTER_RPMS
OSC_RADIATOR_FOR_PBS
OSC_RADIATOR_FOR_PRS

PAN_DR_SCRIPTS
PAN_HASH_API

Schedule G Annex A Version 13.0
Page 29 of 104

Oracle Client 10gR2 for Linux x86
Oracle Clusterware Check

Oracle Clusterware v10.2.0.1 Config

Oracle Database Check
Oracle Database Config Install

Oracle Listener Configuration
Oracle Patch Check
Oracle Patch v10.2.0.3 Config

ORACLE PATCH UPDATE PSU4
Operating System Cluster

Operating System Cluster Check

Manual deliveries for cluster configuration

Oracle Cluster RPMS Code Delivery
OSC Radiator for PBS
OSC Radiator for PRS

Bladeframe DR scripts

Crypto API for Pan Hashing

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003996F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

PATCH_REBOOT_CONFIG
PCI_LCRYPTO_API
PMMC_COM_LIB

PODG_COMMON_CERTS

PODG_COMMON_FRAMEWORK

PODG_EXT_FRAMEWORK

PODG_INT_FRAMEWORK

PODG_INT_SUPPORT_LIBS

PODG_JAVA_6_JRE_CONFIG
PODG_JSCAPE_CONFIG

PODG_NFS_CLIENT_MOUNTS

PODG_OS_SECURITY
PODG_RDT_PLATFORM

POL_SAP_RHL_SYSTEM_REPORT_TOOLS

POMS_AEI_SIM

Schedule G Annex A Version 13.0
Page 30 of 104

Patch Reboot Config
Crypto API for PCI
PMMC Common Library

PODG Common Certificates and loopBack
Route

PODG framework files includes Java
libraries common to DGE and DGI

PODG framework files including Java
libraries exclusive to DGE

PODG framework files including Java
libraries exclusive to DGI

Third party files including Java libraries
exclusive to DGI

Java 6 JRE for Post Office Data Gateway
Framework

JScape server licences for PODG servers

PODG NFS Client mounts

PODG Operating System Security
Hardening

PODG RDT Internal Server Platform

POL SAP - RedHat System Reporting Tools
POMS AEI Simulator

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003997F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

PR_BLADEFRAME_CONFIG
QSSH_RHL_CONFIG

QSSH_SOL_CONFIG
QSUDO_RHL_CONFIG
QSUDO_SOL_CONFIG

QUEST_SAMBA_RHL_CONFIG
QUEST_SAMBASHARE_CONFIG
QUEST_SAMBASHARES.
QVAS_RHL_CONFIG
QVAS_SOL_CONFIG

RA_BLADEFRAME_CONFIG
RAD_AUTH_CODE_NRS

RAD_AUTH_CODE_REMOVE
RADIATOR

RCF_GEN_SPREADSHEET
RDDS_HNGX_MIG_CHANGES.

RDDS_HNGX_POSTMIGO1_CHANGES

Schedule G Annex A Version 13.0
Page 31 of 104

PR BladeFrame Config
Quest SSH RHL Config

Quest SSH Solaris Config
Quest SUDO RHL Config
Quest SUDO Solaris Config

Quest Samba RHL Config
Quest Samba Share Config
Quest Samba Shares
QVAS RHL Config

QVAS Solaris Config

RA BladeFrame Config
RAD_AUTH_CODE on the NRS platform

RAD_AUTH_CODE Removal package
RADIUS / TACACS server

Router Configuration file generator
RDDS HNGxX Migration Changes

RDDS HNGX Post MIGO1 Changes

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003998F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RDDS_HNGX_POSTMIGO2_CHANGES
RDDS_HNGX_POSTMIGO3_CHANGES
RDDS_HNGX_POSTMIG04_CHANGES
RDDS_HNGX_POSTMIGO5_CHANGES
RDDS_HNGX_POSTMIGO6_CHANGES
RDDS_HNGX_POSTMIGO7_CHANGES

RDDS_HNGX_POSTMIGO8_CHANGES
RDDS_MIGRATION

RDDS_SOFTWARE_INSTALLATION_POSTMIGO1
RDDS_SOFTWARE_INSTALLATION_POSTMIGO2
RDDS_SOFTWARE_INSTALLATION_POSTMIGO3
RDDS_SOFTWARE_INSTALLATION_POSTMIGO4
RDDS_SOFTWARE_INSTALLATION_POSTMIGOS
RDDS_SOFTWARE_INSTALLATION_POSTMIGO6
RDDS_SOFTWARE_INSTALLATION_POSTMIGO7
RDDS_SOFTWARE_INSTALLATION_POSTMIGO8
RDDS_SOFTWARE_INSTALLATION_PREMIG

Schedule G Annex A Version 13.0
Page 32 of 104

RDDS HNGxX Post MIGO2 Changes
RDDS HNGxX Postmig03 Changes.
RDDS HNGxX Postmig04 Changes
RDDS HNGxX Postmig05 Changes
RDDS HNGX Postmig06 Changes
RDDS HNGX Postmig07 Changes

RDDS HNGxX postmig08 Changes

RDDS DB Migration Implementation
RDDS Software Installation Post MIGO1
RDDS Software Installation Post MIGO2
RDDS Software Installation Postmig03
RDDS Software Installation Postmig04
RDDS Software Installation Postmig05
RDDS Software Installation Postmig06
RDDS Software Installation Postmig07
RDDS Software Installation Postmig08

RDDS Software Installation Premigration

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0003999F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RDDS_SYSTEMS_MONITORING
RDM_APS_APPS
RDM_RDMC_APPS

RDMC_HNGX_MIG_CHANGES

RDMC_HNGX_POSTMIGO1_CHANGES
RDMC_HNGX_POSTMIGO2_CHANGES
RDMC_HNGX_POSTMIGO3_CHANGES
RDMC_HNGX_POSTMIGO4_CHANGES
RDMC_HNGX_POSTMIGO5_CHANGES
RDMC_HNGX_POSTMIGO6_CHANGES

RDMC_HNGX_POSTMIGO7_CHANGES

RDMC_MIGRATION

RDMC_SOFTWARE_INSTALLATION_POSTMIGO1
RDMC_SOFTWARE_INSTALLATION_POSTMIGO2
RDMC_SOFTWARE_INSTALLATION_POSTMIGO3
RDMC_SOFTWARE_INSTALLATION_POSTMIGO4

RDMC_SOFTWARE_INSTALLATION_POSTMIGOS

Schedule G Annex A Version 13.0
Page 33 of 104

RDDS Systems Monitoring Support
APS Workstation Applications
RDMC Workstation Applications

RDMC DB Schema Mig Change
Implementation

RDMC HNGxX Post Mig01 Changes
RDMC HNGX Postmig02 Changes
RDMC HNGX Postmig03 Changes
RDMC HNGX Postmig04 Changes
RDMC HNGX Postmig05 Changes
RDMC HNGX Postmig06 Changes

RDMC HNGX postmig07 Changes

RDMC DB Migration Implementation
RDMC Software Installation Post MIGO1
RDMC Software Installation Postmig02
RDMC Software Installation Postmig03
RDMC Software Installation Postmig04

RDMC Software Installation Postmig05

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004000F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RDMC_SOFTWARE_INSTALLATION_POSTMIGO6

RDMC_SOFTWARE_INSTALLATION_POSTMIGO7

RDMC_SOFTWARE_INSTALLATION_PREMIG.

RDMC_SYSTEMS_MONITORING
RDT_LOCAL_ACCOUNTS
RDT_SAMBA_CONFIG

RHEL_INTEGRATION_FILES
RHEL_MANUAL_FOUNDATION_BUILD
RHEL4_5_FOUNDATION_UPDATE
RHEL4_5_NIC_BONDING
RHEL4_5_TO_4_8 UPDATE
RHEL4_8_FOUNDATION_UPDATE
RHEL4_8_SAP_CONFIG
RHEL4_8_SECURITY_UPDATE

RHL_AD_JOIN_CONFIG
RHL_BACKUP_SCRIPTS
RHL_BAL_DISK_CONF

Schedule G Annex A Version 13.0
Page 34 of 104

RDMC Software Installation Postmig06

RDMC Software Installation Postmig07

RDMC DB SApplication Software Installation
Premig

RDMC Systems Monitoring Support
RDT Local Accounts

RDT Samba Local Account Configuration
RHEL Integration Files

RHEL Manual Foundation Build

RedHat 4.5 Foundation Update
RHEL4.5 NIC Bonding

RHEL 4.5 to 4.8 Update

RHEL 4.8 Foundation Update

RHEL 4.8 Configuration for SAP

RHEL 4.8 Security Update

RHL Active Directory Join Config
Linux Backup Scripts

BAL Disk Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004001F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_BMX_DISK_CONF
RHL_BSL_PR_EMC_CFG
RHL_BSM_DISK_CONF

RHL_CAC_DISK_CONF
RHL_CLONE_SCRIPTS

RHL_DXC_DISK_CONF
RHL_FTS_APP
RHL_FTS_CD_SCRIPTS

RHL_HBS_DISK_CONF

RHL_HOSTFILE_UPDATE_CONFIG

RHL_INTEGRATION_POST_BUILD

RHL_ITM_APOP_CFG
RHL_ITM_BMX
RHL_ITM_BMX_AGENT

RHL_ITM_BMX_CFG

RHL_ITM_BMXSITUATIONS

RHL BMX Disk Configuration
Production only - EMC.cfg file

RHL BSM Disk Configuration

Redhat CAC Disk Configuration

Linux Clone Management Scripts

RHL DXC Disk Configuration

Red Hat Linux File Transfer Application
Job Control Language for ConnectDirect

HBS disk configuration

Redhat Linux Host File Update
Configuration

Redhat Linux Integration Post Build

IBM Tivoli Monitoring: Web Service Health
Check - APOP Configuration

BMX UA
RHL ITM BMX Stats Agent

IBM Tivoli Monitoring: BMX Monitoring
Configuration

BMX Situations

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 35 of 104

POINQ0004002F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_ITM_BMXSITUATIONS_CFG

RHL_ITM_DISABLESITS

RHL_ITM_DVLA_CFG

RHL_ITM_HISTCOL

RHL_ITM_IWS

RHL_ITM_MGRM_CFG

RHL_ITM_NRSRADIUS_AGENT

RHL_ITM_OLCT_CFG

RHL_ITM_PRSRADIUS_AGENT

RHL_ITM_SITCFG

RHL_ITM_SITCFG_CFG

RHL_ITM_TCOM_CFG

RHL_ITM_TEMS_BMX

Schedule G Annex A Version 13.0
Page 36 of 104

Config instructions for
RHL_ITM_BMXSITUATIONS

Disables ITM 6.x situations

IBM Tivoli Monitoring: Web Service Health
Check - DVLA Configuration

ITM6 Historical Data Collection
Configuration

IBM Tivoli Monitoring: Web Service Health
Check Scripts

IBM Tivoli Monitoring: Web Service Health
Check - MGRM Configuration

NRS RADIUS AUTH Log Monitoring Agent
Client component

IBM Tivoli Monitoring Web Service Health
Check OLCT Configuration

PRS RADIUS AUTH Log Monitoring Agent
Client component

IBM Tivoli Monitoring: Monitoring Situation
Installation

This is a manual ITM configuration update
for EMM platforms.

IBM Tivoli Monitoring: Web Service Health
Check - TCOM Configuration

RHL ITM BMX TEMS Support

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004003F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_ITM_TEMS_CFG

RHL_ITM_TEMS_NETCOOL

RHL_ITM_TEMS_NRSRADIUS

RHL_ITM_TEMS_PRSRADIUS
RHL_ITM_TEMS_TWS

RHL_NCO_AUDITGATE_CFG_AD

RHL_NCO_BIGATE_CFG

RHL_NCO_BIGATE_CFG_AD

RHL_NCO_BRREGHNDLR

RHL_NCO_DISPGATE_CFG
RHL_NCO_OBJSRV_CFG

RHL_NCO_OBJSRV_CFG_AD

RHL_NCO_OBJSRV_EXPORT
RHL_NCO_OBJSVRCRT

Manual configuration of ITM TEMS.

RHL ITM TEMS Support for Netcool agent

NRS RADIUS AUTH Log Monitoring Agent
TEMS component

PRS RADIUS AUTH Log Monitoring Agent
TEMS component

RHL ITM TEMS Support for TWS agent

AUDIT Netcool Oracle Gateway AD
authentication config

Netcool Omnibus Bi-Directional Gateway
Config

Bl-Directional AGG_FAILOVER Netcool
Oracle Gateway AD authentication config

Branch Router Registration Handler

Netcool OMNIbus Uni-Gateway
(Aggregation Layer to Display Layer)

Netcool Objectserver Configuration

IBM Netcool/OMNibus Object Server
Configuration: Active Directory
Authentication

Netcool Omnibus Object Server Export

Netcool Omnibus Object Server Create

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 37 of 104

POINQ0004004F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_NCO_PROBEBMC_CFG
RHL_NCO_PROBEGLF_CFG_DNS
RHL_NCO_PROBEGLF_CFG_NRS

RHL_NCO_PROBEGLF_CFG_PRS

RHL_NCO_PROBEGLF_ORAGATE_CFG

RHL_NCO_PROBESNMP_CFG

RHL_NCO_PROBESYSLOG_CFG

RHL_NCO_PROBESYSLOGNG_CFG

RHL_NCO_PROBESYSLOGSEC

RHL_NCO_PROBESYSLOGSEC_CFG

RHL_NCO_PROBETECAD_CFG

RHL_NCO_RAD_CFG

RHL_NCO_RAD_CFG_GUI

Schedule G Annex A Version 13.0
Page 38 of 104

Redhat Linux NetCoo!l Probebme
Configuration

IBM Netcool Linux GLF Probe DNS config
IBM Netcool Linux GLF Probe Radius config

Netcool GLF Probe Configuration

Tivoli Netcool Omnibus GLF Probe to
monitor Oracle Gateway Logs

Redhat Linux Netcool ProbeSNMP Config

Redhat Linux NetCoo!l Probe Syslog
Configuration

IBM Tivoli Netcool Omnibus Probe Config
for SYS platforms

Security Probe configuration for Red Hat
Servers

IBM Tivoli Netcool OMNIbus Syslog Sec
Probe Config Linux

Red Hat Linux Net Cool Probe Tecad
Configuration

Configuration product for Tivoli Netcool
TBSM (RAD)

Tivoli Business Services Manager GUI
Configuration

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004005F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_NCO_RAD_XML

RHL_NCO_REPGATE_CFG_AD

RHL_NCO_SECMAN_CFG_AD
RHL_NCO_STATS_RESET

RHL_NCO_TBSM_DATASVR_CFG

RHL_NCO_TBSM_OBJSVR
RHL_NCO_TRAWLEVENT

RHL_NCO_UNIGATE_CFG

RHL_NCO_UNIGATE_CFG_AD
RHL_NCO_WEBTOP_CFG

RHL_NRS_DISK_CONF

RHL_OPTDISK_CONFIG

RHL_OPTDISK_CONFIG_DATA

RHL_OPTDISK_CONFIG_DATA_MAN

RHL_OPTDISK_CONFIG_MAN

Schedule G Annex A Version 13.0
Page 39 of 104

Netcool RAD XML

REPORTER Netcool Oracle Gateway AD
authentication config

IBM Netcool Security Manager Configuration
Tivoli Netcool Stats Reset Trigger

Netcool Tivoli Business Service Manager
DataServer Config

Netcool Omnibus Object Server for TBSM

IBM NCO to OMDB Event Forwarding

Netcool Omnibus Uni-Directional Gateway
Config

UNIGATE Netcool Oracle Gateway AD
authentication config

Netcool Webtop Configuration
RHL NRS Disk Configuration

Design Part RHL_OPTDISK_CONFIG.A

Redhat Enterprise Linux 4 Disk
Configuration Data

RHL Optdisk Data Manual Config

RHL OPtdisk Manual Config

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004006F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_ORA_10GCLIENT

RHL_ORA_CLIENT10GFULL_CONFIG
RHL_ORA_QEDH
RHL_ORA_QRA

RHL_OS_UPDATE_INSTALL
RHL_PODG_DISK_CONF

RHL_PRS_DISK_CONF

RHL_SAMBASHARES
RHL_SMG_BACKUP

RHL_SMG_BIRA

RHL_SMG_BIRA_EDS
RHL_SMG_EMDFA

RHL_SMG_INSTSUPPLIB

RHL_SMG_OMDB_DESCHEDULE
RHL_SMG_PAMCONF

Schedule G Annex A Version 13.0
Page 40 of 104

Oracle 10g client application

RedHat Linux Oracle 10 Client Full Version
1.0 Config

Network QoS Data Loader

Network QoS Replication Agent

Redhat generic Operating System Updates
RHL PODG Disk Configuration

RHL PRS Disk Configuration

Redhat Sambashares for Redhat 5
SYSMAN Unix Backup

Branch Information Replication Agent for
Migration Reporting

BIRA EDS agent for OMDB to EDS
Migration

EMDB Migration Data Fetcher Agent

Redhat Enterprise Linux SMG Install
Support Library

Descheduling of old agents for OMDB to.
EDS Migration

Enterprise Management PAM Integration

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004007F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_SMG_PERL_DBDS

RHL_SMG_SCMRA
RHL_SMG_SHOUA
RHL_SMG_STMRA

RHL_SMG_TBSM_PAMCONF
RHL_SMG_TOOLS

RHL_STERLING_COM_CON_DIR

RHL_STERLING_COM_CON_DIR_CONFIG

RHL_STERLING_COM_CON_DIR_INCREMENTS

RHL_STERLING_COM_CON_DIR_SCRIPTS

RHL_SYS_DISK_CONF
RHL_TMF_FWKCONF1
RHL_TMF_FWKCONF2
RHL_TMF_FWKCONF3

RHL_TMF_RGPGLF_TASK

RHL Perl Modules for Database
Connections

SYSMAN Counter Migration Response
Agent

SYSMAN HNG-X OMDB Update Agent
RHL SMG STMRA

Enterprise Management PAM for TBSM
ObjectServer

SMG common tools for Red Hat Linux.

Red Hat Linux Sterling Commerce Connect
Direct Server

Connect Direct configuration files

Increments to manual
RHL_STERLING_COM_CON_DIR workset

Connect Direct remote scripts

RHL SYSLOG Disk Configuration
Tivoli Framework Config 1
Tivoli Framework Config 2
Tivoli Framework Config 3

Wrapper task to update RGP GLF props file
each day

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 41 of 104

POINQ0004008F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_TMF_TASKSITM

RHL_TPM_ADMIN
RHL_TPM_AEI

RHL_TPM_APEX

RHL_TPM_AUTHMGMT

RHL_TPM_BRCONCURRENCY

RHL_TPM_BRMGMT

RHL_TPM_BRREGHNDLR

RHL_TPM_BRSUPPORTLIB
RHL_TPM_BRXML

RHL_TPM_CBLPERFMON

RHL_TPM_DXC_WORKFLOW

RHL_TPM_EMAGENTCONFIG.

RHL_TPM_EMDBTARGETS

Schedule G Annex A Version 13.0
Page 42 of 104

ITM Task Library

Tivoli Provisioning Manager Admin
Configuration

TPM Workflows for AEI

IBM Tivoli Provisioning Manager Workflows:
APEX

TPM Workflows for SMG Authentication File
Management

RHL TPM Branch Router Configuration

RHL Branch Router Management TPM
Workflows

Branch Router Registration Handler TPM
Workflows

Branch Router Support Libraries
RHL TPM Branch Router XML.

IBM TPM: Control Blade Performance Data
Workflows

Tivoli Provisioning Manager DXC Workflow
Installation

SMG Common Workflows

TPM Targeting Infrastructure for Branch
Router RCF's

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004009F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_TPM_ODBC

RHL_TPM_POMSMGMT

RHL_TPM_POMSSETUP.

RHL_TPM_POMSXML

RHL_TPM_QOSCREDENTIALS

RHL_TPM_RCFGET
RHL_TPM_SHOUA

RHL_TPM_SUPPORTTASKS

RHL_TPM_SUPPORTTASKS_BMC

RHL_TPM_SVRBASE_MANCFG
RHL_TPM_TASKSCHED
RHL_TPM_UTILS
RHL_TPM_WORKFLOWS

RHL_TPM_WORKFLOWS_LIB

RHL_TRC_SVR_CONFIG

Schedule G Annex A Version 13.0
Page 43 of 104

IBM Tivoli Provisioning Manager Workflows:
EDS ODBC Authentication

TPM Workflows for POMS Management

Manual Setup for POMS Management by
TPM

XML for TPM Objects used in POMS
Management

IBM Tivoli Provisioning Manager: Network
Quality of Service Credentials Workflows

Perl scripts and modules to extract files from
EST client output

TMP Workflows for SHOUA Agent

IBM TPM: Support Workflows

Netcool/OMNIbus BMC Patrol Probe agent
target configuration workflows

TPM SVRBASE - Pre & Post manual
configuration instructions

IBM TPM: Task Scheduling Process
IBM TPM: Utility Workflows.
Redhat Linux TPM Workflows

RHL TPM SMG Common workflows.

IBM Tivoli Remote Control Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004010F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RHL_WEBSERV_DISK_CONF
RIP_COMMON
RIP_DATA_CTR
RIP_LICENSE
RIPOSTE_FOR_AUDIT

RLS_ASM_STORAGE_BUILD
RLS_INTEGRATION_FILES
RMGA_BIND_CFGP
RMGA_BIND_CFGS
RMGA_BIND_SW
RMGA_CRS_GEN_FIXES

RMGA_DNS_CONFIG

RSG_EMC_NET_CONFIG
RSG_FTP_SMTP_CONFIG

RSH_DIRECTORY_STRUCT
RTRBOOT_AP

RTRBOOT_RAD_SERVICE

Schedule G Annex A Version 13.0
Page 44 of 104

RHL Web Server Disk Configuration
Riposte Common Files

Riposte Data Centre Platform Files
Riposte Licences

Riposte files required for Audit purposes
RLS ASM Storage Build

RLS Integration Files

RMGA BIND Primary Configuration
RMGA BIND Secondary Configuration
RMGA BIND Software

RMGA CRS General Fixes

RMGA DNS Configuration Entries

RSG network config to allow communication

with EMC
Delivers FTP and SMTP config

RSH Directory Structure
RTR Boot Server

Create Windows Radiator Service

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004011F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RV_BLADEFRAME_CONFIG
RV_VOL_BLADEFRAME_CONFIG
SAMBA_SHARES_TEST_ONLY

SAMBA_SOL_CONFIG

SAN_DISK_REGISTRY_UPDATE

SBRDB_ASM_STORAGE_BUILD

SBRDB_INITIALISE_STANDBY

SBRDB_SOFTWARE_INSTALLATION

SHAREPLEX_DAT_ACTIVATE_APS

SHAREPLEX_DAT_ACTIVATE_DRS

SHAREPLEX_DAT_ACTIVATE_LFS
SHAREPLEX_DAT_ACTIVATE_RDDS
SHAREPLEX_DAT_ACTIVATE_RDMC.

SHAREPLEX_DAT_ACTIVATE_TES

RV BladeFrame Config
RV-VOL_BLADEFRAME_CONFIG
Samba Shares for Test Only

SAMBA install for Solaris

Registry tweak for discrete servers using
SAN disks

Branch Standby DB ASM Storage
Installation

Branch Standby DB Initialise Standby DB
Config

Branch Standby DB Application Software
Installation

SHAREPLEX APS Activation on DAT
Platform

SHAREPLEX DRS Activation

SHAREPLEX LFS Activation on DAT
Platform

SHAREPLEX RDDS Activation
SHAREPLEX RDMC Activation

SHAREPLEX TES Activation

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 45 of 104

POINQ0004012F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

SHAREPLEX_DAT_ACTIVATE_TPS.

SHAREPLEX_DAT_PROD_SETUP

SHAREPLEX_DAT_SOFTWARE_INSTALLATION

SHAREPLEX_LNX_ACTIVATE_APOP.

SHAREPLEX_LNX_ACTIVATE_NPS

SHAREPLEX_LNX_PROD_SETUP.

SHAREPLEX_LNX_SOFTWARE_INSTALLATION

SHAREPLEX_REPL_COMPLETE_CHECK_APOP

SHAREPLEX_REPL_COMPLETE_CHECK_APS.

SHAREPLEX_REPL_COMPLETE_CHECK_DRS

SHAREPLEX_REPL_COMPLETE_CHECK_LFS

SHAREPLEX_REPL_COMPLETE_CHECK_NPS

Schedule G Annex A Version 13.0
Page 46 of 104

SHAREPLEX TPS Activation on DAT
Platform

SHAREPLEX DAT Product Setup

SHAREPLEX Solaris Software Installation
for INT10 release of HNG-X

SHAREPLEX APOP Activation on NPS.
Platform

SHAREPLEX NPS Activation on NPS
Platform

SHAREPLEX Product Setup for NPS
platform

SHAREPLEX Linux Software Installation for
INT10 release of HNG-X

Shareplex Replication Complete Check for
APOP

Shareplex Replication Complete Check for
APS

Shareplex Replication Complete Check for
DRS

Shareplex Replication Complete Check for
LFS

Shareplex Replication Complete Check for
NPS

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004013F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

SHAREPLEX_REPL_COMPLETE_CHECK_RDDS

SHAREPLEX_REPL_COMPLETE_CHECK_RDMC

SHAREPLEX_REPL_COMPLETE_CHECK_TES

SHAREPLEX_REPL_COMPLETE_CHECK_TPS

SOL_10_APACHE_TOMCAT_CONFIG

SOL_10_APACHE_TOMCAT_OPENTEXT_CONFIG

SOL_10_EMULEX
SOL_10_FOUNDATION_UPDATE
SOL_10_JAVA_CONFIG

SOL_10_PATCHES_PRIMEPOWER

SOL_10_PATCHES_PRIMEPOWER_GROUP1_CONFIG

SOL_10_PATCHES_SUN
SOL_AD_JOIN_CONFIG

SOL_BSS_FAILOVER_SCRIPTS

Schedule G Annex A Version 13.0
Page 47 of 104

Shareplex Replication Complete Check for
RDDS

Shareplex Replication Complete Check for
RDMC.

Shareplex Replication Complete Check for
TES

Shareplex Replication Complete Check for
TPS

Solaris Apache Tomcat Configuration

Solaris Apache Tomcat OpenText
Configuration

Solaris Emulex Card Driver and firmware
plus utility

Solaris 10 Foundation Update
Solaris Java Configuration

Solaris 10 Patches PrimePower Hardware

Solaris 10 Patches PrimePower Group1
Solaris 10 Patches Sun Hardware
Solaris Active Directory Join Config

Solaris BSS Failover Scritps

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004014F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

SOL_CLONE_SCRIPTS
SOL_CON_DISK_INIT
SOL_DAT_DISK_INIT
SOL_DAT_FAILOVER_SCRIPTS
SOL_DAT_INTEGRATION_POST_BUILD
SOL_DAT_STANDBY_RL2
SOL_DAT_STANDBY_RL3
SOL_EMC_CONFIG
SOL_EMC_MANUAL_CONFIG
SOL_INTEGRATION_FILES

SOL_INTEGRATION_POST_BUILD

SOL_ITM_AGENT_CFG
SOL_NBU_CLIENT

SOL_NBU_SAN_MEDIA_SVR
SOL_NCO_NETINFBASE

SOL_NCO_PROBEGLF_CFG3
SOL_NCO_PROBEGLF_CFG4

Schedule G Annex A Version 13.0
Page 48 of 104

Solaris Clone Management Scripts
Solaris Console Disk Initialisation

Disk Initialisation Scripts!

Solaris DAT Failover Scritps

Solaris DAT Integration Post Build fixes
Solaris DAT - STANDBY - Run Level 2
Solaris DAT Standby - Run Level 3
EMC config for BSS

Solaris EMC manual Configuration
Solaris Integration Files

Solaris Integration Post Build

This is an ITM configuration update for all
Datacenter Solaris (SOL) platforms.

Unix NetBackup Client

Solaris NetBackup SAN Media Server

Netcool Omnibus Net Config
SOLARIS GLF Probe Configuration 3

SOLARIS GLF Probe Configuration 4

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004015F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

SOL_NCO_PROBESYSLOG_CFG

SOL_NCO_PROBESYSLOGSEC.
SOL_SMG_INSTSUPPLIB
SOLARIS_NTP_CLIENT_CONFIG
SOLARIS_ORACLE_NET_CONFIGURATION
SOLARIS_SYSTEM_REPORT_TOOLS

SOP_AV_WIN_CONFIG

SPN_DATA_CAPTURE_FOR_ECC.

SPN_JAVA_MIDDLEWARE

SPN_PLATFORM_ACCESS_TO_MSVS_HOSTS
SSC_APACHE_TOMCAT_CONFIG

SSC_INTEGRATION_POST_BUILD.

SSC_PODG_WEB_APP
SSC_SMILEY_DESKTOP

SSN_C_DRIVE_LATE_CONFIG

Schedule G Annex A Version 13.0
Page 49 of 104

Netcool Omnibus Syslog Probe Config

Netcool Probe Security configuration for
SOL

SMG Installation Support Library for Solaris
Solaris NTP Client Config

Solaris Oracle Net Configuration

Solaris System reporting tools

Configuration of Sophos AV software

Performance Manager Data Extract for
CMSDB

Java Middleware Source-code

Change to the Virtual Server ‘Performance
Monitor Users' Group

SSC Apache Tomcat Configuration

SSC Integration Post Build

Web applications for PODG reporting &
administration

Smiley Desktop Diagnostic Toolset

SSN C drive config actions - late in build

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Diagnostic tool

Fujitsu Configuration software

POINQ0004016F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

SSN_DXC_TOOLS

ST_BLADEFRAME_CONFIG

STERLING_COM_CON_DIR_MAN

STERLING_COM_CON_MIG_CONF

STERLING_COM_CON_MIG_PREP.
SUB_CA_INTERFACE

SUDO_PLATFORM_CONFIG

SUN_JRE_6_SOL10_CONFIG
SV_BLADEFRAME_CONFIG

SYSLOG_SERVER_CFG
TACACS-CONFIG
TACACS-RSYNC
TEM_C_DRIVE_CONFIG

TES_HNGX_MIG_CHANGES
TES_HNGX_POSTMIGO1_CHANGES.

TES_HNGX_POSTMIGO2_CHANGES

Schedule G Annex A Version 13.0
Page 50 of 104

SSN toolset to manage dxc application stack

ST BladeFrame Config

Connect:Direct manual configuration for
user proxy

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

Sub Certification Authority Interface

Sudo Platform Configuration

Sun Java Runtime Environment 1.6.0_11 for
Solaris

SV BladeFrame Config

Syslog Server Config
TACACS server configuration
TACACS RSYNC configuration
TEM C Drive Configuration

TES HNGX Migration Changes
TES HNGX Postmig01 Changes

TES HNGX POSTMIGO2 CHANGES

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004017F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

TES_HNGX_POSTSPLEX01_CHANGES
TES_MIGRATION

TES_SOFTWARE_INSTALLATION_POSTMIGO1

TES_SOFTWARE_INSTALLATION_POSTMIGO2
TES_SOFTWARE_INSTALLATION_PREMIG
TES_SYSTEMS_MONITORING
TESQA_SERVICE_SHUTDOWN_MIGONLY

TESQA_SOFTWARE_INSTALLATION

TIME_SYNC_CRON_SCRIPT

TIP_REPAIR_TOOL_INSTALLATION
TNT_EMULATOR

TPS_HNGX_MIG_CHANGES
TPS_HNGX_POSTMIGO1_CHANGES
TPS_HNGX_POSTMIGO2_CHANGES
TPS_HNGX_POSTMIGO5_CHANGES
TPS_HNGX_POSTSPLEX01_CHANGES

Schedule G Annex A Version 13.0
Page 51 of 104

TES HNG-X Post SharePlex 01 Changes

Solaris TES Migration Implementation

TES Software Installation Postmig01

TES SOFTWARE INSTALLATION
POSTMIGO2

TES Software Installation Premigration
TES Systems Monitoring Changes
TESQA Service Shutdown MIG ONLY

TESQA Application Software Installation

Cron script to monitor ntpd events and log
them to the syslog

TIP Repair Tool Application Software
Installation

Track and Trace Emulator

TPS HNGX Migration Changes
TPS HNGX Post MIGO1 Changes
TPS HNGX Post MIGO2 Changes
TPS HNGX Postmig05 Changes

TPS HNG-X Post Plex01 Changes

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004018F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

TPS_MIGRATION
TPS_SOFTWARE_INSTALLATION_POSTMIGO1
TPS_SOFTWARE_INSTALLATION_POSTMIGO2
TPS_SOFTWARE_INSTALLATION_POSTMIGO3
TPS_SOFTWARE_INSTALLATION_POSTMIGO4
TPS_SOFTWARE_INSTALLATION_POSTMIGOS
TPS_SOFTWARE_INSTALLATION_PREMIG
TPS_SYSTEMS_MONITORING
TRIPWIRE_DXC_CONFIG
TWS_AUTH_CONFIG

TWS_HMS_SCRIPTS

TWS_SCHEDULES_ARC

TWS_SCHEDULES_DCM

TWS_SCHEDULES_DEA
TWS_SCHEDULES_MASTER
TWS_SCHEDULES_NPS
TWS_SCHEDULES_SAP
TWS_SCHEDULES_SSC

Schedule G Annex A Version 13.0
Page 52 of 104

TPS Migration

TPS Software Installation Post MIGO1
TPS Software Installation Post MIGO2
TPS Software Installation Post MIGO3
TPS Software Installation Postmig04
TPS Software Installation Postmig05
TPS Software Installation Premigration

TPS Systems Monitoring Changes
Tripwire for DXC

TWS Authentication configuration
Tivoli Workload Scheduler HMS Scripts
TWS Schedules for ARC

TWS Schedules for DCM

TWS Schedules for DEA

TWS Schedules Master
TWS Schedules for NPS
TWS Scripts for SAP servers
TWS Schedules for SSC

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004019F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

UNIX_INTEGRATION_BUILD

UNIX_INTEGRATION_POST_BUILD

UNIX_INTEGRATION_POST_BUILD_BMX

UNIX_INTEGRATION_POST_BUILD_CON

UNIX_INTEGRATION_POST_BUILD_MANUAL

UNIX_INTEGRATION_POST_BUILD_NRS

UNIX_INTEGRATION_POST_BUILD_R3D

UNIX_INTEGRATION_POST_BUILD_RGI
UNIX_INTEGRATION_POST_BUILD_RHL5
UNIX_INTEGRATION_POST_BUILD_RLS.

UNIX_INTEGRATION_POST_BUILD_RSH
UNIX_POST_BUILD_BDS
UNIX_POST_BUILD_BRDB
UNIX_POST_BUILD_BRS
UNIX_POST_BUILD_NPS

Schedule G Annex A Version 13.0
Page 53 of 104

Unix Integration Build fixes

Unix Integration Post Build scripts

Integration Post Build scripts for BMX (Bal
Monitoring platform)

Integration Post Build scripts for Aurora
Console server

Unix Post Build Manual Instructions

Integration Post Build scripts for NRS.
(Network Radius Server)

Integration post build scripts for SAP R3
Database Server

Integration Post Build scripts for RGI (RDT
version of DGI)

Integration post build scripts for Redhat 5
Integration Post Build scripts for RLS

Integration Post Build scripts for RSH
Unix Post Build for BDS

Unix Post Build for BRDB

Unix Post Build for BRS

Unix Post Build for NPS

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004020F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

UNIX_POST_BUILD_RL
UNIX_SUPPORT_UTILS

UNX_ITM_LOGHOUSEKEEP

UNX_ITM_LOGHOUSEKEEP_BAL_CFG

UNX_ITM_LOGHOUSEKEEP_BMX_CFG

UNX_ITM_LOGHOUSEKEEP_EMM_CFG

UNX_ITM_LOGHOUSEKEEP_EMS_CFG

UNX_ITM_LOGHOUSEKEEP_EPM_CFG
UNX_ITM_PROCESS

UNX_ITM_PROCESS_BAL_CFG

UNX_ITM_PROCESS_BDB_CFG

UNX_ITM_PROCESS_BDS_CFG

UNX_ITM_PROCESS_BMX_CFG

UNX_ITM_PROCESS_BRS_CFG

Schedule G Annex A Version 13.0
Page 54 of 104

Unix Post Build for RL
Unix Support Utilities

IBM Tivoli Monitoring: UNIX Log
Housekeeping

ITM UA Logfile Housekeeping Configuration
File - BAL Platform Specific

ITM UA Logfile Housekeeping Configuration
File - BMX Platform Specific

ITM UA Logfile Housekeeping Configuration
File - EMM Platform Specific

ITM Housekeeping Product for EMS
platform

ITM Housekeeping Product for EPM
platform

ITM Unix File process Monitor

Unix ITM Process for BAL Config

IBM Tivoli Monitoring Universal Agent BDB.
ProcessMonitor Configuration

IBM Tivoli Monitoring Universal Agent BDS
ProcessMonitor Configuration

Unix ITM Process for BMX Config

IBM Tivoli Monitoring Universal Agent BRS
ProcessMonitor Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004021F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

UNX_ITM_PROCESS_CAC_CFG

UNX_ITM_PROCESS_CFG

UNX_ITM_PROCESS_DAT_CFG

UNX_ITM_PROCESS_DGE_CFG

UNX_ITM_PROCESS_DGI_CFG

UNX_ITM_PROCESS_DNS_CFG
UNX_ITM_PROCESS_DXC_CFG
UNX_ITM_PROCESS_EAS_CFG
UNX_ITM_PROCESS_EES_CFG

UNX_ITM_PROCESS_EFS_CFG

UNX_ITM_PROCESS_EMD_CFG
UNX_ITM_PROCESS_EMM_CFG

UNX_ITM_PROCESS_EMS_CFG

UNX_ITM_PROCESS_EPM_CFG

Schedule G Annex A Version 13.0
Page 55 of 104

ITM Process Monitoring Configuration for
CAC Platform

UNIX ITM Process Monitor Configuration

IBM Tivoli Monitoring: UNIX Process Monitor
- DAT Configuration

ITM Process Monitoring Configuration for
DGE Platform

ITM Process Monitoring Configuration for
DGI Platform

IBM Tivoli Monitoring: UNIX Process Monitor
- DNS Configuration

DXC process monitor configuration
Process monitor config for EAS
Process monitor config for EES

Process monitor config for EFS.

Additional Tivoli TM process monitoring
configuration

Process monitor config for EMM

Process monitor config for EMS.

IBM Tivoli Monitoring: EPM Process
Monitoring Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004022F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

UNX_ITM_PROCESS_GWS_CFG

UNX_ITM_PROCESS_KMN_CFG

UNX_ITM_PROCESS_NPS_CFG
UNX_ITM_PROCESS_NRS_CFG

UNX_ITM_PROCESS_PRS_CFG

UNX_ITM_PROCESS_RHL_CFG
UNX_ITM_PROCESS_SAP_CFG

UNX_ITM_PROCESS_SOL_CFG
UNX_ITM_UA_MONDEL

VDX_SVR_CONFIG
VPN_PIN_READER

VPX_SVR_CONFIG
VSD_SVR_CONFIG

VSH_SVR_CONFIG
WEB_APOP_SVC
WEB_CMN_APP_LINUX

Unix ITM Process GWS Configuration

IBM Tivoli Monitoring: UNIX Process Monitor
- KMN Configuration (KSS)

IBM Tivoli Monitoring: UNIX Process Monitor
- NPS Configuration

UNIX ITM Process Monitor Configuration

UNIX ITM Process Monitor Configuration

Red Hat Linux process monitoring
configuration

SAP ITM Configuration

Solaris process monitoring configuration

ITM Universal Agent Monitor Deletion

VDX Server Configuration
VPN_PIN_READER

VPX Server Configuration
VSD Server Config

VSH Server Config
APOP Web Service Application

Common Web Service Applications Linux

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 56 of 104

POINQ0004023F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WEB_CMN_HLTH_LINUX
WEB_DC_PREP_APP_LINUX
WEB_DVLA_SVC
WEB_EMULATOR_AEI
WEB_EMULATOR_DVLA_CTC
WEB_EMULATOR_DVLA_DL
WEB_EMULATOR_DVLA_VED
WEB_EMULATOR_FRAMEWORK
WEB_EMULATOR_PO_CACT

WEB_EMULATOR_POCA

WEB_GWS_FRAMEWORK
WEB_MGRM_SVC
WEB_MGRM_TEST
WEB_OLCT_SVC
WEB_TCOM_SVC
WEB_VPN_MODS

WIN_AD_ACCOUNT_CONFIG

WIN_AD_ACCOUNT_NT_MAESTRO_MIGONLY

Schedule G Annex A Version 13.0
Page 57 of 104

Common Health Check Components Linux
Web DC Prep App - Linux

DVLA Web Service Application

AE! Web Emulator

Emulator for DVLA Change Tax Class
Emulator for DVLA Duplicate Licence
Emulator for DVLA VED

Generic Web Emulator Framework

GWS Emulator for POLO

POCA Web Emulator

Generic Web Service Framework
MGRM Web Service Application
MGRM Web Service Test Components
Online Training Web Service

Web Telecom Service

Modifications for Ireland clone
WIN AD ACCOUNT Config

Win AD Accounts.

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004024F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_AD_ACCOUNT_SERVICE_GROUP

WIN_AD_ACCOUNT_SVC_UNIX_CONFIG

WIN_AD_ACCOUNT_TEMPLATES_CONFIG

WIN_AD_ACD_RES_PORTS

WIN_AD_DOMAIN_TRUST_AUTHENTICATION_LMHOSTS

WIN_AD_DOMAIN_TRUST_DOX_PLATFORM

WIN_AD_FSMO_CONFIG

WIN_AD_HORIZON_DOMAIN_TRUST

WIN_AD_NT_DOMAIN_TRUSTS_RECONFIG

WIN_AD_POLICY_ACD_CONFIG
WIN_AD_POLICY_AUDIT_WRKSTN
WIN_AD_POLICY_CONFIG
WIN_AD_POLICY_ENABLER
WIN_AD_POLICY_IKEY_LOGON
WIN_AD_POLICY_IKEYEXEMPT_SSN
WIN_AD_POLICY_KSN_CONFIG

Schedule G Annex A Version 13.0
Page 58 of 104

Windows AD Account Service Group
Win Ad Account Sve Unix Config

Win AD Account Templates Config

Script to reserve ports in registry on ACD
platform

Windows Domain Trust

Windows AD Domain Trust DOX Platform
WIN AD FSMO Config

Win AD Horizon Domain Trust

Windows AD-NT Domain Trusts Reconfig
Win AD Policy

Win AD Policy for Audit Workstation
Windows AD Policy Config

Windows AD Policy Enabler

Win AD Policy ikKey Logon

WIN AD Policy IKEYEXEMPT SSN

Win AD Policy for KSN Config

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004025F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_AD_POLICY_LOGON

WIN_AD_POLICY_PCI

WIN_AD_POLICY_PODG_SUDOER_CONFIG

WIN_AD_POLICY_SERVERS

WIN_AD_POLICY_SMC_SUDOER_CONFIG

WIN_AD_POLICY_WORKSTATION
WIN_AD_ROLES_CONFIG

WIN_AD_SEC_CERT_TEMPLATES
WIN_AD_SITE_CONFIG

WIN_AD_SUB_CA_CONFIG

WIN_AD_TERMINAL_SVC_GROUP

WIN_AD_TERMINAL_SVC_LIC_CONFIG

WIN_BSW_PR_EMC_CFG
WIN_CLONE_SCRIPTS
WIN_DC_ACD_REBUILD

WIN_DC_AD_BUILD

Schedule G Annex A Version 13.0
Page 59 of 104

Windows Active Directory Group Policy
Logon Script

Windows Active Directory Group Policy PCI

Security and Auditing

Request for PODG SUDOER AD policy
Windows AD Policy Servers

SMC SUDOER Security GPO config
Win AD Policy Workstation

Windows Active Directory Roles Config
Windows Security

WIN AD SITE Config

Windows AD SUB CA Config

WIN AD Terminal SVC Group
Windows AD Terminal SVC LIC Config
Production only - EMC.cfg file

'W2003 Clone Management Scripts
Windows DC ACD Rebuild

Windows 2003 Active Directory Build
Configuration

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004026F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_DC_AD_BUILD_AUTO

WIN_DC_DNS_BUILD_CONFIG
WIN_DEPLOY_CONFIG

WIN_DOMAIN_TRUST_REMOVAL.
WIN_EDS_AUDITPOINT
WIN_EDS_EAPSCHEMA
WIN_EDS_EMALERT

WIN_EDS_EMDBBRLINK

WIN_EDS_EMREPDB

WIN_EDS_EMREPINSTANCE

WIN_EDS_ERP_CFG
WIN_EDS_EXCPTNAGENT

WIN_EDS_EXCPTNAGENT_CFG

WIN_EDS_EXCPTNAGENT_CFG_MANCFG

WIN_EDS_EXCPTNMON_CFG
WIN_EDS_EXCPTNMON_ORA

Schedule G Annex A Version 13.0
Page 60 of 104

WIN_DC_AD_BUILD_AUTO

Windows 2003 DNS Build Configuration
Windows Deploy Scripts

Windows Domain Trust

Event Audit Processing

Oracle Schema Update for EAP_ADMIN
OEM alerting to Windows event log

EDS Interface Tables for Branch Router
RCF Targeting

OEM 10.2.0.4 database instance emrep
configuration

Windows EDS EMREP Instance

EDS manual configuration for access from
the reporter database

Windows EDS Database Exception Agent

EDS Unhandled Exception Writer

Exception Agent configuration of credential
files

App Monitor User schema creation

APEX Oracle Support Package

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004027F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_EDS_EXCPTNMON_WKS
WIN_EDS_HBSCHEMA
WIN_EDS_MEMORY
WIN_EDS_ODBCS

WIN_EDS_OEM11G_POSTCONFIG

WIN_EDS_OEM11G_PRECONFIG
WIN_EDS_OEMLSTNRMON

WIN_EDS_OEMMONUSER

WIN_EDS_OESPOSTCONFIG_DB

WIN_EDS_OESPRECONFIG_DB

WIN_EDS_OESPRECONFIG_MAN
WIN_EDS_OMDBAUDIT

WIN_EDS_OMDBMIGRATION_MANUAL

Schedule G Annex A Version 13.0
Page 61 of 104

APEX Workspace and User creation
Heartbeat and statistical monitoring
WIN_EDS_MEMORY

EDS ODBC Data Source

Postconfiguration of EMREP database for
OEM 11g Upgrade

Preconfiguration of EMREP database for
OEM 11g Upgrade

OEM Listener Monitor

OEM Listener Monitor user creation

EDS database update required after
installing patch WIN_OES_OMSSW, and
before patch WIN_OES_OMSSWPATCH,
on the OES

EDS database update required prior to
installing product WIN_OES_OMSSW on
the OES

Manual configuration steps required in OEM
prior to the OES platform build

Audit triggers for OMDB to EDS Migration

Manual migration steps for OMDB to EDS
Migration

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004028F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_EDS_OMDBSCHEMA

WIN_EDS_OMDBUSERS

WIN_EDS_OMDBWEB

WIN_EDS_OMSDISABLE
WIN_EDS_POMSSCHEMA

WIN_EDS_QOSCONFIG_DATA
WIN_EDS_QOSENGINE
WIN_EDS_QOSPARTMGMT
WIN_EDS_QOSSCHEMA
WIN_EDS_QOSTRIGGERS
WIN_EDS_QOSWEB
WIN_EDS_QOSWEBWS

WIN_ERP_EDS_CFG
WIN_ERP_MEMORY

WIN_ERP_REP_HOUSEKEEPER

Schema object creation for OMDB to EDS
Migration

User and schema creation for OMDB to
EDS Migration

Web packaged procedures for OMDB to
EDS Migration

Disabling of the OMS service on the EDS
once the OES platform is fully operational
and all OEM agents are reporting to it

EDS Schema for POMS

WIN EDS QoS Configuration Data
WIN EDS QoS Engine

WIN EDS QoS Part Management
WIN EDS QoS Schema

WIN EDS QoS Triggers

Network QoS Workspace

Network QoS Workspace

ERP manual configuration to access the
EDS and OMDB databases.

WIN_ERP_MEMORY

ERP Reporter Housekeeping

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 62 of 104

POINQ0004029F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_ERP_REPSCHEMA

WIN_ERP_TEMREPCONFIG

WIN_ERP_TEMREPORTS

WIN_EST_PAGEFILE_SIZE
WIN_EUI_MEMORY

WIN_GETLOGS
WIN_HST_FILE_UPDATE_CONFIG

WIN_INTEGRATION_POST_BUILD.
WIN_ISSCRIPT_ENGINE

WIN_ITM_DB2AGENTBASE_CFG

WIN_ITM_DWHBASE_CFG

WIN_ITM_LOGHOUSEKEEP

WIN_ITM_NCO_PROBE_RESTART
WIN_ITM_ODBCINST

WIN_ITM_PROCESS

Schedule G Annex A Version 13.0
Page 63 of 104

Oracle Schema Update for REPORTER

Configuration of Netcool/Reporter for TEM
access

Example reports using Netcool/Reporter
against TEM data

change the pagefile settings on the EST
WIN_EUI_MEMORY

Get Logs (Collects package install and event
viewer logs)

Windows Hosts File Update Config

Windows Post Build Scripts
Windows IS Script Engine

Windows ITM DB2 Agent Base
Configuration

IBM Tivoli Monitoring Datawarehouse
Configuration

IBM Tivoli Monitoring: Windows Log
Housekeeping

Product to restart NCO log probe once a day
EDS Heartbeat installation

IBM Tivoli Monitoring: Windows Service
Monitor

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004030F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_ITM_PROCESS_CFG
WIN_ITM_SITCFG
WIN_ITM_TEPS_BMX
WIN_ITM_TEPS_CFG

WIN_ITM_TEPS_NETCOOL

WIN_ITM_TEPS_NRSRADIUS

WIN_ITM_TEPS_PRSRADIUS
WIN_ITM_TEPS_TWS

WIN_ITM_TEPSAD_CFG

WIN_ITM_TEPSDM_CFG
WIN_JOIN_TO_DOMAIN_BUILD_CONFIG

WIN_JOIN_TO_DOMAIN_BUILD_SSN

WIN_LOCAL_PLATFORM_ACCOUNT_RSG

WIN_MAN_FOUNDATION_CONFIG
WIN_MSS_PAGEFILE_SIZE

WIN_NBU_CLIENT

Schedule G Annex A Version 13.0
Page 64 of 104

Windows ITM Service Monitor Configuration
ITM Situations Configuration

WIN ITM BMX TEPS Support

ITM6 TEPS CONFIGURATION

WIN ITM TEPS Support for Netcool agent

NRS RADIUS AUTH Log Monitoring Agent
TEPS component

PRS RADIUS AUTH Log Monitoring Agent
TEPS component

WIN ITM TEPS Support for TWS agent

IBM Tivoli Monitoring TEPS AD
Configuration

IBM Tivoli Monitoring for Databases
Configuration

Windows Join To Domain Configuration
Windows Join To Domain Build for SSN
Win Local Platform Account

Windows Manual Foundation Config

WIN MSS Change Pagefile Size
'W2003 NetBackup Client

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004031F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_NCO_NETINFBASE

WIN_NCO_PROBE_RESTART
WIN_NCO_PROBEVPN_CFG
WIN_NCO_PROBEWIN_CFG

WIN_NCO_PROBEWIN_MON
WIN_NPC_NIC_CONFIG

WIN_NPC_TERM_SERV_CONFIG

WIN_OEM_HTTPCOMFIG
WIN_OES_OMSCONFIG

WIN_OES_OMSSWPATCH
WIN_OES_PAGEFILE_SIZE

WIN_ORA_DBAUSERCOMFIG

WIN_ORA_REMOTETNSNAMES
WIN_PLAT_PERM

WIN_PLATFORM_SECURITY_FOLDERS

Schedule G Annex A Version 13.0
Page 65 of 104

Windows NCO Net Interface Base

This is an intrim Netcool Probe fix product
for ERP, EDS, EU! Windows platforms

Probe configuration
Design Part WIN_NCO_PROBEWIN_CFG.A
Windows Netcool Probe Monitor

Windows NPC NIC Configuration

Windows NPC Terminal Server
Configuration

Oracle Enterprise Manager HTTP
Configuration

Creation of OMS after software installed
Installation of OMS software patch 10.2.0.4
Change Pagefile Size

Oracle DBA User Configuration

Windows EDS Remote TNS Names Merge
Script

Windows Platform Permissions

WIN Platform Security Folders

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004032F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_PLATFORM_SECURITY_REMOVE_MAEARC_SHARE Windows Platform Security

WIN_PLATFORM_SECURITY_SHARES

WIN_PLATFORM_SECURITY_USERS_PERMS

WIN_REBOOT
WIN_SENTRY_VDX
WIN_SENTRY_VPX
WIN_SMG_BACKUP

WIN_SMG_HOUSEKEEP

WIN_SMG_INSTSUPPLIB
WIN_SMG_REBOOT
WIN_SMG_REBOOT2
WIN_SNMP_CONFIG

WIN_SSN_LOCAL_GROUP_ADD
WIN_SSN_RDP_SSL_CONFIG
WIN_SSN_SECURITY_CONFIG

WIN_SSN_SUB_CA_WEBSITE_CONFIG
WIN_TEM_AIRGAP

WIN Platform Security Shares
Windows Platform Security
Windows Reboot

Windows Sentry VDX
Windows Sentry VPX
SYSMAN Windows Backup

Generic Windows housekeeping script for
SYSMAN Windows Platforms

Windows SMG Install Support Library
Windows SMG Reboot
SMG Support Tool - Windows Reboot

Installs/configs the SNMP service
WIN SSN Local Group Add
Windows SSN RDP SSL Config
Win SSN Security Config

Windows SSN SUB CA Website Config
IBM TEM Airgap Tool and Response File

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 66 of 104

POINQ0004033F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_TEM_AIRGAP_INSTALL
WIN_TEM_AIRGAP_UPDATE
WIN_TEM_ANALYSIS_INGENICO
WIN_TEM_CATCHUPMON

WIN_TEM_CLIENT_HELPER

WIN_TEM_CONFIG

WIN_TEM_DIAGHOUSEKEEP_CONFIG
WIN_TEM_HSDTASKS

WIN_TEM_INGENICOTASKS
WIN_TEM_ISDNSETTINGS

WIN_TEM_MASTER_ACTIONSITE
WIN_TEM_MSSTASKS

WIN_TEM_PAGEFILE_SIZE

WIN_TEM_PROPERTYMAPPER
WIN_TEM_RDPACKAGE

WIN_TEM_RIGHTCLICK

Schedule G Annex A Version 13.0
Page 67 of 104

Installation Instructions for TEM Airgap File
IBM TEM Airgap Response File

TEM Analysis for PIN Pad Configuration
Monitoring process for counter catchup

Client Helper for Tivoli Endpoint Manager

Tivoli Endpoint Management (TEM)
Configuration

Configuration of housekeeping for counter
diagnostics

HSD TEM Support Tasks

Automated Tasks for Ingenico Management
Relay settings for ISDN counters

WIN TEM configuration for Master Actionsite
MSS TEM Support Tasks

Pagefile modification to TEM platform

Property Mapper Utility for TEM
WIN TEM Reference Data Packaging

IBM TEM SUpporting Files for Console
Right Click

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004034F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_TEM_SERVERUTILS
WIN_TEM_SMCTASKS
WIN_TEM_SQLBACKUP

WIN_TEM_SQLSECURITY

WIN_TEM_SQLUSERCOMFIG
WIN_TEM_SQLVIEWS
WIN_TEM_SSCTASKS
WIN_TEM_SWPACKAGE

WIN_TEM_SYSMANTABLES

WIN_TEM_SYSMANTASKS

WIN_TEM_SYSMANTASKS_POSTPROCESS,
WIN_TEM_UPLOADPROCESSOR

WIN_TIME_AD_CLIENT_CONFIG

WIN_TIME_AD_SERVER_CONFIG

WIN_TIME_BPL_SERVER_CONFIG

IBM TEM Server Utilities
SMC TEM Support Tasks.
IBM TEM SQL Server Backup Scripts

IBM TEM SQL Server Security Configuration

IBM TEM SQL Server User and Group
Configuration

TEM reporting views for Netcool/Reporter
WIN TEM configuration for SSC Tasks
WIN TEM Release Note Packaging

Tables for TEM sotware and reference data
delivery tasks

IBM TEM Fixlets for the SYSMANTasks Site

Manual Post Installation Instructions for
WIN_TEM_SYSMANTASKS,

File processor for onward delivery

Windows Active Directory NTP Client

Windows 2003 Active Directory Server NTP.
Client

Bootplatform Time Synch Config

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Schedule G Annex A Version 13.0
Page 68 of 104

POINQ0004035F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

WIN_TMS_CONFIG

WIN_TMS_LICENSE_CONFIG
WINDOWS_DISK_PARTITION_ARC.
WINDOWS_DISK_PARTITION_BPL

WINDOWS_DISK_PARTITION_DCM

WINDOWS_DISK_PARTITION_EDS_CONFIG

WINDOWS_DISK_PARTITION_EST

WINDOWS_DISK_PARTITION_GENERIC.

WINDOWS_DISK_PARTITION_SSC
WINDOWS_DISK_PARTITION_TEM

WINXP_TIME_AD_CLIENT_CONFIG.

Auto PVB cutter

Schedule G Annex A Version 13.0
Page 69 of 104

Microsoft Windows 2003 Terminal Server
Service Config

Microsoft Windows 2003 Terminal Server
Licensing Service Config

Windows Disk Partition ARC
WINDOWS DISK PARTITION BPL
Windows Disk Partition DCM
Windows Disk Partition EDS Config
WINDOWS DISK PARTITION EST
Windows Disk Partition Generic
Windows Disk Partition SSC
Windows Disk Partition TEM

Windows XP Time AD Client Config

Tool written by integration to automatically
cut PVBs for certain teams -

reducing the time and training required to
use dimensions.

Used by Integration

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004036F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

BAL Amalgamation DB

BCMS

Branch Access Times

CAPMAN

Counter automation

HNGX_Snapshot

HORIce

Schedule G Annex A Version 13.0
Page 70 of 104

Compiles 20 BAL log files into a searchable
database.
Used by SSC

Includes SQL Server 2005 enterprise, rsync,

bash scripts

Corporate webpage to check and update
Branch details.

Used by OBC,SSC and Test.

Includes Apache Tomcat 5, Java

Stand alone executable tool that allows
keying of the opening hours when a branch
would accept an engineer visit into TfS
incidents.

Used by HSD (transferred to D1).

Capacity management ‘closed’ reporting
website.
Used by SSC

Automate the running standard test scripts
on the counter software.
Used by SSC (RDT), Test

Produces snapshot of Reference Data for
Comparison tools.
Used by SSC.

Corporate monitoring and 'closed' query
service.

Used by SSC, SMC, ISD, Service
Management.

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

POINQ0004037F
CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

HRDP (RDP) (includes HRDPGenerator & HRDP_Run)

ISD Knowledge Website (Zanzibar)

MessageBroadcastPrep

MessageSubmission

Modified SCM-TOOLS

OBC Database

Schedule G Annex A Version 13.0
Page 71 of 104

Includes Apache Tomcat 6, Java 6, SQL
Server 2005, Jquery

Produces Type X data for input to RDMC.
Used by SSC

Knowledge base and opperational support
information
Used by ISD

Used to prepare MBS.
Used by SSC, SMC.

Application on RDMC workstation to send
MBS data to offices.
Used by SSC.

Versions of the SCM-TOOLS from SCM that
have been modified to fit into the Integration
toolset.

Used by Integration.

OBC Access database, reads emailed
requests from POL, transfer data to BCMS.
Used by OBC

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Business Change Management

Toolset

POINQ0004038F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

Peak

Peak command line tooling

Peak Handler

PPPT

Product Tags system

PVCS Tooling

Schedule G Annex A Version 13.0
Page 72 of 104

Incident/Problem/Release toolset.

Used by 2nd, 3rd and 4th line support
teams, reconcilation, test, integration,
release management, service management,
audit, ISD

Includes Java 4.2 EE, JRUN4, SQLServer
2000, Oracle Client, HDI, QC Interface.

Client side scripts to carry out automated
updates to Peak incidents.
Used by Integration

Tool written by integration to automatically
hand off peak calls to other teams

and assign relevant data to that peak.
Used by Integration

PinPadPreparationTool - processes PinPad
database from POL for sending to counters.
Used by SSC.

Tags database (Excel) manipulated by
Integration scripted tooling (Unix AND
Windows)

to automatically generate tags, cut them into
a PVB and then process them into a DPVB
for release to test.

Used by Integration

web site, server-side and client-side tooling
for PVCS
Used by Integration, Change Management

Fujitsu Incident/Problem/Release
Toolset

Fujitsu Incident/Problem/Release
Toolset

Fujitsu Incident/Problem/Release
Toolset

Fujitsu Pin Pad Management toolset

Fujitsu Configuration software

Change, Document and Configuration
Management Toolset

POINQ0004039F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

QC to Peak Interface

RDMC Reports

RDORF Calculator

RDT AP_Data

RDT Auto e-mailer

RDT ComparisonTool

RDT Messages system

RDT Replay

RDT reporting

Schedule G Annex A Version 13.0
Page 73 of 104

Custom database to manage transfer of
defect to Peak for incident/problem/release
management.

Used by Test, SSC

Produces report data from Type A data
loaded into RDMC.
Used by SSC.

Produces monthly stats for POL
Used by SSC

Used to generate daily AP reports.
Used by SSC.

This application is used to send e-mail
messages automatically.
Used by SSC.

Used to prepare and analyse Reference
Data from Counters - used to supply POL
with data as required by CS/PRD/058.
Used by SSC.

Task and systems monitoring by
presentation of messages.
Used by SSC.

Used to replay RDMC workstation actions
on test rigs
Used by SSC.

A number of spreadsheets used to provide
POL with daily and monthly stats on

Fujitsu Incident/Problem/Release
Toolset

Reporting Toolset

Reporting Toolset

Reporting Toolset

Messaging Toolset

Reporting Toolset

Monitoring Toolset

Fujitsu Incident/Problem/Release
Toolset

Reporting Toolset

POINQ0004040F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

RDT_Schedmon

RDT_Schedule

Release Man DB

RigRunner

SCM Command Line Tooling

SCM Server-side tooling

SMCWEB (old custom Oracle web pages)

Schedule G Annex A Version 13.0
Page 74 of 104

changes.
Used by SSC

Used to monitor schedules on RDT Live
platforms and test systems controlled by
RDT.

Used by SSC.

Runs a set of schedule applications on data
arriving from Live system to RDT systems.
Used by SSC.

Access database to collate release data
from Dimensions, Peak, Tivoli to perform
reportrs and catchup checks

Release management

Runs scheduled jobs on test rigs.
Used by SSC, Test

Client side scripts used to carry out SCM
procedures.

Used by Change Management, Integration,
Release Management.

Software that keeps the Dimensions
database up to date internally and with
regard to PEAK. Plus housekeeping.
Used by Change management

Bespoke website to query Tivoli database.
SMC, SSC, OBC.

Scheduling Toolset

Reporting Toolset

Reporting Toolset

Scheduling Toolset

Fujitsu
Incident/ProblenVRelease/Change
Toolset

Change Management Toolset

Reporting and Monitoring Toolset

POINQ0004041F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

SSC Web Monitor

SSC WebSite

TDCT

User Access Database

Various Emulators ETU ,DCS, DVLA, NWB, Track and Trace

xCcC

Schedule G Annex A Version 13.0
Page 75 of 104

Monitors transaction failure rates from BRSS.
and BMX. Used mas the source for HORIce
monitors.

Used by SSC

Includes Apache Tomcat 6, Java 6, SQL
Server 2005

KELs, Document search, WI, SI, MI, Events,
Rotas and Calendar.

Used by SSC, SMC, Development, ISD,
Test, Release Management, Audit

Includes Apache Tomcat 5, Java 5,
SQLServer 2005, Lucene.

Token Data Capture Tool used by POL to
capture AP tokens.
Used by SSC.

Access database detailing all POA users
and what access they have to the systems,
e.g. Peak, Live etc.

Used by Security

Test emulators such that services can be
tested without live connectivity.

SLT calculations for Engineering, Availability
and Core SLTs.

Used by HSD.

Includes Apache Tomcat 6, Java, Oracle
Client, SQL Server 2005

Monitoring Toolset

Fujitsu Management Toolset

Fujitsu Incident/Problem Toolset

User Management Toolset

Test Toolset

Time Management Toolset

POINQ0004042F
CONFIDENTIAL

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

Yellowman

WEB_EMULATOR_SUPPORT_LIBS

WEB_GWS_SUPPORT_LIBS
APOP_SP_WKS_CONFIG
SSC_SEARCH_CONFIG

Schedule G Annex A Version 13.0
Page 76 of 104

Automated reference data loader, includes
integrity checks for incoming reference data
changes.

Used by SSC.

Generic Web Emulator Supporting Libraries

Generic Web Service Framework 3rd Party
Support Libraries

APOP support workstation
SSC Search

Test Toolset

Test Toolset

Test Toolset
Fujitsu Configuration software

Fujitsu Monitoring

POINQ0004043F
FUJ00000003

FUJ00000003
CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
Annex B
Specified Third Party Software
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms

ACTIVE_STATE BPL_ACTIVEPERL_V5_8 BPL Active Perl v5.8.8 Developer Toolset

Windows SMG Active Perl v5.8.8
ACTIVE_STATE WIN_SMG_ACTIVEPERL Config Developer Toolset

Windows SMG Active Perl v5.8.8
ACTIVE_STATE WIN_SMG_ACTIVEPERL Config Activestate Perl
ADOBE WIN_ADOBE_FPP Adobe Flash Player Plugin 11 Adobe Application Interface for browser
ADOBE WIN_SMG_ADOBEFP10. Adobe Flash Player 10 Adobe Software
APACHE APACHE_TOMCAT_RUNTIME_V6_0_14 Apache Tomcat Server Webserver
APACHE APACHE_TOMCAT_RUNTIME_V6_0_29 Apache Tomcat Installation Executable Webserver
APACHE BPL_TOMCAT_BASE_CONFIG BPL Tomcat Base Config Webserver
APACHE JDK_V5_JARS_LOG4J_CONFIG JDK 5 jars - Log4j Webserver Libraries
APACHE MA_TRANSFER_SUPPORT_LIBS Java library files for the MA FT Webserver Libraries

Generic Web Emulator Supporting
APACHE WEB_EMULATOR_SUPPORT_LIBS. Libraries Webserver Libraries

Generic Web Service Framework 3rd
APACHE WEB_GWS_SUPPORT_LIBS Party Support Libraries Webserver Libraries

Viewer to read log files created by the

standard Log4J.
APACHE Chainsaw Used by SSC, Development Log file viewer

Source control server for windows.
APACHE Subversion 1.3 Used by SSC Software Version Control System

Schedule G Annex B Version 12.0
Page 77 of 104

POINQ0004044F
FUJ00000003
FUJ00000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms

APACHE RHL_ANT_CONFIG ‘Apache Ant v1.6.5 Config Apache Configuration software
BITVISE BPL_SSH_SERVER BPL BitVise SSH Server Remote Access Secure Shell Server
BLADESDEV SSN_C_DRIVE_CONFIG Configure SSN C drive Configurtation Tool

BT fault logging system used for ISDN

lines.
BT BT Openreach Portal Used by HSD. Logging System

Knowledge based diagnosics - for

checking ADSL lines.
BT KBD Used by HSD ADSL checking tool
BUGOOSOFT FileSafe Encryption software. Used by Security Encryption tool

CARLO_GAVAZZI_COMPUTI
NG

CATALYST_DEVELOPMENT

CISCO

cisco

CISCO
CISCO
CITRIX
CITRIX

CODEHAUS
CPAN

SOL_CON_AURORA_CONFIG

CAT_SOCK_REDIST_CONF

CISCO_SECURITY_MANAGER_CLIENT

CISCO_SECURITY_MGR

CISCOWORKS_LMS
clSCO_SW_FW_76
WIN_PV_DRIVERS
WIN_PV_DRIVERS_MAN

WEB_GWS_SUPPORT_LIBS
CACTI

Schedule G Annex B Version 12.0

Page 78 of 104

Aurora Control Tower Software

Catalyst SocketTools Secure Visual
Edition v5.0 Redist Config

NFM platform Cisco Security Manager
v3.2.2 Client software

Cisco Security Manager

NCW Server

Cisco 300 Switch firmware
Windows PV Drivers
Windows PV Drivers Manual

Generic Web Service Framework 3rd
Party Support Libraries

Network monitoring server

Console Management System

-Net & Active X Software Libraries

Tool to manage Security across Cisco
Devices

Tool to manage Security across Cisco
Devices

Tool to administer, configure and
monitor Cisco Devices

CISCO toolset
Virtualised Solution Drivers

Virtualised Solution Drivers

Java Librarires

Network Management Tool

POINQ0004045F
FUJ00000003

FUJ00000003
CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
Allows a Linux Operating System
CYGWIN CYGWIN_COMFIG CYGWIN Config Environment for Windows
Allows a Linux Operating System
CYGWIN CYGWIN_X Cygwin X-Windows Server Environment for Windows
Configuration for Stateless Servers
EGENERA BF_CONFIG_SCRIPTS Bladeframe Config Scripts (Blades)
Configuration for Stateless Servers
EGENERA PR_BLADEFRAME_CONFIG PR BladeFrame Config (Blades)
Configuration for Stateless Servers
EGENERA RHEL45_BOOT_IMAGES RHEL 4.5 Boot Images (Blades)
Egenera Drivers for pblade based
EGENERA RHEL_EGEN_DRIVER Redhat servers EGENERA drivers
Egenera drivers for pblade based
EGENERA WIN_EGEN_DRIVER. W2003 servers EGENERA drivers
EMC CLARIION_DISK_LIBRARY_CONSOLE CLARIION Disk Library Console Storage Array Tools and Library
EMC Centera Management Tools v2.4
EMC EMC_CENTERA_MGMT_TOOLS_V2_4_CONFIG Configuration Storage Array Tools and Library
EMC Centera Management Tools
EMC EMC_CENTERA_MGT_IN Install Storage Array Tools and Library
EMC EMC_NAVISPHERE_CONFIG EMC Navisphere Agent Config Storage Array Tools and Library
EMC EMC_POWERPATH_WIN_CONFIG EMC PowerPath Windows Config Storage Array Tools and Library
Remove all versions of EMC CLARiiON
EMC CLARIION_DISK_LIBRARY_CONSOLE_CLEANUP disk library software EMC Software Library
EMC Centera Management Tools v2.4
EMC EMC_CENTERA_MGMT_TOOLS_V2_4_CONFIG Configuration EMC Management Tools

Schedule G Annex B Version 12.0

Page 79 of 104

POINQ0004046F
FUJ00000003
FUJ00000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
EMC EMC_NAVISPHERE_RHL_CONFIG EMC Navisphere RedHat Linux Config I EMC Configuration Tools
EMC EMC_NAVISPHERE_SOL_CONFIG EMC Navisphere Solaris Agent Config EMC Configuration Tools
EMC EMC_POWERPATH_RHL_CONFIG EMC PowerPath RHL Config EMC Configuration Tools
EMC. EMC_POWERPATH_WIN_UNINSTALL Windows Powerpath uninstall utility EMC Configuration Tools
EMC EMC_SENABLER_SOL_CONFIG EMC Solutions Enabler for Solaris EMC Configuration Tools

Emerson Network Power

EMULEX

EMULEX

EMULEX
ESET
ESET
ESET
ESET
ESET
ESET

ESET UK
FAD_INFO.

Aperture Vista

WIN_EMULEX_HB_ANYWHERE_2_1

WIN_HBA_DRV_FIRMWARE_UPD_CONFIG.

RHEL4_5_EMULEX_HBANYWARE
NT_ESET_AVBE

RHL_ESET_FSU

WIN_ESET_EAV
WIN_ESET_FSW
WIN_ESET_RAC

WIN_ESET_RAS.

WIN_ESET_RAS_CFG
SMILEY_FAD_CONFIG

Schedule G Annex B Version 12.0

Page 80 of 104

Planning and management of physical
data centres

EMULEX HB ANYWHERE

Delivers updated firmware and drivers
for HBAs - installs HBAnyware

Emulex Firmware Update with
HBAnyware

ESET Antivirus Business Edition

ESET File Security for UNIX

ESET Endpoint Antivirus Windows
ESET File Security for Windows Server
ESET Remote Administration Console
ESET Remote Administration Server

ESET Remote Administration Server
Configuration

Smiley FAD info

Tracks the customer hardware in data
centre racks. Shared across all our
hosting customers and is used as part of
the POA Service Management Service:

Storage Array Tools and Library

Storage Array Tools and Library

Emulex BUS adapter software

Anti virus toolset for Windowsand Linux
Anti virus toolset for Windowsand Linux
Anti virus toolset for Windowsand Linux
Anti virus toolset for Windowsand Linux
Anti virus toolset for Windowsand Linux

Anti virus toolset for Windowsand Linux

ESET COTS software

Information about Post Office counters

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‘SUPPLIER ‘SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
FILEZILLA WIN_FILEZILLA_INSTALL Filezilla server and Client File transfer solution
FSC PR_BLADEFRAME_CONFIG PR BladeFrame Config Storage Array Tools and Library
Detector and resolver of Server
FSC SV_SNMP_AGENTS_WIN_CONFIG Serverview SNMP Agents hardware issues
Helpdesk to monitor updates on the
hardware calll logged.
FUJITSU Crisp Used by SMC Fujitsu Helpdesk Tool
Help Desk Interface (was called OTI),
standard help desk communication
protocol.
Used between Peak and TfS and
FUJITSU. HDI between TfS and D1. Fujitsu tool to connect Helpdesks
To send out a SMS to a predefined
group of POA numbers.
FUJITSU Wincast SMS Used by SMC Fujitsu tool for Alerting

FUJITSU SIEMENS

FUJITSU SIEMENS

FUJITSU SIEMENS

FUJITSU SIEMENS
FUJITSU SIEMENS
FUJITSU SIEMENS

FUJITSU SIEMENS

RHL_INTER_APPSRV_ENT

FJ_SERVERSTART_V6705_CONFIG

KVM_S3_CLIENT

PR_BLADEFRAME_CONFIG
FJS_MIBS.

RHL_TPM_SOAPCLIENT

SERVERVIEW_RHL_CONFIG

Schedule G Annex B Version 12.0

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Interstage Application Server
Enterprise - Linux

Fujitsu Siemens Primergy ServerStart
CD1 Version 6.705 Config

Fujitsu Siemens KVM S3 Client
software (Windows)

PR BladeFrame Config
Vendor Enterprise MIBs

TPM SOAP Client

ServerView RHL Configuration

Fujitsu Product

Configuration Tool for Fujitsu Servers

Virtual Machine Software

Configuration for Stateless Servers
(Blades)

Fujitsu Product

Fujitsu Product

Fujitsu Product

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SUPPLIER

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

FUJITSU SIEMENS
GNU

GNU
GPG4WIN.ORG
HELIOS

HELIOS

HEWLETT PACKARD

HEWLETT PACKARD
HEWLETT PACKARD.
HEWLETT PACKARD

HEWLETT PACKARD

HEWLETT_PACKARD

HEWLETT_PACKARD
HEWLETT_PACKARD

HEWLETT_PACKARD

IBM

SERVERVIEW_SOL_CONFIG
GPG_4_WIN

NET_CAT

GPG4WIN
HELIOS_TEXTPAD_V5_03_CONFIG

HELIOS_TEXTPAD_V5_03_CONFIG

Quality Centre (QC)

WinRunner
RHL_ITM_ATALLA_BASE
RHL_ITM_ATALLA_CFG
WIN_ERP_APSCHEMA.

HP_HSM_REMOTE_MNGT_UTILITY_V1_4_CONFI
G

HP_SCA_USB_DRIVERS_V4_CONFIG
HSM_SYSTEM_SOFTWARE_CONFIG_DELIVERY

OPENVIEW_NNM

IBM_JAVA2_SDK_AMD64_1_4_2_13_CONFIG

Schedule G Annex B Version 12.0

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ServerView Solaris Configuration
Open source GNU PGP
NetCat TCP/UDP listener

File and email encryption software
Used by Test.

Helios Textpad Version 5.03 Config

Helios Textpad Version 5.03 Config

Defect and Test plan manager.
Used by Test

Automated functional GUI testing tool
Used by Test

Atalla Monitoring Base installation
Atalla Monitoring configuration
Alarm Point Schema for the ERP

HSM Remote Management Utility -
SCA Client

SCA USB Drivers
HSM System Software Configuration

Openview Network Node Manager

IBM Java2 SDK AMD64 1.4.2-13
Config

Fujitsu Product

Tooiset for encrypting data
Network Monitoring Toolset
Toolset for encrypting data
Text Editor

Script documenting toolset

Test Management toolset

Test Management toolset
Cryptography toolset
Cryptography toolset

Information Management toolset

Management of Cryptography

Drivers for a HP SCSI Disk to be able to
use USB

Management of Cryptography

Network Management Tool

Java Librarires

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FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms

IBM MAESTRO_NT_GUI Maestro GUI for NT Job Scheduler
Maestro Scheduler for Solaris Master

IBM MAESTRO_RDT_MASTER_SOLARIS_INSTALL Install Job Scheduler
IBM Tivoli Monitoring version 6.2.3

IBM RHL_ITM_AGENT FP0001 Linux Agents Enterprise Management Tool
IBM Tivoli Monitoring version 6.2.3

IBM RHL_ITM_AGENT623 Agents RHL Enterprise Management Tool
RHL ITM 6.2.1 FP02 OS and UA agent

IBM RHL_ITM_AGENTUPGRADE upgrade product Enterprise Management Tool

IBM RHL_ITM_OSAGENTBASE IBM Tivoli Monitoring OS Agent Base. Enterprise Management Tool

IBM RHL_ITM_TEMSBASE IBM Tivoli Monitoring TEMS Base Enterprise Management Tool
ITM Database Monitoring TEMS.

IBM RHL_ITM_TEMSDM Update Enterprise Management Tool
ITM 6.2.1 FP02 TEMS upgrade

IBM RHL_ITM_TEMSUPGRADE product Enterprise Management Tool
IBM Tivoli Monitoring version 6.2.3

IBM RHL_ITM_TEMSUPGRADE623 TEMS Enterprise Management Tool
IBM Tivoli Monitoring Universal Agent

IBM RHL_ITM_UNIAGENTBASE Base Enterprise Management Tool
Redhat Enterprise Linux NCO Licence

IBM. RHL_NCO_LICSVRBASE Server Base Enterprise Management Tool

IBM RHL_NCO_OMNIBASE Netcool Omnibus Base Enterprise Management Tool
IBM Tivoli Netcool OMNibus 7.3.0

IBM RHL_NCO_OMNIBASE730 Linux Enterprise Management Tool
IBM Tivoli Netcool OMNIbus 7.3.1

IBM RHL_NCO_OMNIBUS FP0004 Linux Enterprise Management Tool

Schedule G Annex B Version 12.0
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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms

IBM RHL_NCO_OMNIPATCH Linux Netcool! Omnibus Fixpack 4 Enterprise Management Tool
IBM Tivoli Netcool OMNIbus 7.3.0

IBM RHL_NCO_OMNIPATCH730 Linux FP0008 Enterprise Management Tool
IBM Tivoli Netcool OMNibus Oracle

IBM RHL_NCO_ORAGATE730 Gateway 5.0 Linux Enterprise Management Tool

IBM RHL_NCO_PROBEBMC. Netcool Omnibus BMC Probe Enterprise Management Tool
IBM Tivoli Netcool OMNIbus TEC EIF

IBM RHL_NCO_PROBEEIF730 Probe 11.0 Linux Enterprise Management Tool

IBM. RHL_NCO_PROBEGLF IBM Netcool Linux GLF Probe Enterprise Management Tool
IBM Tivoli Netcool OMNIbus GLF

IBM RHL_NCO_PROBEGLF730 Probe 8.0 Linux Enterprise Management Tool

IBM RHL_NCO_PROBESNMP. Netcool Omnibus SNMP Probe Enterprise Management Tool
IBM Tivoli Netcool OMNIbus SNMP_

IBM RHL_NCO_PROBESNMP730. Probe 12.0 Linux Enterprise Management Tool

IBM RHL_NCO_PROBESYSLOG Netcool Omnibus Syslog Probe Enterprise Management Tool
IBM Tivoli Netcool OMNibus Syslog

IBM RHL_NCO_PROBESYSLOG730 Probe 7.0 Linux Enterprise Management Tool

IBM RHL_NCO_PROBETECAD Netcool Omnibus TECAD Probe Enterprise Management Tool
Red hat Linux Realtime Active

IBM RHL_NCO_RAD. Dashboards Enterprise Management Tool
1BM Tivoli Business Systems Manager

IBM RHL_NCO_RADPATCH Patch Enterprise Management Tool
RHL Netcool Omnibus Reporter Oracle

IBM RHL_NCO_REPGATE Gateway Enterprise Management Tool

Schedule G Annex B Version 12.0
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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
Netcool Omnibus Security Manager
IBM. RHL_NCO_SECMANBASE Base Enterprise Management Tool
IBM RHL_NCO_TBSM_DATASVR TBSM Data Server Enterprise Management Tool
IBM RHL_NCO_TBSM_EXPORT TBSM Services Export Enterprise Management Tool
Netcool Omnibus Oracle Gateway for
IBM RHL_NCO_TBSM_ORAGATE TBSM Enterprise Management Tool
IBM. RHL_NCO_WEBTOPBASE Netcool Omnibus Webtop Base Enterprise Management Tool
Netcool Webtop Server upgrade to
IBM RHL_NCO_WEBTOPBASE_PATCH Webtop version 2.1 Enterprise Management Tool
Redhat Enterprise Linux IBM Tivoli
Configuration Manager Product
IBM RHL_TCM_CMBASE Version 1 Enterprise Management Tool
IBM RHL_TMF_FWKBASE Tivoli Framework Base Enterprise Management Tool
IBM RHL_TMF_FWKPATCH Tivoli Framework Patches Enterprise Management Tool
IBM Tivoli Provisioning Manager Fix
IBM RHL_TPM_FP2 Pack 2 v5.1.0.2 Enterprise Management Tool
IBM RHL_TPM_SVRBASE RHL Tivoli Provisioning Manager Enterprise Management Tool
IBM RHL_TRC_SVRBASE IBM Tivoli Remote Control Base Enterprise Management Tool
IBM Tivoli Monitoring version 6.2.3
IBM SOL_ITM_AGENT623 Agents SOL Enterprise Management Tool
SOL ITM 6.2.1 FP02 OS and UA agent
IBM SOL_ITM_AGENTUPGRADE upgrade product Enterprise Management Tool
IBM SOL_ITM_OSAGENTBASE Solaris IBM Tivoli Monitoring OS Agent — Enterprise Management Tool
Solaris IBM Tivoli Monitoring Universal
IBM SOL_ITM_UNIAGENTBASE Agent Base Enterprise Management Tool

Schedule G Annex B Version 12.0
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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms

Solaris Enterprise Linux NCO Licence

IBM SOL_NCO_LICSVRBASE Server Base Enterprise Management Tool

IBM SOL_NCO_OMNIBASE Solaris Netcool Omnibus Base Enterprise Management Tool

IBM SOL_NCO_OMNIPATCH Solaris Netcool Omnibus Fixpack 4 Enterprise Management Tool

IBM SOL_NCO_PROBESYSLOG Netcool Omnibus Probe Syslog Enterprise Management Tool
Tivoli Workload Scheduler for Linux

IBM TWS_AGENT_LINUX_INSTALL Agent Install Enterprise Management Tool
Tivoli Workload Scheduler for Agent

IBM TWS_AGENT_LINUX_UPGRADE_FPS Linux Upgrade FP5 Enterprise Management Tool
Tivoli Workload Scheduler for Solaris

IBM TWS_AGENT_SOLARIS_INSTALL Agent Install Enterprise Management Tool
Tivoli Workload Scheduler for Agent

IBM TWS_AGENT_SOLARIS_UPGRADE_FPS Solaris Upgrade FPS Enterprise Management Tool
Tivoli Workload Scheduler for Windows

IBM TWS_AGENT_WINDOWS_INSTALL. Agent Install Enterprise Management Tool
Tivoli Workload Scheduler for Windows

IBM. TWS_AGENT_WINDOWS_UPGRADE_FP5. Upgrade FP5 Enterprise Management Tool
Job Scheduling Console (User

IBM TWS_JSC. Interface) Enterprise Management Tool

IBM TWS_JSC_UPGRADE_FP6 Job Scheduling Console Fixpack 6 Enterprise Management Tool
Tivoli Workload Scheduler for Solaris

IBM TWS_MASTER_SOLARIS_INSTALL Master Install Enterprise Management Tool
Tivoli Workload Scheduler for Master

IBM TWS_MASTER_SOLARIS_UPGRADE_FP5 Solaris Upgrade FP5 Enterprise Management Tool

IBM TWS_MASTER_SOLARIS_UPGRADE_FP6. Fix Pack 6 for TWS 8.3 (Solaris) Enterprise Management Tool

Schedule G Annex B Version 12.0
Page 86 of 104

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FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms

Tivoli Workload Scheduler for Linux

IBM TWS_RDT_AGENT_LINUX_INSTALL Agent Install - RDT Enterprise Management Tool
Tivoli Workload Scheduler for Solaris

IBM TWS_RDT_MASTER_SOLARIS_INSTALL Master Install - RDT Enterprise Management Tool
IBM DB2 Enterprise Server Edition

IBM WIN_DB2_ESE82BASE Base Enterprise Management Tool

IBM WIN_IBM_JRE IBM Java Runtime Environment 1.5.0 Enterprise Management Tool
IBM Tivoli Monitoring version 6.2.3

IBM WIN_ITM_AGENT623 Agents Enterprise Management Tool
WIN ITM 6.2.1 FP02 OS and UA agent

IBM WIN_ITM_AGENTUPGRADE upgrade product Enterprise Management Tool

IBM WIN_ITM_DB2AGENTBASE Windows ITM DB2 Agent Base Enterprise Management Tool
IBM Tivoli Monitoring version 6.2.3

IBM WIN_ITM_DWHUPGRADE623, DWH Enterprise Management Tool

IBM. WIN_ITM_OSAGENTBASE IBM Tivoli Monitoring OS Agent Enterprise Management Tool
IBM Tivoli Monitoring Windows OS.

IBM WIN_ITM_OSAGENTBASE2 Agent Enterprise Management Tool
IBM Tivoli Monitoring version 6.2.3

IBM WIN_ITM_SQLAGENT623 SQL Agent Enterprise Management Tool

IBM WIN_ITM_SQLAGENTBASE ITM SQL Database Monitoring Agent _ Enterprise Management Tool

IBM WIN_ITM_SQLAGENTSUPPORT ITM SQL Agent support for TEMS Enterprise Management Tool

IBM WIN_ITM_TEPSBASE IBM Tivoli Monitoring TEPS Base Enterprise Management Tool
WIN ITM Tivoli Enterprise Portal Server

IBM WIN_ITM_TEPSDM Database Monitoring Enterprise Management Tool

Schedule G Annex B Version 12.0
Page 87 of 104

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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
ITM 6.2.1 FP02 TEPS upgrade product
IBM WIN_ITM_TEPSUPGRADE for Windows Enterprise Management Tool
1BM Tivoli Monitoring version 6.2.3
IBM WIN_ITM_TEPSUPGRADE623 TEPS Enterprise Management Tool
IBM WIN_ITM_UNIAGENTBASE IBM Tivoli Monitoring Universal Agent Enterprise Management Tool
IBM WIN_NCO_LICSVRBASE Windows Licence Server Base Enterprise Management Tool
IBM WIN_NCO_OMNIBASE Windows NCO Omni Base Enterprise Management Tool
IBM WIN_NCO_OMNIBASE730 1BM Tivoli Netcool Omnibus 7.3.0 Enterprise Management Tool
IBM Tivoli Netcool OMNibus 7.3.1
IBM. WIN_NCO_OMNIBASE731 Windows Enterprise Management Tool
IBM WIN_NCO_OMNIPATCH Windows Netcool Omnibus Fixpack 4 Enterprise Management Tool
IBM Tivoli Netcool OMNIbus 7.3.1
IBM WIN_NCO_OMNIPATCH731 FP003 Windows Enterprise Management Tool
IBM. WIN_NCO_REPORTER Windows IBM Netcool Reporter Enterprise Management Tool
IBM WIN_NCO_TBSM_DASHBOARD TBSM Dashboard Server Enterprise Management Tool
IBM Tivoli Netcool Omnibus Webgui
IBM WIN_NCO_WEBGUI730. 7.3.0 Enterprise Management Tool
WIN IBM TEM Infrastructure Upgrade
IBM WIN_TEM_81608UPGRADE to 8.1.608 Enterprise Management Tool
IBM WIN_TEM_CONSOLE IBM TEM Console Enterprise Management Tool
IBM. WIN_TEM_SERVERBASE IBM TEM Server Software Enterprise Management Tool
Windows Tivoli Management
IBM WIN_TMF_EPBASE Framework Endpoint Enterprise Management Tool

Schedule G Annex B Version 12.0
Page 88 of 104

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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
IBM Tivoli Desktop SWD 4.2.3 Config
IBM WIN_TMF_TIVDTSWD. (WIN_TMF_TIVDTSWD) Enterprise Management Tool
Tivoli Workload Scheduler Agent
IBM WIN_TWS_AGENT Windows Enterprise Management Tool
Tivoli Endpoint Management Agent for
IBM NT_TEM_AGENT NT4 IBM COTS software
IBM NT_TEM_RELAY NT TEM Relay IBM COTS software
IBM RHL_ITM_NETCOOL_AGENT RHL ITM Netcool Agent IBM COTS software
IBM RHL_NCO_AUDITGATE Oracle Gateway for Event Audit Point IBM COTS software
IBM RHL_NCO_BIGATE Netcool Bi Directional Gateway IBM COTS software
Netcool Omnibus Event Server
IBM RHL_NCO_ESFBASE Framework Base IBM COTS software
IBM RHL_NCO_NETINFBASE Netcool Omnibus Net Interfaces Base IBM COTS software
IBM Tivoli Netcool OMNibus 7.3.0
IBM RHL_NCO_OMNIBASE730 Linux IBM COTS software
IBM Tivoli Netcool OMNIbus Oracle
IBM RHL_NCO_ORAGATE730 Gateway 5.0 Linux IBM COTS software
IBM RHL_NCO_PROBEBMC Netcool Omnibus BMC Probe IBM COTS software
IBM RHL_NCO_PROBETECAD Netcool Omnibus TECAD Probe IBM COTS software
IBM RHL_NCO_PROXYSVRBASE Netcool Omnibus Proxy Server Base IBM COTS software
IBM Tivoli Business Systems Manager
IBM RHL_NCO_RADPATCH Patch IBM COTS software
RHL Netcool Omnibus Reporter Oracle
IBM RHL_NCO_REPGATE Gateway IBM COTS software

Schedule G Annex B Version 12.0
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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms

IBM RHL_NCO_TBSM_DATASVR TBSM Data Server IBM COTS software
Tivoli Endpoint Management Agent for

IBM RHL_TEM_AGENT Red Hat Linux IBM COTS software

IBM RHL_TEM_AGENT_RHELS TEM Agent for RHELS platforms IBM COTS software
Tivoli Management Framework

IBM RHL_TMF_EPBASE Endpoint Base IBM COTS software
IBM Tivoli Provisioning Manager Fix

IBM RHL_TPM_FP2 Pack 2 v5.1.0.2 IBM COTS software

IBM RHL_TPM_SVRBASE RHL Tivoli Provisioning Manager IBM COTS software
SOL ITM Tivoli Workload Scheduler

IBM SOL_ITM_TWS_AGENT Agent IBM COTS software
Solaris Enterprise Linux NCO Licence

IBM SOL_NCO_LICSVRBASE Server Base IBM COTS software

IBM SOL_NCO_PROBEGLF SOLARIS GLF Probe IBM COTS software
Tivoli Endpoint Management Agent for

IBM SOL_TEM_AGENT Solaris IBM COTS software
Solaris Tivoli Management Framework

IBM SOL_TMF_EPBASE Endpoint Base IBM COTS software
Tivoli Workload Scheduler for Linux

IBM TWS_AGENT_LINUX_INSTALL Agent Install IBM COTS software
Tivoli Workload Scheduler for Solaris

IBM TWS_AGENT_SOLARIS_INSTALL Agent Install IBM COTS software
Tivoli Workload Scheduler for Windows

IBM TWS_AGENT_WINDOWS_INSTALL Agent Install IBM COTS software
Tivoli Workload Scheduler for Solaris

IBM TWS_MASTER_SOLARIS_INSTALL. Master Install IBM COTS software

Schedule G Annex B Version 12.0
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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
IBM Tivoli Monitoring version 6.2.3
IBM WIN_ITM_SQLAGENT623 SQL Agent IBM COTS software
IBM WIN_ITM_TEPSBASE IBM Tivoli Monitoring TEPS Base IBM COTS software
IBM WIN_NCO_OMNIPATCH_721 Netcool Omnibus Patch 7.2.1 IBM COTS software
IBM Tivoli Netcool OMNIbus 7.3.1
IBM WIN_NCO_OMNIPATCH731 FP003 Windows IBM COTS software
IBM WIN_NCO_PROBEWIN Windows NCO Event Log Probe IBM COTS software
Window Generic LogFileProbe for the
IBM WIN_NCO_RGP_PROBEGLF RGP Platform IBM COTS software
TEM Relay for Red Hat Linux Version
IBM WIN_TEM_81639RELAYUPGRADE 8.1.639 IBM COTS software
Tivoli Endpoint Management Agent for
IBM WIN_TEM_AGENT Windows IBM COTS software
Tivoli Endpoint Management (TEM)
IBM WIN_TEM_EFS_RELAY Relay IBM COTS software
IBM WIN_TEM_LICENSE IBM TEM License Keys IBM COTS software
IBM WIN_TEM_LINUX_SIE TEM sha‘ for Linux SIE IBM COTS software
the Doors system enables POA to
receive and store requirements from the
PO doors system and to make those
available to our test service Quality
IBM. Doors Requirements repository Centre
IBM WIN_ERP_TNSNAMES Netcool Reporter tnsnames IBM COTS software

IET - INTELLIGENT
ELECTRONICS

Schedule G Annex B Version 12.0
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Service scheduler; assigning to
engineers and transferring to relevant
groups.

Used by HSD

Scheduling Tool

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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
INTEL WIN_INTEL_TEAMING_CONFIG Windows Intel Teaming Configuration Network Management Tool
JSCAPE POA_JSCAPE_SERVER_7_2_1_0 JScape server software product File transfer solution

LAME-INDUSTRIES
LAUNCHPAD
MCAFEE

MCAFEE

MERANT INT.

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

Lamegen password generator
DXI_V6
DXxI_V6

INTRUSION_PREVENTION

PVCS

LINUX_32BIT_24_ACQUIRE_V820_CONFIG

LINUX_64BIT_24_ACQUIRE_V820_CONFIG

METRON_ATHENE_810_WKSTN

METRON_ATHENE_ACQUIRE_8_60_INSTALL

METRON_ATHENE_PERF_DB_SRV_SW_V8_CON
FIG

METRON_ATHENE_V8_4

Schedule G Annex B Version 12.0

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Generates random passwords given a
mask and length
Used by HSD

McAfee Web Gateway v6.x
McAfee Web Gateway v6.x

Intrusion Prevention

Software , document and change
repository (CP's etc) for history and
counters applications.

Used by Integration, Release
Management, SSC,Change
Management, Audit

Acquire for Linux 2.4 32 Bit Version
8.20 Config

Acquire for Linux 2.4 64 Bit Version
8.20 Config

Metron Athene 810 Workstation

Metron Athene Acquire 8.60

Metron Athene Performance Database
Server Software Version 8.00 Config

Metron Athene 8.4 Upgrade

Security Tool
Security Tool

Security Tool

Security Tool

Change, Document and Configuration
Management Toolset

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

POINQ0004059F
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FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SUPPLIER

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY
MICROSOFT
MICROSOFT
MICROSOFT

MICROSOFT

MICROSOFT
MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

SOLARIS_28_ACQUIRE_V801_CONFIG

WINDOWS_ACQUIRE_V80001_CONFIG

LINUX_32BIT_24_ACQUIRE_V820_CONFIG

SOLARIS_28_ACQUIRE_V801_CONFIG

WINDOWS_ACQUIRE_V7_5
EST_MICROSOFT_JDBC
EST_MS_CAPICOM

MS_BSA_2_2_ CONFIG

MS_DOTNET_FRAMEWORK_V2_CONFIG

MS_IEXPORE_5_5_INSTALL

MS_SOAP_CONFIG.

MS_SQL_2005_SVR_DEV_EDN

MS_SQL_SRV_2005_CONFIG

MS_SQL_SVR_2005_32_BIT_MS_ALL_CFG

MS_SQL_SVR_2005_ENT_EDN_32BIT_CONF

Schedule G Annex B Version 12.0

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Acquire for Solaris 2.8 Version 8.0.1
Config

Acquire for Windows Version 8.00.01
Config

Acquire for Linux 2.4 32 Bit Version
8.20 Config

Acquire for Solaris 2.8 Version 8.0.1
Config

Athene 7.5 Acquire Package for VPX
EST Microsoft JDBC

Microsoft Capicom

Microsoft BSA 2.2 Config

Microsoft DotNet Framework v2.0
Config

Internet explorer 5.5 Install
MS SOAP Config

Microsoft SQL 2005 Server Developer
Edition

Microsoft SQL Server 2005 JDBC
Driver 1.1 Config

Microsoft SQL Server 2005 32 Bit MS
All Config

Microsoft SQL Server 2005 Enterprise
Edition 32 bit Config

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Linux toolset

Solaris toolset

Windows toolset
Java Librarires
Cryptographic Tool

Security Tool

Application Framework Builder

Browser

Web Library

Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System

POINQ0004060F
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CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
Microsoft SQL Server 2005 Standard
MICROSOFT MS_SQL_SVR_2005_STD_EDN_32_BIT_DVD_CFG _ Edition Config Database Server Operating System
Microsoft SQL Server 2005 Standard
MICROSOFT MS_SQL_SVR_2005_STD_EDN_32_BIT_SP2_CFG _ Edition Service Pack 2 Config Database Server Operating System
MICROSOFT MS_SQL_SVR_2005_X86_SP3_CONF Microsoft SQL Server 2005 x86 SP3 Database Server Operating System
MICROSOFT MSVS_ADMIN_WEBSITE_CONFIG MSVS Admin Website Config Software Development Environment
MICROSOFT NT_TTCP Tool to generate network traffic Network Management Tool
MICROSOFT PSTOOLS_SUITE_CONFIG PSTools suite from Microsoft Probem Management Tolkit
Microsoft SQL 2000 Server Service
MICROSOFT SQL2K_SP4_CONFIG Pack 4 CONFIG Database Server Operating System
SQL 2000 Enterprise Edition with SP3
MICROSOFT SQL2KENT_SP3_CONFIG Config Database Server Operating System
Configuration files for Virtual Private
MICROSOFT VDX_SVR_CONFIG VDX Server Configuration Network Loopback Workstation
Configuration files for Virtual Private
MICROSOFT VPX_SVR_CONFIG VPX Server Configuration Network Server
Configuration files for a virtual discrete
MICROSOFT VSD_SVR_CONFIG VSD Server Config server
Configuration files for a virtual
MICROSOFT VSH_SVR_CONFIG VSH Server Config Bladeframe server
Microsoft Windows 2003 Resource Kits Software Configuration and
MICROSOFT W2K3_RES_KITS_CONFIG Config Documentation
Microsoft Windows 2003 Support Tools Software Configuration and
MICROSOFT W2K3_SUPP_TOOLS_CONFIG Config Documentation
MICROSOFT WIN_AD_ACD_GPMO_TOOLS WIN_AD_ACD_GPMO_TOOLS. User Management Tools

Schedule G Annex B Version 12.0

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CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
MICROSOFT WIN_AD_ACD_RES_KIT WIN_AD_ACD_RES_KIT User Management Tools
MICROSOFT WIN_AD_ACD_SP2_ADMIN_PAK WIN_AD_ACD_SP2_ADMIN_PAK User Management Tools
MICROSOFT WIN_ADMIN_PACK_CONFIG Windows Admin Pack Config Server Management tools
MICROSOFT WIN_PWR_SHELL_CONFIG. Windows Power Shell System Administration Tools
MICROSOFT WIN_TEM_SQLSERVERBASE IBM TEM SQL Server 2008 R2 Build Database Server Operating System
MICROSOFT WIN2K3_SDK Windows 2003 SDK Software Development Environment
MICROSOFT WINDOWS_MSOFFICE2K3 Microsoft Office Professional 2003 Desktop Applications
MICROSOFT SQL Server 2000 Enterprise Enterprise database, used by Peak Database Server Operating System
‘When many virtualised platforms exist
ona single host, this software is used
to access those platforms (e.g. VPX
servers on VSD platforms)
MICROSOFT Virtual Machine Remote Client (VMRC) Used by SSC, ISD, Test Virtualised Management Tool
Visual Source Safe, source code
control.
MICROSOFT VSS 2005 Used by Development, SSC Source Code Management Tool
Microsoft SOAP v3 and Microsoft XML
MICROSOFT MS_SOAP_V3_AND_XML_V4_CONFIG v4 Config Microsoft tools
Microsoft Office 2003 Web
MICROSOFT WIN_SMG_OWCOMP11 Components 11 Microsoft Office tools
MICROSOFT WIN_SMG_PSHELL10 PowerShell 10 Microsoft tools
MICROSOFT WIN_SMG_WININST45, Microsoft Windows Installer 4.5 Microsoft tools
MICROSOFT WIN_SUPPORT_ADMIN_TOOLS Windows Support Team Admin Tools Microsoft tools

Schedule G Annex B Version 12.0

Page 95 of 104

POINQ0004062F
FUJ00000003

FUJ00000003
CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
Windows Tivoli Configuration Manager
MICROSOFT WIN_TCM_CMCONF Product Microsoft tools
MOZILLA FIREFOX Mozilla Firefox Browser
Disk image software used to snapshot
a complete build
NORTON Ghost Used by Test. Backup Tool
OPEN_SOURCE CACTI Network monitoring server Network Management Tool

OPEN_SOURCE

OPEN_SOURCE

OPEN_SYSTEMS_COMPUTI
NG_PTY

OPEN_SYSTEMS_COMPUTI
NG_PTY

OPENTEXT
ORACLE
ORACLE
ORACLE
ORACLE

ORACLE

ORACLE

MA_FILE_TRANSFER_CURL

MA_FILE_TRANSFER_WINSCP

OSC_RADIATOR_FOR_PBS

RTRBOOT_RADIATOR

JAVA6_JRE_INSTALL

JDK_V5_ORACLE_JDBC_CONFIG
ORACLE_APP_SVR_10G_V10_1_10_CONFIG
ORACLE_CLIENT_10GR2_CONFIG

ORACLE_CLIENT_10GR2_LNX_CONFIG

ORACLE_CLIENT_WITHSQLWRKSHT_10GR2

Schedule G Annex B Version 12.0

Page 96 of 104

MA File Transfer Curl

WinSCP client software

OSC Radiator for PBS

RTRBOOT Radiator

Data Archiving for SAP Solutions 350
users

Apply Sun Java 6 runtime (JRE)

JDK 5 jars - Oracle JDBC driver (class
4)

Oracle Application Server 10g v10.1.0
Oracle Client 10gR2 Config

Oracle Client 10gR2 for Linux x86

Oracle Client 10GR2 with
SQLWRKSHT

File transfer solution

File transfer solution

Authentication, Authorisation and
Accounting Tool

Authentication, Authorisation and
Accounting Tool

File System Archiving Tool
Enterprise Information Management tool
Database Server Operating System
Database Server Operating System
Database Server Operating System
Database Server Operating System

Database Server Operating System

Database Server Operating System

POINQ0004063F
FUJ00000003
FUJ00000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
ORACLE ORACLE_CLUSTERWARE_CONFIG Oracle Clusterware v10.2.0.1 Config Database Server Operating System
ORACLE ORACLE_DATABASE_CONFIG Oracle Databasev10.2.0.1 Config Database Server Operating System
ORACLE ORACLE_FORMS_REPORTS_CFG. Oracle Forms and Reports6i v6.0.8.11 Database Server Operating System
ORACLE ORACLE_JINITIATOR_V1_3122_CONFIG Oracle Jinitaitor V1.3.1.22 Database Server Operating System
ORACLE ORACLE_PATCH_CONFIG Oracle Patch v10.2.0.3 Config Database Server Operating System
ORACLE ORACLE_WEBUTIL_V1_06_CFG. Oracle WebUtil 1.0.6 Config Database Server Operating System
Oracle Java 6 configuration for the
ORACLE PODG_EXT_JAVA_6_JRE_CONFIG External PODG Server Database Server Operating System
Oracle Enterprise Manager Agent
10.2.0.3.0 agent product for 64 bit
ORACLE RHL_OEM_CONFIGURATE_CFG. Linux. Database Server Operating System
RedHat Linux Oracle 10 Client Full
ORACLE RHL_ORA_CLIENT10GFULL_CONFIG Version 1.0 Config Database Server Operating System
Oracle Enterprise Manager Agent
ORACLE SOL_OEM_CONFIGURATE 10.2.0.3.0 agent product for Solaris Database Server Operating System
Oracle 11GR2 Client tools for
ORACLE SPN_ORACLE_CLIENT_11GR2_BRSSACCESS accessing BRSS database Database Server Operating System
ORACLE WIN_EDS_APEX Oracle Application Express Database Server Operating System
Oracle Enterprise Manager (OEM)
ORACLE WIN_EDS_EMREPSW_CFG 10.2.0.2 v2 Base software installation Database Server Operating System
ORACLE WIN_EDS_SERVERBASE Windows EDS Server Base Database Server Operating System
ORACLE WIN_ERP_ORAPATCH10205 Oracle 10.2.0.5 upgrade for ERP Database Server Operating System
ORACLE WIN_OES_OEM11G_OWS. Oracle Weblogic Server 10.3.2 Database Server Operating System

Schedule G Annex B Version 12.0

Page 97 of 104

POINQ0004064F
FUJ00000003
FUJ00000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms

Installation of OMS base software

ORACLE WIN_OES_OMSSW 10.2.0.2 Database Server Operating System

ORACLE WIN_ORA_ICLNT_10205 Oracle Instant Client 10205 Database Server Operating System

ORACLE WIN_ORA_REP10GBASE Windows Oracle 10G Database Build Database Server Operating System
Oracle 10G Client for Netcool Omnibus

ORACLE RHL_ORA_TBSM_10GCLIENT Oracle Oracle COTS software

ORACLE WIN_EDS_SERVERBASE Windows EDS Server Base Oracle COTS software

ORACLE WIN_EDS_EXCPTNMON_APP APEX Exceptions Application Oracle COTS software
PostGreSQL tools

PGADMIN.ORG PGAdmin3 Used by SSC. Database Management Tools

PGP_COHORT_TECHNOLO.
GY

PLATFORMS_STORAGE_TE
AM
QCARD

QUEST_SOFTWARE

QUEST_SOFTWARE
QUEST_SOFTWARE

QUEST_SOFTWARE

QUEST_SOFTWARE.

PGP_DESKTOP_PRO

HNGX_WIN_BOOTSTRAP_CONFIG

ICCSimDev

QUEST_PUTTY_V0_60_WIN_CONFIG

QUEST_PUTTY_V0_60_WIN_CONFIG
QVAS_ACD_CONFIG

WIN_SSN_VAS_ADMIN_TOOLS

Toad

Schedule G Annex B Version 12.0

Page 98 of 104

PGP Desktop Professional

HNG-X Windows Bootstrap Config

Test script development environment.
Used by Test.

Quest-PuTTY v0.60_q1.129 Windows
Config

Quest-PuTTY v0.60_q1.129 Windows
Config

QVAS Active Directory Config

Win SSN Vas Admin Tools

Oracle Database management and
development tool.
Used by Integration

Toolset for encrypting data

Fujitsu Configuration software

Test Toolset

Secure Shell toolset

User Management Toolset

User Management Toolset

User Management Toolset

Database Management Software

POINQ0004065F
FUJ00000003

FUJ00000003
CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
Virtual Observer - A service desk
standard to records calls for coaching.
RED BOX RECORDERS. vo Used by HSD Call Centre Monitoring Tool
RED_HAT RHL_JAVA_JDK Redhat JAVA Development Kit Linux toolset
RED_HAT RHL_JRE_X64 Red Hat Linux Java JRE 64 Bit Linux toolset
RED_HAT CAC_JAVA Java for Redhat 5 Linux Operating System Java Libraries
RED_HAT CACTI Network monitoring server Network Toolset
RED_HAT JBOSS_BASE_PLATFORM JBOSS Base Platform Application server for Java
OS_CLUSTER_RPMS for REDHAT
RED_HAT OS_CLUSTER_RPMS_4_8 48 Linux Clustering Server
Redhat 5.4 32 and 64 Bit Operating
RED_HAT RHEL5_4_32_64_OS_CONFIG System Configuration Linux Operating System
Redhat 5.8 32 and 64 Bit Operating
RED_HAT RHEL5_8 32_64_OS_CONFIG System Configuration Linux Operating System
RED_HAT RHL_NCO_PABASE Netcool Omnibus PA Base Monitoring Toolset
2 factor authentication software.
Used by Test, SSC, Security, SMC,
SAFENET SafeNet Token Utilities ISD Authentication Toolset
SAMBA JDK_V5_JARS_JCIF_CONFIG JDK 5 jars _Jeifs Interoperability Software
SAP SAP_GUI_7_10_CONFIG SAP GUI client 7.10 Business Management Software
Corporate website used to search and = Change
download documents Management/Audit/Development
SERENA Dimensions documentation website Used by all teams Toolset
Web Interface into Dimensions Change
Used by Change Management, Audit, Management/Audit/Development
SERENA SCM Web Based Tooling Development Toolset

Schedule G Annex B Version 12.0

Page 99 of 104

POINQ0004066F
FUJ00000003

FUJ00000003
CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
Software and document repository. Change, Document and Configuration
SERENA Dimensions Used by all teams Management Toolset
Generic Web Emulator Supporting
SLF4J WEB_EMULATOR_SUPPORT_LIBS Libraries Logging Toolset
GUI test script tool.
SMARTBEAR SOAPUI Used by Test Test Toolset
OHS configuration for OMDB to EDS
SMG WIN_EDS_OHSCONFIG Migration Fujitsu Configuration software

SNMP RESEARCH
SOPHOS.
SOPHOS
SOPHOS.
SOPHOS.
SOURCEFORGE

SPRINGSOURCE

STERLING_COMMERCE

STERLING_COMMERCE

STERLING_COMMERCE

SUN
SUN

OPENVIEW_NNM
SOP_AV_LINUX
SOP_SAVDI
SOP_AV_NT4_APP
SOP_AV_WIN_APP_95

XMING_INSTALL

WEB_GWS_SUPPORT_LIBS

STERLING_COM_CON_DIR

CON_DIR_SIM_CONF

STERLING_COM_CON_DIR

JAVA_RUNTIME_ENVIRONMENT_LNX_CONFIG
JAVA_SDK_6U7

Schedule G Annex B Version 12.0

Page 100 of 104

Openview Network Node Manager
Sophos Antivirus for Linux
Sophos Antivirus Daemon
Sophos Anti-Virus for NT4
Sophos Endpoint Security 9.5
Install Xming PC X server

Generic Web Service Framework 3rd
Party Support Libraries

Sterling Commerce Connect Direct
Windows Server v4.1.00 Config

Connect Direct Simulator Windows
Server Contig

Sterling Commerce Connect Direct
Windows Server v4.1.00 Config

Java Runtime Environment 1.5.0_12
for Linux

Java SDK 6 update 7

Network Toolset
Anti Virus tool
Anti Virus tool
Security Toolset
Security Toolset

Open System Server

Java Libraraies

File Transfer tool

File Transfer Toolset

File Transfer Toolset

Java Library
Java Library

POINQ0004067F
FUJ00000003
FUJ00000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
‘Systems Management Group: Support
Files - JAVA RUNTIME.
SUN RHL_SMG_JRE ENVIRONMENT Java Library
Solaris NMN and NCW Disk
SUN SOL_NW_DISK_INIT Configuration Java Library
SUN BAL_INTERSTAGE_JVM JRE required for OSR Sun Operating System
SUN CISCOWORKS_LMS NCW Server ‘Sun Operating System
SUN DXC_CLIENT_LINUX DXC Linux Client ‘Sun Operating System
SSN Windows Corporate Client for
SUN DXC_CLIENT_WIN32_SSN DXC Sun Operating System
Java Runtime Environment For 64 bit
SUN DXC_JRE_SOLARIS_SPARC_64 spare solaris ‘Sun Operating System
SUN EST_JAVA_CLIENT_DNP Generic Emdb Client ‘Sun Operating System
SUN EST_JAVA_CLIENT_DNS Generic Emdb Client Sun Operating System
SUN EST_JAVA_CLIENT_EPM Generic Emdb Client ‘Sun Operating System
Java Runtime Environment 1.5.0_12
SUN JAVA_RUNTIME_ENVIRONMENT_LNX_CONFIG for Linux Sun Operating System
JAVA_RUNTIME_ENVIRONMENT_V1.4.2_14_CON — Sun Java Runtime Environment
SUN FIG v1.4.2_14 Config ‘Sun Operating System
JAVA_RUNTIME_ENVIRONMENT_V1.5.0_12_CON Sun Java Runtime Environment
SUN FIG v1.5.0_12 Config ‘Sun Operating System
JAVA_RUNTIME_ENVIRONMENT_V1.6.0_01_CON = JAVA_RUNTIME_ENVIRONMENT
SUN FIG V1.6.0_01 Config ‘Sun Operating System
JAVA_RUNTIME_ENVIRONMENT_V1_¢
SUN NFIG Sun Java JRE Sun Operating System

Schedule G Annex B Version 12.0

Page 101 of 104

POINQ0004068F
FUJ00000003

FUJ00000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
JAVA_RUNTIME_ENVIRONMENT_V1_6_6_CONFI

SUN G Sun Java JRE V1.6_6 ‘Sun Operating System
SUN JAVA_SDK_6U7 Java SDK 6 update 7 ‘Sun Operating System
SUN JAVA6_JDK_INSTALL Apply Sun Java 6 development kit ‘Sun Operating System
SUN JRE_V1_5_0_CONFIG Java Development environment(1.5.0) I Sun Operating System

Merchant Acquirer File Transfer
SUN MA_FILE_TRANSFER component v1 ‘Sun Operating System

Java 6 JRE for Post Office Data
SUN PODG_JAVA_6_JRE_CONFIG Gateway Framework ‘Sun Operating System

Java 6 JRE for Generic Web Service
SUN WEB_GWS_JAVA_6_JRE_CONFIG Framework ‘Sun Operating System
SUN RHL_NCO_APJAVACLIENT RHL NCO AP Java Client SUN JRE
SUNFREEWARE_DOT_COM SYSLOG_NG_SOLARIS Syslog-NG for Solaris Logging Toolset
SYMANTEC. RHL_NBU_CLIENT Unix NetBackup Client Backup tool
SYMANTEC. NETBACKUP_JAVA_ADMIN_CONSOLE Install Veritas Netbackup Java Console Backup Toolset
SYMANTEC RHL_NBU_MASTER Linux NetBackup Master Server Backup Toolset
SYMANTEC. RHL_NBU_MEDIA_SVR. Linux NetBackup Media Server Backup Toolset
SYMANTEC SOL_NBU_SAN_MEDIA_SVR Solaris NetBackup SAN Media Server —_ Backup Toolset
SYMANTEC. WIN_NBU_CLIENT_64 Veritas Netbackup 6.5 64 bit Backup Toolset
SYMANTEC. WIN_NBU_SAN_MEDIA_SVR 'W2003 NetBackup SAN Media Server _ Backup Toolset
SYNTELLECT Commander/ Decision Manager Used by HSD Computer Telephony Integration Toolset

Schedule G Annex B Version 12.0

Page 102 of 104

POINQ0004069F
CONFIDENTIAL

CONFIDENTIAL

FOIA CONFIDENTIAL TREATMENT REQUESTED

FUJ00000003
FUJ00000003

SUPPLIER

SOFTWARE_PRODUCT

SOFTWARE_DESCRIPTION

Function in laymans terms

TALK TALK BUSINESS

TERRACOTTA

TIGHTVNC SOFTWARE

TOBI OETIKER

TORTOISESVN

TRIPWIRE_INC.

TRIPWIRE_INC.
TRIPWIRE_INC.
TRIPWIRE_INC.
TRIPWIRE_INC.
TRIPWIRE_INC.

TRIPWIRE_INC.

TRIPWIRE_INC.
TRIPWIRE_INC.
TRIPWIRE_INC.

TTB FADS

WEB_GWS_SUPPORT_LIBS

TightVNC

SmokePing

Tortoise Subversion 1.6.16

NT_TFS_AGENT

TFS_WIN_APP
TRIPWIRE_RHL_CONFIG
TRIPWIRE_SOL_CONFIG
WIN_TE_SERVERBASE
RHL_TE_AGENT

SOL_TE_AGENT

TFS_WIN_APP
WIN_TE_AGENT
WIN_TE_SERVERBASE

Schedule G Annex B Version 12.0

Page 103 of 104

TTB Faults and Diagnostics System to
check ADSL lines.
Used by HSD.

Generic Web Service Framework 3rd
Party Support Libraries

Virtual Network Connection to UNIX
and Windows.
Used by Integration

Monitor network latency, includes email
alerts.
Used by Networks.

Source control client GUI for windows.
Used by SSC

Tripwire for Servers Agent NT4

Tripwire for Servers Windows and XP
application

Tripwire for Linux
Tripwire for Solaris

Tripwire Enterprise Server Windows
Tripwire Enterprise Agent Linux
Tripwire Enterprise Agent Solaris

Tripwire for Servers Windows and XP
application

Tripwire Enterprise Agent Windows

Tripwire Enterprise Server Windows

Probem Management Tolkit

Job Scheduling Tool

Network Toolset

Network Toolset

Source Code Management

Tripwire COTS software

Tripwire COTS software
Tripwire COTS software
Tripwire COTS software
Tripwire COTS software
Security Toolset

Security Toolset

Security Toolset
Security Toolset

Security Toolset

POINQ0004070F
FUJ00000003
FUJ00000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SUPPLIER SOFTWARE_PRODUCT SOFTWARE_DESCRIPTION Function in laymans terms
Control Blade manager Configuration for Stateless Servers
UNKNOWN. PAN Manager Used by SMC, ISD (Blades)

WINDOWS_2003_SERVER_
FAMILY

WINDOWS_2003_SERVER_
FAMILY

WINDOWS_2003_SERVER_
FAMILY

WINDOWS_2003_SERVER_
FAMILY

WINDOWS_2003_SERVER_
FAMILY

WINDOWS_2003_SERVER_
FAMILY

WINMERGE
WINZIP_COMPUTING

WINZIP_COMPUTING
WIRESHARK

WISDOM_SOFT

CERT_AUTH_CFG_TEST

FTMS_D1_lIS_CONF

FTMS_IIS_CONFIG.

WIN_AD_SUB_CA_CONFIG

WIN_AD_SUB_CA_CONFIG_LIVE_ONLY

WIN_IIS_32BIT_CONFIG
WINMERGE_CONFIG

WINZIP_V11_1_CONFIG

WINZIP_V11_4_CONFIG
WIRESHARK_CONFIG

WDOM_SCRN_HUNTERS_CONFIG

Schedule G Annex B Version 12.0

Page 104 of 104

Certificate Authority Configuration -
Test Only

SRG IIS Configuration

FTMS IIS Configuration

Windows AD SUB CA Config

Live Sub-Certification Authority
Software Configuration

Windows IIS 32 Bit Config
WinMerge
Winzip v11.1 Config

Winzip v11.1 Config
Wireshark

WisdomSoft screen hunter 5 Free.

Authentication Toolset

Internet Information Services Toolset

File Transfer Toolset

Authentication Toolset

Authentication Toolset

Internet Information Services Toolset
File Comparison Tool

Data Compression tool

File Compression tool

Network Toolset

Screen Capture Tool

POINQ0004071F
FUJ00000003
FUJ00000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

Version History

13.0 23-Nov-2020 Updating as per CCN1630 and moving all
Schedules to v13.0

Schedule H Version 13.0
Page 1 of 7

POINQ0004072F
FUJ00000003

FUJ00000003
CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
SCHEDULE H
Digital Intellectual Property Provisions
1. Post Office will own all IP Rights in the Deliverables created and/or developed by or on behalf of Fujitsu

Services solely or jointly with Post Office on or after the Digital Start Date, save for the Listed Rights
and the rights referred to in paragraph 4 below (the “Digital IPR”).

2. Fujitsu Services now assigns to Post Office absolutely with full title guarantee free from any charge,
lien, encumbrance or other right in favour of any third party all present and future right, title and interest
in and to any and all Digital IPR. This assignment includes the right to bring, make, oppose, defend,
appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in
respect of any infringement, or any other cause of action arising from ownership, of any of the Digital
IPR whether occurring before, on, or after the date of this Agreement.

3. Without prejudice to paragraph 2, Fujitsu Services shall procure assignments from all Project
Consultants to Fujitsu Services (on similar terms to those set out in paragraph 2) of any Digital IPR to
be created by any Project Consultants prior to any engagement of any Project Consultant. Such
assignments shall also include waivers of moral rights.

4. Nothing in this Schedule shall prevent Fujitsu Services or Post Office from using data-processing
techniques, ideas and know-how gained during the performance of the Services in the furtherance of
its normal business including by its customers in connection with the delivery and use of its services,
(which shall for the avoidance of doubt entitle Post Office to use such data-processing techniques,
ideas and know-how for the same scope of activities as referred to in paragraph 8) to the extent that
this does not amount to a disclosure of Confidential Information or an infringement by Post Office or
Fujitsu Services of any IP Rights.

5. The Digital IPR shall not include:

a. any IP Rights created by or on behalf of Fujitsu Services (or any of its Group Companies from
time to time) prior to the Digital Start Date ;

b. any IP Rights created by or on behalf of Fujitsu Services (or any of its Group Companies from
time to time) at any time which have arisen other than from Fujitsu Services’ provision of the
Services;

c. the Horizon IPR (to which the ownership and licensing provisions under the Agreement shall
continue to apply);

d. the K5 IPR (which is proprietary to and shall remain owned by Fujitsu Services) including any
intellectual property rights in any developments to the Fujitsu K5 Platform whether or not created
or developed on or after the Digital Start Date; and/or

e. any third party IP Rights (other than those assigned to Post Office pursuant to paragraph 2 of this
Schedule),

(collectively the “Listed Rights’).

6. Post Office now grants to Fujitsu Services a non-exclusive, fully paid-up, worldwide licence to use the
Digital IPR solely in connection with the Services and to deliver any related services to Post Office.

Schedule H Version 13.0
Page 2 of 7

POINQ0004073F
FUJ00000003
FUJo0000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

For the avoidance of doubt, the licences granted to Fujitsu Services by Post Office under Clause 31
of the Agreement shall continue to apply.

7. Fujitsu Services shall comply with the Agile Process put in place between the parties and the agreed
design principles. The Agile Process shall include as a minimum, backlog, stories, tasks and test plans.
Fujitsu Services shall ensure that all personnel working on the Services are aware of the design
principles and brief all personnel working on the Services to designate for each Deliverable if it is to
be designed, coded or supplied as a pre-existing component or algorithm using any Listed Rights.
Post Office’s Chief Technical Officer (or nominated representative) may agree (at Post Office’s sole
discretion) the use of any Listed Rights through the assurance and acceptance work flow in the Agile
Process. Both of the parties shall comply with the Agile Process and shall operate the Agile Process
to ensure that any Listed Rights in any Deliverable (or part) and any modifications and/or updates
thereto are identified and that such information is and remains recorded and readily accessible to both
parties in a format to be agreed by the parties acting reasonably.

8. To the extent that Fujitsu Services incorporates any FJ Digital Background IPR in any Deliverables,
Fujitsu Services now grants to Post Office a non-exclusive, perpetual, irrevocable, fully paid-up,
worldwide licence under such FJ Digital Background IPR as is incorporated in the Deliverables (but
excluding any Horizon IPR and any K5 IPR which shall be dealt with in accordance with paragraph 11
below) to use, support, maintain, enhance, modify and develop the Deliverables for Post Office’s and
Post Office’s Affiliates’ business purposes only (which shall include, for the avoidance of doubt but
without limitation, the use of the Deliverables by or on behalf of British Forces Post Office and use of
the Deliverables by or behalf of Post Office’s franchisees and agents) with the right to grant sub-
licences (strictly within the scope of Post Office’s own licence) through multiple tiers, for the purpose
of using, copying, modifying, adapting, advancing and developing the Deliverables, in both object code
and source code formats solely for and on behalf of Post Office provided always that, for the avoidance
of doubt, Post Office and the Post Office Affiliates shall not under any circumstances sell or transfer
the Deliverables to third parties (other than to Post Office Affiliates) or otherwise market or
commercially exploit the Deliverables by permitting third parties (other than Post Office Affiliates) to
use the Deliverables for their own business and other purposes.

9. Nothing in paragraphs 7 and/or 8 above, including any failure by Fujitsu Services to comply with
paragraphs 7 and/or 8, shall impact on Fujitsu Services (or Post Office's and/or any third party's)
ownership of any of the Listed Rights.

10. To the extent that Fujitsu Services incorporates any Horizon IPR in the Deliverables in accordance
with paragraph 7, the Horizon IPR owned by Fujitsu Services shall continue to be licensed to Post
Office in accordance with the Agreement and shall not be included in the licence granted in accordance
with paragraph 8 above. The parties agree that no K5 IPR shall be incorporated into the Deliverables.
To the extent that any K5 IPR is created and/or developed, whether before, on or after the Digital Start
Date, it shall be vested in and solely owned by Fujitsu Services and Post Office shall not be charged
for such creation and/or development work.

11. The parties agree that if at any time Fujitsu Services has incorporated any Horizon IPR owned by
Fujitsu Services into any Deliverables without the agreement of Post Office in accordance with
paragraph 7 above (the “Unapproved Horizon IPR’), in relation to that Unapproved Horizon IPR, the
licence granted to Post Office in respect of the Horizon Software IPR in accordance with the Agreement
shall be extended to a licence to use the Unapproved Horizon IPR from the point of its incorporation
into any Deliverables on terms essentially equivalent to those specified in Clauses 30.19.5.1 and
30.19.5.2 of the Agreement (subject to the limitations specified in this paragraph 11) and it is agreed
that the early grant of such licence in respect of the Unapproved Horizon IPR shall not avoid any of
the fees payable on expiry of the Agreement on 31 March 2023 in accordance with Clause 30.19.1 of
the Agreement or on termination of the Agreement in accordance with Clauses 30.19.2, 30.19.3 and/or

Schedule H Version 13.0
Page 3 of 7

POINQ0004074F
FUJ00000003
FUJo0000003

CONFIDENTIAL
FOIA CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

30.19.4.0f the Agreement which shall remain fully due and payable but shall not be increased by the
grant of the licence provided under this paragraph 11. Nothing in this paragraph 11 or elsewhere in
this Schedule shall alter Post Office's obligations under the Agreement including without limitation its
obligation to pay the Expiry Licence Fee or Termination Licence Fee as applicable.

12. To the extent that following agreement by Post Office in accordance with paragraph 7 above Fujitsu
Services incorporates any third party IP Rights in the Deliverables, Fujitsu Services shall use
reasonable endeavours to procure a licence to Post Office of such third party IP Rights substantially
on the terms set out in paragraph 8 of this Schedule or on such other reasonable terms as may be
agreed between Post Office and such third party. Provided Post Office’s Chief Technical Officer (or
nominated representative) has agreed to the incorporation of any such third party IP Rights in the
Deliverables, any licence or other fees required to be paid to such third parties shall be paid by Post
Office.

13. Fujitsu Services confirms that the Deliverables shall not include any third party IP Rights save as
agreed in accordance with paragraph 7 above.

14. Subject to paragraphs 16 and 17 below, Fujitsu Services shall indemnify and keep indemnified Post
Office from and against all claims, damages, losses, liabilities, costs and/or expenses (including,
without limitation, properly incurred legal expenses) incurred by or awarded against the Post Office
arising out of and/or in connection with a claim made by a third party alleging that the use of the
Deliverables or the Services as provided by Fujitsu Services, infringes or otherwise misappropriates
the IP Rights of a third party (an “IPR Claim”) PROVIDED THAT Post Office will:

a. promptly on becoming aware of an IPR Claim give written notice of the IPR Claim to Fujitsu
Services specifying the nature of the IPR Claim in reasonable detail;

b. not make any admission of liability, agreement or compromise in relation to the IPR Claim without
Fujitsu Services’ prior written consent;

c. allow Fujitsu Services to assume the control and conduct of the defence and settlement of the
IPR Claim (save that Fujitsu Services shall not make any admission of liability or fault on the part
of Post Office without Post Office’s prior written consent);

d. at the expense of Fujitsu Services, give such reasonable assistance and take such action as may
reasonably be required by Fujitsu Services in the defence, settlement or compromise of the IPR
Claim.

Any claims, damages, losses, liabilities, costs and/or expenses (including, without limitation, properly
incurred legal expenses) incurred by or awarded against Post Office's Affiliates or sub-licensees shall
be deemed those of Post Office and accordingly shall be recoverable pursuant to this clause 14, but
only to the extent that such Affiliates and sub-licensees have made use of the Deliverables and
Services in relation to Post Office products and services.

15. Without prejudice to paragraph 14, in the event of an IPR Claim, Fujitsu Services may at its sole
election and at its cost:

a. modify the element of the Deliverables and/or Services provided by Fujitsu Services as necessary
to avoid such a claim, provided the element of the Deliverables and/or Services (as amended)
function in substantially the same way as those Deliverables and/or Services before modification;
or

b. procure for the Post Office, its Affiliates and any sub-licensees a licence from the relevant third
party to continue using the Deliverables and/or Services provided by Fujitsu Services ‘as is’; or

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c. replace the element of the Deliverables and/or Services with non-infringing elements.

Where Fujitsu Services reasonably believes that an IPR Claim has a reasonable chance of success,
Fujitsu Services shall promptly undertake one of the options set out at 15(a), (b) or (c), with the decision
as to which option is undertaken being at Fujitsu’s sole election and cost.

16. The parties acknowledge and agree that:

a. Fujitsu Services shall not be liable under paragraph 14 to the extent an IPR Claim results from
any enhancements, modifications and/or developments made by or on behalf of Post Office or by
or on behalf of its Affiliates and /or sub-licensees and/or other users of the Deliverables and/or
Services to the Deliverables without Fujitsu’s prior written approval or to the extent any such IPR
Claim results from any failure by Post Office, Post Office Affiliates, Post Office sub-licensees
and/or other users of the Deliverables and/or Services to comply with any reasonable instructions
or system requirements relating to use of the relevant Deliverables that are communicated to Post
Office in writing prior to the date of delivery of the relevant Deliverables to Post Office, in each
case provided that such infringement would have been avoided by the use of the Deliverables not
so enhanced, modified or developed or otherwise by using the Deliverables in accordance with
such reasonable instructions or system requirements;

b. to the extent that an IPR Claim is made by a third party alleging that the use of any element of
the Deliverables in which Horizon IPR subsists, infringes or otherwise misappropriates the IP
Rights of a third party and such Horizon IPR is capable of separate identification, the indemnities
set out in the Agreement including at Clauses 30.19.9 and 34.1 shall apply to such extent;

c. Fujitsu Services shall not be liable under Clause 14 to the extent an IPR Claim is attributable to
possession or use of the Deliverables (or any part thereof) by Post Office other than in accordance
with the terms of CT225a, use of the Deliverables in combination with any hardware or software
not supplied or specified by Fujitsu Services, or otherwise agreed in writing between the parties,
if the infringement would have been avoided by the use of the Deliverables not so combined;

d. the intention of the parties is, and has been, that any Digital IPR is not considered to be Post
Office Foreground IPR for the purposes of paragraphs 14 to 16;

e. Post Office shall use reasonable endeavours to mitigate its internal costs and expenses relating
to any IPR Claim;

f. no person or entity other than Post Office shall be entitled to claim under the indemnity set out
above; and

g. paragraphs 14 — 16 constitute Post Office’s exclusive remedy and Fujitsu Services’ only liability
in respect of IPR Claims.

17. Except as expressly stated in clause 18:

a. Fujitsu Services shall not in any circumstances have any liability for any losses or damages which
may be suffered by Post Office for an IPR Claim, whether the same are suffered indirectly or are
consequential, and whether the same arise in contract, tort (including negligence) or otherwise
howsoever, which fall within any of the following categories:

(i) loss of profits;

(ii) loss of anticipated savings;

(iii) loss of business opportunity; and
(iv) loss of goodwill.

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provided that this Clause 17(a) shall not prevent claims for loss of or damage to the Post Office’s
tangible property that fall within the terms of Clause 17(b) or any other claims for direct financial
loss that are not excluded by any of categories (i) to (iv) inclusive of this Clause 17(a); and

b. the total aggregate liability of Fujitsu Services, whether in contract, tort (including negligence) or
otherwise for all IPR Claims, shall in no circumstances exceed £15,000,000 in any financial year.

18. The exclusions in paragraph 17 shall apply to the fullest extent permissible at law, but Fujitsu Services
does not exclude liability for:

a. death or personal injury caused by its negligence, its officers, employees, contractors or agents
negligence;

b. fraud or fraudulent misrepresentation;

c. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the
Supply of Goods and Services Act 1982; or

d. any other liability which may not be excluded by law.

19. All references to Fujitsu Services in paragraphs 17 and 18 shall be treated as including all employees,
subcontractors and suppliers of Fujitsu Services and its Affiliates, all of whom shall have the benefit of
the exclusions and limitations of liability set out in this clause.

20. Post Office and Fujitsu Services accept and agree that this Schedule is intended solely to address the
ownership and use of the IP Rights and does not and is not intended to amend the provisions of the
Agreement other than as expressly stated in this Schedule.

21. The KS IPR shall be owned by and remain owned by Fujitsu Services. Nothing contained in the KS
Terms or the Fujitsu Global Cloud Service Terms shall supersede or vary the ownership of IP Rights.
as contained in this Schedule.

22. In this Schedule, terms defined in the Agreement shall have the meaning set out in the Agreement,
and additional terms shall have the meaning set out in the body of this Agreement or as set out below:

“Agile Process” means for the purposes of this Schedule, Post Office's implementation of the agile
dynamic systems development method further details of which are at:
https://www.agilebusiness.org/resources/dsdm-handbooks/the-dsdm-agile-project-framework-2014-
onwards;

“Deliverables” means any materials created and/or developed solely by or on behalf of Fujitsu
Services or jointly with Post Office for the purposes of the Services including without limitation
computer software, technical documentation, user manuals, and other related documentation;

“Digital Start Date” means:
(i) in respect of any Digital IPR that relates to Project Mercury (formerly known as Project
Chameleon), 1 August 2017; and

(ii) in respect of all other Digital IPR, 1 October 2017;

“Project Consultants” means any third parties which are engaged by or on behalf of Fujitsu Services
to undertake any work in relation to the Services;

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“Fujitsu K5 Platform” means Fujitsu Services cloud platform known as K5;

“FJ Digital Background IPR” means the categories of IP Rights set out in paragraphs 5(i) and (ii) of
this Schedule only not including those in paragraphs 5(iii) to (v);

“Horizon IPR” means all the Intellectual Property Rights referred to in Clause 27 of the Agreement,
together with the database rights in the same;

“IP Rights” means patents, copyright, trade marks and service marks, business names and domain
names, goodwill and the right to sue for passing off, rights in designs, database rights _ know-how,
trade secrets and all other intellectual property and/or similar rights, in each case whether registered
or unregistered and including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms
of protection which subsist or will subsist now or in the future in any part of the world;

“K5 IPR” means all intellectual property rights in the Fujitsu K5 Platform on which the ongoing Services
will be developed but, for the avoidance of doubt, excluding any IP Rights in any interfaces to the
Fujitsu KS Platform developed or created in connection with the Services;

“K5 Terms” means the Fujitsu Cloud Service K5: Terms Of Use and/or other ancillary documentation
relating to the Fujitsu Services’ K5 cloud services; and

“Listed Rights” has the meaning set out in paragraph 5 of this Schedule.

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Version History

SCHEDULE I

UPDATED SERVICE DELIVERY FRAMEWORK

Version No. Date Comments
13.0 23-Nov-2020 I Added as per CCN1638, Amended as per
CCN1639, CCN1643, CCN1645, CCN1653a

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SCHEDULE I

UPDATED SERVICE DELIVERY FRAMWORK

Schedule I

Updated Service Delivery Framework

The Parties have agreed an updated service delivery framework, as is set forth within the parts
of this Schedule I (with each referenced in the format Schedule I[e]). The terms of all such
parts of this Schedule I shall apply in accordance with the terms set forth therein.

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21

Schedule I1

Revenue Switch Mechanism

OVERVIEW

Paragraph 4.7 of CCN 1600 set out a joint intention of Post Office and Fujitsu Services to
evolve the Services under this Agreement to reflect Post Office’s changing business
requirements and also in line with new technology.

Through a joint initiative, Post Office and Fujitsu Services identified and agreed a number of
areas of this Agreement to be updated and Services to be evolved in line with this joint
intention, such initiative being referred to as “Project Everest”. It is intended that such
updates and evolution will result in a reduction over the Term in the Operational Charges. In
order to implement Project Everest, Fujitsu Services requires Post Office to make certain
financial commitments with respect to the committed spend under the Agreement and Post
Office has agreed to provide such commitments, as specifically described within this Schedule
Il (Revenue Switch Mechanism).

DEFINITIONS

“Actual Spend” means the total amount of spend actually agreed and contracted for between
Post Office and Fujitsu Services under this Agreement in respect of:

2.1.1 the Operational Services (including HNG-X Test Infrastructure);

2.1.2 the Horizon Software IPR pursuant to Clause 30.19 of the Agreement;
2.1.3. the Core Team;

2.1.4 — Trinity 3;

2.1.5 Invest to Save provisions as described in paragraph 17 of Schedule D1; and
2.1.6 any Additional Services (whether under this Agreement or otherwise),

during the Commitment Period. This shall include: (i) all amounts invoiced and paid under
the Agreement: (ii) all amounts invoiced and payable but not yet paid under the Agreement:

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24

25

and (iii) all amounts in respect of which Fujitsu Services is entitled to invoice pursuant to the
terms of this Agreement but has not yet done so.

“Additional Services” means any combination of any of the following:
2.2.1 Committed Development Services;

2.2.2 extensions or changes to current Services within the Term of this Agreement but
excluding any extensions or changes or new Services directly related to the current
POLSAP Services, and/or Branch Network Services

2.2.3 evolved and updated services introduced as a result of Project Everest;
2.2.4 Programme Spend; and

2.2.5 new Services (whether under this Agreement or otherwise) which Fujitsu Services
has chosen to bid for, to the extent awarded to Fujitsu Services and which are
performed during the Commitment Period, excluding any extensions or changes or
new Services directly related to the current POLSAP Services, and/or Branch
Network Services,

“Committed Development Services” means any Development Services ordered by Post
Office on the basis of a minimum pre-committed spend or capacity in accordance with the
processes and principles contained within Schedule [3 (Digital Development Services).

“Committed Spend” means committed total spend under this Agreement for:
24.1 the Operational Services (including HNG-X Test Infrastructure);

2.4.2 the Horizon Software IPR pursuant to Clause 30.19 of the Agreement;
2.43 the Core Team

244 Trinity 3; and

2.4.5 Invest to Save provisions as described in paragraph 17 of Schedule D1,

in each case during the Commitment Period that would have been payable by Post Office to
Fujitsu Services pursuant to this Agreement but for the implementation of Variabilisation.

“Commitment Period” means the period starting on 1 April 2017 and ending at the end of
the term of this Agreement, as specified in clause 46.1.

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2.6

28

29

3.1

3.2

“Pivot to Cloud” means the evolution of the Horizon system services and the underlying
infrastructure to the Fujitsu Services K5 cloud based hosting environment. For clarity, Pivot
to Cloud is being implemented under two programmes of work, referred to as “Cloud
Enablement” (also known as “K5 foundation’) and “Belfast Migration”.

“Programme Spend” means all spend relating to Services relating to the following Post
Office programmes of work: (i) Solar (including Project Mercury); and (ii) Pivot to Cloud
(including costs associated with decommissioning, and remaining payments with respect to
the lease charges for Belfast data centres agreed by Post Office within the Belfast Migration
project) including all Charges for all CTs relating to the same (whether ordered on a
committed basis or time and materials).

“Project Mercury” means the initial iteration of HNGT delivered as part of Solar.

“Solar” means the development of a new version of the Horizon application with a Thin
Client HTMLS browser driven solution delivered from the Fujitsu Services K5 cloud that is
capable of offering Post Office products and services from the Post Office Counters and retail
partners.

“Trinity 3” refers to the risk and resilience project relating to the data centre asset refresh for
the Belfast data centre, as is set forth within paragraph 1.2.2 (b) of Schedule E (Termination
and The Exit Plan). For the purposes of assessing Committed Spend, the committed value of
Trinity 3 shall be considered to be £7.5m in 2019/20 and £7.5m in 2020/21.

“Variabilisation” means the process by which the parties are agreeing changes to the pricing
model for the Services to a consumption-based, demand-driven, charging mechanism,
including through evolution of the application support, service management and reporting
Services to underpin the move to demand driven charges and which will affect the revised
technology and to support Post Office’s future business strategy, the framework for which is
set out in Schedule [2 (Variabilisation Framework).

COMMITMENT

Post Office shall procure from Fujitsu Services Additional Services that can be compliantly
awarded to Fujitsu Services such that the Actual Spend during the Commitment Period is no
less than the Committed Spend.

The Parties agree that, as at I April 2017, the Committed Spend, were the Commitment Period
to run from I April 2017 until 31 March 2023, is £195.74m and is made up of the figures set
out in Annex 3 to this Schedule I] (Revenue Switch Mechanism), it being understood that:
(a) the provisions of the Agreement that operate to vary the Charges comprising the

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3.3

3.4

3.5

3.6

3.7

3.8

Committed Spend will continue to do so (including, but not limited to, indexation and
termination); and (b) in the event that the Commitment Period ends prior to the 31 March
2023, the Committed Spend will be calculated for the shorter period and will also include the
Termination Charges calculated in accordance with the Agreement. The parties will monitor
and regularly update the Committed Spend in accordance with Annex I to this Schedule [1
(Revenue Switch Mechanism) and the final Committed Spend figure shall only be established
by the parties at the expiry of the Commitment Period.

Where a CT relates to Committed Development Services, all spend under such CT (whether
above or below any commitment therein) shall be included within Actual Spend. In addition,
where any such CT is terminated in advance of its anticipated end date (whether any relevant
commitment has been met or not), all amounts invoiced and paid under such CT shall be
included within Actual Spend.

All Programme Spend from 1 August 2017 onwards shall be included within Actual Spend.

For the avoidance of doubt, Actual Spend shall not include any amounts relating to any spend
agreed and contracted for between Post Office and Fujitsu Services on an ad hoc, time and
materials basis, save for where such spend forms part of Programme Spend.

On a six-monthly basis, within the appropriate commercial governance forum, the parties shall
review Actual Spend to date and the Committed Spend in accordance with Annex I to this
Schedule I] (Revenue Switch Mechanism). Notwithstanding any such review of Actual
Spend, Post Office’s success in procuring Additional Services to meet the requirements of
paragraph 3.1 shall only be finally assessed at the end of the Commitment Period.

No later than 3 months prior to the start of the final 12-month period of the Commitment
Period, Post Office and Fujitsu Services shall meet at an executive level to assess whether
Actual Spend is likely to meet Committed Spend by the end of the Committed Period and
agree any relevant actions that may be required.

In the event that at the end of the Commitment Period the Actual Spend does not exceed the
Committed Spend, the matter shall be escalated between the parties to the appropriate
governance forum involving attendees at the most senior level for both Post Office and Fujitsu
Services for consideration and agreement as to any relevant actions that may be required to
bridge the gap between the Actual Spend and Committed Spend. If following such escalation,
no resolution is agreed between the parties within 30 days from the date of such escalation,
Fujitsu Services shall have the right to invoice the Post Office for the difference between the
Committed Spend and the Actual Spend and the Post Office shall pay that invoiced amount
in accordance with the payment timescales set out within Schedule D2 (Ordering, Invoicing
and Payment).

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3.9 There may be circumstances where Fujitsu Services chooses not to bid for a new service

(including, but not limited to, where the required service is predominantly for pass-through
third party goods or services). To the extent that the parties agree that it would make strategic
sense for Fujitsu Services to provide these new services the parties shall, acting reasonably,
agree the extent to which the spend on such new services shall be included within Actual
Spend. By way of example, this may involve splitting the new services into multiple CTs or
service lines to isolate the pass-through costs from spend on Fujitsu Services’ resources.

4, WORKED EXAMPLES

4.1 Annex 2 contains various worked examples of the operation of this Schedule I] (Revenue
Switch Mechanism).

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ANNEX 1

Key Principles for Review Process

Part A— Committed Spend Review

1. The Parties agree that the Committed Spend will be reviewed and revised, using the
mechanisms in the Agreement, for the purposes of tracking Actual Spend at the end of the
Commitment Period against the Committed Spend.

Part B - Tracking Actual Spend and Forecast

1. For the purposes of Paragraph 3.6 of this Schedule I1 (Revenue Switch Mechanism) the first
review shall take place before 31 May, 2018.

2. Each review shall:

a. agree the values to be included in the Actual Spend in terms of each of the categories
detailed in paragraph 2.2 of this Schedule I (Revenue Switch Mechanism); and

b. escalate any unresolved items to the executive governance forum.

3. The parties shall record in the minutes of the executive governance forum the agreed Actual
Spend total for each review period.

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ANNEX 2
Worked Examples
Example 1

In Year X the Committed Spend for the period is £31m including indexation adjustment for BAU and
Test Rigs, and £7.5m for Trinity projects. Through Everest the projected spend is as follows:

1. Horizon Agreement for year x has Operational Services (BAU)
a. fixed price component of £15m

b. variable price estimate of £12m.

N

DDS and Core teams has

a. Fixed price of £4m

b. DDS capacity order for the year is £5m for 100 sprint resource units
3. Belfast Migration spend is forecast to be £5m
4. During the year the DDS through governance the following changes are made
a. Capacity reduced and used to 90 sprint resource units

b. POL orders 50 days call off consultancy to support as hoc requirements of which 30
days are used

c. Changes to Belfast solution which simplifies the migration and reduces spend by £1m

d. Additional resources are required from Japan for Belfast Migration and ordered on a
time and material (T&M) basis at an estimated cost of £500k.

5. Consumed resource units for the year are
a. BAU variable £12.5m
b. DDS Resource Units £ 4.5m
c. Belfast main contract £ 4.0m

d. Belfast Japan £ 0.3m
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The annual review would therefore confirm the following:

6. Committed Spend for the year is

a. BAU & Test Rigs

b. Trinity projects

£38.5m

7. Actual Spend for the purposes of calculation are

a. BAU fixed

b. BAU Variable

c. DDS & Core Fixed
d. DDS Resource Units

c. Programme Spend

£15.0

£12.5

£40

£45

Notes to accompany worked example 1:

The Belfast Japan time and material charges are included in the Actual Spend because all of

Belfast Migration is included in the definition of Programme Spend. Accommodation and agree

travel expenses would not be included in the Actual Spend.

Notwithstanding paragraph 3.6 of Schedule I (Revenue Switch Mechanism), although reviewed
on a sixth monthly basis for convenience, the ultimate assessment of whether Actual Spend
exceeds the Committed Spend shall be undertaken at the end of the Commitment Period and
accordingly there is no consequence should Actual Spend fail to exceed Committed Spend in

respect of any given year.

Example 2

The scenario is as per Example I with the following additions.

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1. Post Office awards a new Service to Fujitsu Services under the Agreement of an estimated
£1m per annum starting at the beginning of year x, priced 100% on a variable Resource Unit
cost of £500.

2. Post Office places multiple CTs during the year of £3m on a T&M basis.

3. Post Office places new project (Project Calculus) with Fujitsu Services at the start of the year
for £2m for a specified mix of skills. Project Calculus is outside of the definition of
Programme Spend. This is placed as follows

a. £1.5m for fixed capacity order billed on T&M basis
b. £0.5m asa capped T&M.
4. At the year end the utilisation was
a. New Service Resource Units is 1800 = £0.9m
b. Project Calculus capacity (increased through governance) £1.6m
c. Project Calculus T&M £0.3m

5. The impact on the Actual Spend for calculation purposes is

a. Existing Actual Spend as per example I £39.5m
b. Service Resource Units £ 0.9m
c. Project Calculus (capacity CT only) £ 16m

£42.0m

Notes to accompany worked example 2:

Project Calculus charges can only be included in the Actual Spend when it is ordered within the
definition of Committed Development Services (i.c. only those ordered under the CT for
capacity). The time and material charges are excluded in the Actual Spend because the
Development Services ordered by Post Office do not qualify as Additional Services as defined
above. In summary:

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All time and material resource under Programme Spend as defined in 2.6 above are
included in Actual Spend (example I — Belfast Japan).

Other time and material charges not invoiced under a capacity CT are excluded from
Actual Spend.

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ANNEX 3
Initial Calculation of Committed Spend
2017148 2018/19 2019/20 2020/21 2021/22 2022/23 Total

£m £m £m £m £m £m £m
FO Run 25.0 26.0 267 267 267 267 187.9
Invest to Save Credit 15 08 1 13 15 19 8.2
Total FO Run Incl. 12S Credit 23.4 25.2 25.6 25.4 25.2 24.8 149.7
Core Team 28 29 3.0 3.0 3.0 3.0 17.7
Horizon Tech Refresh - - 8.0 8.0 : = 16.0
IP Licensing . - - - - 10.0 10.0
Invest to Save 3.9 00 00 - - - 3.9
Total (excl. Test Rigs) 30.4 28.4 36.6 36.4 28.2 37.8 197.2
HNG-X Test Infrastructure 23 23 1.0 1.0 1.0 1.0 8.6
Total (Incl. Test Rigs) 32.5 30.4 37.6 37.4 29.2 38.8 205.8

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Committed Spend = £206m for full term of the Horizon Agreement, calculated as at 1 April 2019

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Schedule I2

Variabilisation Framework

1. VARIABILISATION APPROACH

Ll Variabilisation Principles

LALA

"Variabilisation” refers to the process of changing the pricing model for
the Services to a consumption-based, demand-driven charging
mechanism, including through evolution of the application support,
service management and reporting Services to underpin the move to
demand-driven charges through a revision of technology and to support
Post Office’s future business strategy.

The baseline for the purposes of assessing the success of Variabilisation
is the total 2017/18 Service Charges for the Operational Services plus
HNG-X Test Infrastructure, being £27.24m (the “Baseline”) (established
in accordance with Annex 1).

Through following the process of Variabilisation as described within this
Schedule, the parties aim to move Operational Services plus HNG-X Test
Infrastructure, the Charges for which represent, during 2017/18, at least
50% of the Baseline, to a consumption-based or demand-driven charging
mechanism (the “Variabilisation Goal”).

The parties will aim to achieve the Variabilisation Goal through an open
and transparent joint process. Variabilisation shall be completed by 31
March 2020 (“Variabilisation Completion”).

The parties will, through the relevant joint governance forums, agree a
rolling six-monthly plan, detailing the intended Variabilisation activities
to be undertaken by the parties during such period.

The achieved percentage of Variabilised Services (defined below) as
against the Variabilisation Goal shall be regularly assessed by the parties
within the relevant governance forum and ultimately upon Variabilisation
Completion. A worked example of how this achieved percentage is
calculated is included at Annex 2 of this Schedule I2 (Variabilisation
Framework).

Where any Variabilised Service is charged on the basis of consumption
but for reasons of service continuity, protection, financial reasons or

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otherwise, Post Office agrees to a minimum quantity of consumed units,
the entire spend on such Variabilised Service shall be considered
“variable” for the purposes of assessing the achieved percentage of
Variabilised Services against the Variabilisation Goal.

12 Variabilisation Framework and Candidates

1.2.1

Within this Schedule, a “Resource Unit” shall refer to any unit of
consumption for an element of a Variabilised Service as may be agreed
between the parties.

Certain elements of the Services may be provided on the basis of specific
activities and responsibilities which are Variabilised such that the
consumption of such elements by Post Office is measured on a Resource
Unit basis. The provision of such Variabilised Services shall be
undertaken on the basis of this Schedule I2 (the "Variabilisation
Framework"). Together, those elements of the Services delivered on a
Variabilised basis under this Variabilisation Framework shall be the
"Variabilised Services".

As part of Variabilisation, the parties shall jointly identify candidate
elements of the Services to be delivered as a Variabilised Service (each
being a "Variabilisation Candidate"). Each Variabilisation Candidate
shall be described in writing, with such written proposal to include:

1.2.3.1 a summary of the Variabilisation Candidate;

1.2.3.2 details of the specific Services that are within the scope of
such Variabilisation Candidate (including describing in
appropriate detail the changes proposed to the existing
Services);

1.2.3.3 any transition or implementation activities that may be
required to deliver the Variabilised Service (including any
proposed charges relating to the same);

1.2.3.4 details of the underlying Resource Unit by which the
Variabilisation Candidate shall be charged to Post Office
(with such Resource Unit meeting the characteristics set out
within paragraph 1.3 below); and

1.2.3.5 a pricing proposal for the underlying Resource Unit for the
Variabilisation Candidate.

Each party shall provide the other with reasonable support and assistance
as may be required to establish and document each Variabilisation

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Candidate. This may include appropriate workshops and other assistance
with discovery and establishment of appropriate Resource Units.

1.2.5 Where the parties agree a Variabilisation Candidate, the Parties shall
document in writing such Variabilisation Candidate through the execution
of a CCN (each a “Variabilisation CCN”). For the avoidance of doubt:

1.2.5.1

1.2.5.2

each Variabilisation CCN shall include: (i) all relevant
changes to the Services; (ii) all relevant changes to the
provisions of this Agreement relating to the Charges for the
Services to include the agreed charge per Resource Unit and
other associated Resource Unit details relating to the
Variabilisation Candidate; and (iii) any other required
changes to the Agreement; and

where a Variabilisation Candidate requires transition or
implementation activities in order to deliver the Variabilised
Services, the parties will execute an appropriate CT where
necessary.

1.2.6 The parties acknowledge that:

1.2.6.1

1.2.6.2

1.2.6.3

standard commodity-based services provided by Fujitsu
Services may meet the requirements of Variabilisation using
the standard pricing mechanisms for such services;

not all elements of the Services or components of the pricing
mechanism may be suitable to move to a demand-driven
model; and

protection and surety of the Horizon system may require a
form of minimum consumption commitment from Post
Office to enable Fujitsu Services to meet the service levels
and obligations in this Agreement, both current and as may
be varied. Notwithstanding this, such minimum commitment
should be with reference to a minimum number of Resource
Units, rather than minimum spend.

13 Resource Unit Characteristics

All Resource Units will have the following characteristics:

1.3.1 consumable on a variable basis by Post Office based on actual demand;

1.3.2 sufficiently granular so as to be truly flexible such that the number of
resource units consumed changes meaningfully with an increase or
decrease in consumption (for example, if Post Office requires an activity

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to be performed by Fujitsu Services 100 times, a Resource Unit for the
single activity, with the task charged as 100 Resource Units, would meet

this requirement, whereas a Resource Unit for the activity to be performed
100 times, with the task charged as 1 Resource Unit, would not);

13.3 capable of tangible, individual and objective measurement;

1.3.4 wherever possible, aligned with an industry-standard definition of the
applicable Resource Unit;

1.3.5 individually priced with a clear and objective adjustment mechanism for
changes in consumption; and

1.3.6 accompanied by clear, agreed factors which qualify an activity as meeting
any size qualification which may apply to the Resource Unit (for example,

the factors that establish the Resource Unit as being "small" or "large" or
“simple” or “complex”).

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Baseline Figure

FO Run 24.90
Test Rigs 2.34
Total 27.24

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Annex 2

Worked Examples

Calculation of like-for-like service charges

The following hypothetical example assumes that all transitional programmes have
completed across each Service line. The revised split of operational costs are as follows:

1. Data Centre Operations and Central Networks - calculated on a like for like basis within
the Pivot to Cloud project

a. Fixed price element £4.0m
b. Minimum Resource Unit value £2.0m
c. Like for like other variable Resource Units £1.5m

d. Total £7.5m

2. Third and Fourth line support (excluding any impact of creating of OpEx to Capex)

a. Fixed price element £3.5m

b. Minimum Resource Unit value £2.0m
c. Like for Like variable Resource Units £2.8m
d. Total £8.3m

3. Service & Security Management (£6.5m)

a. Fixed price element £3.0m

b. Like for like variable Resource Units £2.8m

c. Total £5.8m
4. Test Rigs

a. Fixed Price Element £0.5m

b. Minimum Resource Units £1.8m

c. Total £2.3m

5. Summing the above totals, the total cost of like for like Operational Services and HNG-
X Test Infrastructure post-Variabilisation is therefore £23.9m

Calculation of achieved Variabilisation percentage is as follows:

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6. Minimum Resource Units and variable Resource Units

a. Data Centre Ops and Central Networks £3.5m
b. Third and Fourth Line Support £4.8m
c. Service & Security Management £2.8m
d. Test Rigs £L8m
e. Total charges from variable Resource Units £12.9m

7. Variabilisation Achieved
a. £12.9m of the total £23.9m is charged on a variable basis

b. The Variabilisation achieved is therefore 12.9 / 23.9 = 54%,

Note to accompany the Worked Examples:

The approach adopted above is to base the calculation on a like for like service obligations.
Thus in the example the numbers reflect a hypothetical saving as a result of the revised
operating model and new technology. This equates to baseline number pre-variabilisation
of £3.34m.

For the purposes of this illustrative example a hypothetical split of Operational Charges has
been used.

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SCHEDULE 12
App! ion Support and Maintenance
Version History
Version No. Date Comments
13.0 23-Nov-2020 I Added as per CCN1642

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SCHEDULE I2
APPLICATION SUPPORT AND MAINTENANCE
Schedule 12.1
Service Description

The parties shall review the contents of CCDs SVM/SDM/SD/0004 and SVM/SDM/SD/0005
(and the relevant provisions relating to the Reference Data Management Service described
within SVM/SDM/SD/0013) and agree a revised Service Description for Application Support
and Maintenance services. The parties shall seek to agree such revised service description
and document the same via a CCN no later than 14 August 2018 (“Revised ASM Service’).

The following provisions shall apply from 1 July 2018 up to the effective date of the Revised ASM
Service.

1. Interim ASM Service Model
In the interim period and until such subsequent CCN is agreed, the parties agree that
Fujitsu Services shall deliver the Applications Support and Maintenance (ASM)
Service in accordance with the Service Descriptions SVM/SDM/SD/0004 and
SVM/SDM/SD/0005 (and the relevant provisions relating to the Reference Data
Management Service described within SVM/SDM/SD/0013) in respect of which the
resources provided as part of ASM undertake this work (the charges for which are
set out in Annex B (Operational Charges Table, under the Reference Data
Management Service row) to Schedule D1 (Charges)) (“Existing CCDs”), but with the
following changes applied as set out within the remaining provisions of this Schedule
12.

1.1 Post Office and Fujitsu Services will create a mandatory Business Impact Forum
(‘BIF”) as a weekly meeting which will have as its agenda and the Terms of Reference
the items set out in Appendix A to this Schedule.

1.2 The parties shall review the contents of Appendix A and shall agree any required
updates together with amended meeting attendees and terms of reference for the BIF.
Until such time as the formal BIF meeting is superseded by a CCN, these provisions
shall continue to apply.

1.3 Fujitsu Services will receive all Incidents with respect to Business Capabilities and
Support Facilities and associated POL Service Types (regardless of Severity Level)
from the Post Office third party service integrator.

1.4 Where a Problem exists as a result of an Incident, all Severity 1 and 2 Problems will
be managed in accordance with the Existing CCDs but with respect to Problems

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relating to Severity 3 or 4 Fujitsu Services shall notify the Post Office and gain its
consent to fix the Problem. Post Office shall provide its consent or rejection to such
fix within [2] business days following a BIF meeting. The Demand Planning Forum will
then prioritise the fix and schedule a suitable timeframe for the fix.

1.5 Notwithstanding paragraph 1.4, where Fujitsu Services reasonably determines that a
Severity level has been wrongly allocated (for example a Severity 3 should have been
a Severity 1 or Severity 2), Fujitsu Services shall be entitled to fix that Problem and
Fujitsu Services shall inform Post Office of this fact at the next BIF.

1.6 Fujitsu Services will seek to identify trends in Incidents calls which have been caused
as a result of a known Problem. In the event that, despite the Post Office having
previously requested that the Problem is not to be fixed, Fujitsu Services has identified
that the Problem has caused one or more further Incidents to be raised, which causes
Fujitsu Services to incur costs or otherwise negates the business case for the previous
decision not to fix the same, Fujitsu Services shall be entitled to escalate the matter to
the Service Director or the Group CIO to gain approval to complete the fix.

1.7 All Incidents shall be managed in accordance with the ASM Service. Where the ASM
Service identifies that the Problem associated with an Incident relates to a Product as
defined in Schedule 13 (Digital Development Services) then the resolution of the
Problem shall be passed to the DDS Standing Platform Team as a resolver group. For
the avoidance of doubt whilst the ASM Service shall be responsible for management
of the Incident and associated Problem the responsibilities for resolution remains
within the DDS Standing Platform Team.

2. Cost Driving Initiatives

Fujitsu Services and Post Office will work collaboratively together to minimise any
impacts to the delivery of the service. These include assessing the Post Office
Responsibilities set out in Appendix B. Where there is a material impact to the service a
service improvement / initiative will be incepted, and the matter shall be escalated to the
Service Director or the Group ClO. The contents of Appendix B shall be reviewed
annually and updated accordingly.

Definitions
ASM. Means Application Support and Maintenance
Capital Projects means any work agreed by the parties which can be undertaken by
spare Development Capacity Resources, in respect to which Post
Office can be capitalised
Development means the Fujitsu Services resources undertaking ASM which the
Capacity Resources I parties have agreed should be assigned to undertake Capital
Projects.
Known Error Log I means a single electronic record maintained by Fujitsu Services
(KEL) which records details of known errors and specifying workarounds
and “Known” errors shall be construed accordingly
Minimum — Evidence I documentation required in order for Fujitsu Services to support the
Set Incident, as agreed from time to time between the parties
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Problem a Problem is an application related issue being the root cause of one
or many Incidents
Incident an unplanned interruption to Business Capabilities and Support

Facilities and associated POL Service Types or failure of a
component of any of the above.

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Appendix A
Business Impact Forum

Objectives
The purpose of the forum is to:

Decide upon the severity/business impact and priority of Problems (and decide whether a fix is
to be made).

Assess the cost to fix Problems being development costs, test costs release and
implementation costs.

Assess the impact of deployment considering how soon does it need to be deployed and
whether it needs to be prioritised.

Assess the overall impact to the release (i.e., timeframes, cost, quality) that will be assigned to
deliver the fix of the Problem as part of the scope of its deliverables.

Assess the risk to the success and business objectives of the release that will deliver the fix to
the live environment.

Assess whether a workaround, if acceptable i.e. not compromising the integrity, availability and
security of Horizon, is a more cost effective solution than the actual fix.

Liaise with the Demand Planning Forum to schedule any approved fixes.

Terms of Reference

The Business Impact Forum (BIF) convenes primarily to agree whether a Problem must be
fixed or a workaround can be a feasible solution.

Problems routed to BIF or Demand Planning Forum needs an action placed on it.

The BIF is a joint Governance forum comprising representatives from Post Office and Fujitsu
Services. The frequency of BIF is weekly.

An agenda including the list of Problems to be discussed will be sent with a calendar invite
before the set meeting date.

Minutes capturing BIF decision and actions will be distributed after the meeting.

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Appendix B
Post Office Responsibilities

The following list are examples of the Post Office Responsibilities which will support Fujitsu
Services in freeing up Development Capacity Resource and help realise the optimisation
and cost savings initiatives. This list shall be reviewed annually to add or remove as
appropriate. Any issues relating to these or any other issues which are affecting ASM will be
raised within the Service Review meeting.

Post Office shall:

1.

10.

ensure the Post Office third party service integrator understands the ASM Service
boundary described in Annex 1, to help ensure that only ASM Service Incidents that
Post Office requires Fujitsu Services to resolve are passed to ASM Service;

ensure that its Branch Post Masters conform to their process obligations with respect
to the Track and Trace Despatch Report;

provide Fujitsu Services with the specifications of the Branch infrastructure;

manage the Post Office third party service integrator such that processes agreed within
this ASM Service Service Description are maintained;

ensure the Post Office third party service integrator provides information relating to
each Incident as defined in the Minimum Evidence Set to Fujitsu Services in a timely
manner (relevant to the associated severity of the Incident) when requested and
determined by Fujitsu Services as reasonably necessary, to facilitate the Incident
resolution;

provide sufficiently skilled resources who can attend the BIF and who are empowered
to make decisions as to whether such Incidents or Problems should be resolved;

respond to Fujitsu Services’ requests for additional information on unresolved
Incidents within 2 business days of request, otherwise the Incident will be returned to
the Post Office third party service integrator and any Incident Management SLTs shall
not apply until such time as the information has been provided;

agree to formally document in a Known Error Log (KEL), where Post Office has
decided not to proceed with a fix for any Incident or Problem and to share such
document with the Post Office third party service integrator to ensure that it does not
raise any further Incidents relating to the same issue to Fujitsu Services;

to ensure any third party products in respect of which Post Office owns the licence
(and any related support agreements) and which are used by Fujitsu Services to
deliver the ASM Service, remain in place;

ensure that commentary and evidential data relating to Incidents can be automatically
transferred between the Post Office third party service integrator and Fujitsu Services’

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ASM Incident management systems via the current Incident Management tool used by
the parties;

11. ensure that any new or updated KEL, communicated by Fujitsu Services via an email
to the Post Office third party service integrator is updated on the Post Office third party
service integrator systems within a reasonable timescale depending upon the Severity
of the Problem following receipt by the Post Office third party service integrator;

12. ensure that the ownership and management of all Incidents remains with the Post
Office third party service integrator. The Post Office third party service integrator will
own the interface with Users and be responsible for all communication with that User;

13. manage all Post Office third party application providers to which the ASM Service
interfaces, obliging such third parties to respond to Fujitsu Services in a timely manner
(relevant to the associated severity of the Incident) where Fujitsu Services reasonably
considers that an Incident is related to that third party application interface, otherwise
the Incident will be returned to the Post Office third party service integrator and any
Incident Management SLTs shall not apply until such time as the information has been
provided;

14. permit all ASM resources to access both application code, configuration details and
application data sets as strictly necessary to provide the ASM Services by agreeing
which ASM resources will be permitted under the PCI security controls;

15. maintain the Service Management Service, Management Information Service, Security
Management Service and the ongoing provision of the HNG-X Test Infrastructure (until
a new cloud platform is available), as this ASM Service depends on such Services and
Infrastructure being in place; and

16. provision of a representative test system which simulates the live Operational Service

available to the Incident Service (described above) to allow the reproduction of
Incidents (that can be replicated) and the testing of workarounds.

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14

1.2

2.2
23

24

Schedule 12.2

ASM Charges and Commercial Provisions

CHARGES

The Charges for the Application Support and Maintenance Services (subject to the
Committed Savings set forth within paragraph 2 below) are as set out within Schedule
D1.

The following provisions apply to the current ASM Charges:

1.2.1 the impact of the Invest to Save Credit and the Trinity Credit will be managed
as part of the overall monthly invoicing for the Operational Charges and is
excluded from the above values;

1.2.2 the Restructuring Charges and Committed Savings (each as defined below)
shall be applied in addition to the Charges;

1.2.3 the Charges are subject to the indexation provisions set out in Schedule D1;
and

1.2.4 will be invoiced in accordance with Schedule D2 paragraph 6.

COMMITTED SAVINGS

In consideration for Post Office agreeing to pay the Restructuring Charges (as
defined below) in addition to the Charges referred to in paragraph 1.1, above, Fujitsu
Services shall restructure the Application Support and Maintenance Service,
including through:

2.1.1 design and implementation of organisational structural changes;
2.1.2. ways of working process changes,

in order to transition to and deliver a set of revised Application Support and
Maintenance service over a 2 year period.

The Committed Savings shall apply to the Charges with effect from 1 April 2018.

The “Restructuring Charges” shall be as follows:

Date of I 30 September 2018 I 30 June 2019
Payment

Charge £2,000,000 £1,000,000

The “Committed Savings’ shall be as follows:

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Year 2018/19 2019/20 2020/21 2021/22 2022/23

Saving -£1,500,000 I -£1,500,000 I -£1,000,000 I -£1,000,000 I -£1,000,000
3. OPTIMISING DEVELOPMENT CAPACITY RESOURCE
3.1 Fujitsu Services will make available up to £3,000,000 per annum (as amended

through the allocation of the Invest to Save Credit) of Application Support (Fourth
Line) resource capacity which can be utilised to deliver capital value projects (each a
“Capital Project’).

3.2 The parties shall cooperate to optimise the use of the Development Capacity
Resource capacity and such use shall be through

3.2.1 Fujitsu Services identifying, managing and delivering a Capital Project which
requires no additional resources other than the Development Capacity
Resource and the Capability Wrap and the available resource capacity has
the requisite skills and experience available for the specific requirements of
the Capital Project at the time of request; or

3.2.2 The process described in paragraphs 3.7 and 3.8 below

3.3 Spare Development Capacity Resource capacity will not be carried over from a
previous month.

3.4 Fujitsu Service shall provide a “Capability Wrap” service to manage and optimise the
Capital Project utilisation of the Development Capacity Resource. This Capability
Wrap shall include the following functions:

3.4.1 senior project management;
3.4.2 architectural management and support; and

3.4.3 functional testing.

3.5 The number of FTEs required to provide the Capability Wrap and the associated
Charges shall be agreed and ordered by Post Office and Fujitsu Services annually in
advance.

3.6 The maximum Charges for any given year for the Capability Wrap shall be equal to
the agreed number of FTEs for such year multiplied by the Rate Card, discounted by
a minimum of 10% unless the FTEs drops to below 4 per annum, in which case the
parties shall agree the updated discount levels.

3.7 In the event that the project manager within the Capability Wrap identifies that either
or both of the testers has spare capacity, the project manager will inform the Post
Office Service Director and the Post Office shall have the right to re-allocate up to

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3.8

3.9

3.10

£10,000 of tester capacity per month within the Capability Wrap to work on another
project, provided that this has been scoped and agreed in advance of the month in
which the spare capacity is required. Any spare tester capacity within the Capability
Wrap which the parties have agreed to roll-over in this manner must be consumed
within the next month and cannot be further accumulated into the following month.
Post Office expressly agrees that regardless of the agreement to provide a certain
amount of resources that can be reallocated for Capital Projects, the management of
Incidents affecting live service (and associated Problems) will always take priority
over performance of Commercial Terms and as such, any resources may be removed
from such Capital Projects if required to resolve an Incident or Problem without prior
notice to Post Office and Fujitsu Services will be relieved from any failure to meet its
obligations associated with delivering the Capital Project that arise specifically as a
result of such resources being removed from the Capital Project.

Upon receipt of a request for a Capital Project, Fujitsu Services shall, triage the
requirement in accordance with the CT process currently in place in order to
determine the required resource profile and availability of appropriately skilled
resources to be allocated to the project, taking into account current Service Incidents
and Problems and resource requirements for existing Capital Projects.

The Commercial Terms for the requested Capital Project will include the estimated
number of days which are intended to be delivered by the Development Capacity
Resource, and which additional resources will need to be funded (if any). For CTs
where no additional resources outside of the Development Capacity Resource are
required, the value of the CT will be shown as Zero. For CTs where some additional
resource is needed, the CT will provide an approximate, estimated split (expressed
as a resource break down) between the resources to be provided from the
Development Capacity Resource and other resources for the purposes of calculating
an estimate.

A monthly report will be provided detailing the number of days of Development
Capacity Resource capacity per grade that has been consumed by agreed fixes,
Commercial Terms or otherwise by Capital Projects to date but this will not be detailed
at an individual level or set out in timesheets. The parties shall agree appropriate
metrics to monitor, forecast and manage the utilisation of the Development Capacity
Resource and it shall be reviewed in an appropriate forum.

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Version History

SCHEDULE 13

Digital Development Services

Version No.

Date

Comments

13.0

23-Nov-2020

Added as per CCN1643

SCHEDULE 13

DIGITAL DEVELOPMENT SERVICES

1. BACKGROUND

14 Paragraph 10 of the MOU outlined the parties’ intention to agree a structure and
process required for Fujitsu Services to establish a Fujitsu Services-led agile software
delivery capability (the “Digital Development Services” or “DDS’), including:

1.4.4

the contractual mechanism for incorporating the new delivery capability into

the Agreement;

1.1.2 the financial charging mechanism;
1.1.3. the roles, responsibilities and dependencies required for Fujitsu Services to
lead the agile teams;
1.1.4 the size and scope of the teams; and
1.1.5. the mechanisms and processes required to manage the developments.
1.2 Accordingly this Schedule 13 (Digital Development Services) sets out the structure

and process by which Fujitsu Services shall provide, and the Post Office shall
consume, Digital Development Services.

1.3 For clarity where the parties agree to use the DDS in order to develop Software the
provisions relating to Development Services within Schedule B1.1 (Development
Services) shall not apply.

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2. DEFINITIONS

The following terms shall have the corresponding meanings for the purposes of this
Schedule 13 (Digital Development Services):

Acceptance means, in respect of any Sprint Requirement, that the Sprint
Functionality meets: (i) its Acceptance Criteria; and (ii) the relevant Definition of Done
in accordance with the provisions of paragraph 1.25 of Appendix 1 (Agile
Methodology), and “Accepted” shall be construed accordingly;

Acceptance Criteria means, in respect of any Sprint Requirement, the acceptance
criteria that shall be applied to the relevant Sprint Functionality;

Acceptance Tests means, in respect of any Sprint Requirement, the tests to be run
to determine whether the relevant Sprint Functionality complies with the relevant
Acceptance Criteria and the expected results of those tests;

Agile Methodology means the processes and standards set out in or referred to by
paragraph 9;

Agreed Metrics means the metrics referred to in Part 2 of Appendix 4 (Governance);

Business Case means, in respect of each Product, a document created by Post
Office in accordance with its internal processes and requirements that builds upon
the Product Vision and, amongst other things, sets out the expected: (i) investment
required for creating the Product; (ii) tangible and intangible benefits; and (iii) financial
return on investment;

Collaboration Technology means compatible audio and video conferencing
facilities between the Post Office and Fujitsu Services with the ability to share
screens;

Daily Stand Up means a meeting of the Sprint Team on each Business Day during
the DDS Term (except during any period of leave agreed by the parties) to discuss:
(i) tasks completed on the previous Business Day; (ii) tasks to be completed on the
current Business Day; and (iii) any impediments potentially affecting attainment of the
Sprint Requirements;

DDS Commencement Date means 1 August 2018;
DDS Rate Card means the rate card set out in Appendix 5 (DDS Charges);

DDS Service Review means the meeting described under the heading DDS Service
Review in Part 1 of Appendix 4 (Governance);

DDS Term means the period of time from the DDS Commencement Date until 34
March 2023;

DDS Tools means the tools listed in Appendix 6 (Too/s), together with any other tools
required for delivery of the DDS as agreed between the parties and specified in the
Product Overview Document;

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Definition of Done means, in respect of any Sprint Requirement, the criteria set out
in Appendix 2 (Definition of Done) as well as any additional specific criteria agreed
by the parties that must be successfully met for the specific Sprint Functionality to be
considered complete;

Definition of Ready has the meaning given in paragraph 1.11 of Appendix 1 (Agile
Methodology);

Delivered Sprint Requirement means a Sprint Requirement that is Accepted;

Demand Forecast means the overall forecast of demand for the Digital Development
Services, including details of all Products within scope of DDS;

Digital Demand Forecasting Board means the meeting described under the
heading Digital Demand Forecasting Board in Part 1 of Appendix 4 (Governance);

Disrupted Sprint has the meaning given in paragraph 11.4;

Estimating Methodology means the agile methodology used for the purposes of
sizing User Stories and allocating an appropriate number of Story Points, as agreed
between the parties;

MOU means the memorandum of understanding between Post Office and Fujitsu
Services dated 16 November 2017;

Participants means those persons referred to in Appendix 3;
Per Sprint Story Point Allocation means one hundred (100) Story Points;
Platform Standing Team has the meaning given in paragraph 3.4;

Post Office DDS Locations means the UK offices where any element of the DDS is
performed by Fujitsu Services, being: (i) 101 Finsbury Pavement, London, EC2A
1RS; (ii) Finsbury Dials, 20 Finsbury Street, London, EC2Y 9AQ; and (iii) 4 Middle
Pavement, The Pavements, Chesterfield, S40 1PA;

Product means a software solution, or collection of software solutions with its own
Product Backlog, managed independently of any other Product;

Product Backlog has the meaning given in paragraph 1.7 of Appendix 1 (Agile
Methodology);

Product Initiation means the process by which the Product Delivery Manager and
the Product Owner agree the Product Overview Document;

Product Roadmap means the document created per Product which sets out the
roadmap for the Product including the Product Vision and the Release Plan and is
updated by the Product Delivery Manager regularly;

Product Delivery Manager has the meaning given in paragraph 4.7;

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Product Overview Document means the summary of the Product Vision, the
architecture approach, the Release and Test Strategy, the intended service model
and the initial release roadmap for each Product;

Product Owner has the meaning given in paragraph 4.1;
Product Sponsor has the meaning given in paragraph 4.2;

Product Vision means a document created by Post Office as an outline of the
Product, describing its goals, targeted benefits and overall focus;

Reference User Stories means the library of reference User Stories maintained by
Fujitsu Services and reviewed, and where necessary updated, quarterly, containing
example User Stories that have been sized and allocated a number of Story Points
in accordance with the Estimating Methodology, with each such User Story also
including narrative and description so as to set out the justification for the applicable
number of Story Points that were allocated and, following the applicable Sprint, the
number of Story Points actually required to complete such User Story;

Release means a collection of Delivered Sprint Requirements that have been
approved by the Product Owner for release into the live environment in accordance
with the Release and Test Strategy;

Release and Test Strategy means a document created by Post Office that sets out
the approach to testing and release for the particular Product in accordance with
Paragraph 8;

Release Plan means the planned schedule of releases for the Product to the live
environment;

Relief Event means a failure by Post Office to satisfy the relevant Sprint
Dependencies or Transition Dependencies;

Service Requirement means the document describing the nature and level of in-life
support that the Product will require once accepted into production within the Post
Office environment;

Software means the software to be developed under this Schedule 13 (Digital
Development Services);

Source Code means the source code of the Software to which it relates, in the
language in which the software was written, together with all related flowcharts and
technical documents, all of a level sufficient to enable the Post Office’s development
personnel to understand, develop and maintain that Software;

Sprint means a development cycle performed as part of the DDS;

Sprint Backlog has the meaning given in paragraph 1.13.1 of Appendix 1 (Agile
Methodology);

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Sprint Closure Report means, in respect of each Sprint, the report to be created as
an output of the Sprint Retrospective Meeting which sets out the number of User
Stories completed in each Sprint as against the number of User Stories which were
proposed to be completed within the same Sprint, details of any Relief Events, and
any known reasons where the number of achieved User Stories is less than the
number of proposed User Stories in the same Sprint;

Sprint Dependencies means the dependencies listed in paragraph 12 and, in
respect of any specific Sprint, the dependencies agreed between the Product Owner
and the Product Delivery Manager prior to the commencement of such Sprint in
accordance with paragraph 1.14 of Appendix 1 (Agile Methodology);

Sprint Functionality has the meaning given in paragraph 1.19 of Appendix 1 (Agile
Methodology);

Sprint Planning Meeting has the meaning given in paragraph 1.13 of Appendix 1
(Agile Methodology);

Sprint Requirement has the meaning given in paragraph 1.13.7 of Appendix 1 (Agile
Methodology);

Sprint Retrospective Meeting has the meaning given in paragraph 1.27 of Appendix
1 (Agile Methodology);

Sprint Review Meeting has the meaning given in paragraph 1.23 of Appendix 1
(Agile Methodology);

Sprint Team means the Participants in the Sprint (as described in paragraph 6.1)
and any replacements from time to time;

Standard Sprint Team Structure has the meaning given in paragraph 6.1;

Story Points means a unit of measurement of the effort required for completion of
each User Story to be estimated by the Sprint Team in accordance with the principles
in paragraphs 1.7 and 1.17 of Appendix 1 (Agile Methodology);

Transition Dependencies means any Post Office dependencies upon which the
successful completion of the transition activities set out within CT 2609 are
dependent, as explicitly identified within the CT 2609 as Post Office Dependencies;

Transition Period means the period of transition as set out in the CT 2609; and

User Story means a non-technical description of a development requirement of Post
Office, expressed as a high level outcome, including the intended operations,
functions, performance, non-functional requirements, service requirements and other
characteristics of the Software or part of the Software.

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3.

3.1

3.2

3.3

3.4

3.5

STRUCTURE OF THE SERVICE
The Oversight Roles

Each party will provide the oversight roles detailed in paragraph 4 to enable delivery
and operation of the DDS in accordance with this Schedule 13.

Where any of Fujitsu Services appointed oversight roles are agreed by the parties to
be provided from the Core Team, Fujitsu Services agrees that, notwithstanding
paragraph 14.2 of Annex 3 of Schedule A2 to the Agreement, Post Office shall not
be required to give three (3) months’ notice to Fujitsu Services in order to effect this
variation of the posts in the Core Team.

The Charges for the Fujitsu Services appointed oversight roles are detailed in
Appendix 5 (DDS Charges).

Product Roles

The Product Roles provide services to support individual Products which sit outside
of the Sprint Team structure, as more fully described in Appendix 3. The “Product
Roles’ will be made up of the following Participants and will, unless otherwise agreed
during Product Initiation or subsequently during an annual review of the same for
each Product by the parties, require one of each of the following Participants per
Product:

3.4.1. Product Sponsor (Post Office role);

3.4.2 Product Owner (Post Office role);

3.4.3. UX designer (Post Office role);

3.4.4 Product Delivery Manager (Fujitsu Services role); and

3.4.5 Solution Owner (Fujitsu Services role);

who shall have the responsibilities set out in Appendix 3 (Participants).
The Platform Standing Team

Fujitsu Services shall provide a “Platform Standing Team”, which shall provide an
overarching capability to manage the delivery of the DDS and shall provide the
following functions:

3.5.1 platform engineering;

3.5.2 environment and configuration engineering;
3.5.3. CI/CD automation engineering;

3.5.4 security engineering;

3.5.5 test automation engineering;

3.5.6 performance and availability engineering.

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3.6

3.7

3.8
3.9

3.10

41

4.2

4.3

44

45

46

47

48

The Charges for the Platform Standing Team are detailed in Appendix 5 (DDS
Charges).

Sprint Teams

Sprint Teams shall be responsible for delivering Software that provides functionality
to fulfil User Stories under the DDS.

The make-up of a standard Sprint Team is detailed in paragraph 4 below.

Sprint Teams shall be ordered by Post Office in accordance with the process set forth
within Appendix 5 (DDS Charges).

The Charges for a standard Sprint Team are detailed in Appendix 5 (DDS Charges).

PARTICIPANTS AND THEIR RESPECTIVE ROLES
Post Office oversight roles

Post Office shall appoint a “Delivery Lead”. The Delivery Lead shall have the
responsibilities set out in Appendix 3 (Participants).

Post Office shall appoint a “Test Manager’. The Test Manager shall have the
responsibilities set out in Appendix 3 (Participants).

Post Office shall utilise its existing release management process to carry out the
activities assigned to the Post Office obligation to provide a release manager, the
responsibilities for which are set out in Appendix 3 (Participants).

Fujitsu Services oversight roles

Fujitsu Services shall appoint a “DDS Lead”. The DDS Lead shall have the
responsibilities set out in Appendix 3 (Participants).

Fujitsu Services shall appoint an “Architect Owner’. The Architect Owner shall have
the responsibilities set out in Appendix 3 (Participants).

Fujitsu Services shall appoint a “Release Coordinator’. The Release Coordinator
shall have the responsibilities set out in Appendix 3 (Participants).

The parties may agree jointly to appoint an agile coach and where this is the case
the parties shall fund this resource between them with the precise allocation to be
agreed but based on the principle that both parties must derive benefit from this role
for both parties to share the resource costs.

Location

Post Office agrees that the individuals fulfilling the Standard Sprint Team roles may
be based in different locations, which may be geographically dispersed including
outside the UK, provided that Fujitsu Services:

4.8.1 where individuals are working within Fujitsu Services controlled premises,
provides the Sprint Team with Collaboration Technology that ensures that

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4.9

6.2

individuals are able to work efficiently and effectively across such locations;
and

4.8.2 ensures that there is no compromise in quality of the Digital Development
Services where roles in the Sprint Team fulfilled by members of Fujitsu
Services personnel are delivering Digital Development Services from
outside the United Kingdom, and ensures that Post Office has access to
such members of Fujitsu Services personnel, including the ability to visit
them at the relevant Fujitsu Services premises, provided that reasonable
notice is provided by to Fujitsu Services by Post Office.

Where individuals are working within Post Office controlled premises, Post Office
shall provide the Sprint Team with Collaboration Technology that ensures that
individuals are able to work efficiently and effectively across such locations.

KEY PERSONNEL

The parties agree that the following roles shall be Key Personnel for the purposes of
Clause 41 of the Agreement:

5.1.1 Product Delivery Manager;
5.1.2 DDS Lead; and
5.1.3. Architect Owner.

SPRINT TEAM STRUCTURE

The following shall be the standard structure for a Sprint Team (“Standard Sprint
Team Structure”):

6.1.1 1 ScrumMaster;

6.1.2 4 Developers;

6.1.3 1 Tech Lead;

6.1.4 2 Test Analysts; and

6.1.5 1 Business Analyst,

each of which shall have the responsibilities set out within Appendix 3 (Participants).

The parties acknowledge and agree the benefit of standardisation and consistency in
the structure and delivery of the Digital Development Services. However, during the
Product Initiation phase or at any other time agreed by the Digital Demand
Forecasting Board (on at least 90 days’ prior notice), if, despite having acted
reasonably to seek to use the Standard Sprint Team Structure and standard size of
Sprint Team, Post Office and Fujitsu Services are unable to make use of such
Standard Sprint Team Structure, Post Office and Fujitsu Services may agree (or, in
exceptional circumstances only, where the Standard Sprint Team Structure and

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6.3

6.4

7.1

standard size of Sprint Team cannot accommodate the Sprints intended for a Sprint
Team, Post Office may require):

6.2.1 analternative structure for a Sprint Team for a given Product that differs from
the Standard Sprint Team Structure in which case the parties will agree upon
the allocated roles to be contained within that alternative or smaller Sprint
Team and consider any applicable necessary changes to the Per Sprint
Story Point Allocation accordingly, taking into consideration the composition
of the Sprint Team and increased (for example, due to improved
communication as a result of a smaller team) or decreased (for example, a
larger percentage of a smaller team providing management, rather than
development, functions) efficiencies introduced through the size of Sprint
Team;

6.2.2 an alternative, smaller size for a Sprint Team, in which case the parties will
agree upon the allocated roles to be contained within that alternative or
smaller Sprint Team and consider any applicable necessary changes to the
Per Sprint Story Point Allocation accordingly; or

6.2.3 to fill a Fujitsu Services appointed role in the given Sprint Team with a Post
Office individual (provided that the ScrumMaster and Tech Lead shall always
be filled by Fujitsu Services).

For clarity, the day to day management of the Sprint Team resides with Fujitsu
Services and Post Office shall ensure that any of the Sprint Participants who are Post
Office roles agree to accept management and direction by Fujitsu Services.

For each Sprint, Fujitsu Services shall ensure that the Fujitsu Services appointed
roles in the Standard Sprint Team Structure are filled by effectively trained individuals
with the abilities, qualifications and experience necessary to meet the Sprint
Requirements. The parties acknowledge the continuity benefit of retaining the same
individuals in the appointed roles and therefore any changes will need to be managed
to minimise Sprint disruption. In particular, Fujitsu Services shall not change any
individual in the Fujitsu Services appointed roles without a valid, justifiable reason for
doing so, which it shall provide to Post Office in advance of the individual being
changed. Where the Sprint Requirements for a Sprint require particular skillsets,
Fujitsu Services may, in consultation with the Product Owner, vary the individuals in
the Fujitsu Services appointed roles for that Sprint in order to match such skillsets.

DEMAND FORECASTING

The Digital Demand Forecasting Board

Post Office shall be responsible for arranging and managing the Digital Demand
Forecasting Board which shall meet every 12 weeks during the DDS Term, and as
otherwise required. The Digital Demand Forecasting Board shall work with the Post
Office’s portfolio management processes to understand, assess and manage the

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7.2

7.3

8.2

overall Demand Forecast. Should the Digital Demand Forecasting Board fail to meet
as scheduled, Fujitsu Services shall escalate the same to Post Office’s Group ClO
as a priority and the Digital Demand Forecasting Board shall urgently meet within 5
business days of such escalation.

The Digital Demand Forecasting Board shall be responsible for:

7.2.1 reviewing and registering new Products on the Demand Forecast by
assessing whether there is available capacity for these within the current
resources involved in the provision of DDS (as set out in Appendix 3);

7.2.2 agreeing the Sprint Team requirements and associated increase or
decrease in other resources as appropriate on a 90 day ordering block as
more fully described in Appendix 5;

7.2.3 shifting available capacity from one Product to another Product as forecast
demand flexes (including where Post Office requires urgent works on a
Product or otherwise wishes to prioritise or expedite a Product); and

7.2.4 allocating Sprint Teams to Product Owners and Product Delivery Managers/

The commercial mechanisms for ordering additional capacity or reducing a previous
commitment are set out in Appendix 5 to this Schedule 13.

The provisional attendees to the Digital Demand Forecasting Board are set out in
Appendix 4 (Governance).

PRODUCT INITIATION

Once the Product Vision and Business Case have been produced by the relevant
Product Sponsor and approved internally by Post Office, then where Post Office
requires Fujitsu Services to commence the delivery of the relevant Product it shall
commence Product Initiation. Product Initiation utilises the Product Vision and
Business Case to deliver the pre-requisites and dependencies that are necessary
before development work can commence.

As part of Product Initiation, Fujitsu Services, with Post Office input, shall produce the
following key deliverables:

8.2.1 a Product Overview Document, which will contain the following components,
some of which will have been prepared by Post Office:

(a) a detailed Product Vision which has been prepared by the Product
Owner;

(b) an overview of the architectural approach, including an agreement
as to any elements of the Product which are Listed Rights (if known
at this stage);

(c) a Release and Test Strategy for the Product which itself has been
prepared by the Post Office; and

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(d) the Service Requirements for supporting the Product once live; and

8.2.2 an initial Product Backlog.

In order to support Post Office to complete the Product Roadmap for the Product,
Fujitsu Services will perform the following activities:

8.3.1 provide support and expertise to the Product Owner to enable effective
planning;

8.3.2 analyse User Stories to provide advice on dependencies and pre-requisites
so that User Stories in the Product Backlog can be correctly prioritised and
sequenced;

8.3.3 provide advice on the size and complexity of each User Story to enable items
in the Product Backlog to be scheduled into available Sprints;

8.3.4 provide input to enable Product Backlog items to be identified as Planned
User Stories and/or Stretch User Stories; and

8.3.5 feed into the Digital Demand Forecasting board as necessary.

AGILE METHODOLOGY

Each party shall act in accordance with the provisions of Appendix 1 (Agile
Methodology).

PERFORMANCE METRICS

The parties shall comply with the terms of Appendix 4 (Governance) and Appendix 8
(Service Credit Mechanism).

RELIEF EVENTS AND DISRUPTED SPRINTS

To the extent that Fujitsu Services becomes aware that it may be unable to complete
a Sprint Requirement as the result of the occurrence of a Relief Event, Fujitsu shall:

11.1.1 notify Post Office as soon as reasonably possible and at the next Daily
Stand-up; and

11.1.2 use its reasonable endeavours to mitigate the Relief Event (which may
include working on alternative User Stories within the Sprint Backlog).

Where Fujitsu Services is not able to sufficiently mitigate the Relief Event, the
affected Sprint Requirement(s) shall be removed from the relevant Sprint and the
matter shall be escalated to the ScrumMaster and Product Owner, who shall refer the
matter (with their recommendations) to the Delivery Lead and Product Delivery
Manager for resolution. The parties will agree the impact of the Relief Event on the
affected Sprint Requirement(s) upon the Sprint (including with regard to Appendix 8
(Service Credit Mechanism)).

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11.4

12.
12.1

13.
13.1

Fujitsu Services shall not be liable for failing to complete a Sprint Requirement that
has been removed from a Sprint pursuant to paragraph 11.2, but shall still be required
to seek to complete the remainder of the Sprint Requirements in the relevant Sprint.

Where the Product Owner elects in respect of any given Sprint to cease such Sprint
or to make a material change to a Sprint prior to scheduled completion, and such
Sprint is thus ceased prior to scheduled completion, such Sprint shall be considered
a “Disrupted Sprint’.

Where a Priority 1 or Priority 2 incident occurs in respect of a given Product (as
determined by Post Office) and such incident is identified through the existing incident
management procedures as being within the remit of the Digital Development Service
as a resolver group, then (unless otherwise specified by Post Office), one or more of
the Sprint Teams for such Product (as directed by the DDS Lead) shall immediately
prioritise resolving such incident, irrespective of the current Sprint Backlog. The
occurrence of such Priority 1 or Priority 2 incident shall be considered a Relief Event
for the impacted Sprints.

CHARGES

In consideration for the provision of the Digital Development Services, Post Office
shall pay to Fujitsu Services the Charges set out in Appendix 5 (DDS Charges) (the
“DDS Charges’).

DEPENDENCIES
The following Post Office Dependencies shall apply to all Sprints:

13.1.1 Post Office shall provide Collaboration Technology in accordance with
paragraph 4.13 together with appropriate workspace for agile development
at the Post Office Locations;

13.1.2 Post Office shall obtain and shall maintain and adhere to the terms of all
necessary licences, consents, and permissions necessary for Fujitsu
Services, the Sprint Teams and the ScrumMaster to perform their respective
roles, responsibilities, obligations and duties under this agreement, provided
that Fujitsu Services have previously notified Post Office of these licences,
consents and permissions together with the relevant requirements;

13.1.3. Post Office shall ensure that all network connections and
telecommunications links reasonably required by Fujitsu Services in order to
provide the Digital Development Services comply with the relevant
specifications provided by Fujitsu Services from time to time;

13.1.4 For each Sprint, Post Office shall ensure that the Post Office appointed roles
in the Standard Sprint Team Structure are filled by effectively trained
individuals with the abilities, qualifications and experience reasonably
necessary to perform their respective obligations; and

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13.1.5 Post Office shall provide the necessary development and test environments
needed for the parties to develop, test and implement the Software created
pursuant to the Digital Development Services.

14, LIABILITY

14.1 Notwithstanding Clause 44, the total aggregate liability of Fujitsu Services, whether
in contract, tort (including negligence) or otherwise for all Defaults arising under or in
connection with the Digital Development Services (including this Schedule 13), in any
given Financial Year, shall in no circumstances exceed the greater of (i) the Charges
for Digital Development Services paid or payable in or in respect of such Financial
Year; and (ii) £7,200,000.

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14

1.2

1.3
1.4

1.5

1.6

APPENDIX 1
AGILE METHODOLOGY

GENERAL

The Participants shall adopt an agile development methodology based upon the
“Scrum Framework” for the Products in the Product Roadmap and development work
shall be carried out during a series of Sprints and in accordance with the processes
set out within this Appendix 1 (Agile Methodology).

Each Sprint shall have a fixed period of two (2) weeks, during which a Sprint Team
shall complete and test Sprint Functionality in respect of all Sprint Requirements in
the Sprint Backlog. On the completion of a Sprint, the Sprint Team shall promptly
commence the next Sprint for which a Sprint Backlog has been prepared in
accordance with paragraphs 1.17 of this Appendix 1 (Agile Methodology).

The Participants shall use the DDS Tools in the provision of the DDS.

The total number of Story Points for the User Stories allocated to each Sprint shall
equal the Per Sprint Story Point Allocation for all Standard Sprint Teams. For the
avoidance of doubt, the Sprint Backlog for each Sprint will include additional User
Stories in excess of the Per Sprint Story Point Allocation, which may be used by the
Sprint Team in place of those User Stories due to be completed during such Sprint
where required to enable Fujitsu Services to manage the throughput and achieve the
Per Sprint Story Point Allocation. An example of when this might occur is an
unexpected inability to complete a given User Story during such Sprint.

Notwithstanding any other provision of this Agreement the parties acknowledge that
the goal of each Sprint is to complete Sprint Functionality to fulfil all Sprint
Requirements within the applicable Sprint Backlog; however, by nature of the agile
approach used in the delivery of the Digital Development Services, it may be the case
that, despite the Sprint Team having completed sufficient Story Points so as to meet
the Per Sprint Story Point Allocation for the applicable Sprint, not all such Sprint
Functionality is completed within such Sprint. Accordingly, for the purposes of the
Service Levels, Fujitsu Services’ performance under this DDS Schedule shall be
assessed against the number of Story Points actually completed and delivered within
each Sprint, rather than the number of Sprint Requirements fulfilled. For the
avoidance of doubt, where the estimated Story Points for a Sprint Requirement
changes during the course of a Sprint then, where agreed between the parties, the
actual Story Point allocation for that Sprint Requirement will be considered for the
purposes of assessing Fujitsu Services pursuant to Appendix 8 (Service Credit
Mechanism).

Sprints may be run in parallel, where conducted by separate Sprint Teams.

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1.7

1.8

1.9

1.10

Product Backlog

A product backlog shall be prepared for each Product by the relevant Product Owner,
using the Product Backlog tool and in consultation with the Product Delivery Manager,
and shall include the following items:

1.7.4 a prioritised set of development requirements (which may include bug fixes,
minor enhancements, new feature requests, non-functional requirements,
service requirements and major functionality changes) to be completed,
expressed as User Stories;

1.7.2 the estimated business value of each User Story;

1.7.3. anestimate of the number of Story Points for each User Story, allocated with
reference to the Reference User Stories;

1.74 asset of Acceptance Criteria for each User Story and any further details of
these User Stories provided by the Product Owner; and

1.7.5 a Definition of Done for all User Stories,
(the “Product Backlog’).

The Product Owner may add User Stories to the relevant Product Backlog at any time
and, when any such User Story is added, the Product Delivery Manager shall, in
consultation with the Product Owner, set the number of Story Points using the
Estimating Methodology and with reference to the Reference User Stories and the
Acceptance Criteria.

A Product shall be complete once all User Stories in the Product Backlog have been
delivered and the Product Owner has notified Fujitsu Services accordingly.
Notwithstanding the foregoing, the Product Owner may opt to end the delivery of the
Product at any point prior to the completion of all User Stories.

For the avoidance of doubt, the Product Backlog may include third line support
activities arising as a result of incidents and problems raised by Post Office and
triaged for resolution to the Digital Development Service through the existing incident
management procedures.

User Stories and the Definition of Ready

Before User Stories from the relevant Product Backlog can be included in a Sprint,
they shall meet the following requirements:

1.11.1. User Stories should be written in this format “As a <kind of user> I want
<feature> so that <benefit>” and satisfy the criteria of the INVEST matrix;

1.11.2 User Stories shall each include all appropriate investment criteria and
Acceptance Criteria both of which are written in a way that can be
understood by the Sprint Team;

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1.11.3 User Stories shall be written in a way that can be understood by the Sprint
Team, especially the developers and testers;

1.11.4 User Stories shall include both functional and non-functional requirements;
1.11.5 User Stories shall have an associated level of priority;

1.11.6 User Stories shall have unique identifiers to maintain traceability and to ease
the mapping of User Stories where User Stories are related;

1.11.7 User Stories have been sized and allocated a number of Story Points using
the Estimating Methodology by the Sprint Team (and confirmed by the
Product Delivery Manager) and utilising the Reference User Stories; and

1.11.8 the Sprint Team understands how the User Story will be tested and
demonstrated,

(together the “Definition of Ready’).

The Sprint Team, working with the Product Delivery Manager and the Product Owner,
shall be entitled to reject any User Stories that do not meet the Definition of Ready at
least 10 business days prior to the proposed Sprint. Where a User Story is rejected
pursuant to this paragraph 1.12 of Appendix 1 (Agile Methodology), the Product
Delivery Manager and the Product Owner may agree to return the User Story to the
Product Backlog to be rewritten and included in a later Sprint.

Sprint Planning Meeting

The Participants shall hold a sprint planning meeting at least 5 business days before
each Sprint commences (the “Sprint Planning Meeting’). At the Sprint Planning
Meeting:

1.13.1 the Product Owner shall identify which User Stories from the relevant
Product Backlog he/she wishes to be included in the backlog for such Sprint
(the “Sprint Backlog”);

1.13.2 the Sprint Team, working with the Product Delivery Manager and the Product
Owner, shall agree the nature of any accompanying documentation required
for each User Story within the Sprint Backlog;

1.13.3 the Sprint Team, working with the Product Delivery Manager and the Product
Owner, shall review and confirm and/or refine the estimated number of Story
Points for each User Story within the Sprint Backlog;

1.13.4 the Sprint Team, working with the Product Delivery Manager and the Product
Owner, shall review and confirm and/or refine the Acceptance Criteria for
each User Story within the Sprint Backlog, specify the Acceptance Tests and
review and confirm and/or refine the Definition of Done that will apply to
every User Story within the Sprint Backlog. As a minimum, the Definition of
Done shall include the criteria set out in Appendix 2 (Definition of Done);

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1.15

1.13.5 based on the output of the processes in paragraphs 1.13.3 and 1.13.4 of this
Appendix 1 (Agile Methodology), the Sprint Team, working with the Product
Delivery Manager and the Product Owner, shall determine how many of
such User Stories can be completed during such Sprint, provided that the
sum of the Story Points for the User Stories shall equal the Per Sprint Story
Point Allocation;

1.13.6 the Sprint Team, working with the Product Delivery Manager and the Product
Owner, may decide to replace a higher priority User Story with a lower
priority User Story bearing equal or fewer Story Points if it is technically
expedient to do so; and

1.13.7 the Product Delivery Manager and the Product Owner shall agree the final
selection of User Stories to be included in the Sprint Backlog (each, a “Sprint
Requirement’).

At the Sprint planning meeting, the Product Delivery Manager and the Product Owner
will also identify and agree the specific Sprint Dependencies on Post Office that are
required for the Sprint Team to be able to complete the Sprint Requirements.

At the Sprint Planning Meeting, the Product Delivery Manager and the Product Owner
will also review and confirm and/or refine which (if any) elements of the Sprint
Functionality will be Listed Rights in accordance with Paragraph 7 of Schedule H
(Digital Intellectual Property Provisions).

Once the Sprint Requirements for a Sprint have been agreed, no alterations or
additions to the Sprint Requirements (including the estimated number of Story Points,
Definition of Done and Acceptance Criteria) shall be made.

Sprint Backlog

The Product Delivery Manager shall then prepare the Sprint Backlog in consultation
with the Product Owner, which shall include:

1.17.1 the agreed Sprint Requirements;
1.17.2 the agreed number of Story Points allocated to each Sprint Requirement;

1.17.3 a breakdown of each Sprint Requirement into specific tasks and allocation
to individuals within the Sprint Team;

1.17.4 the Acceptance Criteria for each Sprint Requirement and the Definition of
Done for every Sprint Requirement; and

1.17.5 the agreed Sprint Dependencies.

The Sprint Backlog shall be completed no later than 10 business days prior to the
start of the applicable Sprint and, unless otherwise agreed by the parties, will contain
at least 120 Story Points worth of User Stories.

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1.20

1.21

1.22

1.23

Sprints

During each Sprint, the Sprint Team shall develop the functionality to meet each
Sprint Requirement in accordance with the Sprint Backlog, any agreed coding
standards and this Schedule 13 (Digital Development Services) (the “Sprint
Functionality”).

By the end of each business day during the course of each Sprint, the Sprint Team
shall ensure that all functionality and other materials developed during the course of
such business day are made available (in their current state of development) in
Source Code form on an agreed code repository, for review by Post Office. The
Sprint Team shall consider, and where appropriate implement, any feedback from
such review during the course of the Sprint provided that any change to a User Story
during the Sprint may only proceed with the express consent of both the Product
Delivery Manager and Product Owner.

During each Sprint, the Sprint Team shall maintain the Sprint Backlog and update it
daily to reflect progress towards completion of the Sprint Requirements.

If, during the course of any Sprint, a dispute between the Parties arises in connection
with any Sprint Requirement which cannot be resolved within the Sprint Team, then
such Sprint Requirement shall be immediately removed from the scope of such Sprint
and the Sprint Team will seek to deliver an alternative User Story from the Sprint
Backlog to make up the Per Sprint Story Point Allocation. Where there is no
alternative User Story that is reasonably suitable to be delivered during the Sprint in
place of such Sprint Requirement, then for the purposes of assessing performance
under Appendix 8 (Service Credit Mechanism), the Per Sprint Story Point Allocation
for that Sprint shall be reduced by the number of Story Points allocated to the
removed Sprint Requirement and all Story Points expended on such Sprint
Requirement during the Sprint shall be excluded from any Service Level calculation.

Sprint Review Meetings

Within 5 business days of the last day of each Sprint, the Product Delivery Manager,
the Product Owner and the Sprint Team shall hold a review meeting in respect of
such Sprint (a “Sprint Review Meeting”). At the Sprint Review Meeting, the
Participants shall:

1.23.1 determine whether the Sprint Functionality meets the Acceptance Criteria
for each Sprint Requirement, and the Definition of Done for all Sprint
Requirements, in the Sprint;

1.23.2 agree the manner in which any ongoing support for the Sprint Functionality
will be handled; and

1.23.3 review the Agreed Metrics for the Sprint and, where appropriate, propose
additional measures to be added to the Agreed Metrics for consideration by
the DDS Service Review.

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1.24

1.25

1.26

1.27

1.28

Any Sprint Requirement the Sprint Functionality for which has: (i) not met its
Acceptance Criteria; (ii) not met the relevant Definition of Done; or (iii) not been
developed during the relevant Sprint, shall not be submitted to Post Office for
Acceptance.

Any Sprint Requirement the Sprint Functionality for which has: (i) met its Acceptance
Criteria; and (ii) met the relevant Definition of Done, shall be submitted to Post Office,
in both source and object code form for Acceptance. Within 2 business days of such
submission, the Product Owner shall sign such report to indicate agreement as to
that Sprint Functionality that has been Accepted. Where the Product Owner has not
signed the acceptance report or demonstrated why any Sprint Functionality has not
met the Definition of Done and the Acceptance Criteria in accordance with the above
timescales, Fujitsu Services shall escalate the matter to the Post Office Delivery Lead
who shall use all reasonable endeavours to provide a signed form of acceptance, or
provide reasonable evidence of why any Sprint Functionality has not been Accepted,
within 24 hours of the escalation.

Where Sprint Functionality is:

1.26.1 Accepted, it shall be marked as complete in the Sprint Backlog and the
relevant Product Backlog; or

1.26.2 not Accepted, it shall not be marked as complete in the Sprint Backlog and
the relevant Product Backlog, and the Product Owner shall reset the priority
for each outstanding User Story in the relevant Product Backlog.

Sprint Retrospective Meetings

Within 5 business days of the end of each Sprint, the ScrumMaster, the Delivery
Lead, the Product Delivery Manager and the Product Owner shall also hold a
retrospective meeting in respect of such Sprint (a “Sprint Retrospective Meeting’).
At the Sprint Retrospective Meeting, the Participants shall:

1.27.1 assess the impact of any Disrupted Sprints and/or Relief Event(s) on that
Sprint; and

1.27.2 discuss and agree potential improvements to their practices, teamwork and
environment for implementation in subsequent Sprints.

Prior to the Sprint Retrospective Meeting, the ScrumMaster shall provide all reports
specified in Part 2 of Appendix 4 (Governance) to Post Office.

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APPENDIX 2
DEFINITION OF DONE
1. THE DEFINITION OF DONE:
1.4 The Definition of Done shall comprise the following criteria:

1.1.1
1.1.2

1.1.3

1.1.5
1.1.6
1.1.7

the Acceptance Criteria applicable to the Sprint Requirement are met;

all code is peer reviewed, compiled and checked into the agreed code
repository;

all: (i) code is tested - code comes with automated tests — unit and
functional, which have passed successfully (as evidenced by relevant
automated test reports); (ii) unit tests are in Post Office’s designated
development code repository; (iii) manual test scripts are in an appropriate
test script management tool; and (iv) automated test scripts checked into a
suitable test repository;

all code builds without error and is integrated onto the agreed continuous
integration tooling;

the build is deployed to a demo server;
the relevant User Story is updated; and

all agreed documentation has been produced and meets its Acceptance
Criteria.

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14

N

3.
3.1

3.2

GENERAL

APPENDIX 3
DDS PARTICIPANTS

During the Transition Period, the parties shall review the contents of this Appendix 3
(DDS Participants) and shall agree any required updates together with specific
responsibilities for each role set out herein.

ORGANISATION

Product Owner (B) [snc feo

—— TestManager fev]

[POL Digital Development Lead } I Fujitsu DDS Detivery Lead I
1} Product Owner (A) I....snnsefnsenntnnentnnse Product Delivery Manager I

nf Prodkict Delivery Manager

ff Sunda ff Bo Seana] [ Semis] Secon

aaa IS an ae at II See"
I Team Team "eam x4
el nnescmasrnrnntmninrn if BA iy BA ne I

. anol Ta

Se

A yechieas (Teen teed —] ("Fecntees ] [Teen ene

Ce
on Solution Owner if

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UX Designer UX Designer
a, Platform a

Ly

Release Coordinator

PLATFORM STANDING TEAM

Scope and Purpose
3.1.1

The Platform Standing Team provide services to support the DDS using a

DevOps model. This includes the provisioning, support and maintenance of
environments for development, test and validation purposes, the support,
operation and maintenance of tooling to support development, test and
validation, and the provision of continuous build and integration automation
to ensure that developed code can be promoted through each environment
and into the live estate.

Platform Engineering
A function that:

3.2.1
3.2.2

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Works to identify, plan and monitor demand for DDS

Prioritises activities to support the smooth running of DDS

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3.2.3. Maintains, tracks and owns activities and tasks using agile methods to
ensure work in progress is minimised and cycle time for activities is
optimised

3.2.4 Contributes to, and reviews architectural designs and decisions with expert
advice on platform design

3.2.5 Identifies and develops platform solutions to ensure high availability

3.2.6 — Identifies, designs and develops mechanisms and solutions that support and
enable zero-downtime deployment

3.2.7 Identifies, designs and develops resource monitoring utilities to identify and
prevent performance and availability incidents

3.2.8 Identifies, designs and develops performance and capacity testing solutions

3.2.9 Monitors and evaluates resource consumption;

3.2.10 Supports, guides and coaches team members;

3.2.11 Acts as a point of contact for platform related matters

3.3 Environment and Configuration Engineering

A function that:

3.3.1

3.3.2
3.3.3
3.3.4
3.3.5
3.3.6
3.3.7

3.3.8

3.3.9

3.3.10

3.3.11

Works to understand planned development activities and identify
requirements for new and amended environments and resources

Provisions required environments and resources through automated means
Monitors and maintains environment & resources health and stability;
Improves platform performance & observability;

Optimises environment usage to reduce cloud consumption charges
Retires and decommissions environments that are no longer required

Maintains and monitors access control systems for all platforms,
environments and components

Advises sprint teams and other DDS Participants on security requirements
and vulnerabilities to ensure security is designed and built in at the earliest
opportunity

Ensures all platforms, environments and components have any necessary
security patches and updates deployed

Identifies and recommends tooling to automate security monitoring and
detection

Implements and manages any agreed security tooling

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3.4

3.3.12 Reviews and monitors access logs to identify attempted unauthorised
access

3.3.13 Participates in Root Cause Analysis for security issues where required

Automation Engineering
A function that:

3.4.1. Works to understand planned code components and identify requirements
for the code release automation platform

3.4.2 Develop and maintain the code release automation platform;

3.4.3 Install, configure and update code release platform components as needed
3.4.4 Develop and maintain the central configuration store;

3.4.5 Maintain and promote release cycles to each environment

3.4.6 Creates and maintains Source Code repositories, branching strategies and
processes for deployment of code to repositories

3.4.7. Develop and maintain Test Automation solutions

3.4.8 Manages and schedules automated test scripts as part of an automated
deployment solution

3.4.9 _ Installs, configures and updates test automation components as needed

3.4.10 Manages code repositories for automated test scripts, data and other
artefacts

3.4.11. Creates and maintains test automation reporting

3.4.12 Defines and creates testing scenarios in collaboration with other functions of
the Platform Standing Team

3.4.13 Supports release and deployment activities as required

3.4.14 Resolves issues and defects in a timely manner utilising automation to
identify root cause

3.4.15 Creates and maintains Cl/CD automation reporting

OVERSIGHT ROLES

Delivery Lead

A Post Office participant who shall:

4.1.1. Schedule and arrange the Digital Demand Forecasting Board; and

4.1.2 Attend the monthly DDS Service Review meeting

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4.1.3. Participate in product reviews and planning activities
4.1.4 Ensure that Post Office obligations and dependencies are delivered
4.1.5 Acts as a point of escalation for Fujitsu Services.

4.2 Release Manager

A Post Office participant who shall:

4.21
4.2.2
4.2.3
42.4

425
4.2.6
4.2.7
4.2.8
4.2.9

accept delivery from Sprint Teams;
manage test and release to live;
maintain visibility of Sprint planning activity;

agree with the Product Owner when Sprint output is suitable for Release to
production;

manage dependencies and risks related to software release;
co-ordinate integration activities, stakeholders and third parties;
agree regression points and approve regression when required
schedule deployment activities; and

ensure all stakeholder communication takes place.

4.3 Test Manager

A Post Office participant who shall:

4.3.1
4.3.2
4.3.3

43.4
4.3.5
4.3.6
4.3.7

43.8

4.3.9

4.3.10

Create and maintain an overarching Test Strategy for all DDS Products
Create and maintain a risk-based Test Plan for each DDS Product

Define and own the test activities as part of an integrated Test and Release
process

Review and validate the test results delivered by each sprint
Confirm to the Release Manager that delivered code is ready for release
Own a continual service improvement plan for quality assurance activities

Ensure that the Test Strategy, Test Plans and processes are communicated
to all team members and stakeholders

Work with the Product Delivery Manager, Product Owner, Business Analysts
and Architects to understand the Product Roadmap for each product, and
identify the requirements for automated testing.

Identify, select and continuously review appropriate testing tools and
frameworks to meet the testing requirements.

Create and maintain a technical design for the fully automated test solution
to support all DDS Products

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4.3.11
4.3.12

4.3.13

4.3.14

Support the Sprint Teams in the use and adoption of test automation tooling

Ensure consistency and standards in the creation of automated test scripts
across all products and teams through continuous review and feedback

Ensure that test coverage and quality statistics are produced automatically
and included in the agreed service reporting pack

Provide advice and guidance to the Sprint Teams as required

44 DDS Lead

A Fujitsu Services participant who shall:

444
44.2
443

444
445
4.4.6

447
448

44.9

4.4.10

Acts as Fujitsu Services single point of contact for Post Office Delivery Lead
Is accountable for the delivery of the entire DDS capability

Manages demand, through the Digital Demand Forecasting Board, for all
existing products and new products

Manages overall resource provision to meet demand
Owns the metrics and reporting related to the services

Contributes to new Business Cases through sizing and estimation for
portfolios of work

Chairs and facilitates DDS Service Review meetings

Ensures timely billing and invoicing for all services, including calculation of
credits

Manages continual service improvement activities across the whole DDS
service

Deals with issues and escalations

45 The DDS Lead shall be a Key role for the DDS Term
46 Architecture Owner

A Fujitsu Services participant who shall:

46.1

46.2

4.6.3
46.4

46.5

Define and agree architectural documentation requirements for DDS
Products

Review and approve all design documentation produced during the Product
Initiation phase

Contribute to the architectural roadmap for DDS Products and services

Act as technical design authority for all DDS design decisions which do not
impact the Post Office enterprise architecture

Seek approval, via an agreed technical authorisation process for all DDS
design decisions which impact the Post Office enterprise architecture

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46.6

46.7

Ensure that all solution designs are compliant with industry best practice and
published Post Office technical standards

Ensure that IPR ownership for all delivered components is registered as per
agreed processes.

47 The Architecture Owner shall be a Key role for the DDS Term
48 Solution Architect

A Post Office participant who shall;

4.8.1 Define and document the enterprise architecture within which DDS Products
must operate

48.2 Define and document any architectural principles and policies that DDS
Products must comply with

4.8.3 Provide timely review and approval of key architectural decisions required
for DDS Products

48.4 Facilitate the approval of any change requests to the Post Office enterprise
architecture that are needed to facilitate development of a DDS Product

49 Release Co-ordinator

A Fujitsu Services participant who shall:

4.9.1 support the Release Manager in release planning activities
4.9.2 co-ordinate and schedule all Fujitsu Services activities related to a release
deployment
4.9.3 identify dependencies on other Fujitsu Services provided services in relation
to DDS releases
4.9.4 ensure release decisions and plans are communicated to all Fujitsu Services
stakeholders
4.9.5 act as a single point of contact for the Release Manager
5. PRODUCT ROLES
5.1 The roles in this section relate to individual Products.

5.2 Product Owner

A Post Office participant who, in respect of their Product, shall:

5.2.1
5.2.2
5.2.3

support Sprint Teams during development;
request User Stories to be added to the Product Backlog;

acts as Post Office’s point of contact for the Product Delivery Manager and
Sprint Teams;

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5.2.4
5.2.5

5.2.6

5.2.7

5.2.8

5.2.9

5.2.10

maintains and articulates the Product Vision;

owns the Product Backlog content, definitively sets priorities and agrees
Acceptance Criteria with the Product Delivery Manager and is empowered
to make full and binding decisions on functionality and features that should
be included in the Product on behalf of the Post Office;

works with the Sprint Teams(s) to explain User Stories, clarify User Stories
and make decisions when requested on a daily basis;

participates in Sprint Review Meetings and confirms Sprint Requirements as
“done” in accordance with the Definition of Done;

participates in product review meetings and contributes to Product
Roadmap;

reviews and updates the relevant Product Backlog no less frequently than
fortnightly; and

communicates to Post Office stakeholders and users.

5.3 Product Sponsor

A Post Office participant who, in respect of their Product, shall:

5.3.1

5.3.2
5.3.3
5.3.4
5.3.5
5.3.6

5.3.7

be responsible for managing the stakeholders within the Post Office
organisation with a view to keeping each stakeholder engaged, informed and
supportive of the Product Vision and goals;

promote and champion the Product internally within Post Office;
review progress at product review meetings; and

act as the escalation point for issues within the Post Office.
ensure Budget is agreed for Product development and Release;

ensure that the Product receives the correct priority against other business
needs; and

ensure business value is delivered.

5.4 Product Delivery Manager

A Fujitsu Services participant who, in respect of their Product, shall:

5.4.1

5.4.2
5.4.3
5.4.4
5.4.5

act as Fujitsu Services’ single point of contact for the Product Owner and
Product Sponsor;

advise the Product Owner;
seek to ensure User Stories meet the Definition of Ready;
ensure Sprint Teams are resourced;

be accountable for the delivery of DDS for a Product;

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5.4.6 ensure compliance with technical standards and ensure quality of
deliverables;

5.4.7. manage all Fujitsu Services resources responsible for delivery;

5.4.8 be accountable for the delivery of DDS for a Product;

5.4.9 Own and maintain the Product Roadmap and Release Plan for the Product;

5.4.10 Own the Metrics and reporting related to a Product;

5.4.11. Chair and facilitate product review meetings;

5.4.12 Mentor, coach and advise the Product Owner;

5.4.13 Deal with issues and escalations; and

5.4.14. Ensure compliance for identification and reporting of IPR ownership. The
Product Delivery Manager shall be a Key role for as long as the Product is
still progressed through DDS.

5.5 Solution Owner

A Fujitsu Services Participant who shall:

5.5.1
5.5.2

5.5.3

5.5.4

5.5.5

Define the architectural roadmap for a DDS product

Produce architectural documentation for the DDS product as agreed with the
Architecture Owner

Seek and obtain all necessary approvals for architectural decisions related
to the product

Provide any necessary support to the sprint and standing teams to ensure
the architectural designs are realised

Ensure that IPR ownership for all delivered components is registered as per
agreed processes

5.6 UX Designer
A Post Office participant who shall:

5.6.1

5.6.2

5.6.3
5.6.4

Create and maintain a style guide describing the framework for the user
interface, and rules and guidelines for how to apply the style guide to
different requirements, scenarios and devices

Create a library of reusable assets for use by the development team when
building UI components

contribute to team estimates of User Stories and tasks;

engage with the Business Analyst, Product Owner and business
stakeholders in advance of Sprints to create and amend User Stories that
meet the INVEST criteria and document Acceptance Criteria for each;

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5.6.5 engage with other team members to clarify and elaborate User Stories as
required during Sprint execution;

5.6.6 — work with the Business Analyst and Product Owner to visually capture user
requirements, using wireframes, mockups and other techniques to represent
what the delivered Product will look like;

5.6.7 work with the Business Analyst to map User Stories to business functions
and create a story map for approval by the Product Owner;

5.6.8 work with developers to ensure delivered code meets the requirements for
user interface and contributes to the creation of graphical assets for use by
developers;

5.6.9 create and update relevant documentation to agreed standards;

5.6.10 participate in agile ceremonies and follows the agreed agile processes;

5.6.11 actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements; and

5.6.12 maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

6. STANDARD SPRINT TEAM
6.1 ScrumMaster

A Fujitsu Services participant, who shall:

6.1.1 lead the Sprint Team and manage the agile process;

6.1.2 agree the Sprint Requirements with the Product Owner and Product Delivery
Manager and ensure delivery of the Sprint Requirements within the Sprint;

6.1.3. accept User Stories from the Product Backlog into the Sprint Backlog when
the Definition of Ready is met;

6.1.4 ensure that the Sprint Team reviews and confirms and/or refines estimates
of Story Points using the Estimation Model;

6.1.5 protect the Scrum Sprint Team from interference and distraction; and

6.1.6 conduct Sprint Retrospective Meetings and capture actions arising

6.2 Developer

A Fujitsu Services participant who shall:

6.2.1
6.2.2

contribute to team estimates of User Stories and tasks;

work with the Test Analyst, create, update and execute automated testing
scripts for functional unit testing;

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6.2.3

6.2.4
6.2.5
6.2.6

6.2.7

create and update software code that meets the agreed technical standards
and satisfies the Acceptance Criteria and Definition of Done for assigned
User Stories;

create and update relevant documentation to agreed standards;
participate in agile ceremonies and follow the agreed agile processes;

actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements;

maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

6.3 Tech Lead

A Fujitsu Services participant who shall:

6.3.1
6.3.2

6.3.3
6.3.4
6.3.5
6.3.6

6.3.7

contribute to team estimates of User Stories and tasks;

work with the Sprint Team to ensure that software is created to an
architectural design that is consistent and maximises reuse of existing
assets;

ensure that code delivered is to a consistent quality standard
create and update relevant documentation to agreed standards;
participate in agile ceremonies and follow the agreed agile processes;

actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements; and

maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

6.4 Test Analyst

A Fujitsu Services participant who shall:

6.4.1
6.4.2

6.4.3
6.4.4
6.4.5

6.4.6

contribute to team estimates of User Stories and tasks;

work with the Developers, Business Analyst and other team members,
create, update and execute automated testing scripts for functional unit
testing;

create and update relevant documentation to agreed standards;
participate in agile ceremonies and follow the agreed agile processes;

actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements; and

maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

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6.5 Business Analyst

A Post Office participant who shall:

6.5.1 contribute to team estimates of User Stories and tasks;

6.5.2 engage with the Product Owner and business stakeholders in advance of
Sprints to create and amend User Stories that meet the INVEST criteria and
document Acceptance Criteria for each;

6.5.3 engage with other team members to clarify and elaborate User Stories as
required during Sprint execution;

6.5.4 work with the UX Designer to map User Stories to business functions and
create a story map for approval by the Product Owner;

6.5.5 work with the Test Analyst to ensure automated testing scripts satisfy the
Acceptance Criteria;

6.5.6 create and update relevant documentation to agreed standards;

6.5.7 participate in agile ceremonies and follow the agreed agile processes;

6.5.8 actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements; and

6.5.9 maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

GENERAL

7A In addition to the responsibilities described for each role above, Participants shall

respond to reasonable queries and/or reasonable requests for information from other
Participants as soon as reasonably possible.

7.2 In particular, any Participants which are provided by Post Office shall comply with
reasonable security-related requests arising from the Environment and Configuration
Engineering function of the Platform Standing Team.

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APPENDIX 4
GOVERNANCE

Part 1

1. GENERAL

1.1 During the Transition Period, the parties shall review the contents of this Appendix 4
(Governance) and shall agree any required updates together with amended meeting
attendees, terms of reference for each meeting and meeting schedules. Wherever
possible, the parties will make use of existing meetings within the overall governance
structure under the Agreement (Schedule A2 Governance) to meet the governance
requirements under this Appendix 4 (Governance). Until such time as the content of
this Appendix 4 is superseded by a CCN, the remainder of this Appendix 4 shall
continue to apply.

1.2 All meetings shall be minuted.

2. MEETINGS
Digital Demand Forecasting Board

2.1 The Digital Demand Forecasting Board shall be conducted in accordance with
paragraph 7.1 of Schedule 13 (Digital Development Services)

2.2 The provisional attendees at the Digital Demand Forecasting Board are:
2.2.1 For Post Office:
(a) Post Office CIO Retail;
(b) Product Owner(s);
(c) Digital Development Lead; and
(d) Product Sponsor; and
2.2.2 For Fujitsu Services:
(a) Product Manager(s);
(b) DDS Lead; and
(c) Ops Director.

This list of provisional attendees shall be revised during the Transition Period through
the mutual agreement of the parties.

DDS Service Review

2.3 The DDS Service Review shall occur monthly.

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2.4

2.5

14

1.2

The purpose of the DDS Service Review is to undertake a review across all Products
and the DDS as a whole to:

2.4.1 review the Agreed Metrics for the preceding month, assess the performance
of Fujitsu Services against the DDS Service Levels and determine any
Corrective Action and/or Service Credits (in accordance with Appendix 8
(Service Credit Mechanism));

2.4.2 jointly review a holistic service improvement plan with agreed actions on
either Fujitsu Services and/or Post Office as applicable to drive for ongoing
improvements to DDS;

2.4.3. approve any open adjustments to the Per Sprint Story Point Allocation for a
particular Sprint to reflect agreed impact of any Relief Event(s) on that Sprint;
and

2.4.4 resolve any disputes or escalations referred to it.

The provisional attendees for the DDS Service Review shall be:
2.5.1 Delivery Lead;

2.5.2 DDS Lead;

2.5.3 Post Office CIO Retail;

2.5.4 Post Office Vendor Manager;

2.5.5 Fujitsu Services Commercial Manager; and

2.5.6 representatives as required from the Product Owners and Product
Managers.

This list of provisional attendees shall be revised during the Transition Period through
the mutual agreement of the parties.

Part 2

AGREED METRICS AND REPORTING
The parties agree that reporting shall cover the following objectives:
1.1.1 measures for the monitoring and management of Sprints;

1.1.2 I measures for the monitoring and management of the Platform Standing
Team; and

1.1.3. measures used for Service Credits.

Reports will be undertaken using data at source and compiled using automated
tooling such as Jira.

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1.3 During the Transition Period, the parties will agree the specific metrics to be

measured and reported in respect of the Digital Development Services (the “Agreed
Metrics”). Fujitsu Services shall make available to Post Office a dashboard
comprising the Agreed Metrics. Some examples of metrics that may be agreed are

as follows:

Examples of Key Metrics

= Quantity of Story Points
Delivered vs Story Points
Committed

& % of User Stories accepted

into sprint agreed as “Done”

by Product Owner

absolute and trends
Quantity of Stretch items.
‘completed in Sprint
Sprint Retrospective

Improvement actions
Identified

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Sprint Velocity & Bumdown,

‘Themes / Epics / User Stories
Created that meet INVEST
criteria

GDP rvjirsu

Agile Matunty

1 49-step to Agle Maturity Survey
Sprint Retrospective actions

Implemented

‘Quantity of User Stories that
‘ate ready for sprint

Code checkin meeting quality

User Stones by Prionty,
‘estimates size

[Net change in size of backlog

Length of time on backlog by
priority

stancards
‘tomate Test Code coverage
Detects identied requiring

lems rejected by Sprintteams Release delivery to schedule

‘as not ready

Elapsed time from inception to
deivery

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APPENDIX 5
DDS CHARGES
1. CHARGES
11 In consideration for the provision of the Digital Development Services by Fujitsu Services,
Post Office shall pay to Fujitsu Services:
1.1.1. the Platform Standing Team Charges;
1.1.2 the Oversight Roles Charges;
1.1.3. the Product Team Charges;
1.1.4 the Sprint Team Charges;
1.1.5 the Product Initiation Charges;
1.1.6 any Burst Capacity Charges; and
1.1.7. the Tooling Charges,
as each such Charge is set out below.
1.2 The Charges shall be payable monthly in arrears and shall become due for payment

in accordance with the provisions relating to Charges as described within Schedule
D2 (Ordering, Invoicing and Payment).

1.3 Platform Standing Team Charges

1.3.1

1.3.2

The Platform Standing Team Charges shall be formed of two components:

(a) the applicable Fixed Platform Standing Team Charge as set out within the
Charges Table (Annex A); and

(b) the Variable Platform Standing Team Charge, calculated on a time
and materials basis on the basis of the DDS Rate Card, for any
additional capacity required for the provision of the Platform
Standing Team.

Prior to the DDS Commencement Date, Post Office shall sign a CT to cover the
Variable Platform Standing Team Charge to cover the period until the end of the first
three month period following the end of the Transition Period. The signature of such
a CT shall be considered a Transition Dependency. At the end of this first three
month period following completion the end of the Transition Period, the parties shall
consider whether any upward adjustment is required to the Fixed Platform Standing
Team Charge or amendment to the variable commercial model to reflect the usage
of resources which are the subject of the Variable Platform Standing Team Charge
during the aforementioned period. Such considerations shall include: (i) the number
of roles that are the subject of the Fixed Platform Standing Team Charge (with the
current Fixed Platform Standing Team Charge representing 3 FTEs); (ii) the number
of concurrent Sprint Teams that the Platform Standing Team are required to support;

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1.3.3

1.3.4

and (iii) the variable commercial model for supporting incremental Sprints. The
parties shall aim to reach agreement on any such adjustment on or before 31
December 2018. Where any such adjustment is agreed, this shall be documented
via a CCN. Where no such adjustment is agreed, the Variable Platform Standing
Team Charge shall continue to apply and be calculated on a time and materials
basis in accordance with the DDS Rate Card and Post Office must raise a further
CT to cover the Variable Platform Standing Team Charge as required.

Where in any given month the number of concurrent Sprint Teams exceeds
6 the parties shall agree any adjustment that may be required to the Platform
Standing Team and associated Platform Standing Team Charges.

The Fixed Platform Standing Team Charges (and the Variable Platform
Team Charges associated to Solar) shall be considered spend on
Committed Development Services (as defined in Schedule I1 to the
Agreement).

1.4 Oversight Roles Charges

1.4.1. The Oversight Roles Charges shall be as set out within the Charges Table
(Annex A).
1.4.2 I The Oversight Roles Charges shall be considered spend on Committed
Development Services (as defined in Schedule I1 to the Agreement).
1.5 Product Team Charges
1.5.1. The Product Team Charges shall be calculated as follows:
# of Products x Per Product Charge,
Where:
« the # of Products refers to the number of distinct active Products in
relation to which Fujitsu Services are providing Digital Development
Services, as agreed between the parties; and
¢ The Per Product Charge is the applicable Charge for the Product Team
for the applicable Product (that shall be the amount listed within the
Charges Table (Annex A) unless otherwise agreed by the parties).
1.5.2 The Product Team Charges shall be considered spend on Committed

Development Services (as defined in Schedule 1 to the Agreement).

1.6 Sprint Team Charges

1.6.1

The Sprint Team Charges shall be calculated as follows (calculated for each
Sprint Team and then aggregated across all Sprint Teams):

# of Sprints x Per Sprint Charge,
Where:

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1.6.2

16.3

1.6.4

¢ # of Sprints = the number of Sprints scheduled for completion by the
Sprint Team within the preceding calendar month; and

e Per Sprint Charge = the agreed charge per Sprint for the applicable
Sprint Team.

The Per Sprint Charge for any given Sprint Team shall be as set out within
the Charges Table (Annex A), save where:

(a) Post Office requests Fujitsu Services to provide resources in place
of any Sprint Team resources which are Post Office roles or any
Post Office Participants (to the extent that Fujitsu Services is able
to provide such resources); or

(b) a particular Product requires additional resources over and above
the Standard Sprint Team Structure, within a given Sprint,

in which case, the parties shall agree an appropriate adjustment to the Per
Sprint Charge for such Sprint Team.

Where in accordance with the provisions of paragraph 6.2.3, Post Office
requires a Fujitsu Services Sprint Team participant to be replaced with a
Post Office Sprint Team participant then Fujitsu Services shall provide the
Post Office with a credit equal to 10% of the Per Sprint Charge per resource
so replaced which may be used to offset any further Sprint Charges for the
same Sprint Team.

The Sprint Team Charges shall be considered spend on Committed
Development Services (as defined in Schedule 1 to the Agreement).

1.7 Product Initiation Charges

1.7.1

1.7.2

Where Post Office requires Fujitsu Services to provide resources to support
Product Initiation in accordance with paragraph 8, then such resources shall
be chargeable on a time and materials basis in accordance with the DDS
Rate Card.

The Product Initiation Charges shall not be considered spend on Committed
Development Services (as defined in Schedule 1 to the Agreement).

1.8 Burst Capacity Charges

1.8.1

1.8.2

Where the parties agrees that additional resources are required from Fujitsu
Services above and beyond those resources which are the subject of the
Platform Standing Team Charges, the Oversight Roles Charges, the Product
Team Charges, the Sprint Team Charges and the Product Initiation
Charges, then such additional resource shall be chargeable on a time and
materials basis in accordance with the DDS Rate Card.

The Burst Capacity Charges shall not be considered spend on Committed
Development Services (as defined in Schedule I1 to the Agreement).

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1.9

2.2

Tooling Charges

1.9.1 The Tooling Charges shall be as set out within the Charges Table (Annex
A).

1.9.2 The Tooling Charges shall not be considered spend on Committed
Development Services (as defined in Schedule I1 to the Agreement).

1.9.3 Once the list of tooling is finalised during the Transition Period in accordance
with Appendix 6 (Tooling), the parties shall review the Tooling Charges and
make any reasonably necessary adjustments to reflect the final list of tooling.

COMMITMENT

Subject to Fujitsu Services complying with the terms of this Schedule, the Post Office
hereby commits that the DDS Charges paid or payable in respect of each of the first
three fiscal years commencing 1 April 2018 (each such fiscal year being a “DDS
Commitment Year”) will equal or exceed £7,200,000 per annum (the “DDS
Commitment’). Fujitsu Services agrees that any amount which has been spent to
date on Development Services between the 1 April 2018 and the DDS
Commencement Date will contribute towards the commitment for the first DDS
Commitment Year.

Where Post Office in any given DDS Commitment Year fails to meet the commitment
set forth within paragraph 2.1 of this Appendix 5 (DDS Charges):

2.2.1 by an amount equal to or less than £500,000, Post Office shall,
notwithstanding such shortfall, be deemed to have met such commitment in
respect of the given DDS Commitment Year provided that the Charges
within the four (4) month period immediately following the end of the
applicable DDS Commitment Year (the “Remedy Period”) exceed the
amount of the shortfall. For the avoidance of doubt, until such time as the
relevant shortfall is met, the Charges during the Remedy Period shall count
towards the shortfall only and not towards meeting any commitment in the
subsequent DDS Commitment Year;

2.2.2 by an amount exceeding £500,000, Fujitsu Services may invoice Post Office
for the shortfall in excess of £500,000 and subsequently paragraph 2.2.1
shall apply in respect of the remaining £500,000 (by way of example, should
Post Office fail to meet the commitment by £600,000, Fujitsu Services may
invoice Post Office for £100,000, with the remaining £500,000 being then
subject to the Remedy Period specified within paragraph 2.2.1 of this
Appendix 5 (DDS Charges)); or

2.2.3. by any amount following the end of the applicable Remedy Period, Fujitsu
Services may invoice Post Office for the shortfall at any time following the
end of the relevant Remedy Period (as applicable).

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2.3

24

3.2

3.3

3.4

With respect to the final DDS Commitment Year (ending 31s March 2021), no carry
over will be available and accordingly paragraphs 2.2.1 to 2.2.3 shall not apply.
Instead, Fujitsu Services shall be entitled to invoice Post Office for any shortfall within
the final DDS Commitment Year at any time following the end of the final DDS
Commitment Year. Notwithstanding the foregoing, where Post Office agrees,
pursuant to paragraph 2.4 below, to provide a commitment during the final period of
the DDS Term following the final DDS Commitment Year, the provisions of
paragraphs 2.2.1 to 2.2.3 shall continue to apply in respect of the final DDS
Commitment Year. In the event of any such agreed commitment during the final
period of the DDS Term, no further carry over will be available at the end of the DDS
Term and accordingly paragraphs 2.2.1 to 2.2.3 shall not apply. Instead, Fujitsu
Services shall be entitled to invoice Post Office for any shortfall within the final fiscal
year of the DDS Term at any time following the end of the DDS Term.

No later than 6 months prior to the expiry of the final DDS Commitment Year, Post
Office and Fujitsu Services shall meet to discuss and agree the shape of the
commercial deal for DDS within the remaining period of the DDS Term. The parties
acknowledge that any variation in the level of commitment by Post Office during such
period may result in an adjustment to the Charges for DDS during such period. Where
revised commercial terms are agreed by the parties, such terms shall be documented
within a CCN. In the absence of any agreement being reached between Fujitsu
Services and Post Office, the Charges for DDS shall be calculated on a time and
materials basis. Where: (i) revised commercial terms are agreed that result in an
adjustment to the Charges for DDS due to a reduced commitment by Post Office; or
(ii) due to an absence of an agreement being reached, the Sprint Team Charges and
Product Charges for DDS are calculated on a time and materials basis, then in each
case in no event shall such revised Sprint Team Charges and Product Charges
exceed those that would be payable were they to be charged on a time and materials
basis at the DDS Rate Card.

ORDERING OF SPRINT TEAM CAPACITY

Subject to paragraph 3.8 below, the parties shall agree the number of Sprint Teams
at the Digital Demand Forecasting Board.

Sprint Teams shall be agreed and ordered in blocks of 6 Sprints to cover a 12-week
period.

Each block of Sprints shall be ordered at least 90 days in advance of their
commencement. For example, the Digital Demand Forecasting Board meeting in
March would order Sprints commencing no earlier than July

Post Office shall confirm the Sprint Team capacity in writing through the minutes of
the meeting and Fujitsu Services shall ensure that the ordered capacity is ready to
commence work in accordance with such order for each ordered Sprint.

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3.5

3.6

3.7

Once ordered Sprints can only be adjusted on less than 90 days’ prior notice pursuant
to paragraph 3.6 (for the avoidance of doubt, this shall not affect the ability for the
Digital Demand Forecasting Board to adjust such Sprints with more than 90 days’
prior notice).

Where Post Office requests a change in accordance with paragraph 3.5 the following
shall apply;

3.6.1. Where there is a request to increase the number of Sprint Teams and using
reasonable endeavours Fujitsu Services is able to meet the request, Post
Office shall pay the Charges for such additional Sprint teams in accordance
with paragraph 1.6 above.

3.6.2 Where there is a request to decrease the number of Sprint Teams allocated
to a specific Product or the number of Sprints then, in addition to the general
ability for the Digital Demand Forecasting Board to reallocate Sprint Teams
between Products, then with Fujitsu Services’ agreement, Post Office may
require the Sprint Teams that are the subject to the reduction request to
undertake other activities not contained within a Product Backlog
(‘Additional Activities’), provided that such Additional Activities are
reasonably within scope of the capabilities and expertise of the applicable
Sprint Team. In such circumstances: (i) the Charges for such Sprint Team
shall remain as scheduled for the applicable period; and (ii) any work
undertaken by such Sprint Team in respect of any Additional Activities shall
be excluded from any assessment of performance by such Sprint Team
pursuant to Appendix 8.

The parties have agreed the initial Sprint Team capacity (being two Sprint Teams)
and following the DDS Commencement Date, Fujitsu Services shall stand up this
number of Sprint Teams and this shall be the minimum number of Sprint Teams
during the first 90 day period following the DDS Commencement Date (the “Ramp-
Up Period”). During the Ramp-Up Period, Fujitsu Services agrees that Post Office
may increase the number of Sprint Teams up to a maximum of 4, provided that:

3.7.1 Post Office provides Fujitsu Services with at least 30 days’ prior notice of the
requirement for an additional Sprint Team;

3.7.2 where more than 3 concurrent Sprint Teams will be required before 60 days
after the DDS Commencement Date, any additional requested concurrent
Sprint Teams will be subject to paragraph 3.6.1;

3.7.3. where more than 4 concurrent Sprint Teams will be required before 90 days
after the DDS Commencement Date, any additional requested concurrent
Sprint Teams will be subject to paragraph 3.6.1; and

3.7.4. each Sprint Team uses the Standard Sprint Team Structure.

The provisions of this paragraph 3.7 are without prejudice to paragraph 3.6.1.

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3.8 Within 10 business days of the DDS Commencement Date the parties shall hold a
Digital Demand Forecasting Board and agree and or confirm the number of Sprint
Teams for the next block of 6 Sprints following the Ramp-Up Period.

Annex B contains worked examples of the planning approach for the initial Digital
Demand Forecasting Board.

GENERAL

41 All amounts set out in this Appendix 5 (DDS Charges) are before adjustment for RPI
as set out in paragraph 16 of Schedule D1 (Charges) and exclusive of VAT.

4.2 All monthly Charges relate to calendar months.

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ANNEX A - CHARGES TABLE AND DDS RATE CARD

All Charges are set out in GBP Sterling and are exclusive of VAT.

Fixed Charges
Resource
Unit
Charge (£
ex VA i i
DDS Summary x VAT) I Charging Basis
DDS Oversight Roles
Service Charge 70,831 Monthly Charge
DDS Platform Standing Team
(Initial Fixed Platform Standing Team I 52,196 Monthly Charge
Service Charged
DDS Product Roles
Service Charge 35,209 Charge per Product Team per
month
DDS Tooling Charges
Variable Service Charge 1,849 Charge per Product Team per
month
DDS Sprint Consumption
Charge
Blended Teams 49,258 Charge per Product Team per
month

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DDS Rate Card

Role

Charge per Day (ex VAT)

Minimum Experience
Level

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Junior Software Engineer
Senior Software Engineer
Test Automation Analyst
Junior Business Analyst
Platform Engineer

Tech Lead

UX Designer

Senior Business Analyst
Release Controller
Scrum Master

Product Manager
Solution Owner

Text Architect

Platform Lead Engineer
Architecture Owner

Agile Coach

DDS Lead

Experience definitions

0 Oo DBD >

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3-5 years relevant IT experience with
some industry knowledge

570
810
810
810
810
810
810
912
912
912
1,048
1,048
1,048
1,048
1,580
1,580
1,580

5-10 years relevant IT experience
with good industry knowledge
10+ years relevant IT experience with good industry

knowledge, management experience

15+ years relevant IT experience,

through leader

DWONONWWWFOYFYrYrwO>Y

c/D

oo

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ANNEX B - DIGITAL DEMAND FORECASTING NOTICE TIMESCALES
Fujitsu - Post Office Digital Demand Forecasting Board Meeting Date: 1st July 2018
Post Office Attendees: POL DigitalLead, POL Retail C10, Product Product Owner, Product 8 Product Owner, Release Manager
Fujitsu Attendees: £1 DDS Lead, £1 Product Delivery Manager,
Apologies:
Sprint Commitment (2 sprints per team per month)
Product Augl8 Sep-18 Octi@ Novl8 Decla jan-t9 Feb9 Mara9 Apri9 May-19 Jun-i9° ul Aug-19. Sep-i9
Product
Previous Commitment 2 4 4 6 6 6 6 6 6 6 6 6
[New Commitment I Ses eS SES ES a eS a ee eB ee]
Product 8
Previous Commitment
[New Commitment I ‘ESeS! 2 RSs Se a 2 1 [2 ee I aa I
Product
Previous Commitment
[New Commitment I I I [ [ [ [ I I I I [ }
Total Sprint Commitment
Previous Commitment 2 4 4 6 6 6 6 6 6 6 6 6 ° o
[New Commitment SSE NS SRR OER SS SN ER Se Oe Fe eH I

Key Previously committed, cannot be changed, as within 90 day period
New Commitment, changeableup to 90 days prior to sprintstart
Forecast for informationonly, can be changed up to 90 days priorto sprintstart

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APPENDIX 6
TOOLS

Fujitsu Services will provide appropriate tooling for all Products for use by both Fujitsu Services and
Post Office resources in order to provide DDS:

1) Atask tracking scheduling tool;

2) Acollaborative document and knowledge management repository;
3) Acollaborative communication and messaging tool; and

4) Acode quality analysis tool.

Fujitsu Services will procure licences for each DDS Participant as defined in this Schedule 13
and in addition for up to 24 additional Post Office users.

If Post Office require additional licences with respect to any of the above tooling, Fujitsu
Services shall provide a price on request.

Any Product specific tooling requirements will be agreed during Product Initiation.

The final list of tooling will be agreed during the Transition Period and this Appendix 6 shall be
updated accordingly via a CCN.

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APPENDIX 7
INTELLECTUAL PROPERTY RIGHTS TRACKER

In determining whether the IPR in any of the Software to be created pursuant to a Product (or
a Release) is a Listed Right, the Fujitsu Services Architect Owner shall, as part of Product
Initiation consider the requirements and the manner in which the Sprint Requirements could
be delivered by Fujitsu Services. The Architect Owner will liaise with the Product Delivery
Manager and the Product Owner to discuss and agree the IPR strategy for the Product. An
agreed IPR strategy will be contained within the Product Initiation deliverables.

Any changes to the Product Initiation deliverables that relate to FJ Digital Background IPR, KS
IPR or Horizon IPR will be updated as part of any relevant Sprint Review. With respect to the
use of open source or third party IP Rights, recognising the requirement for the Sprint Team
to be able to deliver the User Stories in the most efficient manner possible, the use of any
such open source or third party IP Rights shall be tracked as part of the Sprint Review Report.

To the extent that there is a change to the Product requirements following Product Initiation
that relate to the usage of FJ Digital Background IPR, K5 IPR or Horizon IPR, the Fujitsu
Services Architect Owner shall escalate to the Product Owner and the Delivery Lead such that
the parties may agree upon any revision to the IPR strategy and the same will be tracked
within the updated Product Initiation deliverables accordingly. The parties acknowledge that
such a change in the Product may require the Sprint Team to be re-set prior to re-commencing
the Product delivery.

The Product Owner shall be responsible for ensuring that Post Office’s Chief Technical Office
(or nominated representative) agrees to the IPR strategy (including any changes to the IPR
strategy) with respect to any Sprint Requirement which is to be designed, coded or supplied
as a pre-existing component or an algorithm using any Listed Rights prior to formally approving
the Product to be delivered under DDS.

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APPENDIX 10
TRANSITION

During the course of the Transition Period the parties shall review and agree the contents of the
following Appendices:

e — Appendix 3 (DDS Participants);
e — Appendix 4 (Governance); and
e — Appendix 6 (Tooling),

as set out within such Appendices.

Where Post Office fails to meet a Transition Dependency then, to the extent that such failure directly
impacts a Sprint, the failure shall be a Relief Event for the purpose of the relevant Sprint and Fujitsu
Services shall comply with paragraph 11.

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44

21

3.

3.1

APPENDIX 8
SERVICE CREDIT MECHANISM

DEFINITIONS AND INTERPRETATION

In this Appendix, the following terms and expressions shall have the meaning set out
below:

“Average Sprint Performance” means in respect of a given Sprint Team, subject to
paragraph 3.1.3 of this Appendix 8 (Service Credit Mechanism), the average
Completion Rate over the previous six Sprints completed by such Sprint Team;

“Completion Rate” means in respect of a given Sprint, the percentage of Story Points
that were scheduled for completion during such Sprint that were actually completed
during such Sprint;

“Expected Service Level” means, in respect of a given Sprint, the expected target
percentage (as set out as the ‘expected’ percentage within Attachment 1 to this
Appendix 8 (Service Credit Mechanism)) of the Story Points due for completion during
such Sprint;

“Improvement Plan” has the meaning given to it in paragraph 4.1 of this Appendix 8
(Service Credit Mechanism);

“Minimum Service Level” means, in respect of a given Sprint, that at least 75% of the
Story Points due for completion during such Sprint were actually completed and
Accepted;

“Sprint Charges” means, in respect of any given Sprint, the total charges payable by
Post Office in respect of such Sprint;

“Sprint Service Credit” means, in respect of any given Sprint, ten per cent (10%) of
the Sprint Charges; and

“Threshold Service Level” means, in respect of a given Sprint, the threshold target
percentage (as set out as the ‘threshold’ percentage within Attachment 1 to this
Appendix 8 (Service Credit Mechanism)) of the Story Points.

SERVICE LEVEL PRINCIPLES

During each Sprint, Fujitsu Services shall provide the Services to a level that meets or
exceeds the Expected Service Level for such Sprint and Fujitsu Service’ performance
against this target shall be measured and reported in accordance with this Appendix.

SERVICE LEVEL MEASUREMENT

Reporting

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4.2

3.1.1. During each Sprint, Fujitsu Services shall measure its performance against
the Expected Service Level, Threshold Service Level and Minimum Service
Level for such Sprint.

3.1.2 Within the DDS Service Review, Fujitsu Services and Post Office shall review
Fujitsu Services’ performance during the previous two Sprints. Fujitsu
Services shall provide sufficient evidence of its performance during such
Sprints to allow assessment of its performance.

3.1.3. Where the period for assessing the Average Sprint Performance of any given
Sprint Team includes any Disrupted Sprints, such Disrupted Sprints shall be
discounted from the calculated average. By way of example only, where the
relevant 6 month period contained 1 Disrupted Sprint, the Average Sprint
Performance shall be calculated as an average of the remaining 5 Sprints
within such period. Where the number of Disrupted Sprints within any such
period exceeds 2, the period shall be extended until an average can be taken
across at least 4 Sprints that are not Disrupted Sprints.

CORRECTIVE ACTION

Creation of an Improvement Plan

Wrere, in respect of any Sprint, the Completion Rate fails to meet the Expected
Service Level in respect of such Sprint, Fujitsu Services shall, within 5 business days
of the end of such Sprint, provide Post Office with a written plan for improving Fujitsu
Services’ performance, so as to improve Fujitsu Services’ performance and satisfy
such Service Levels in the future (an “Improvement Plan’) for Post Office’s approval.
In the event that Post Office (acting reasonably) does not approve the Improvement
Plan, Fujitsu Services shall submit a revised plan to address Post Office’s concerns.
For the avoidance of doubt, an Improvement Plan may result in an individual resource
being removed from a Sprint Team where the parties agree that this is an appropriate
action to help to address Fujitsu Services’ performance issues).

Implementation of Improvement Plan

Upon Post Office’s approval, the Improvement Plan shall be implemented by Fujitsu
Services in accordance with the timescales set out in the Improvement Plan and
Fujitsu Services shall bear the cost of performing its obligations and responsibilities
under such Improvement Plan. During the implementation of such Improvement Plan,
Fujitsu Services shall provide to Post Office weekly status reports containing
progress updates until such time as Fujitsu Services’ performance is fully evidenced
to be in compliance with the applicable Service Level. For the avoidance of doubt, the
implementation of the Improvement Plan shall not relieve Fujitsu Services of any
obligations hereunder or from incurring additional Sprint Service Credits.

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5.1

5.2

5.3

5.4

5.5

6.1

SPRINT SERVICE CREDITS

This paragraph 5 of Appendix 8 (Service Credit Mechanism) shall not apply until 1
November 2018.

Calculation
Where, in respect of any Sprint, the Completion Rate fails to meet:

(i) the Minimum Service Level (a “Minimum Service Level Default”); or

(ii) the Threshold Service Level (but does not fail to meet the applicable Minimum
Service Level) in respect of such Sprint and the Average Sprint Performance
by Fujitsu Services does not exceed the Threshold Service Level,

then, subject to paragraphs 5.3, 5.4 and 5.5 of this Appendix 8 (Service Credit
Mechanism), Fujitsu Services shall pay to Post Office an amount equal to the Sprint
Service Credit for the applicable Sprint, which shall be applied as a credit for the next
invoice as a separate line item.

In no circumstances will the total amounts payable by Fujitsu Services in Sprint Service
Credits for any given Sprint exceed 10% of the Sprint Charges for such Sprint.

Subject to paragraph 6.1 of this Appendix 8 (Service Credit Mechanism), but without
prejudice to paragraph 4 (Corrective Action), the payment of Sprint Service Credits
shall be the Post Office’s sole remedy with respect to any failure to meet the Service
Levels.

Where a new Product is introduced to the DDS Service or a new Sprint Team
commences (as described in the table set out in Attachment 1 to this Appendix 8
(Service Credit Mechanism)), then the Threshold Service Level shall apply for the first
3 or 5 Sprints (as applicable) prior to it becoming set at the “Existing Team” levels. For
the purposes of calculating the Average Sprint Performance across 6 Sprints which
include new Products or new Sprint Teams, the Threshold Service Level will be
calculated as the average of the Threshold Service Level targets across all of the 6
Sprints for the purposes of determining whether a Sprint Team has meet the Average
Sprint Performance. An example of this process is set out beneath the table in
Attachment 1 to this Appendix 8 (Service Credit Mechanism)

TERMINATION

Where the average Completion Rate across any twelve (12) consecutive Sprints
across all Sprint Teams commencing at any time after 1 November 2018, fails to meet

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6.2

the Threshold Service Level (“Critical Service Failure”), then, notwithstanding
paragraph 5.4 of this Appendix 8 (Service Credit Mechanism), provided that during
such period there were an average of at least four (4) Sprint Teams running
consecutively, Post Office may terminate the Digital Development Service a result of
Default by Fujitsu Services by giving Fujitsu Services no less than sixty (60) days’ prior
written notice. In the event of any Critical Service Failure, paragraph 5.4 of this
Appendix 8 (Service Credit Mechanism) shall cease to apply.

If, in the event of a Critical Service Failure, Post Office commences proceedings
against Fujitsu Services in respect of the provision of the Digital Development Services
by Fujitsu Services in relation to one or more Products, Fujitsu Services shall not be
required to (but may if it so chooses to) provide further Digital Development Services
in respect of such Product(s) and Fujitsu Services or Post Office may elect for Fujitsu
Services to cease to provide Digital Development Services in respect of such
Product(s) on providing at least 10 business days’ prior written notice to Post Office,
and in that case:

6.2.1 Fujitsu Services will use all reasonable endeavours to procure an orderly and
efficient transition from the provision of the DDS for the Product so terminated
to the Post Office or a Replacement Service Provider;

6.2.2 for the avoidance of doubt, Fujitsu Services shall continue to provide Digital
Development Services in accordance with this Schedule I3 in respect of all
other Products;

6.2.3 the Charges relating to the Product Roles and the Sprint Teams associated
with the terminated Product shall cease to apply from the date of termination
(the “Product Reduction Amount’) and the Charges related to the Platform
Standing Team Charges and the Oversight Roles Charges shall be reviewed
by the parties with a view to reducing them by a percentage equal to the
average Sprint Team Charges for the affected Product(s) over the previous 6
month period as a proportion of the DDS Charges (excluding the Platform
Standing Team Charges, Oversight Roles Charges and Tooling Charges)
until such time as new Products are introduced or additional concurrent Sprint
Teams are engaged to support existing Products that require additional
resources within the Platform Standing Team or Oversight Roles, or such
other proportion taking reasonable account of the continued provision of DDS
(the “Product Reduction Percentage”). The DDS Commitment for the
remainder of the current DDS Commitment Year and for each subsequent
DDS Commitment Year shall also be reduced by the Product Reduction
Amount and, for so long as it applies, by a percentage equivalent to the
Product Reduction Percentage; and

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6.2.4 the annual liability cap referenced in Clause 14.1(ii) shall be reduced by the
Product Reduction Amount for each subsequent year of the DDS Term and,
for so long as it applies, (for each subsequent year of the DDS Term) by a
percentage equivalent to the Product Reduction Percentage.

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ATTACHMENT 1 TO APPENDIX 8

Target Story Point Percentages

Number of Sprints Completed by Standard Sprint Teams

Type of Sprint Team Ast 2 3 4 5 6+
Existing Team I Expected 90% 90% 90% 90% 90% 90%
Threshold 85% 85% 85% 85% 85% 85%
New Product* Expected 75% 75% 75% 85% 85% 90%
Threshold 75% 75% 75% 75% 75% 85%
New Team** Expected 85% 85% 85% 90% 90% 90%
Threshold 75% 75% 75% 85% 85% 85%

* A ‘New Product’ Sprint Team refers to a Sprint Team supporting a new Product that has not
previously formed part of the scope of activity undertaken by Fujitsu Services as part of the
Digital Development Services. For clarity, an Existing Team moving to a New Product will
have the New Product measures applied.

** A ‘New Team’ Sprint Team refers to any new Sprint Team created to provide support for an
existing Product that already forms part of the scope of activity undertaken by Fujitsu Services
as part of the Digital Development Services.

*** The number of Sprints completed by a Sprint Team refers to the number of concurrent
complete Sprints undertaken by the specific Sprint Team in question, starting from the first
Sprint undertaken by that Sprint Team since the last Product Initiation.

WORKING EXAMPLE

Working Example of calculating Average Sprint Performance where the Threshold Service
Level is at different figures during the 6 Sprint measurement Period.

NEW PRODUCT
Threshold is 75 Story Points for first 5 sprints, then 85 for subsequent sprints

A new Product is introduced and the Sprint Team performs as follows:

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Sprint Number DOO ee eR te
Minimum 75 75 75 75 75 75 75 75 75 75 75 75
Threshold 7 75 75 75 75 «8 S85 HOCHST
6 sprint avg Threshold i 76.7 "78.3 "800 "817 "833 "85.0 "85.0
[Delivered [7 I 84 I 28 I 92 I 96 I 100 I 100 I 100 I 100 I 100 I 100 I 100 I
6 sprint avg delivered "393 93.3 "96.0 "98.0 "99.3 7100.0 "100.0
Credits o 0 60 0 0. 0, 0,060,060 0 0 0

The 6 Sprint Average Threshold for Sprint 6 onwards will be calculated as shown in the table
above for the purposes of measuring whether the Threshold Service Level and the Average
Sprint Performance has been met.

NEW TEAM FOR EXISTING PRODUCT
Threshold is 75 Story Points for first 3 sprints, then 85 for subsequent sprints

A new Sprint Team is introduced and performs as follows:

Sprint Number DOR SCC Ure ator to TE
Minimum 75 75 75 75 75 75 75 75 75 75 75 75
Threshold 7 75 75 85 8 ~— 8 85 BHCC HHS
6 sprint avg Threshold ie coo "1.7 "83.3 "85.0 "95.0 "85.0 "85.0
[Delivered [7 I 84 I 28 I 92 I 96 I 100 I 100 I 100 I 100 I 100 I 100 I 100 I
6 sprint avg delivered 7393 "93.3 "96.0 "98.0 "99.3 100.0 "100.0
Credits o 0 0 oO 0 0 0 0 oOo oO o 0

The 6 Sprint Average Threshold for Sprint 6 onwards will be calculated as shown in the table
above for the purposes of measuring whether the Threshold Service Level and the Average
Sprint Performance has been met.

SPRINT TEAMS COMMENCING PRIOR TO 1ST NOVEMBER

A new Sprint Team commences DDS on 1* October. For Sprints 1 and 2, Service Levels
shall be measured but no Service Credits will apply. For Sprints 3 onwards, the Threshold
Service Levels and Expected Service Levels will be as per the table but Service Credits will
apply.

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SCHEDULE 14
K5 Cloud Services

Version History

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13.0 23-Nov-2020 I Added as per CCN1645

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14

1.2

SCHEDULE 14
K5 CLOUD SERVICES

INTRODUCTION

This Schedule shall not apply in the circumstances where Post Office (or a third party
acting on behalf of Post Office) has direct access to the K5 cloud platform for the
purposes of test and development in a separate environment to the Horizon
production environments. In such circumstances, such access and use of the K5
cloud platform shall be undertaken pursuant to clause 76.

Paragraph 2 of this Schedule sets out the provisions that shall apply in respect of the
Cloud Services, amending or supplementing the terms and conditions of the
Agreement as they apply to the Cloud Services.

SUPPLEMENTARY TERMS
Termination

2.1.1 Subject to paragraph 2.1.2, Fujitsu Services may, upon not less than 12
months’ prior written notice elect to discontinue all or part of the KS Cloud
Services (such as, but not limited to, where Fujitsu Limited or Fujitsu
Services closes the K5 cloud platform or no longer supports a particular
element which is needed by the Post Office), in which case, Fujitsu Services
shall, at its cost, migrate the Cloud Services to an alternative platform as
may be selected by Fujitsu Services provided that: (i) Fujitsu Services has
acted reasonably and sought to take into consideration any concerns raised
by Post Office as to such alternative platform; and (ii) the alternative platform
provides a service that is equivalent to or better than the K5 Cloud Services
with respect to performance, functionality and security. Fujitsu Services
agrees that the total Charges payable by the Post Office for the Cloud
Services shall be unaffected notwithstanding the migration to the alternative
platform. Subject to paragraph 2.1.2, in the event that the Post Office incurs
any costs as a result of any such move to an alternative platform, Fujitsu
shall be liable to the Post Office for such reasonably demonstrable costs
provided that these shall not exceed £1,000,000.

2.1.2 Paragraph 2.1.1 shall not apply with respect to the implementation of those
projects that are agreed between the parties as using the K5 cloud platform

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only on a temporary basis prior to migration to an alternative cloud platform
(currently being HNGT, HIH and Agent's Portal). Instead, the movement of
such projects to alternative cloud platforms is hereby agreed by Post Office,
subject to the costs of such movement being agreed by the parties.

2.2 No Direct Access

2.2.1 The parties agree that the Post Office shall not have the right to directly
access the K5 cloud platform and will not be provided with any administration
rights to do so. Any access by the Post Office (or any of its personnel, agents
or subcontractors) shall be a breach of this Agreement. Should Post Office
request any such direct access, Fujitsu Services shall deny such request
and escalate the same to the Post Office’s Group ClO. In the event that
Post Office repeatedly breaches the provisions of this paragraph 2.2.1,
Fujitsu Services shall be entitled (provided it has first escalated the same to
the Post Office’s Group ClO), on no less than six months’ prior written notice
to the Post Office, to migrate Post Office to an alternative platform and Post
Office shall pay the reasonable costs associated with such move. Fujitsu
Services shall nevertheless maintain the provision of the Services
throughout any such migration.

2.2.2 In the event that Post Office subsequently wishes to have (or wishes one of
its subcontractors or agents to have) direct access to the K5 cloud platform,
the parties will agree any necessary operational changes to the Cloud
Services.

2.3 Changes

2.3.1 Fujitsu Services may: (i) change and discontinue at its discretion any of the
Cloud Services; (ii) change or remove features or functionality of any of the
Cloud Services from time to time; and (iii) change the Service Descriptions
relating to the Cloud Services. Unless paragraph 2.3.2 below applies, such
a change will not require approval from the Post Office.

2.3.2 Where any proposed change is material and may degrade the functionality,
performance or security of the Cloud Services, in the reasonable opinion of
the parties (as discussed in the appropriate governance forum), Fujitsu
Services will provide the Post Office with at least 3 months’ prior written
notice before such change is implemented and the parties will agree the
manner in which the effects of the change can be mitigated. Where
appropriate mitigations are not possible, Fujitsu Services shall migrate the
Cloud Services to an alternative platform in accordance with the provisions
of paragraph 2.1.

2.3.3. For the avoidance of doubt, where any change to the Cloud Services may
impact any software licensed to Post Office by a third party independently of

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2.3.4

2.3.5

Fujitsu Services, such change shall be assessed in accordance with
paragraphs 2.3.1 and 2.3.2.

Without prejudice to clause 4, the parties will include, as an item within the
appropriate governance forum, a forward-looking schedule of changes to the
Cloud Services. Fujitsu Services will use its reasonable endeavours to keep
the list up dated such that, where possible, changes proposed are included
at least 6 months in advance.

The parties agree that prior to the commencement of any Services that make
use of the K5 cloud platform in a live environment, the parties will agree
through the Change Control Procedure any necessary changes to the
service descriptions within the Agreement that relate to the use of the Cloud
Services.

24 Customer Content

2.41

2.4.2

Post Office is responsible for the Customer Content and: (a) shall ensure
that it does not, and that its End Users do not, use the Cloud Services to
transmit any Customer Content which is unlawful, fraudulent, defamatory,
offensive, obscene or that may bring Fujitsu Services or any other member
of its group’s reputation into disrepute or cause harm or damage in respect
of any person, entity, network or system; (b) shall obtain all necessary
permissions to use, provide, store and process Customer Content; and (c)
shall grant Fujitsu Services permission to use Customer Content to provide
the Cloud Services to the Post Office and any End Users.

“Customer Content” means the data, information and material, including
the Application Software and any data, text, audio, video, images or other
content, that the Post Office or the End User provider, transmits or stores
using any of the Cloud Services, excluding any such data, information or
material created or provided by Fujitsu Services.

25 Information Security

2.5.1

Fujitsu Services may install an intrusion detection system (“IDS”) in Fujitsu
Services’ equipment in order to help detect communications attempting to
disrupt or disable any of the Cloud Services, hack into Fujitsu Services’
equipment, or perform hacking using Fujitsu Services equipment, including
equipment installed for providing the Cloud Services (collectively,
“Offensive Communication”). The contents of any communications with
Fujitsu Services’ equipment or using Fujitsu Services’ equipment may be
verified by Fujitsu Services through the IDS to determine whether such
communications are Offensive Communications. Fujitsu Services may
tabulate and analyse the records of Offensive Communication obtained with
the IDS, create statistical data, and use and process the same only for

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purposes of improving the security of any of the Cloud Services, the Fujitsu
Environment and Fujitsu Services’ other products and services.

2.6 Acts of Emergency

2.6.1 In the event of an emergency and where necessary to protect the integrity
of the Cloud Services or to manage or prevent a security risk, Fujitsu
Services may temporarily interrupt the Cloud Services and Fujitsu Services
shall use reasonable efforts to notify the Post Office promptly upon any such
requirement. For the avoidance of doubt, no such interruption shall act to
relieve Fujitsu Services from its obligations to provide the Services in
accordance with the Service Levels, nor shall it in any way act as a relief
event in respect of any such Service Levels.

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SCHEDULE 15
Microsoft Azure Terms Schedule

Version History

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13.0 23-Nov-2020 I Added as per CCN1647

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SCHEDULE 15
MICROSOFT AZURE TERMS SCHEDULE

The terms of this Schedule apply only in respect of the Microsoft Azure Services and their use by Fujitsu
Services in providing the Operational Services.

1. Post Office accepts that the provision of the Microsoft Azure Services is subject to the Post Office
accepting and agreeing to the Customer Agreement which is a binding legal contract between Post
Office and Microsoft (or its Affiliate). The Customer Agreement includes the Online Services Terms
(as defined therein) and the SLA (as defined therein).

2. Post Office confirms and agrees that:

a. by the date of commencement of Operational Services using the Microsoft Azure Services, it
will have made all notifications to and/or secured all consents of third parties required (i) for
Fujitsu Services to be authorised to disclose Post Office Data to Microsoft and (ii) for Fujitsu
Services to process such Post Office Data, in each case solely to the extent: (a) required by
applicable privacy and data protection laws; and (b) necessary for the purposes of making use
of the Microsoft Azure Services to provide the Services in accordance with this Agreement;

b. it consents to Fujitsu Services performing the activities of Reseller set out or referred to in
Clause 4 of the Customer Agreement; and

c. Microsoft may send direct communications to Post Office related to the terms of the Customer
Agreement or the operation or delivery of the Microsoft Azure Services.

3. Fujitsu Services shall have no liability to Post Office to provide the Operational Services using the
Microsoft Azure Services to the extent that it is unable to do so as a direct result of the failure by
Post Office to comply with paragraph 2.a. of this Schedule, provided that Fujitsu Services has taken
all commercially reasonable steps to mitigate the impact of such failure.

4. Fujitsu Services shall have no liability to Post Office for any interruptions or failures of the Microsoft
Azure Services (and any associated interruptions or failures of the Operational Services provided
by Fujitsu Services under the Agreement) resulting from Microsoft exercising its right to terminate
or suspend the Microsoft Azure Services pursuant to and in accordance with the Customer
Agreement (other than where such right to terminate or suspend arises due to the acts or omissions.
of Fujitsu Services), provided always that Fujitsu Services has taken all commercially reasonable
steps to mitigate such interruptions or failures.

5. Fujitsu Services shall have no liability to Post Office for any interruptions or failures of the
Operational Services provided by Fujitsu Services under the Agreement, resulting from: (a)
Microsoft materially altering the Microsoft Azure Services which in turn requires material changes
to Fujitsu Services’ configuration of the Microsoft Azure Services used in the provision of the
Operational Services; or (b) Microsoft exercising any of its rights under the Customer Agreement
which would result in Fujitsu Services being unable, or in breach of the terms of this Agreement
were it to continue, to provide the Operational Services, provided always that in each case Fujitsu
Services has taken all commercially reasonable steps to mitigate such interruptions or failures.

6. Post Office agrees and understands:

a. that in the event that any one or more of the Microsoft Availability Zones are wholly unavailable,
there may be limited Microsoft Azure Services capacity within the remaining Microsoft

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Availability Zones and there could be some resulting degradation of the Operational Services;
and

that should any such degradation of the Operational Services occur, then Fujitsu Services shall
have no liability to Post Office for such degradation, provided always that Fujitsu Services has
taken all commercially reasonable steps to mitigate such degradation.

7. Save in the circumstances described in paragraphs 3 to 6 above or in Clause 43.10.9, Fujitsu
Services shall not be relieved of liability for any failure to provide the Services in accordance with
this Agreement caused by any unavailability, interruption or failure of the Microsoft Azure Services.

8. Software Licences: Post Office accepts that any obligations of Fujitsu Services within the
Agreement relating to the grant or procurement of a licence of third party software shall not (save
to the extent otherwise agreed in writing between Post Office and Fujitsu Services) apply to any
software made available by Microsoft as part of the Microsoft Azure Services pursuant to the
Customer Agreement.

9. No Post Office Access

a.

The parties agree that Post Office shall not (save to the extent otherwise agreed via the Change
Control Procedure between Post Office and Fujitsu Services) have the right to directly access
the technology environment operated by Microsoft for the purpose of providing the Microsoft
Azure Services and will not be provided with any administration rights to do so. Any such
access by the Post Office (or any of its personnel, agents or subcontractors) shall be a breach
of this Agreement. Should Post Office request any such direct access, Fujitsu Services shall
deny such request and escalate the same to the Post Office’s Group CIO.

Fujitsu Services shall not be liable for any failure to provide the Operational Services in
accordance with this Agreement to the extent that such failure is caused by Post Office directly
accessing the above-referred technology environment in breach of paragraph 7a above, and
Fujitsu Services shall have the right to claim any reasonable and demonstrable incremental
costs incurred by it in taking any action necessary to remediate any damage or impact to the
Operational Services caused by such breach.

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