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THIS SUPPLEMENTAL AGREEMENT, being Change Control Note (CCN) 550, is made
the 20th day of August 1999
BETWEEN:
(1)
Post Office Counters Ltd whose registered office is situated at
Gavrelle House, 2-14
Bunhill Row, London EC1Y 8HQ (“POCL”); and
(2) ICL Pathway Limited whose registered office is at 26 Finsbury Square,
London EC2A
1DS (“the Contractor”)
RECITALS
WHEREAS :
(A) This Supplemental Agreement is supplemental to the Codified Agreement
between the parties dated 28th July, 1999 and constitutes CCN 550 of
that agreement.
(B) The Contractor and POCL have been carrying out the Operational Trial
and the other Acceptance Procedures in accordance with the Codified
Agreement.
(Cc) It is agreed that as at the end of the CSR Operational Trial Review
Period (16 August 1999) there were:-
9 faults (the “Agreed Category B Faults”) which both parties agree
are medium
severity (category (b)) faults (A.I.
390, 395, 314 and 408);
342, 361, 371, 211, 372,
3 faults (the “Disputed Category A Faults”) which the Contractor
considers to be category (b) faults but which POCL believes are
high severity (category (a)) faults (A.I.’s: 376, 298 and 218);
2 faults (the “Disputed Category B Faults”) which the Contractor
considers to be of
low severity but which POCL believes are category (b) faults
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s: 378 and 391);
1 alleged fault (the “Unagreed Fault”) which the Contractor
believes is not an Acceptance Incident but which POCL believes is
a category (b) fault (A.I.: 369)
(together the “Outstanding Faults”).
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(D) It is agreed that there is no CSR Acceptance Specification in respect
of which there are more than 10 category (b) faults.
(E) Under paragraph 2.1 of Schedule All to the Codified Agreement
(“Schedule All”), four conditions for CSR Acceptance have to be
satisfied. The parties agree that the CSR Acceptance Tests have been
carried out and that the CSR Core Observation Period and the CSR
Operational Trial Review Period have expired. If the Contractor is
correct that
the Disputed Category A Faults are of medium severity then the
thresholds in paragraph 2.2 of Schedule All of the Codified Agreement
have been met. The remaining
condition for CSR Acceptance is that a timetable has been agreed to
resolve all outstanding category (b) faults.
(F) If, as at the end of the CSR Operational Trial Review Period, any one
of the Disputed Category A faults is a category (a) fault then CSR
Acceptance has not been achieved as
at the end of the CSR Operational Trial Review Period.
(G) If, as at the end of the CSR Operational Trial Review Period, a
timetable has not been agreed between the parties to resolve all
outstanding category (b) faults, then CSR Acceptance has not been
achieved as at the end of the CSR Operational Trial Review Period.
Such a timetable has not been agreed.
It is Agreed as follows:
1. CSR Acceptance
1.1 The parties agree that CSR Acceptance was not achieved as at the end
of the CSR Operational Trial Review Period.
1.2 Under paragraph 3.1 of Schedule All the Contractor is entitled to a
period of three
months from 16th August 1999 in which to remedy the outstanding
defaults at its own expense (subject to paragraph 6.9 of Schedule All
if applicable) and to re-submit the
Core System Release in its entirety for the second CSR Acceptance
Test.
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~
Remedy of Outstanding Faults
With a view to facilitating the obtaining of CSR Acceptance in the
Second CSR
Acceptance Test, the parties agree as follows:
In the period between the date of this Agreement and 175th September
1999 (the
“Limited Trial Period”), the parties will set up and conduct a
programme of joint
workshops for the purpose of agreeing (to the extent not already
agreed) :-
(i) resolution plans for the Agreed Category B Faults, the Disputed
Category A
Faults, the Disputed Category B Faults (if agreed or determined
to be category
(b) faults), and (if appropriate) the Unagreed Fault; and
(ii) a single timetable for resolution of outstanding category (b)
faults (including any Disputed Category A Faults determined to
be, or recategorised as, category (b) faults).
The joint workshop will be chaired by Keith Baines of POCL and Tony
Oppenheim of the Contractor and will be charged with the production
of agreed resolution plans, the agreement of a timetable for their
implementation, and general project management of
the resolution process.
Agreement as to resolution of faults having been hampered by
differences as to the
data, the parties will agree as soon as possible within the Limited
Trial Period an appropriate set of measures (including data gathering
and testing) to determine:
the extent of the disputed faults and
the efficacy of any agreed resolution plans.
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The Contractor shall make available to POCL as soon as possible all
data available to
the Contractor relevant to any of the Outstanding Faults, including,
without limitation, all system recorded data relating to the
incidence of rebooting of counter terminals
(relevant to AI 298).
The parties will involve Peter Copping as Expert in the activities
referred to in this paragraph 2. There may be occasions on which the
Expert is asked to determine an
issue as between the parties in accordance with the provisions of
Schedule All (for example he may be required to determine the status
of the Unagreed Fault) but
otherwise (save as expressly contemplated in this letter) his role
will be as facilitator and adviser to the parties in their efforts to
achieve successful resolution of outstanding
issues.
Second Acceptance Test
The provisions of Schedule All relating to the Second Acceptance Test
shall be varied
as follows:-
Notwithstanding paragraph 3.1 of Schedule All, the only elements of
the Core System Release required to be re-submitted for testing in
the Second CSR Acceptance Test
shall be those relating to the Outstanding Faults.
The following faults may be raised as Acceptance Incidents in
relation to the Second
CSR Acceptance Test:-
3.2.1 any fault arising upon the re-testing referred to in paragraph
3.1 above;
3.2.2 where any corrective work is carried out by Pathway in relation
to any of the Outstanding Faults, any fault which may be caused
by that corrective work or
may come to light only as a result of that corrective work; and
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3.2.3 (subject to paragraph 3.3 below), any other substantive fault
(a “Substantive
New Fault”) which arises in the live environment prior to CSR
Acceptance and which in the reasonable opinion of Keith Baines
or John Meagher is material in
the context of CSR Acceptance.
All such which faults shall be categorised according to paragraphs 7.1(a),
(b) and (c) of
Schedule All.
3.3. The parties agree the following in relation to Substantive New
Faults:-
3.3.1 no fault which was observed and categorised as a fault prior to
the end of the
CSR Operational Trial Review Period shall be raised as a
Substantive New Fault thereafter unless, in the reasonable
opinion of POCL, the nature of the fault
shall have changed or its effect, impact, seriousness or
frequency shall have become greater since the end of the CSR
Operational Trial Period, in each case
so as to have, in the reasonable opinion of POCL, a material
adverse effect on POCL’s business or operations;
3.3.2 no Substantive New Fault which is categorised as a category (b)
fault shall
count towards the threshold in paragraph 2.2(ii) of Schedule
3.3.3 notwithstanding paragraph 2.1(iv) of Schedule All, the failure
to agree a
timetable to resolve a Substantive New Fault which is a
category (b) fault
arising after 3 September 1999 shall not prevent CSR
Acceptance; and
3.3.4 for the avoidance of doubt CSR Acceptance will not occur if
there is a
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a
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Substantive New Fault which is categorised as a category (a)
fault.
If upon CSR Acceptance there remains any Substantive New Fault which
is a category
(b) fault arising after 31 September, 1999 and in respect of which a
timetable has not
been agreed for its resolution, the parties shall agree such a
timetable by 15th
November, 1999, in default of which either party shall be entitled to
request the Expert to specify such a timetable, which shall then be
binding on both parties.
If by 17% September, 1999 there remains any Substantive New Fault
which is a category (b) fault reported to the Contractor on or prior
to 34 September, 1999 and in respect of which a timetable has not
been agreed for its resolution, POCL shall not withhold its agreement
to the timetable proposed by the Contractor if the Expert shall have
stated in writing, prior to CSR Acceptance, that:-
3.5.1 the Contractor’s proposed rectification plan is in the Expert’s
opinion likely to resolve the Substantive New Fault by the date
specified by the Contractor
therein; and
3.5.2 resolution of the Substantive New Fault by that date would, in
the Expert’s
opinion (having listened to the representations of both
parties), be likely to mean that the Substantive New Fault
would not have a material adverse effect on POCL’s business or
operations.
POCL warrants that none of its employees or contractors directly
involved in the CSR Acceptance process is aware of any fault in
relation to the Core System which has not already been reported to
the Contractor and which that employee or contractor knows would
constitute a Substantive New Fault, categorised as category (a) or
category (b), if and when so reported.
Roll out
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4.1 The parties agree that Roll out shall not commence until authorised
by the Release Authorisation Board in accordance with paragraph 4 of
Schedule All.
4.2 Notwithstanding paragraph 4.1 above, the parties agree to install the
Core System in additional Outlets as follows:-
In_the week commencing Approximate Number of Outlets
31st August, 1999 one (Borough High Street)
6th September, 1999 60
13th September, 1999 90
4.3 I£ by 10th September, 1999 the parties agree that sufficient progress
has been made in resolving the Outstanding Faults (and any other
outstanding category (a) or (b)
Acceptance Incidents) the parties may agree to install the Core
system in further Outlets as follows:-
In_the week commencing Approximate Number of Outlets
20th September, 1999 158
27th September, 1999 178
4.4 I£ CSR Acceptance has not been achieved by 24th September, 1999 the
Core System shall not be installed in any further Outlets (in
addition to those referred to in paragraphs 4.2 and 4.3 above)
pending CSR Acceptance and authorisation of National Rollout by
the Release Authorisation Board.
4.5 In the event that CSR Acceptance is not achieved by 15 November
1999, the
Contractor shall, without prejudice and in addition to all the other
consequences thereof under the Codified Agreement (including its
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schedules), indemnify POCL on demand against all costs and expenses
reasonably incurred by POCL which POCL would not
have incurred but for having agreed to install the Core System in the
further Outlets referred to in this Clause 4.
Notwithstanding paragraph 4.1 above, following authorisation of
National Rollout by the Release Authorisation Board, all Outlets in
which the Core System shall have been successfully installed prior to
such authorisation shall be taken into account when calculating the
number of Outlets to which the Core System shall have been rolled out
for the purposes of the Codified Agreement.
Release Authorisation Board
It is agreed that the Release Authorisation Board shall meet
immediately following the meeting of the Acceptance Board at which
CSR Acceptance is achieved.
There will be a preliminary meeting of the Release Authorisation
Board prior to CSR Acceptance at which POCL’s readiness for Roll out,
and in particular any impact thereon
of any plans for rectification of Outstanding Faults, shall be
discussed and the appropriateness of proceeding with the planned CSR
Acceptance date of
24% September will be determined.
Immediately following the meeting referred to in paragraph 5.2 above,
there will be a preliminary meeting of the Joint Acceptance Board to
confirm or amend the planned
date for the formal meeting of the Joint Acceptance Board (24%
September, 1999).
Future Delays
For the purposes of Clause 606.2.1 of the Codified Agreement any
delay in Acceptance
or Rollout of the Core System caused by the Default of POCL shall be
disregarded to
the extent that the aggregate duration of all such delays does not
exceed fourteen days.
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10
Timetable
The parties shall use their reasonable endeavours to comply with the
timetable set out in the Appendix to this Agreement.
Miscellaneous
Except to the extent expressly amended by this Agreement the
provisions of the Codified Agreement and its schedules shall
continue unamended and in full force and effect.
Words and expressions defined in the Codified Agreement shall bear
the same I meanings when used in this Agreement.
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25% August,
6th September,
gth September,
1ote
17m
2ist
24th
September,
September,
September,
September,
1999
1999
1999
1999
1999
1999
1999
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Appendix
Timetable
First Workshop
Workshop to consider, inter alia, any Substantive New
Faults reported on or prior to 34 September 1999
Review of progress by David Miller and Richard
Christou
Pock—dDecision on implementation of outlets during w/c
20% and 27** September 1999.
Last Workshop
Pre-meetings of Release Autho
and Acceptance Board
Planned date for Release Authorisation Board and
Acceptance Board
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12
IN WITNESS WHEREOF this Supplemental Agreement has been executed on behalf
of the parties as follows:-
Signed by )
for and on behalf of )
POST OFFICE COUNTERS LTD )
in the presence of:- )
Signed by )
for and on behalf of )
ICL PATHWAY LIMITED )
in the presence of:-
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13
CHANGE CONTROL NOTE
ID: PWY_CCN_550. CCN:0550a Create Date: 355
Status: APPROVED Originator: Lisa Burchell (CHG/DOC MGMT)
Title:
THIS SUPPLEMENTAL AGREEMENT
Main Description:
Related Parts
0 PWY:CCN.A;1 Lisa Burchell (CHG/DOC MGMT)
(CHANGE_MANAGEMENT)
Change Control Notes
a PWY:CD_ATTACH.A;1 Lisa Burchell (CHG/DOC MGMT)
(CHANGE_MANAGEMENT)
Change Document Attachments
Related Items
Affected
3. PWY:CCN_005S0A_1.A-CDATTACH;I (Affected) Lisa Burchell (CHG/DOC MGMT)
(CCN_00550a_1.doc)
CCN 00550a ATTACHMENT 1
Related Child Change Documents:
Related Parent Change Documents:
Action Messages
Action History
1 01-OCT-1999 13:10:55 Lisa Burchell (CHG/DOC MGMT)
BURCHELL CcC/DC
Document created
2 01-OCT-1999 13:11:06 Lisa Burchell (CHG/DOC MGMT)
BURCHELL cc/DC
Actioned document from RAISED to APPROVED
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14
3 01-OCT-1999 13:15:27 Lisa Burchell (CHG/DOC MGMT)
BURCHELL cc/DC
Actioned document from APPROVED to RAISED
4 01-OCT-1999 13:15:43 Lisa Burchell (CHG/DOC MGMT)
BURCHELL CC /DC
Actioned document from RAISED to APPROVED
Update Histor
0 01-OCT-1999 13:10:55 Lisa Burchell (CHG/DOC MGMT)
BURCHELL cc/DC
Related Design Part PWY:CCN.A;1
3 01-OCT-1999 13:15:36 Lisa Burchell (CHG/DOC MGMT)
BURCHELL cc/pc
Related Design Part PWY:CD_ATTACH.A;1
3 01-OCT-1999 13:15:36 Lisa Burchell (CHG/DOC MGMT)
BURCHELL cc/DC
Related Item PWY:CCN_00550A_1.A-CDATTACH; I (Affected)
4 09-OCT-2000 13:02:07 PCMS - CM Dept.
PCMS Nev
Request attribute(s) updated
4 O1-JUL-2003 18:55:05 Neil. Tuffs 7229 4228
TUFFSN
Request attribute(s) updated
Archived Attribute Information
AUTH_APPR_RQD=NO
--- END OF CHANGE CONTROL NOTE PWY_CCN_550 ----
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