Fujitsu Services Ltd CCN NO: 1400 Final
CHANGE CONTROL NOTE
(CCN)
CCN TITLE: CHANGE ADMINISTRATION USE ONLY.
The provision of Transitional Support CR NO: N/A
Services (TSS) CP NO: N/A
RELEASE: Release Independent EXPIRY DATE:
CCN RAISED BY: Michael Harvey and Tim I RAISED DATE: 11 September 2013
Healy
SUBMISSION DATE:
EMERGENCY CHANGE PROCEDURE INVOKED: NO
EMERGENCY IMPLEMENTATION DATE:
FUJITSU SERVICES APPROVAL I DATE I POST OFFICE LTD DATE
APPROVAL
SUMMARY OF CHANGE:
The provision of Transitional Support Services (as such services are defined in the relevant
CCD) for a transition period of up to 24 months.
OVERALL IMPACT ASSESSMENT: HIGH
REASON FOR CHANGE:
Post Office Limited (“Post Office”) is transitioning from the current services model to a Towers
Model.
Post Office has already commenced the procurement process for transitioning to the new Towers
Model and, at the time of execution of this CCN, is currently dialoguing with down selected bidders
with the aim of appointing and signing an agreement with Post Office’s Service Integrator. Post
Office is also in the process of selecting, and in some cases dialoguing with, bidders for the Towers.
It is acknowledged by both Parties that, given the structure of the current Operational Services, this is
a complex task. In order to ensure that risk to or adverse effect on the continuity and quality of Post
Office customer services during such transfer is minimised, the transfer to this revised service delivery
model needs to be managed in a controlled process. The purpose of this CCN is to ensure that
suitable transitional support is provided under the Agreement to enable the Services to migrate into
the appropriate Tower agreements.
DETAILS OF CHANGE:
1 OVERVIEW
‘! The transition process to the new Towers Model is likely to take until beyond the current end of
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the term, 31° March 2015, and as such some elements of the current Services shall be required
beyond that date. Some Transitional Support Services, other Services (but excluding Expiring
Services) and associated exit support (including but not limited to knowledge transfer and
integration) may be required up until 31st March 2017. To this end, the expiry date of the
Agreement shall be amended accordingly.
1.2 Clause 46.2 shall be amended to read:
“Tf 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. Fujitsu Services acknowledges that Post
Office is particularly concerned regarding a material increase in the operational expenditure
in the event that it needs to extend the terms of the Agreement beyond 31st March 2017. To
this end, Fujitsu Services agrees that it shall use reasonable endeavours to avoid any material
increase in the operational charges in the event of such an extension. In order to avoid such
an increase the parties acknowledge that it may be necessary to upgrade or refresh elements of
the infrastructure via a project (chargeable to the Post Office) and/or to switch off non-
essential elements of the remaining Services. Such amendments and/or changes shall be
included in any agreement to extend the term.”
1.3 In accordance with clause 48.4.2, Fujitsu is required to “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”. In addition, Schedule E further highlights the
requirements for the provision of exit assistance. This “assistance” is defined in each Exit Plan
and is defined in the Agreement as “Transfer Services”.
1.4 For the purposes of clause 48.4.2, the Parties agree that the Rate Card set out in paragraph 10.4 of
Schedule D1 (as further amended by this CCN 1400) in the Agreement shall be to “the rates then
prevailing for customers of Fujitsu Services for the same or similar services”.
2 VARIATION TO SERVICE DESK SERVICE
2.1 In consideration of the flexible right to extend the Service Desk Service beyond 31st March
2015, it is agreed that Post Office shall be required to provide no less than 6 months’ notice
to terminate this service. For the avoidance of doubt, it is noted that during this notice
period, 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.
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2.2
24
2.4.2
Save as set out in paragraph 3.4, the Service Desk Service shall not continue beyond 31
March 2015. In the event that the Service Desk Service continues beyond 31“ March 2015
there shall be no reduction in contracted for Service Levels solely as a result of this mini
extension.
Unless otherwise agreed, once written notice is given to terminate the Service Desk Service
this shall crystallise the termination date and this date may not change unless otherwise
agreed in writing by both Parties.
Impact on other Services
At the date of this CCN, it is 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.
With respect to the Engineering Service, Fujitsu 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,
2.4.3 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 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”.
In order to determine the Expected Engineering Volumes:
a) Post Office and Fujitsu 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
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2.4.6
(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
circa 1000 additional engineering visits per month and the programme rollout of
new PIN Pads that generated circa 400 additional engineering visits per month.
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 +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.
The agreed volumes together with the upper and lower thresholds and peak uplift determined
in accordance with paragraph 2.4.4 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.
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 2.4.10 below the “Actual Engineering Visits”
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 a sum equivalent
to credits as detailed in paragraph 2.4.9 below for each Engineering visit to a Branch above
the upper threshold.
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2.4.8
2.4.9
a)
b)
ii)
iii)
2.5
Should Actual Engineering Visits be lower than the lower threshold for the Expected
Engineering Volumes for that month, Fujitsu will credit Post Office as detailed in paragraph
2.4.9 for each Engineering visit to a Branch below the lower threshold.
For each additional visit over and above the Upper Threshold (108%) for the 3 month period,
Fujitsu shall be entitled to charge £125 per visit. In the event that the number of visits made
in that 3 month period is below the Lower Threshold (92%), Fujitsu 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 shall provide supporting information.
2.4.10 For the avoidance of doubt, Actual Engineering Visits shall be based on:
the number of incidents passed from the Next Supplier of the replacement Service Desk to the
Engineering Service; and
the proactive incidents logged by Fujitsu (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 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 :
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’s engineering
queue;
any repeat visits to Branches with respect to the same recorded incident; and/or
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 addition failures (over and above the MTBF rate + 50%
degradation) shall be included in the calculations.
2.4.11 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.
Revised Services Levels for Service Desk Service
Revised Service Levels applicable to the Service Desk Service are summarised in Annex 2 to
this CCN.
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2.6
3.
w
iy
3.3
Service Levels for impacted Operational Services
Annex 2 also sets out the variation to the Service Levels for Engineering Services and Branch
Network Services which are impacted by the termination of the Service Desk Service.
REPLACEMENT OF OTHER OPERATIONAL SERVICES
The Engineering Service, OBC Branch Service and CMT Service will expire on 31° March 2015
(unless extended in accordance with paragraph 3.4). The POLSAP Services will be split into two
services: (i) POLSAP Hosting Service which will expire on 31" March 2015 and (ii) POLSAP
Applications Support Service which will expire on 31* March 2016.
The POLSAP Hosting Service and support for the Credence Application (including the MDM
application) and the Salesforce Support Service will expire on 31% March 2015. The Salesforce
Support Service is supported as a separate service and as such no changes to the current Service
Description are required. However, the POLSAP and Credence (including MDM application)
applications are supported across a number of the current Services. As part of this CCN these
obligations shall be removed from current Service Descriptions and detailed as separate Services
(the “POLSAP Hosting Service”, “POLSAP Applications Support Service” and the
“Credence/MDM Service”). The Charges for the remaining impacted Operational Services and/or
the Transitional Support Services shall be adjusted to reflect the removal of the POLSAP Services
and Credence/MDM Service in accordance with the revised Schedule D1 (such adjustments are
set out in Annex 5 to this CCN). The POLSAP Hosting Service, the POLSAP Applications
Support Service and the Credence/MDM Service shall each become Terminable Services in
Schedule E.
The parties shall comply with the exit strategy and exit plan obligations in accordance with
Schedule E (Termination and the Exit Plan). For the avoidance of doubt, such assistance from
Fujitsu shall be chargeable in accordance with the rates set out in paragraph 10 of Schedule D1
and may continue beyond 31* March 2015 where Transfer Services are still being delivered.
Mini Extensions
3.4
In the event that Post Office requires any or all of the Expiring Services (excluding
Credence/MDM Service, Salesforce Support Service, POLSAP Hosting Service and POLSAP
Applications Support Service) to continue beyond 31‘ March 2015, then the following provisions
shall apply:
Post Office shall only be able to extend a particular service for fixed 6 month periods.
Therefore, should Post Office, for example, require OBC Branch Services beyond 31° March
2015, then the shortest period of the extension is to 30" September 2015. Should Post Office
require an additional period beyond 30" September 2015 then Post Office must also elect for
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3.4.2
3.4.3
an additional fixed 6 month extension period, i.e. to 31° March 2016.
In order to extend one of these Expiring Services (excluding POLSAP Applications Support
Service), Post Office must give a minimum of 6 months’ written notice, i.e. in the first
instance, such written notice must be received by Fujitsu prior to 30 September 2014.
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 (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).
Mini Extension Reports
3.4.4
3.4.5
3.4.6
Fujitsu shall, acting as the informed supplier, ensure that its personnel inform the Service
Management Relationship (as set out in Schedule A2) as soon as it is aware of any issues that
may impact on the provision of Expiring Services (excluding POLSAP Applications Support
Service) beyond March 2015 (be it by Fujitsu 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 Dispute
Resolution Procedure will be followed.
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 as set out in the
Agreement immediately prior to the extension, This report shall be prepared on a pro-active
basis with Fujitsu 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
Ttems.
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, 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
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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 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
shall not be liable for any service failure directly attributable to Post Office not proceeding
with 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’ obligations to provide the Services
in accordance with the Service Levels shall be unaffected by the implementation of any such
Refresh Items.
3.4.10 Furthermore, if Post Office does not elect to procure the Mini Extension Report and to the
extent that Fujitsu has fulfilled its obligations under paragraph 3.4.4, then, should the service
be impacted by the non-availability, refresh or support of hardware and software, or of spares
afier 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
3.4.11 Prior to the termination/expiry of any of the Services, Fujitsu will notify Post Office promptly
after it becomes aware (or ought reasonably to have become aware), of any software or
hardware used in the performance of the Services or 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.
3.4.12 Post Office shall be responsible for the provision of all spares stock from 1* April 2015
required for the provision of Expiring Services (excluding POLSAP Applications Support
Service). For the avoidance of doubt, Post Office may request that Fujitsu source the spares
stock on Post Office’s behalf. In such circumstances and subject to the availability of such
spares, Fujitsu shall procure said spares at Post Office’s cost. Fujitsu shall also be entitled to
charge for the storage of these spares. In the event that Post Office extends the Engineering
Service, Fujitsu 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 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.
Ramp Down Charges
3.4 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.
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3.5. 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 following example, 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.
Example
Day 1 - Fujitsd
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.
3. TRANSITION
4.1 All current Services are required beyond 31% March 2015 save for Expiring Services as set out in
paragraphs 2 and 3 above.
4.2 In addition to the obligation to deliver the Transitional Support Services it is acknowledged by
both parties that in order to facilitate the transition to the new Towers Model it would be helpful
to ascertain to what extent the elements of the Terminable Services are variable (and so cost
savings can be achieved by Fujitsu which shall be passed to Post Office) during the ramp-down
period of the Relevant Service (after notice of termination is given). To this end it is agreed that
with respect to the Transitional Support Services:
Within 5 months ofa request from Post Office, Fujitsu shall prepare a report for Post Office
identifying for each Terminable Service within the Transitional Support Services which
elements are potentially variable and which are fixed (for which no savings will realistically
be achievable ahead of the exit of that particular service). This report will be written on the
basis of an “order of magnitude”. Fujitsu shall not be required to disclose any commercially
sensitive information in this report regarding “how” they deliver the services. Without
prejudice to Clause 24 and Schedule D4, Fujitsu shall not be required to provide Open Book
pricing for the purposes of proving its conclusions with respect to this report. For the
avoidance of doubt, (i) the report shall include the operational charge reduction which Post
Office could expect (comprising the cost of the network plus the additional margin) as a
result of cessation or decommissioning of individual central network circuits and (ii) Post
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4.2.3
4.2.4
4.2.6
Office acknowledges that in terminating a circuit it may be require to incur termination
charges from the circuit provider (charged by Fujitsu on a pass through basis) and any
additional cross associated with the impact on the remaining circuits (for example a loss of
discounts associated with a certain volume of circuits) and/or Services. The provision of the
report shall be chargeable by Fujitsu up to a maximum amount of £15,000 excluding VAT.
The Parties acknowledge and agree that the more commoditised Services, such as Data
Centre Operations, should be capable of containing variable elements. In the Ramp Down
Report, Fujitsu shall identify the variable elements and associated cost drivers of such
Services and the associated reduction in the Charges for such variable elements during a
Ramp Down Period. For more bespoke Services, such as Applications Support Service (4th
Line). Fujitsu shall use reasonable endeavours to identify any variable elements and the
associated cost drivers , however if this not possible Fujitsu shall explain in the Ramp Down
Report:
a) why this is the case; and
b) any information Fujitsu will need to be able to provide the information
required to be included in the Ramp Down Report.
Post Office shall review the report referred to in paragraph 4.2.1 and provide feedback to
Fujitsu.
The parties shall meet to discuss Post Office’s feedback and based on the agreed outputs of
the meeting, Fujitsu shall amend its report to reflect those agreed outputs. This process shall
be completed within 6 months of the date of the request from Post Office.
Once the report is agreed, upon request from Post Office, Fujitsu shall apply the relevant
principles contained in the report when developing the pricing mechanism for each relevant
Exit Plan which shall apply during the ramp down of the Relevant Service.
Any Disputes in relation to this paragraph 4.2 shall be resolved in accordance with the
Dispute Resolution Procedure.
4.2 The existing concept of Terminable Services (as detailed in Schedule E) shall apply to the
Transitional Support Services such that Post Office may continue to terminate a Terminable
Service on a minimum of 3 months’ notice. This shall work as follows:
4.2.1
For a minimum of 3 months afer receipt of the notice, the Terminable Service shall continue
to be delivered (and paid for) in full.
Fujitsu shall prepare an Exit Plan at the request of Post Office. This Exit Plan shall comply
with Post Office’s requested run-down of the Relevant Service (having taken account of
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4.2.3
4.3
a)
Fujitsu’s views and acting reasonably) to enable transition to the replacement model
(subsequent to the notice period) and apply the pricing mechanism principles detailed above
during the run-down period.
The Transfer Services shall be delivered until completion of the transition of the Relevant
Service. During this time Fujitsu shall be entitled to charge for the Relevant Services being
provided in accordance with the agreed charging mechanism in addition to the charges
associated with delivery the Transfer Services.
Where a Terminable Service is terminated, the impact on the remaining Transitional Support
Services shall be determined and any variations to the remaining services (including any changes
to the Charges and/or variations to the remaining service descriptions and contractual provisions
to take account of the impact) shall be agreed in accordance with the Change Control Procedure.
4.4 The Transitional Support Services shall expire on 31* March 2017.
4.5 Exit Plans
4.5.1
4.5.2
4.5.3
Fujitsu shall, if requested by Post Office, provide to Post Office part one of the Exit Plan
(excluding the Next Supplier dependant elements) for a Service based on a transition to the
Towers Model scenario. Fujitsu shall provide part one of the Exit Plan within 2 months of
the date of request from Post Office. This Exit Plan shall comply with the provisions of
Schedule E (Termination and the Exit Plan).
Fujitsu shall provide part two of the Exit Plan for a Service for the Next Supplier specific
elements once Post Office has notified Fujitsu as to who the Next Supplier is and the nature of
the transition process that Post Office and the Next Supplier requires. Fujitsu shall provide
part two of the Exit Plan within 2 months of receipt of this notification from Post Office
provided that such notification is received at least 2 months after the request for part one of
the Exit Plan in accordance with paragraph 4.6.1 (i.e. the creation of part one and part two
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 request part two of the Exit Plan only (and not
part one). In the event that Post Office requests part two of the Exit Plan only, Fujitsu shall
provide such Exit Plan in accordance with paragraph 4.6.2 above including all elements
dependent on and not dependent on the Next Supplier.
All work performed by Fujitsu in writing and reviewing any Exit Plans associated with any
Expiring Service (but excluding the POLSAP Applications Support Service) shall be
performed by Fujitsu for no additional charge. For the avoidance of doubt, this includes Exit
Plans prepared after 31° March 2015, Fujitsu may make a charge for the POLSAP
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Applications Support Exit Plan but this charge is capped at £25,000 plus VAT.
4.2.5 All work performed by Fujitsu in writing and reviewing any Exit Plans associated with any
Service other than an Expiring Service shall be chargeable by Fujitsu in accordance with the
Rate Card.
4 CORE AND STANDI
5.
Annex 3 to Schedule A2 details the provisions regarding additional “pre-committed resource”
referred to as “Inner Core”, “Outer Core” and “Standing”.
5.2 It is agreed that that a similar mechanism is required during the delivery of the Transitional
Support Services but that Post Office has requested a simplified and flexible model to take account
of their varying requirements through to the end of the delivery of Transitional Support Services.
5.3 To this end, it is agreed as follows:
5.3.1 A mechanism shall be rolled forward for April 2015 to March 2017. This mechanism shall
retain the concept of “Inner Core” but replace the “Outer Core” and “Standing” with a pre-
paid discount structure.
5.3.2. The “Inner Core” shall be expanded to 16 full time equivalent posts.
a)
»)
c)
d)
This resource requirement shall be committed for the term of the Transitional
Support Service through to the end of March 2017.
Post Office makes this commitment as of the date of execution of this CCN.
However, it shall be entitled to revoke or change this commitment at any point
up to 30th September 2014 without the payment of any charge by giving Fujitsu
written notice.
Each full time post shall be charged at Rate Card rate with an 18% discount (to
maintain the current discount associated with the Inner Core where they have
been with the account for more than 60 months). This discount shall be applied
monthly as a credit to the operating charge.
In the event that the Inner Core is not maintained for the term:
(a) Where Post Office removes any or all firll time posts from the Inner
Core Team on or prior to 30" September 2014, there shall be no
additional charge.
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(ii)
(ii)
Where Post Office removes a full time post from the Inner Core
Team after 30th September 2014 but prior to 1 October 2016, Post
Office shall pay to Fujitsu 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 as a one off additional
charge for the month in which the full time post is removed from
the Inner Core team.
Where Post Office removes a full time post from the Inner Core
Team on or after 1 October 2016, Post Office shall repay to Fujitsu
an amount equal to the 18% discount that would have been applied
in the period from the date of such removal until 31st March 2017
only (i.e. if 3 months remains to 31st March 2017, then Post Office
shall only be required to repay 3 months discount). This amount
shall be invoiced by Fujitsu as a one off additional charge for the
month in which the full time post is removed from the Inner Core
team.
e) In the event that Post Office provides notice to increase the Inner Core Team
after 31st March 2015, the 18% discount shall only apply 3 full months afier the
resource is added to the Inner Core Team.
The “Outer Core” and “Standing” mechanisms shall be replaced by a committed spend
provision throughout the term of the Agreement. This shall work by reference to the forward
financial commitment that Post Office is able/willing to give to Fujitsu so as to enable Fujitsu
to keep key resource with the account and manage its resource pool most efficiently. The
table below sets out a discount structure:
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Committed monthly spend Discount percentages
>£150,000 1%
>£200,000 2%
>£250,000 3%
>£350,000 4%
>£500,000 5%
(a) 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 its 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 as a one off additional
charge for the month in which the committed monthly spend is not achieved.
(b) Post Office shall get an additional 1% discount for each additional 6 month period that
it makes the advanced monthly commitment. So, for example, if Post Office were to
5
commit to spend £500,000 per month from 1“ April 2015 to 31% March 2017 it
would be entitled to a discount of 9% on the rates set out in the Rate Card. So 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 31° December 2014.
(c) There are no individual resource rate card reductions in addition to this discount
mechanism.
CHARGES
5.1 Revised Schedule D1
The revised Annex B to Schedule D1 is set out in Annex 5 to this CCN and sets out details of the
following:
5.1.1 The Charges for the remaining Services through to 31“ March 2015.
5.1.2 The Charges for the Transitional Support Services from 1* April 2015 to 31" March 2017.
6.1.3 -The following charges shall be payable in addition to the Charges for the Operational Services
and/or Transitional Support Services:
a) Charges for the provision of Transfer Services;
b) Charges for the physical interface costs of providing new interfaces to the services provided
by the Next Supplier(s) calculated in accordance with Schedule E, and
c) Termination Charges, calculated in accordance with Schedule E.
5.2 Annex B to Schedule D1 (as attached at Annex 5 to this CCN) reflects a consolidated list of the
changes resultant from CCNs up to 31st March 2013. Any additional changes to Annex B to
Schedule D1 agreed in a CCN after 31st March 2013 but prior to the execution of this CCN shall
by applied in addition to the content of the Annex B to Schedule D1 attached at Annex 5 to this
CCN. For the avoidance of doubt, please note that Annex B to Schedule D1 attached at Annex 5
to this CCN does not include charges for the HNG-X Test Infrastructure Extension (CCN 1328b)
beyond 31st March 2015 as it is assumed that this will not be required.
It is noted that at the time of entering into this 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 31°" March 2015) on the remaining Operational
Services and/or Transition Support 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
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Fujitsu 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 in delivery of the remaining services.
5.4 Indexation
5.4.1 In accordance with the current provisions of the Agreement, Fujitsu is entitled to uplift all
operational charges by RPI on an annual basis. In order for Post Office to demonstrate value
for money during the period from 1* April 2015 and given that it will not be practicable to
benchmark during this period, it has been agreed as follows:
a)
b)
c)
d)
e)
From 1* April 2015 to 31% March 2017 and subject to the caveats set out below
Fujitsu shall only apply the RPI uplift calculated and applied in accordance with
the provisions of this Agreement to 35% of the charges relating to the Services
to which the Varied Indexed Charges apply.
The restriction on application of RPI referred to in paragraph 6.4.1(a) above
shall only apply up to where RPI is 5% or less. Thereafter, Fujitsu shall be
entitled to charge 100% of the RPI uplift to the extent to which RPI is greater
than 5%,
The restriction on application of the RPI uplift shall only apply to the Services
to which the Varied Indexed Charges apply and Fujitsu shall continue to be
entitled to apply the RPI uplift, in accordance with the terms of the current
Agreement, to the other services, rate cards and charges, including the Rate
Card.
Given that the Data Centre Operations, Central Network and Branch Network
Services were benchmarked and demonstrated to be below the benchmark, the
charges associated with the Data Centre Operations, Central Network and
Branch Network Services will not be subject to the limitation and as such
Fujitsu will be entitled to apply an uplift equivalent to 100% of the RPI uplifi to
these services.
In return for Fujitsu’s waiver of 65% of the RPI uplifi to some of the
Transitional Support Services, Post Office expressly waives its entitlement to
perform benchmarking on any of the services from 1* April 2015 until the end
of the term.
With regard to Service Desk Services only, the first six month fix period
extension (from Ist April 2015 to 30th September 2015 shall be subject to a 5%
increase in the Charges (as at 31st March 2015, uplified for any relevant RPI
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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
Service Desk Service shall be subject to a 10% increase in the Charges (as at
31st March 2015 uplifted for any relevant RPI adjustment).
g) Two examples of how the Charges will be indexed are set out below:
Example 1
The monthly charges for all Indexed Charges for month X are £2,000,000.
The Data Centre Operational Service and Central Network Service monthly Service Charge for month
X is £500,000.
Therefore the Varied Indexed Charges are £2,000,000 - £500,000 = £1,500,000.
RPI Percentage is 3%.
The New Monthly Charge shall be:
New Monthly Charge = (RPI Percentage x (35% of 1.5m) + 1.5m) + ((RPI Percentage + 100%) x
0.5m)
=((0.03(1,500,000*0.35))-+ 1,500,000) +(500,000*1.03)
= 1,515,750 + 515,000
= £2,030,750
Example 2
The monthly charges for Indexed Charges for month X are £2,000,000.
The Data Centre Operational Service and Central Network Service monthly Service Charge for month
X is £500,000.
Therefore the Varied Indexed Charges are £2,000,000 - £500,000 = £1,500,000.
RPI Percentage is 6%.
The New Monthly Charge shall be:
New Monthly Charge = (RPI Percentage x (35% of 1.5m) + ((RPI Percentage ~ 5%)x 1.5m) + 1.5m +
(RPI Percentage + 100%) x 0.5m)
=((0.05(1,500,000 x 0.35))+(1, 500,000 x 0.01)+ 1,500,000) +(500,000*1.06)
= 1,541,250 + 530,000
= £2,071,250
5.5 Termination Charges
5.5.1 For the avoidance of doubt, where the Agreement or Terminable Service is terminated in
accordance with Clauses 47.7 and 47.10.2 it shall be subject to a Termination Charge or
Partial Termination Charge as outlined in Schedule E.
5.5.2. The principles associated with the calculation of the Termination Charge and/or Partial
Termination Charge is set out below:
a) Save as set out in paragraph b) below, for any extended Expiring Service
(excluding the POLSAP Applications Support Service), the Partial Termination
Charge shall be calculated by reference to an expiry date of 31 March 2015
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5.1.3
5.14
b) In the event that Post Office elects to vary the expiry date of an Expiring Service
in accordance with paragraph 3.4 above, the Partial Termination Charge shall
be calculated to the revised expiry date for that service.
c) For the POLSAP Applications Support Service, the Partial Termination Charge
shall be calculated by reference to an expiry date of 31° March 2016.
d) For all other services including those Terminable Services which are replaced by
equivalent Transitional Support Services, the Partial Termination Charge shall
be calculated by reference to an expiry date of 31“ March 2017. For example, if
the termination of the Data Centre Operational Service in accordance with
Clause 47.10.2 were to take effect on 1 August 2014, the Partial Termination
Charge would be calculated by reference to an expiry of 31 March 2017 and not
31" March 2015.
In addition, where Post Office elects for a “ramp down” period as part of the transition of the
Relevant Service, it is agreed that for the purposes of calculating the Partial Termination
Charge due, the Lost Profit element will be calculated from the commencement of the “ramp
down” period to the expiry of the Relevant Service but will take into account the Lost Profit
already paid by Post Office within the Charge for the Relevant Service during the “ramp
down” period.
In order to fit within the current Termination Charge structure the model in paragraph 6.5.2
above shall work as follows:
a) Termination Charges and Partial Termination Charges will be calculated in
accordance with paragraph 6.2 of Schedule E.
b) Element B which represents Lost Profit shall remain as the present value of the
Lost Profit that would have been due to Fujitsu during the remainder of the term
of the Agreement:
i. The relevant period for which Lost Profit will be payable will be from
the commencement of the Ramp Down Period to the expiry date for the
Relevant Service.
ii, The profit included within the Charges paid during the Ramp Down
Period shall be recognised in the calculation of the Lost Profit payable
by deducting 10% of the present value of such Charges from the Lost
Profit calculated by the formula laid out in paragraph 6.2.5 of Schedule
E.
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6 SISD FLOW DOWN
In order to align this Agreement with the Tower’s Model, Fujitsu may receive relief from Service
Levels and reimbursement of additional costs and expenses necessarily and reasonably incurred as
a direct result of steps taken by Fujitsu in carrying out additional work or services to remedy or
mitigate an issue caused by a Post Office Cause or a Tower Contractor Cause and has agreed to
provisions relating to payment of compensation to Post Office for additional costs and expenses
necessarily and reasonably incurred by Post Office and Tower Contractors as a direct result of
steps taken by Post Office and Tower Contractors in carrying out additional work or services to
remedy or mitigate an issue caused by a Fujitsu Dependency Failure.
7 PARENT COMPANY GUARANTEE
Fujitsu shall obtain an extension to the current guarantee from Fujitsu Services Holdings ple (in the
format detailed in Annex 4 to this CCN) to extend the current Fujitsu Services Holdings ple guarantee
until 31 March 2017 to cover the scope of the Transitional Support Services.
8 TRANSITIONAL SUPPORT SERVICES
Service Descriptions
8.1 The Transition Support Services shall be as defined in Schedule B3.1. The individual Service
Descriptions shall be updated by the Parties on the basis of Annex I to this CCN.
8.2 The Service Levels for the Transitional Support Services will be as set out in Annex 2 to this
CCN.
Branch Network Service
8.3 It is noted that, the inclusion of Branch Network Services as a Transitional Support Service was
not included in the Belfast Refresh Programme contracted for under CT1250b.
8.4 With regard to the BNS Report Part 1 and BNS Report Part 2 (as defined below):
(O) Within 1 month of date of signature of CCN 1400, Fujitsu shall agree with Post
Office via the Change Control Procedure the preparation of a 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);
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(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;
(©) ADSL. What changes, if any, are expected with the BT IP Connect copper
product prior to end of March 2017;
a) 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 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;
oy 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
(p) BT individual ISDN2e lines,
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 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 (¢) (i) above Part 2 of the report within 4 months of the
signature of this CCN 1400.
(ii)
(iii)
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 I 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
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(iv)
wv)
(vi)
(vii)
(iii)
(ix)
(&)
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 it
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
BI (Branch Hardware Implementation), only Fujitsu 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 31st 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 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 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 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 Item listed in the BNS Report Part 1.
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 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.
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9 TRANSITION TO TOWERS MODEL
9.1
The Parties agree that the provisions of Schedule E (Termination and the Exit Plan) shall
continue to apply to the Transitional Support Services as it does to the Services. Therefore, in
the event that Post Office wishes to terminate any element of the Transitional Support
Services that are equivalent to the Terminable Services set out in Schedule E it may do so in
accordance with its terms.
9.2 Information sharing
10.2.1
10.2.2
10.2.3
Fujitsu acknowledges that as part of its obligations under paragraph 4 of Schedule E that it is
required to “provide Post Office with reasonable information and assistance in relation to Post
Office’s tender process conducted for the provision of services to replace the Relevant
Services or the performance of the Relevant Services by a replacement contractor”.
Fujitsu has agreed to expand this information sharing provision so that during any (i) tender
or due diligence process it shall provide bona fide potential Next Suppliers with access to
personnel, data and information in order to enable Post Office to run a procurement process
in compliance with the Public Contract Regulations 2006 and (ii) transition, implementation
and operational phase by granting rights of access to relevant assets including premises and
IT to Next Suppliers.
Furthermore, in relation to the confidentiality provision at Clause 61, Fujitsu has agreed that
Confidential Information may be disclosed to:
a) bona fide potential Next Suppliers from the signature date of this CCN 1400 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
b) Next Suppliers to the extent such disclosure is reasonably required to effect transition
and implementation.
9.3 Provision of documentation
10.3.1
10.3.2
10.3.3
10.3.4
Post Office acknowledges that an updated drafi of the Asset Register has been provided by
Fujitsu and this is subject to review and agreement by the parties.
In addition, Fujitsu confirms that it shall provide an updated version of the Exit Strategy
document by 31° October 2013 for discussion with Post Office.
For the avoidance of doubt, this activity will not be chargeable by Fujitsu.
Under Clause 30.15.1, Post Office wishes to clarify that access to and use of Horizon Design
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Documentation by Post Office and third parties engaged by Post Office includes 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.
11 GOVERNANCE FOR TRANSITIONAL SERVICES
1.1
11.4
The parties acknowledge that the current governance structure is set out in Schedule A2.
Fujitsu 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 11.5 and 11.7 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 11.2 and 11.5, 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 11 is intended to create a separate contract between Fujitsu 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 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 fails to perform its obligations under the
Agreement, Post Office retains the ability to enforce its rights against Fujitsu and require it to
perform those obligations. In the event that either Party considers co-operation and
collaboration between Fujitsu, Post Office Service Integrator and other Tower Contractors is
not in accordance with this paragraph 11, 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 shall only be
required to disclose details of the aggregated price of performing the Services and not details
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11.9
of pricing for specific Services or details of the cost base it uses to calculate such prices which
may indicate Fujitsu’ pricing strategy or pricing levels to Post Office Service Integrator.
Without prejudice to paragraph 11.2 above but subject to paragraph 11.7 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 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:
11.7.1 Executive Relationship:
11.7.2 Commercial Relationship; and
11.7.3 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 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 has not or considers it will not be able to
enter into NDAs and/or OLAs within such 3 month timescale, Fujitsu 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 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.
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11.10
1.11
11.12
Fujitsu 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:
11.10.1 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;
11.10.2 save as set out in the Agreement, reporting to the Post Office Service Integrator as if
it were Post Office:
11.10.3 co-operating with the Post Office Service Integrator where it seeks to manage and
resolve issues between the Tower Contractors including any Incidents:
11.10.4 providing the Services in accordance with collaboration requirements and
responsibilities set out in Schedule F.
For the avoidance of doubt, Fujitsu shall be entitled to charge Post Office for its demonstrable
additional costs in complying with this paragraph 11.10 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 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 in complying with this paragraph 11.10.
jitsu 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:
11.11..1 facilitate consistent management, reporting, and sharing of information between
Fujitsu, Post Office Service Integrator and Post Office (as applicable); and
11.11.2 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.
12 ONGOING SUPPORT OF HORIZON PROSECUTIONS
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12.2
12.3
In addition to its obligations under Clauses 25.2 and 25.3, Fujitsu 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 to Post Office, its agents or its subcontractors
(including Post Office Service Integrator and any Tower Contractor). Fujitsu 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:
12.2.1 _ the provision of copy reports;
12.2.2 _ 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;
12.2.3 the compilation of data (including transaction data, event logs, helpdesk call logs,
non-polled data and remuneration data):
12.2.4 the interpretation of data (including transaction data, event logs, helpdesk call logs,
non-polled data and remuneration data);
12.2.5 the provision of technical reports regarding technical aspects of any system (whether
Horizon, HNG-X or otherwise);
12.2.6 _ live witness evidence at Court if any of the information provided (including without
limitation that provided pursuant to paragraphs 12.2.1 to 12.2.5) is challenged to the
extent to which Fujitsu provided said information; and
12.2.7. the right of access to Records, including but not limited to information, reports and
data, held by or in the control of Fujitsu, and the assistance of Fujitsu’ personnel
with appropriate knowledge of the applicable Records (to the extent any such
personnel remain employed or contracted to Fujitsu ) 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 to Post Office.
The Parties agree that to the extent Fujitsu’ costs for the Court Case Support Services are not
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recovered via the Charges relating to the Security Management Service (for example where
additional resource is required), Fujitsu shall be entitled to charge (and Post Office shall pay)
additional reasonable and demonstrable costs provided Fujitsu can evidence such costs to Post
Office’s reasonable satisfaction and wherever possible agree them in advance with Post
Office.
12.4 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 then such
assistance shall continue to be chargeable afier expiry/termination of the Agreement.
12.5 In addition to its obligations under paragraphs 12.1and 12.2, Fujitsu 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 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.
13. GENERAL
13.1 For the avoidance of doubt, both parties acknowledge that the warranty at Clause 15.2 of the
Agreement was provided upon execution of CCN1200 and is not repeated as a result of entering
into this additional term.
13.2 For the avoidance of doubt, save as varied by the above provisions, the provisions of the
Agreement (including its Schedules) shall apply to the Transitional Support Services as if
they were the Services
13.3 Terms used in this CCN which are not otherwise defined shall have the meaning given in the
Agreement.
13.4 In the event of a conflict between paragraphs 1 to 13 above of this CCN and the revisions to
the wording of the Agreement contained below, the revisions to the wording of the
Agreement below shall take precedence.
REVISION TO WORDING OF THE AGREEMENT:
CLAUSES:
Contents Page:
In the contents page of the Agreement, the reference to “48. Rights on termination and expiry of this
Agreement, Partial Termination and termination of Project HNG-X” shall be deleted and replaced
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with “48. Rights on termination and expiry of this Agreement, Partial Termination, expiry of an
Expiring Service and termination of Project HNG-X”.
In the contents page of the Agreement, the reference to “Schedule B3.1 - HNG-X Services” shall be
deleted and replaced with “Schedule B3.1 - HNG-X Services and Transitional Support Services”,
Recitals:
A new Recital (H) shall be inserted in the Recitals to the Agreement as follows:
“(H) On 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).”
jain Body of the Clat H
In Clause 10.2, “or which expire in accordance with Clause 46.3” shall be inserted after “except any
terminated in accordance with Clause 47.10”.
In Clause 25.2, “of the Agreement, Partial Termination, expiry of the Agreement or expiry of an
Expiring Service” shall be inserted after “On termination” and in the final sentence of Clause 25.2 the
reference to “Clause 25” shall be amended to read “Clause 25.2”.
The following shall be added as Clauses 25.8 to 25.12 of the Agreement:
“25.8 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.
25.9 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;
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);
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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.
25.10 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.
25.11 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.
25.12 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.”
Clause 30.15.1 shall be amended as follows:
“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.”
The following shall be added as new clauses at the end of the current Clause 39:
“39.5 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.
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.
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39A.3
39A.4
39A.5
39A.6
39A.7
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
\jitsu 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.
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.
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
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 afier 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.
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39B.
39B.1
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.
39B.2 If Fujitsu Services reasonably believes that it has incurred additional costs and expenses as a
39B.3
39B.4
39B.5
39B.6
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 Oflice’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,
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
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mitigate the effects of such failure.
39B.7 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.
39C Effects of a Fujitsu Dependency Failure
39C.1 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.
39C.2 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.
39C.3 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 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) afier 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
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39C.8
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).
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,
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
39C.10
39C.11
39C.12
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.
The agreed Compensation Amount will be shown as a credit on the next Operational 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.
Post Office acknowledges that in respect of a Fujitsu Dependency Failure, a materiality
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.”
The initial sentence of Clause 44.2.2 prior to sub bullet a) shall be amended to read as follows:
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“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 new Clause 44.2.2A shall be inserted immediately after the end of the current Clause 44.2.2 (as
amended above) as follows:
“44.224 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.”
Clause 44.2.3 shall be amended to read as follows:
“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:”
Clause 44.6 shall be amended to read as follows:
“44.6 — 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.”
A new sub-clause shall be added at Clause 44.7.3 as follows:
“44.7.3 any compensation arising out of a Fujitsu Dependency Failure due to Post Office,
Post Office Service Integrator or a Tower Contractor.”
Clause 46.1 of the Agreement shall be deleted and replaced with the following:
“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 2017.”
Clause 46.2 of the Agreement shall be deleted and replaced with the following:
“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
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agree an extension to the term of this Agreement. Fujitsu Services acknowledges that Post
Office is particularly concerned regarding a material increase in the operational expenditure
in the event that it needs to extend the terms of the Agreement beyond 31st March 2017. To
this end, Fujitsu Services agrees that it shall use reasonable endeavours to avoid any material
increase in the operational charges in the event of such an extension. In order to avoid such
an increase the parties acknowledge that it may be necessary to upgrade or refresh elements of
the infrastructure via a project (chargeable to the Post Office) and/or to switch off non-
essential elements of the remaining Services. Such amendments and/or changes shall be
included in any agreement to extend the term.”
New Clause 46.3 shall be inserted as follows:
“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, be
provided for the period up to 31 March 2015 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 31 March 2015 (except the POLSAP Applications Support Service which
shall expire on 31 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 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.”
Sub-clause (a) of Clause 47.10.2 shall be deleted and replaced with the following:
“(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 I to Schedule E by giving Fujitsu Services not less
than 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). 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.”
In Clause 47.5, “or expiry of an Expiring Service” shall be inserted after “pursuant to Clause 47.10” in
line 3 and after “Partial Termination of a Terminable Service” in line 5.
The title to Clause 48 shall be deleted and replaced with “Rights on termination and expiry of this
Agreement, Partial Termination, expiry of an Expiring Service and termination of Project H
x”
In Clause 48.1, “or the expiry of any Expiring Service” shall be inserted after “any reason whatsoever”
and “or if expiry is in respect of an Expiring Service” shall be inserted after “if termination is in
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respect of Project HNG-X or a Terminable Service”.
In Clause 48.2.1, “or expiry” shall be inserted after “that are the subject of termination” in line 3.
In Clause 48.3, “in respect of the expiry of an Expiring Service or” shall be inserted after “or in
respect of termination of Project HNG-X or”.
In Clause 48.4, “expires or is terminated, an Expiring Service expires” shall be inserted after “In the
event that this Agreement”.
Clause 48.4.2 shall be deleted and replaced with the following:
“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.”
In Clause 48.4.3, “or expiry” shall be inserted after “Upon termination” in line 1 and “subject of
termination” in line 6.
In Clause 48.6, “or Expiring Service” shall be inserted afier “to a Terminable Service” in line 4 and
afier “those shared between one Terminable Service” in line 5.
At the end of Clause 48.7.2, the comma shall be deleted, and “; or” shall be inserted and then the
following new Clause 48.7.3 shall be added:
“48.7.3. an Expiring Service expires pursuant to Clause 46.3,”.
In Clause 48.7, “or expiry is in respect of an Expiring Service” shall be inserted after “is in respect of
a Terminable Service”.
In Clause 48.8.4, 48.8.5, 48.8.6, 48.10.4 and 48.10.5, “or expiry” shall be inserted after “at the date of
termination”,
Clause 61.3 of the Agreement shall be deleted and replaced with the following:
“61.3 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
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confidentiality agreement.”
Clause 66.1 of the Agreement shall be deleted and replaced with the following:
“66.1 Fujitsu Services undertakes that its obligations hercunder are and will continue to be
effectively guaranteed by the Fujitsu Guarantees until 31 March 2015, For the period
from 1 April 2015 to 31 March 2017, Fujitsu Services undertakes that its obligations
hereunder will continue to be effectively guaranteed by Fujitsu Services Holdings ple
under the Fujitsu Services Holdings ple guarantee dated 31 December 2002 (as
amended). The guarantee given by Fujitsu Limited shall lapse on 31 March 2015,
In Clause 75.6, “to the expiry of an Expiring Service pursuant to Clause 46.3 or” shall be inserted
after “no later than six months prior”.
In Clause 75.12, “, expiry or partial expiry” shall be inserted after “on any termination or partial
termination”.
SCHEDULE 1 - INTERPRETATION:
The following new definitions shall be inserted in Schedule 1:
Term
Definition
“Actual Engineering Service Visits
has the meaning given in 5.12.6 of Schedule D1;
“Agreed Monthly Reduction”
means:
(a) as at 1* April 2013, the amount of fifteen
thousand, five hundred and fifty pounds (£15,550);
and
(b) on each anniversary of 1“ 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;
“Compensation Amount”
shall have the meaning set out in Clause 39C.8;
“Court Case Support Services”
shall have the meaning set out in Clause 25.8:
“Credence/MDM Service”
means the Service referred to in row 21 of Table A
of Schedule B3.1;
“Expected Engineering Volume”
has the meaning given in paragraph 5.12.4 of
Schedule D1;
“Expiring Services”
means:
(i) the CMT Service, Credence/MDM_ Service,
Engineering Service, Service Desk Service,
Operational Business Change (Branch Change)
Service, POLSAP Hosting Service and Salesforce
Support Service, each of which have an expiry date
of 31 March 2015; and
(ii) POLSAP Applications Support Service which
has an expiry date of 31° March 2016;
means with respect to:
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“Fujitsu Dependency”
(a) Post Office (including the Post Office
Service Integrator to the extent to which it
acts as the managing partner of Post
Office):
i) a current Fujitsu Services
obligation under this Agreement
(including as set out in Schedule
F);and
(ii) 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:
(i) 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
(ii) additional obligations which the
parties agree as part of the impact
analysis;
“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 Practice”
means good practices, methods and procedures (or
one of a range of 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:
“Mini Extension Report”
has the meaning given in paragraph 10.1.5 of
Schedule E;
“OLAG)”
has the meaning given in paragraph 9.7 of Schedule
A2;
“POLSAP Applications Support Service”
means the Service referred to in row 20 of Table A
of Schedule B3.1;
“POLSAP Hosting Service”
means the Service referred to in row 19 of Table A
of Schedule B3.1;
“POLSAP Services”
means the POLSAP Hosting Service and the
POLSAP Applications Support Service:
“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 IT & C”
imeans 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
under this Agreement insofar as those express
obligations of Post Office relate to the Towers Model;
“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;
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;
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“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 constured to be references to
this defined term;
“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;
“Tower”
means a package of IT and related servcies to be
provided by a single supplier as part of the Towers
Model;
“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’
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 Responsibility"
means the responsibilities of an individual Tower
Contractor (i) expressly 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:
“Variable Services”
has the meaning given in paragraph 11.1.1 of
Schedule E;
“Varied Indexed Charges”
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:
eee RE
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Reconciliation Service;
Security Management Service;
Branch Network Resilience Service: and
Applications Support Service (4" Line)
eee I
The definitions below shall be deleted and replaced in Schedule I with the following new definitions:
Term
Definition
“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;
"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:
“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, the
Transitional Support Services, the POLSAP
Applications Support Services (through to 31
March 2016) and any Expiring Services that are
extended in accordance with paragraph 10 of.
Schedule E:
“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 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;
“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
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from a Next Supplier or performed by Post
Office itself
“Royal Mail Group” or “Post Office Group” I means Royal Mail Holdings ple and _ its
Subsidiary Companies;
“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:
SCHEDULE A2 - GOVERNANCE:
A new paragraph 9 shall be inserted into Schedule A2 as follows:
9.1
93
94
GOVERNANCE FOR TRANSITIONAL SUPPORT 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
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95
9.6
9.7
98
99
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 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:
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9.10
9.11
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:
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.”
Annex 1 to Schedule A2:_
Annex I to Schedule A2 shall be deleted and replaced with the following:
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)
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Fujitsu Services
Members
Business Unit Director (Subject Lead)
Responsibilities
*
*
Executive Responsibilities
Monitoring the overall success of the relationship, including
resolution of any Disputes escalated for Executive Review under the
Dispute Resolution Procedure.
Approval of new initiatives (HNG-X and non-HNG-X).
Overseeing management by the Commercial Relationship of matters
arising in respect of Market Testing under Schedule D6.
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 Al.
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).
Agreeing the sharing of any benefits accruing from a cost saving
initiative or future development work in accordance with the
principles of Schedule D3 relating to the SIP and overseeing the
management, operation and delivery of the SIP under Schedule
B1.2.
Reviewing and managing opportunities for the Preferred Systems
Integrator and the SIP; maintaining a list of such opportunities 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 Manageme!
nt Relationship
Post Office
Members
Head of Operations Control (Subject Lead) and/or Post Office Service
Integrator
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Fujitsu Services
Customer Service Director (Subject Lead)
Members
Responsibilities * Ensuring continuous improvement in the service management
environment through pro-active management.
* Reviewing Operational Services performance, including against
agreed Service Levels and agreeing remedies payable (if any) in
accordance with the relevant terms of this Agreement
* Reviewing network performance.
* — Reviewing operational reliability of Infrastructure, tracking MTBF
rates and considering/recommending remedial courses of action
(e.g. full or partial technological refresh or Service Level relief).
* Resolving operational issues including, but not limited to, those
arising from non-conformance to agreed Service Levels.
* — Reviewing future change plans to ensure the live environment is
prepared for Operational Services.
* — Capacity management in relation to Service Management Services.
* Monitoring Operational Business Change processes.
Frequency Monthly
Other general
There will be a monthly service review meeting for which Fujitsu Services
information shall prepare reports in the formats agreed from time to time.
Commercial Relationship
Post Office Purchasing Manager (Subject Lead, in relation to procurement, ordering and
Members. approval of changes to the contract clauses and schedules)
Contract Manager (Subject Lead, in relation to commercial, business,
governance and other issues)
and Post Office Service Integrator (at Post Office’s discretion)
Fujitsu Services
Members
Director, Commercial (Subject Lead)
Responsibilities
* Management and administration of the Agreement.
* Agreeing amendments to the Agreement subject to the Change
Control Procedure.
* Overseeing the ordering, invoicing and payment process in Schedule
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
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* — 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
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
Members
Business Partner relevant to the subject matter of the programme or 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
Members
Fujitsu Services’ SI Director (Subject Lead)
Programme and/or Release manager
Others, as appropriate for the programme or Release.
Responsibilities
* Delivery of programmes and Releases to time and budget.
* Managing and resourcing Work Packages which relate to major
development programmes.
* Managing contingency budgets approved in Work Orders
including, where appropriate, delegating authority to appropriate
managers.
* Directing the holding of meetings of the ‘Joint Release
Authorisation Board’.
* Project management and governance in accordance with this
Agreement or, to the extent not in conflict or inconsistent with this
Agreement, PRINCE 2 standard practice. For example:
* review and resolution of operational issues arising in
design, development and testing; and
* — review progress and performance against plan.
Notwithstanding the Parties’ use of PRINCE 2, or any other design or
project management methodology, the provisions of this Agreement shall
not be varied by such use unless the Parties agree otherwise in accordance
with the Change Control Procedure.
Frequency
As determined by the Subject Leads.
Other general
information
* There will be one 'Programme/Release Board’ for each major
programme/ Release.
The Subject Leads will discuss current and future demand for such
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[*_ boards
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.
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
Optional attendees:
Testing Manager in each case for the relevant Acceptance activity.
Fujitsu Services
Mandatory attendees:
SI Director
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Members
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
* — Consider and resolve Acceptance disputes arising under Schedule
B6.3.
* — Consider and resolve Acceptance disputes arising under Schedule
BLL.
Frequency
As and when required to resolve issues arising during the Acceptance
activity.
Joint Release Auth
orisation 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
Fujitsu Services' SI Director (Subject Lead)
Members 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’.
Demand Planning Board
Post Office Head of Change and IS (Subject Lead)
Members
+ other representatives as agreed from time to time, and/or
Post Office Service Integrator
Optional attendee:
Head of Contract Management
Fujitsu Services
Development Director (Subject Lead)
Members .
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
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* 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 and Outer Core Team, (including
any subsequent replacements required)
* 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, Outer Core and Standing Team, (that will then be
formally introduced by CCN)
* — Oversight of agreeing Work Packages
Frequency Monthly
Annex 3 to Schedule A2:
Paragraphs 1 and 2 of Annex 3 to Schedule A2 shall be deleted and replaced with the following new
paragraphs I and 2:
“1,
a)
d)
°)
d)
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 Ist 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.
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a)
b)
c)
co)
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 which areas of
the business Fujitsu Services feel are not sufficiently covered to enable mitigation actions to
be taken if necessary,
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 CCN1271c. 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.
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-Sth years.
ii) _In relation to skill sets only, under the process set out in point 3) below.”
Paragraph 6 of Annex 3 to Schedule A2 shall be deleted and replaced with the following new
paragraph 6:
a)
STANDING TEAM TO 31“ 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
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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.”
New paragraphs 11, 12 and 13 shall be inserted in Annex 3 to Schedule A2 as follows:
“LL.
11
11.3
11.4
12.
12.1
13.
13.4
INNER CORE TEAM FROM 1” 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 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 afier 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.”
SCHEDULE B3.1 —- HNG-X SERVICES:
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The title of Schedule B3.1 shall be deleted and replaced with “HNG-X Services and Transitional
Support Services”.
The wording “and Transitional Support Services” shall be added after “HNG-X Services” in
paragraphs 1.1, 1.2 and 3.1.
The wording “and Transitional Support Service” shall be added after “HNG-X Service” in paragraphs
1.3, 1.3.1, 1.3.3 and 1.3.5.
The current Table A in paragraph 2.1 shall be deleted and replaced with the following:
(CS/SER/022)
pay additional
Operational Charges
for the Data Centre
Operations Service to
Fujitsu Services.
‘The POLSAP
elements of this
Operational I Initial CCD title I Trigger New Brief HING-X Service [Brief Transitional
Service and reference Event I CCD/Schedule title Description Service Support
id reference Description
1 I Service Desk I Horizon Systems I Trigger Service Desk: The provision of first I Expiring Service
Service Helpdesk: Point T2 Service Deseript and second line
Service (Service (SVM/SDM/SD'00__I support to Post Office
Description Desk on) Branches and other
(CS/SER/002) I Change). designated groups
through the provision
of'a support desk
function.
2 I Engineering I Not applicable I This Service I Engineering Service comprises an I Expiring Service
Service has no Service: Service I on-site replacement or
predecessor I Description repair service for
and shall be I (SVM/SDM/SD(00_ I broken or faulty
applicable I 02) Equipment at
from Trigger Branches together
Point TI with associated back
(Amendment up, support and
Date) administrative
functions..
3 I Operational I Operational ‘Commencem I Operational This service supports I Expiring Service
Business Business Change I ent of ING- I Business Change I physical changes in
Change Branch CCDs X Project I (Branch Change) I Post Office Branch
(Branch Workstream I Service: Service Infrastructure through
Change) X4(HING-X_ I Description the provision of a
Service Application I (SVM/SDM/SD'00_ I range of services. The
Rollout) 14) service supports both
planned and
unplanned changes.
‘The charge for this
element of the
Operational Business
Change (Branch
Change) Service is the
fixed charge referred
to in paragraph 5.2 of
Schedule D1
4 I DataCentre I Service ‘Commencem I Data Centre Service for managing I Service for managing
Operations Description for I ent of HNG- I Operations Service: I the HNG-X Central I the HNG-X Central
s Data Centre X Project. I Service Description I Infrastructure, Infrastructure,
Operations Workstream I (SVM/SDM/SDi00_I The Data Centre Ifthe circumstances
Service X2 (Migrate I 03) Operations Service I set out in paragraph
(CSISER(007) I Data Centre also includes the 6.1 of Schedule D1
toHNG-X POLSAP Services. arise, Post Office shall
Service Configuratio Ifthe circumstances I pay additional
Deseri ) set out in paragraph I Operational Charges
the SAP Hosting 6.1 of Schedule D1 I for the Data Centre
Service arise, Post Office shall I Operations Service to
Fujitsu Services,
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Service shall form
part of the POLSAP
Service with effect
from 1 April 2014.
3 I Branch ; This Service I Branch Network: I Service formanaging I Service for managing
Network Not applicable I sas no Service Description I and supporting the and supporting the
Service predecessor I (SVM/SDMISD/00_I Branch Telecom Branch Telecom
and shall be I 11) Infrastructure Infrastructure
applicable
from Trigger
Point 71
(Amendment
Date)
© I Central Notapplicable I This Service I Central Network I Service formanaging I Service for managing
Network has no Service: Service I and supporting the I and supporting the
Service predecessor I Deseription Central Telecom Central Telecom
and hallbe I (SVM'SDMISD(00_ I Infrastructure Infrastructure
applicable I 12)
fiom Trigger
Point T1
(Amendment
Date)
7 I Systems Senive Commensem I Systems Event management I Event management
Management I Description for I ent of HNG- I Management and software and software
Service ‘Systems X Project Service: Service distribution services. distribution services.
Sianagement Workstream I Description
(csstroos) I X#4ING-X I (SVMISDM/sD00
Application I 06)
Rollout)
3 I Reference Fujitsu Services’ I Commencem I Reference Data I Service forthe Service for the
Data Post Office Lid I ent of HNG- I Management ‘management of ‘management of
Management I Interface XProject I Service: Service I Reference Data Reference Data
Service Agreement for I Workstream I Description
Operational X4(HNG-X_ I (SVM/SDMISD/00
Business Change-I Application I 13)
Reference Data I Rollout) I Fujitsu Services
(CSPRDOS8) Post Office Ltd
Interface
Agreement for
Operational
Business Change -
Reference Data
(CSPRD 058)
9 I ThindLine I Service ‘Commencem I Third Line Support I Service for the Service for the
Software Description for I ent of HNG- I Service: Service I diagnosis of new diagnosis of new
Support Third Line XProject I Description software Incidents I software Incidents
Serviee Software SupportI Workstream I (SVM/SDM/SD100_ I occurring in Branches] occurring in Branches
Service X4CHNG-X I 04) and the Data Centre. I and the Data Centre
(CSISER/009), I Application
subject tothe I Rollout)
proviso that
Fujitsu Services
shall not be
obliged to
provide Third
Line Software
Support Services
in respect of
Configured POL
FS or the SAP
Loading
Applications.
TO I Management I Management I Commencem I Management The Service provides I The Service provides
Information I Information ent of HNG- I Information mechanism for the I a mechanism for the
Service Service: Service I XProject I Service: Service I reporting and reporting and
Description Workstream I Deseription publishing of Fujitsu I publishing of Fujitsu
(csiskRo1s) I x4qiNG-x I (SVM'SDM Services” achievement I Services’ achievement
Transaction Application I 16) of Service Levels and I of Service Levels and
Benchmark Rollout) Service Level Targets. I Service Level Targets.
Service: Service The service also The service also
Description
(CSISER010)
provides data for the
settlement of
provides data for the
settlement of
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Tiquidated 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
Tiquidated damages,
and provides a vehicle
for the request of
information regarding
data captured on the
HING-X Service
Infrastructure.
‘The Management
Information Service
also includes:
‘The Transaction
Benchmarking Benchmarking
Service. Service.
11 I Service Service ‘Commencem I Service The objectives of the I The objectives of the
‘Management I Management ent of HNG- I Management Service are to Service are to
Service Service: Service I X Project I Service: Service I monitor, manage and _I monitor, manage and
Description Workstream I Description ‘maintain the delivery I maintain the delivery
(CS/SER014) I X4(HING-X I (SVM/SDM/SD'00_I of the Operational of the Operational
Horizon Capacity I Application I 07) Services. Serviees.
Management and I Rollout) This Service also This Service also
Business includes: includes:
Volumes ‘The Capacity ‘The Capacity
(PAPER (033) Management ServiceI Management Service
‘The Release The Release
management service. _I management service.
12 I Reconciliation I OnLine Services I Commencem This Service provides I This Service provides,
Service Reconciliation & I ent of HNG- end-to-end end-to-end
Incident X Project I Description reconciliation and reconciliation and
Management Workstream I (SVM/SDM/SD/00_ I incident management I incident management
(NBPROI002) I X4(HING-X I 15) procedures required to I procedures required to
On Line Services I Application investigate, report and I investigate, report and,
Data Rollout) resolve reconciliation I resolve reconciliation
Reconciliation and business and business
Service incidents, incidents.
(CS/SER(018)
APS
Reconciliation
and Incident
Management
(CSPRO/128)
‘TPS
Reconeiliation
and Incident
Management
(CSPROMI1)
iB Service ‘Commencem I Security This Service provides I This Service provides
Description for I ent of HNG- I Management awide range of awide range of
the Security XProject I Service: Service —_I security related security related
Management Workstream I Description activities required for I activities required for
Service X4(HING-X I (SVM/SDM/SD/00_ I ISO 27001 ISO 27001
(CS/SER016) I Application I 17) compliance. compliance.
Rollout)
14 I Application I Notapplicable I ‘This Service I Application Support I Service provides Service provides
Support has no Service (Fourth support for software I support for software
Service predecessor I Line): Service and system errors and system errors
(Fourth Line) and shall be I Description which cannot be which cannot be
applicable I (SVM/SDM/SD/00_I resolved by the Third I resolved by the Third
from Trigger I 05) Line Software Support I Line Software Support
Point 11 Service Service.
(Amendment
Date)
15 I CMY Service I Notapplicable I “This Service [ Communications I Service provides a Expiring Service
has no ‘Management Team: I value add fumetion
predecessor I Service Description I above the standard
and shall be I (SVM/SDM/SD'00_ I incident and problem
applicable I 19) ‘management service
from Trigger provided by the
Point T1 Service Desk and the
(Amendment Service Management
Date) Service.
16 I Branch Branch Network I This Service I This Service will be I The Branch Network I The Branch Network
Network Resilience shall cease I withdrawn after its I Resilience (BNR) Resilience (BNR)
Resilience Service tobe Trigger Event Service will provide I Service will provide
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Service Deseription provided at ‘an automatically ‘an automatically
(CS/SER/031) Trigger invoked ISDN backup I invoked ISDN backup
Point 16 network foragreed I network for agreed
(Counter strategie ADSL strategic ADSL
Application Branches and a Branches and a
Rollout backup GSM “on backup GSM “on
Complete) demand" service that I demand” service that
would support all would support all
Branches against Branches against
prolonged outages. prolonged outages.
Ifthe circumstances I Ifthe circumstances
set out in paragraph I set out in paragraph
63 of Schedule D1 I 6.3 of Schedule D1
arise, Post Office shall I arise, Post Office shall
pay additional pay additional
Operational Charges I Operational Charges
for the Branch for the Branch
Network Resilience to I Network Resilience to
Fujitsu Servi Fujitsu Services
17 I POL MI Not applicable I This Service [POL MI Hosting I Service provides Service provides
Hosting has no Service: Service I hosting for certain hosting for certain
Service predecessor I Description Post Office back Post Office back
and shall be I (POLMUSVM/SD _I office MI systems office MI systems
applicable I M/SD/001) ‘The operational ‘The operational
from POL (Charges for this Charges for this,
MI Event 1 Service are included I Service are included
in Operational in Operational
Charges for Data Charges for Data
Centre Operations Centre Operations
Service, Central Service, Central
Network Service and I Network Service and
the Systems the Systems
Management Service._I Management Service.
18 I Salesforce Not applicable I 15* August I Salesforce Support I The provision of Expiring Service but
Support 2012 Service Service support services for I it shall not have the
Service Description elements forthe two I right of a mini
(SVMSDMISD/19_ I instances of extension
a) Salesforce within the
Finance Specialists
Salesforce Solution
and the Stakeholder
Salesforce Solution.
19 I POLSAP Not applicable I 1" Apa POLSAP HostingI The provision of Expiring Service
Hosting 2014 Service Service hosting by Fujitsu without the option of a
Service Description Services. ‘mini extension
(SVM/SDMISD/21
91)
20 I POLSAP Not applicable I 1" April POLSAP The provision of the I Expiring Service
Applications 2014 Applications POLSAP applications I (expiry date is 31"
Support Support Service supported by Fujitsu I March 2016 and it
Service Service Description I Services. shall not have the
right of a mini
(SVMSDMISD/23 extension)
06)
21 I Credence! Not applicable I 1" April Credence (MDM I The provision ofthe _ I Expiring Service
MDM Service 2014 Service Service (Credence/MDM without the option of a
Description application hosted and I mini extension.
supported by Fujitsu
yM/SDM/SD/21
92)
The following rows shall be added to the bottom of the Associated CCDs table at paragraph 4.1:
49 SVM/SDM/SD/2191 POLSAP Hosting Service Service Description
50 SVM/SDM/SD/2306 POLSAP Applications Support Service Service Description
51 SVM/SDM/SD/2192 Credence/MDM Service Service Description
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SCHEDULE B3.3 - HNG-X CENTRAL AND TELECOMMUNICATIONS
INFRASTRUCTURE
The following shall be added at new paragraph 1.3.2(e):
(e) With regard to the BNS Report Part I 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 Servi
(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;
(0) 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:
oy 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;
a) 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
(p) BT individual ISDN2e lines,
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)
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(i)
(iii)
(iv)
wv)
(vi)
(vii)
(viii)
(ix)
@&)
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 I 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 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.
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.”
SCHEDULE D1 ~- CHARGES:
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A new paragraph 1.9 shall be inserted as follows:
“1.9 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.”
Paragraph 2.2 of Schedule D1 shall be deleted and replaced with the following:
“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 Application Support Service (Fourth Line);
2.2.6 CMT Service:
2.2.6A POLSAP Hosting Service:
2.2.6B POLSAP Applications Support Service
2.2.6B Credence/MDM Service,
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,
Post Office shall pay to Fujitsu Services in respect of each month other than December in each
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Financial Year the Operational Fixed Charge for that Operational Service for that month.”
A new paragraph 2.3A shall be inserted into Schedule D1 after paragraph 2.3.6 as follows:
“2.3A In the event that Post Office elects to reduce the Service Level for “Calls answered within 30
seconds” for the Service Desk Service from 90% to 80%, then the monthly Charges for the
Service Desk Service (as calculated in accordance with paragraph 2.3 above) will be reduced
by the Agreed Monthly Reduction.”
A new paragraph 2.11 shall be inserted into Schedule D1 as follows:
“2.11 In respect of the Salesforce Support Service, Post Office shall pay to Fujitsu Services in
respect of each month the aggregate of the fixed and variable charge for such Service set out
in Annex B to this Schedule D1.”
A new paragraph 5.12 shall be inserted as follows:
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 Engincering 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
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 uplifis
(adjusted for any particular circumstances at that time) experienced for each
month in the same peak period in the prior year.
sit data
b) Normalisation will only be applied to significant programmes that have materially
impacted the Expected Engineering Volumes. Historic examples of where this has
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been the case are the introduction of new media to Epson printers which generated
circal000 additional engineering visits per month and the programme rollout of new
PIN Pads that generated circa 400 additional engineering visits per month.
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 +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. In the 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
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
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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.
The following rows shall be added to the table in paragraph 10.4 of Schedule D1:
Exit Manager £167.03 V/A V/A
Transition Director —I£196.22 A /A
The heading ‘Core and Standing Teams to 31% March 2015’ shall be added before paragraph 10.4A.
In paragraph 10.44, the words “Where members of” shall be deleted and replaced with “During the
period up to 31“ March 2015, where members of”.
A new heading and paragraph 10.4B shall be inserted in Schedule D1 as follows:
“Core and Standing Teams from 1" April 2015
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. 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.
10.4B.2 In the event that Post Office removes a full time post from the Inner Core Team,
the following will apply:
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10.4B.3
10.4B.4
(a)
(b)
(©)
As set 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.
Where Post Office removes a full time post from the Inner Core Team afier
30" September 2014 but prior to 1 October 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.
Where Post Office removes a full time post from the Inner Core Team on
or after 1 October 2016, Post Office shall repay to Fujitsu Services an
amount equal to the 18% discount that would have been applied in the
period from the date of such removal until 31° March 2017 only (e.g. if 3
months remains to 31“ March 2017, then Post Office shall only be
required to repay 3 months discount). 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.
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 afier 31% March
2015, 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.
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
2017 is based upon the following table:
Committed monthly spend Discount
(made by Post Office 3 months
in advance)
>£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:
@
(ii)
Gi)
(iv)
wv)
(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 its 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 I* April 2015 to 31" March 2017 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 31“ December 2014.
There are no individual resource rate card reductions in addition to this mechanism.
In paragraph 10.6.2, replace “Senior Consultant Manager” with “Senior Consultant Manager or Exit
Manager”
In paragraph 10.6.3 replace “Senior Manager Principal Specialist” with “Senior Manager Principal
Specialist or Transition Director”.
In paragraph 16.1, after “are referred to in this” delete “paragraph 16.1” and replace with “paragraph
16”.
Paragraph 16.2 shall be deleted and replaced with the following new paragraphs 16.2, 16.2A and
16.2B:
“16.2 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
16.2.2
16.2.3
In respect of cach Financial Year subsequent to the Financial Year ending 31"
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.
Such calculations shall be carried out before the start of each new Financial Year
and the Indexed Charges as so adjusted shall be recorded in revised versions of
this Schedule D1 and relevant CCDs.
The adjustment described in this paragraph 16.2 shall be made for the first time
in respect of the Indexed Charges referred to in paragraphs 16.1.3 and 16.1.4 so
as to be effective in respect of those Indexed Charges in Financial Year ending
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31 March 2010.
16.2A During the period from 31" March 2015 up to 31" March 2017, 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.
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.
16.2B During the period from 31“ March 2015 up to 31* March 2017, the Varied Indexed Charges
shall be indexed as follows:
16.2B.1 In respect of each Financial Year subsequent to the Financial Year ending 31%
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 31"
March 2015 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.
16.2B.3. 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 With regard to Service Desk Service only, the first six month fixed period extension (from Ist
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 afier 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).”
In paragraph 16.3, “(including but not limited to the Varied Indexed Charges from 31‘ March 2015)”
shall be inserted afier “The RPI Percentage applicable to the Indexed Charges”.
The following rows shall be added to the bottom of the Associated CCDs table at paragraph 17.1:
24 SVM/SDM/SD/2191 POLSAP Hosting Service Service Description
25 SVM/SDM/SD/2306 _ I POLSAP Applications Support Service Service Description
26 SVM/SDM/SD/2192 Credence/MDM Service Service Description
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Annex A to Schedule D1:
Annex A, Part I
The current table at Part 1 of Annex A (Branch and Counter Position Limits) shall be deleted and
replaced with the following new table:
1] Maximum — I 14257 I 14509 I 13843 [13640 ] 13441 I 13241 I 13038 I 12838 I 12638 I 12638
Number of
Branches
Maximum I 35617 I 35330 I 35068 I 34812 [34553 I 34253 I 33953 [33053 I 33353 I 33353
number of
Counter
Positions
3] OldSile [273 283 [284 [284 [284 [ose [28a [28a I 284 I 284
Mobile
Configuratio
ns (included
in rows 1
and 2)
a] NewStyle [40 En) En) 40 40 En) En) En En) En
Mobile
Configuratio
ns (included
in rows 1
and 2)
3 I CfOs 37 37 37 7 7 7 7 7 7 7
(included in
row 1)
6 NewcTo [374 [374 I 374
Configuratio
ns (included
in row 2)
7 I BEPO B B 5 Eg Eo
Branches
(included in
row 1)
ry
374 I 374 374 [374 I 374—«I «374
Annex B to Schedule D1:
For the avoidance of doubt the spreadsheet below includes all price changes agreed CCNs up to 31“
March 2013 (but not any other contract changes) and specifically included the following CCNs which
are subsequent to version 8 of the contract : CCN1311b, CCN1307a, CCN1315, CCN1316a,
CCN1317, CCN1318a, CCN1313c, CCN1320a, CCN1326, CCN1321, CCN1325a, CCN1327a,
CCN1323b, CCN1323, CCN1330, CCN1331, CCN1332a, CCN1328b and CCN1343a.
The excel spreadsheet in Annex B shall be amended to reflect the revised prices and services for years
ending March 2014 and March 2015, and also to include additional columns and service prices for
year ending March 2016 and 2017 all as shown in Annex 5 to this to CCN 1400, For the avoidance of
doubt there shall be no changes to Annex B for prior years.
Annex E to Schedule D1:
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The following rows shall be added to the table in Annex E:
ata Centre Operations Service: (minus
Charge month)
pril
Applications Support Service (4" Line) I (minus £133,802.42per I 1 April 2014
‘Fixed Charges month)
Service Desk Service: Fixed Charges I minus £3,506.26 per I 1 October 2013
month)
Service Desk Service: Unit charge per I (minus £1.05 per I 1 October 2013
counter position month)
Service Desk Service: Service I (minus £0.09 _ per I 1 October 2013
Management element month)
Service Desk Service :Fixed Charges (minus £807.15 per I 1 April 2014
month)
Service Management Service Charges: I (minus £9,203.5Sper I 1 April 2014
Fixed Charges month)
Central Network Service: Fixed I (minus £2,185.15per I 1 April 2014
Charge month
Systems Management Service: Fixed I (minus £2,621.95per I 1 April 2014
Charge month)
Security Management Service: Fixed I (minus £728.38per I 1 April 2014
Charge month)
POLSAP Hosting Services £42,661.24 per month I 1 April 2014
POLSAP Applications Support I £134,609.58per month I 1 April 2014
Services
Credence/MDM Service £35,736.91per month 1 April 2014
SCHEDULE D6 ~ MARKET TESTING:
At the end of paragraph 3.4 in Schedule D6, the following words shall be inserted “up to and
including 31‘ March 2015. After 31“ March 2015, the Parties acknowledge and agree that there shall
be no Benchmarking of Testable Services.”
SCHEDULE E ~ TERMINATION AND THE EXIT PLAN:
In paragraph 1.1 of Schedule E, “expiry of an Expiring Service,” shall be inserted after “termination
of this Agreement”.
In paragraph 1.6 of Schedule E, “, expiry of an Expiring Service” shall be inserted after “to
termination of the Agreement”.
Paragraph 3.1 of Schedule E shall be deleted and replaced with the following:
“The Asset Register, Exit Strategy and Exit Plans shall be developed and maintained in accordance
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with this paragraph 3.”
Paragraphs 3.3 to 3.8 of Schedule E shall be deleted and replaced with the following:
3.3
3.4
Updated Asset Register and Exit Strategy for transition
3.3.1
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
3.4.1
w
>
a
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) fora Service other than an Expiring Service, 36 months prior to the expiry
date of such Service;
(c) for a Terminable Service in the event of termination, within one week after
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3.5
3.6
3.7
3.8
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.
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 POLSAP Applications
Support Service) shall be performed by Fujitsu Services for no additional charge.
For the avoidance of doubt, this includes Exit Plans prepared after 31% March 2015.
Fujitsu Services may make a charge for the POLSAP Applications Support Exit Plan
which shall be agreed through the Change Control Procedure but this charge is
capped at £25,000 plus VAT.
3.5.2 All work performed by Fujitsu Services in writing and reviewing any Exit Plans
associated with any Service other than an Expiring Service shall be chargeable by
Fujitsu Services in accordance with the Rate Card.
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.
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.
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:
(©) the relevant time scales and milestones:
(d) 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;
(e) in the case of termination of Project HNG-X, each of the matters set out in Annex 3
to this Schedule E; and
(p in all cases to the extent not covered by the matters referred to in (d) or (e) (as
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3.9
applicable), each of the matters referred to in paragraph 3.9 which are applicable to
the Exit Strategy.
Matters for inclusion in the Exit Plan:
(a)
(b)
(©)
@
()
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 made
and those to whom the Transfer of Undertakings (Protection of
Employment) Regulations 2006 applies;
procedures and arrangements (if any) that are reasonably necessary to decommission
the Infrastructure and/or Relevant Services or elements thereof in order to effect an
orderly transfer on termination or expiry:
run-down of Relevant Services and transition from the Relevant Services to
Replacement Services:
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;
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
in the event of termination of a Terminable Service, the changes to this Agreement
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3.12
(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.”
Paragraph 4.1 shall be amended to read as follows:
“4.1
Subject to Post Office procuring that cach 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
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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.”
Delete 6.2.5 (a) and 6.2.5 (b) and replace with the following:
“(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.
0) 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 to a Ramp Down Period, as
the case may be, according to the following formula:
Lost Profit = APo + APi/(1+r) + AP2/(1+r) + [series to continue on same
calculation basis until] + APso/(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 such Service (as
extended) would have expired; and
(iii) in the event of Partial Termination of the POLSAP Applications
Support Service, to 31 March 2016; and
(iv) for all other Services, to 31 March 2017.”
New paragraphs 9, 10, 11 and 12 shall be inserted in Schedule E as follows:
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o1
9.2
93
10.1
ADDITIONAL EXIT PROVISIONS APPLICABLE TO TRANSITION
Impact of termination or expiry during transition
9.1.1 From Ist 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 The 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.
Spares Stock
9.2.1 Post Office shall be responsible for the provision of all spares stock for Expiring
Services (excluding POLSAP Applications Support Service) from Ist April 2015.
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 and/or Transition Support 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.
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:
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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 (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).
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
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
(excluding POLSAP Applications Support Service) beyond March 2015 (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
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10A
10A.2
10A.3
10A.4
10B
Procedure.
10.1.7 Once agreed, any items identified in the Mini Extension Report shall be deemed to
be Refresh Items.
10.1.8 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.
10.1.9 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
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 afier 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
Post Office shall be responsible for the provision of all spares stock from 1* April 2015
required for the provision of Expiring Services (excluding POLSAP Applications Support
Service). 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
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10B.1
10B.2
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.
RAMP DOWN OF TRANSITIONAL SUPPORT SERVICES
In order to facilitate the transition to the new Towers Model, the Parties shall work together
to ascertain to what extent the elements of the Transitional Support Services are variable as
follows:
111 Upon request from Post Office, Fujitsu Services shall prepare a report (the
“Ramp Down Report”), within 5 months of the request, for Post Office identifying for
each Terminable Service within the Transitional Support Services which elements of
such Terminable Service are: (i) potentially variable in that certain parts of that Service
provided by Fujitsu Services may be reduced during a ramp down period and the Charges
reduced accordingly (“Wariable Services”): and (ii) fixed (for which no savings will
realistically be achievable ahead of the exit of that particular service). The Ramp Down
Report shall be written on the basis of an “order of magnitude”. Fujitsu Services shall not
be required to disclose any commercially sensitive information in the Ramp Down Report
concerning how the Services are delivered. Without prejudice to Clause 24 and Schedule
D4, Fujitsu Services shall not be required to provide Open Book information as outlined
in Schedule D4 for the purposes of the Ramp Down Report. For the avoidance of doubt,
the Ramp Down Report shall include the operational charge reduction which Post Office
could expect (comprising the cost of the network plus the additional margin) as the result
of cessation or decommissioning of individual central network circuits. For avoidance of
doubt Post Office acknowledges that in terminating a circuit it may be required to incur
termination charges from the circuit provider (charged by Fujitsu Services on a pass
through basis) and any additional costs associated with the impact on the remaining
circuits (for example a loss of discounts associated with a certain volume of circuits)
and/or Services. The provision of the report shall be agreed via the Change Control
Procedure and be chargeable by Fujitsu Services up to a maximum amount of £15,000
excluding VAT.
11.1.2 The Parties acknowledge and agree that the more commoditised Services, such as
Data Centre Operations, should be capable of being Variable Services. In the Ramp
Down Report, Fujitsu Services shall identify the variable elements of such
commoditised Services and the associated reduction in the Charges for such variable
elements during a Ramp Down Period. For more bespoke Services, such as
Applications Support Service (4th Line), Fujitsu Services shall use reasonable
endeavours to identify any variable elements and the associated cost drivers, however
if this not possible Fujitsu Services shall explain in the Ramp Down Report:
a) why this is the case; and
b) any information Fujitsu Services will need to be able to provide the
information required to be included in the Ramp Down Report.
11.1.3. Upon receipt of the Ramp Down Report, Post Office shall review this report and
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11.14
11.1.5
11.1.6
provide feedback to Fujitsu Services. The Parties shall promptly meet to discuss Post
Office’s feedback and based on the agreed outputs of the meeting, Fujitsu Services
shall amend the Ramp Down Report and the details of which Services will constitute
Variable Services. This process shall be completed within 6 months of the date of
the request for the report from Post Office.
Once the Ramp Down Report is agreed, if requested by Post Office, Fujitsu Services
shall apply the relevant principles contained in the Ramp Down Report when
developing the pricing mechanism for the relevant Exit Plan which shall apply
during the ramp down of the relevant Variable Service.
Where a cost saving is achieved by Fujitsu Services as a result of the reduction of
volumes or scope of a Variable Service to be delivered by Fujitsu Services during the
Ramp Down Period these cost savings will be passed on to Post Office as a reduction
in the Charges.
Any Disputes in relation to this paragraph 11 shall be resolved in accordance with
the Dispute Resolution Procedure.
Post Office shall, on termination of a Variable Service, be permitted to ramp down such
Variable Service. This shall work as follows:
11.2.1
11.2.2
11.2.3
11.2.4
11.2.5
On or after providing notice to terminate a Variable Service, Post Office shall notify
Fujitsu Services of any period during which it wishes to ramp down such Variable
Service (the “Ramp Down Period”) and how it wishes to ramp down such Variable
Service. Any such Ramp Down Period shall not extend beyond the expiry of the
Agreement.
For a minimum of the relevant termination notice period following the receipt of the
notice to terminate such Variable Service, that Variable Service shall continue to be
delivered (and paid for) in full.
During the relevant termination notice period, Fujitsu Services shall produce an Exit
Plan in accordance with paragraph 3 of this Schedule E which shall set out how the
Variable Service will be ramped down and the reductions in the Charges resulting
from such ramp down.
The Variable Service shall be ramped down from the end of the relevant termination
notice period, except that Post Office may elect to ramp down the Service Desk
Service at any stage afier the first 3 months of any termination notice period for such
Service.
Where a Variable Service is terminated, the impact on the remaining Transitional
Support Services shall be determined and any variations to the remaining Services
(including any changes to the Charges) shall be agreed between the Parties and
implemented in accordance with the Change Control Procedure.
Annex 1 to Schedule E:
The following rows shall be added to the bottom of the table at Annex 1:
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POLSAP Hosting
Service
Terminable as an
individual Service
Signature of CCN.
1400
Reference Data
Management Service,
Data Centre
Operations Service
and POLSAP
Applications Support
Service
POLSAP Applications
Support Service
Terminable as an
individual Service
Signature of CCN
1400
Reference Data
Management Service,
Data Centre
Operations Service
and POLSAP Hosting
Service
Credence/MDM
Service
Terminable as an
individual Service
Signature of CCN
1400
Reference Data
Management Service
and Data Centre
Operations Service.
The following row shall be amended in the table at Annex 1:
Data Centre
Operations Service and
Central Network
Service
Service terminable
jointly (not as
individual Services)
Trigger Point T6
(Counter Application
Roll out Complete)
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Termination of Data
Centre Operations
Service and Central
Network Service
impacts on the
Reconciliation Service,
Reference Data
Management Service,
and "multi-service"
SLTs (such as Branch
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.
Annex 2 to Schedule E:
The current table at Annex 2 shall be deleted and replaced with the new following table:
Row I Activity and Responsibility
specified event)
‘Time Scales (Working Days or period from start of
implementation of General Exit Plan or other
Notice of termination
Notice of termination for any
given for any reason I reason is more than 6 months.
is 6 months or less I or in the event of expiry of this
Agreement or an Expiring
Service
1
Post Office shall appoint a manager responsible for I 1 day. 1 day.
implementing the General Exit Plan.
2 At the request of Post Office, Fujitsu Services shall appoint I 3 days 5 days.
a manager who shall be responsible for implementing the
General Exit Plan, to include but not be limited to:
* participating in the planning and resourcing of
transferring responsibility for the provision of the
Relevant Services or equivalent services to the Next
Supplier:
* managing Fujitsu Services’ involvement in that process
and committing their resources to it, and managing the
timescales concerned; and
* — organising Fujitsu Services’ management and control
for the processes described below.
3 At the request of Post Office, Fujitsu Services shall procure I As and when ‘As and when reasonably
that its sub-contractors used in the provision of the Relevant I reasonably requested I requested by Post Office after
Services shall meet with Post Office to discuss, in as co-I by Post Office after I notice of termination given or
operative manner as is reasonably practicable, the ongoing I notice of termination I in the event of expiry of this
provision of the Relevant Services with a view to achieving I given. Agreement or an Expiring
the results of the General Exit Plan Service.
4 Fujitsu Services shall deliver to Post Office for its approval I No later than 2 No later than 2 calendar
a detailed transition plan to enable transition of the Relevant I months after receipt I months after receipt of the
Services to the Replacement Services. Such plan shall I ofthe views of Post I views of Post Office in
include, but not be limited to a timetable of events, I Office in accordance I accordance with paragraph
resourees, assumptions, dependencies, activities, and I with paragraph 3.4.2 I 3.4.2 of Schedule E.
responsibilities of Schedule E.
3 Fujitsu Services shall deliver to Post Office the most recent I 7 days 14 days.
versions of all intemal documentation available to Fujitsu
Services which are used for support of the Relevant Services
and relevant Applications, Business Capabilities and/or
Support Facilities.
6 Fujitsu Services shall make available to Post Office on I No later than 2 No later than 2 months after
reasonable notice appropriate expert staff who shall provide I months afternotice I notice of termination given.
to Post Office such explanations to Post Office as are I of termination given.
reasonably necessary to facilitate Post Office’s
understanding of the documentation referred to in row 5.
7 Fujitsu Services shall deliver to Post Office the following: I Within 1 month from I At least 4 months prior to
* an inventory of 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
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.
notice of termination
of this Agreement.
termination or expiry of this
Agreement or an Expiring
Serviee.
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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
practicable after
agreement of the data
transfer plan referred
to in row 9.
8 I Fujitsu Services shall deliver to Post Office an uptodate I Within 1 month from I At least 4 months prior to
version of the Asset Register together with: notice of termination I termination or expiry of this
+ alist ofall assets eligible for transfer to Post Office in I °" tis Agreement Genera or an Expiring
accordance with Clause 48.1 and the relevant terms of “
such transfer; and
* 4g 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 lst
9
Post Office to deliver notification to Fujitsu Services of I Within 1 month from I Within 2 months from date of
specific data it wishes to be transferred in accordance with I date of delivery of I delivery of the items set out in
the provisions of row 7, and Post Office and Fujitsu Services I the items set out in I row 7.
to enter into good faith discussions to develop a data transfer I row 7,
plan
10 I Post Office to deliver notification to Fujitsu Services of I As soon as Within 3 months from date of
specific assets it wishes to be transferred in accordance with I reasonably delivery of the list of all assets
Clause 48.1, and Post Office and Fujitsu Services to enter I practicable from date I eligible for transfer to Post
into good faith discussions to develop a plan for asset I of delivery of the ist I Office referred to in row 8.
transfer. Such plan shall cover both passing of tite to assets I of all asets eligible
and any physical transfer required. for transfer to Post
Office referred to in
row 8.
11 I Post Office and Fujitsu Services to enter into good faith I As soon as Within 1 month from delivery
negotiations to identify and specify any training I reasonably of both the list of assets and of
requirements related to the transfer of data and/or assets I practicable from data referred to in rows 7 and
pursuant to rows 9 and 10 above. Such training shall I delivery ofboth the I 8.
include, at Post Office's request, technical training in respeet } list of assets and of
of data referred to in
rows 7 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 inI Within 1 month from } At least 3 months prior to
respect of the Relevant Services: notice of termination I termination or expiry of this
ofthis Agreement. I Agreement or an Expiring
* a training strategy, which details the required courses Soren
and their objectives;
* training materials include assessment criteria); and
* a waining plan of the required training events.
13 I Fujitsu Serviees and Post Office shall co-operate in I As soon as ‘The later of S months after the
commencing testing and proving the data transfer and I reasonably date of notice of termination
and 3 months after agreement
of the data transfer plan
referred to in row 9.
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deletion of data from such media (including, without
limitation, by reformatting those media),
At the request of Post Ofice, Fujitsu Services shall:
* in the case of properties owned or controlled by
Fujitsu Services, permit Post Office and its appointed
agents; and
* in the case of properties not owned or controlled by
Fujitsu Services, use reasonable endeavours to
arrange,
reasonable access to such properties used by Fujitsu
Services to provide the Relevant Services.
Throughout the
period between
commencement of
implementa
the General Ex
and completion of
transition to the Next
Supplier (“Exit
Term”)
‘Throughout the Exit Term.
At the request of Post Office, Fujitsu Services shall provide
all reasonable assistance and allow for the decommissioning
and transfer of the relevant assets listed in the Asset Register
(as updated in accordance with the provisions of row 8) and
those notified by Post Office in aceordanee with the
provisions of row 10 that are located on Fujitsu Services’
premises (including premises leased or licensed by Fujitsu
Services) in accordance with Post Office’s reasonable
instructions to Post Office’s specified location in the UK (or
the location of any Next Supplier), including but not limited
to physical access to such assets.
Throughout the Exit
Term,
Throughout the Exit Term,
Fujitsu Services shall transfer data in an agreed electronic
format (where possible) or such other available format to
Post Office and make the same available at Post Office’s
request to the Next Supplier.
On satisfactory
completion of the
relevant testing
mentioned in row 13.
On satisfactory completion of
the relevant testing mentioned
in row 13,
Fujitsu Services shall:
* — 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.
Following a
reasonable interval
following
termination of this
Agreement. Such
interval to be agreed
by the Parties during
Phase One
Following a reasonable
interval following termination
of this Agreement or expiry of
an Expiring Service. Such
interval to be agreed by the
Parties during Phase One.
Fujitsu Services shall transfer to Post Office the seripts used
by the Service Desk, all existing work arounds to known
problems, its problem management records and its incident
management records (in each case as relevant to the
Relevant Services and relevant Applications, Business
Capabilities and Support Facilities) in a format to be agreed
between the Parties.
1 month before
termination of this
Agreement with an
update of such
information up to
and including the
date of termination of
this Agreement to be
sent to Post Office in
the agreed format
within one month of
the date of
termination of this
Agreement.
2 months before termination of
this Agreement with an update
of such information up to and
including the date of
termination of this Agreement
to be sent to Post Office in the
agreed format within one
month of the date of
termination of this Agreement.
Fujitsu. Services shall provide reasonable office
accommodation for three Post Office or Next Supplier
personnel.
‘Throughout the Exit
Term.
‘Throughout the Exit Term.
Fujitsu Services shall destroy or return to Post Office (as
directed by Post Office):
Following a
reasonable interval
Following a reasonable
interval following termination
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* all manuals and all other materials supplied by Post
Office to Fujitsu Services (relating to the Relevant
Services) and subsequently updated in enabling them.
to service Post Office’s requirements; and
* all tapes and disks and other equipment and related
software supplied to Fujitsu Services by Post Office
during the provision of the Relevant Services,
to the extent such manuals, materials, tapes, disks,
equipment and/or software relate to the Relevant Services
and are not required for the provision by Fujitsu Services of
any continuing Services.
following
termination of this
Agreement. Such
interval to be agreed
by the Parties during
Phase One.
of this Agreement or an
Expiring Service. Such
interval to be agreed by the
Parties during Phase One.
2
Post Office shall notify Fujitsu Services of any transition I At least 2 months At least 2 months prior to
requirements to be provided to Next Supplier after the date I prior to termination I termination or expiry of this
of Partial Termination or date of termination of this I ofthis Agreement. I Agreement or an Expiring
Agreement, as applicable. Service.
22 I Fujitsu Services shall transfer to Post Office its relevant I Atleast one month I At least one month prior to
configuration management information in a format to be I priorto termination I termination or expiry of this
agreed between the Parties. of this Agreement. Agreement or an Expiring
Service
23 I Fujitsu Services shall provide to Post Office an anonymised I As soon as possible I In the case of early
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 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, a8 a minimum, information on (i) numbers of
personnel (employees, contractors and temporary stafl), (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.
following notice of
termination being
given.
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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COMMERCIAL TERMS or CHARGES APPLICABLE IN RESPECT OF THIS CCN
(if any): N/A
LIST OF AGREEMENT SCHEDULES AFFECTED:
Contract Clauses
Schedule 1 — Interpretation
Schedule A2 — Governance
Schedule B3.1 — HNG-X Services
Schedule B3.3 - HNG-X Central and Telecommunications Infrastructure
Schedule D1 — Charges
Schedule D6 — Market Testing
Schedule E — Termination and the Exit Plan
New CCDs and/or CRDs
Reference I Title Approved
Version
and date or
Target Date
SVM/SDM/ I POLSAP Hosting Service Service Description 30/03/2014
SD/2191
SVM/SDM/ I POLSAP Applications Support Service Service Description 30/03/2014
SD/2306
SVM/SDM/_ I Credence/MDM Service Service Description 30/03/2014
SD/2192
TOW/CR/001 I Tower Contractor Responsibilities (attached at Annex 3 to this I As per the date
CCN1400) of this CCN
AMENDED CCDs and/or CRDs:
Reference Title Previous I Target Date
Approved I for agreement
Version & I of new
Date version
SVM/SDM/ I Service Desk Service Service Description 5.0 30/3/2014
SD/0001 16/09/2010
SVM/SDM/ I Engineering Service Service Description 5.0 30/3/2014
SD/0002 03/07/2012
SVM/SDM/ I Data Centre Operations Service Description 3.0 30/3/2014
SD/0003 08/10/2009
SVMI/SDM/ I Applications Support Service Service Description I 4.0 30/3/2014
SD/0005 24/08/2010
SVM/SDM/ I Systems Management Service Service 2.0 30/3/2014
SD/0006 Description 26/08/2009
SVM/SDM/ I Service Management Service Service Description I 2.0 30/3/2014
SD/0007 05/11/2010
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SVM/SDM/ I Branch Network Service Description 4.0 30/3/2014
SD/0011 04/03/2010
Central Network Service Description 3.0 30/3/2014
SVM/SDM/ 21/01/2010
SD/0012
SVM/SDM/ I Reference Data Management Service Service 2.0 30/3/2014
SD/0013 Description 24/08/2006
SVM/SDM/ I Security Service Service Description 3.0 30/3/2014
SD/0017 15/10/2010
TOW/CR/00 I Contract Controlled and Contract Referenced 30/3/2014
1 Document List
Policies and Standards:
Service Levels (including any Service Level relief required):
The CCDs identified in Annex I will be amended in line with the principles set out in that Annex
by the above target dates.
P.O. Ltd Responsibilities: as detailed within this CCN 1400
Other: In order that Fujitsu Services can supply the Transitional Support Services, Post Office
agrees that it shall contract with Fujitsu Services to carry out and complete the programme of
refresh projects described in CT 1250b in accordance with the agreed programme plan to ensure
that critical HNG-X Central Infrastructure and software components will be supportable within
the period from I* April 2015 up until 31% March 2017.
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ANNEX 1
Summary of amendments to CCDs
SERVICE DESK SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0001)
* To be amended to remove all scope relating to the POLSAP Services with effect from Ist
April 2014, including that which was previously introduced by CCN1270, CCN1277,
CCN1293, CCN1327a, and add to POLSAP APPLICATIONS SUPPORT SERVICE
DESCRIPTION CCD reference SVM/SDM/SD/2306
* To be amended to reflect new service levels following benchmarking as in Annex 2 to this
CCN.
ENGINEERING SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0002)
* To be amended to contain details of Service Levels as per the document ‘Annex 2 -
Amendments to Service Levels for CCN1400°
DATA CENTRE OPERATIONS SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0003),
* — To be amended to remove all scope relating to the Credence Application with effect from 1“
April 2014, including that which was previously introduced by CCN1252a, CCN1273,
CCN1291, CCN1325a, CCN1318a, and add to a new CCD CREDENCE/MDM SERVICE
SERVICE DESCRIPTION (SVM/SDM/SD/2192)
* To be amended to remove all scope relating to the POLSAP Services with effect from Ist
April 2013, including that which was previously introduced by CCN1270, CCN1277,
CCN1293, CCN1327a, and add to a new CCD POLSAP HOSTING SERVICE SERVICE
DESCRIPTION (SVM/SDM/SD/2191).
APPLICATION SUPPORT SERVICE 4TH LINE SERVICE DESCRIPTION (SVM/SDM/SD/0005)
* To be amended to remove all scope relating to the POLSAP Services with effect from Ist
April 2014, including that which was previously introduced by CCN1270, CCN1277,
CCN1293, CCN1327a, and add to a new CCD POLSAP APPLICATIONS SUPPORT
SERVICE SERVICE DESCRIPTION (reference SVM/SDM/SD/2306).
SYSTEM MANAGEMENT SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0006)
* — To be amended to remove all scope relating to the Credence Application with effect from Ist
April 2014, including that which was previously introduced by CCN1252a, CCN1273,
CCN1291, CCN1325a, CCN1318a, and add to a new CCD CREDENCE/MDM SERVICE
SERVICE DESCRIPTION (SVM/SDM/SD/2192).
SERVICE MANAGEMENT SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0007)
* To be amended to remove all scope relating to the Credence Application with effect from Ist
April 2014, including that which was previously introduced by CCN1252a, CCN1273,
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CCN1291, CCN1325a, CCN1318a, and add to a new CCD CREDENCE/MDM SERVICE
SERVICE DESCRIPTION (SVM/SDM/SD/2192).
BRANCH NETWORK SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0011)
* To be amended to contain details of Service Levels as per the document ‘Annex 2 -
Amendments to Service Levels for CCN1400’.It shall be noted that, the inclusion of Branch
Network Services as a Transitional Support Service was not included in the Belfast Refresh
Programme contracted for under CT1250b. It is acknowledged that it is unclear at the date
of CCN 1400 what refresh activities may be required (if any) as, a number of factors are
outside both Parties’ control (for example whether a change in the ADSL lines by TalkTalk
results in a requirement to replace Branch Routers).
* Fujitsu Services shall prepare a comprehensive report in accordance with (and subject to) the
provisions of paragraph 1.3.2e) of Schedule B3.3.
* For elements of the Branch Network Service that are not covered by the components
referenced in the BNS Report, Fujitsu Services will continue to deliver Branch Network
Service to the current Service Levels assuming there is no change in availability of the
existing third party services. If there is a change to the current availability of these services
then this would constitute a Change and managed via the Change Control Procedure on the
principle that any remedial work to replace or upgrade the third party service and/or
impacted elements of the Services shall be chargeable to Post Office in accordance with the
Rate Card or as agreed between the Parties. To the extent to which such elements directly
cause a failure to the Branch Network Service prior to implementation of the Change, then
Fujitsu Services shall not be liable and an appropriate adjustment to the service level
performance shall be made.
CENTRAL NETWORK SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0012)
* — To be amended to remove all scope relating to the Credence Application with effect from Ist
April 2014, including that which was previously introduced by CCN1252a, CCN1273,
CCN1291, CCN1325a, CCN1318a, and add to a new CCD CREDENCE/MDM SERVICE
SERVICE DESCRIPTION (SVM/SDM/SD/2192).
SECURITY MANAGEMENT SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0017)
* — To be amended to remove all scope relating to the Credence Application with effect from Ist
April 2014, including that which was previously introduced by CCN1252a, CCN1273,
CCN1291, CCN1325a, CCN1318a, and add to a new CCD CREDENCE/MDM SERVICE
SERVICE DESCRIPTION (SVM/SDM/SD/2192).
POLSAP HOSTING SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/2191).
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* New Service Description
* Target Effective Date 1* April 2014
* — To contain the scope relating to the POLSAP Hosting Service that was previously introduced
by CCN1270, CCN1277, CCN1293, CCN1327a into the following Service Descriptions,
(which will also be removed from them):
1. DATA CENTRE OPERATIONS SERVICE SERVICE DESCRIPTION
(SVM/SDM/SD/0003)
* To contain details of Service Levels as per the document ‘Annex 2 - Amendments to Service
Levels for CCN1400”.To be amended to state that this is an Expiring Service and will expire
no later than 31% March 2015.
POLSAP APPLICATIONS SUPPORT SERVICE SERVICE DESCRIPTION (reference
SVM/SDM/SD/2306)
* — New Service Description
* — Target Effective Date Ist April 2014.
* To contain the scope relating to the POLSAP Applications Support Service that was
previously introduced by CCN1270, CCN1277, CCN1293, CCN1327a into the following
Service Descriptions, (which will also be removed from them):
1. SERVICE DESK SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/0001)
2. APPLICATION SUPPORT SERVICE 4TH LINE SERVICE DESCRIPTION
(SVM/SDM/SD/0005)
* To contain details of Service Levels as per the document ‘Annex 2 - Amendments to
Service Levels for CCN1400’. To be amended to state that this is an Expiring Service
and will expire no later than 31“ March 2016.
CREDENCE/MDM SERVICE SERVICE DESCRIPTION (SVM/SDM/SD/2191)
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New Service Description
Target Effective Date 1" April 2014
To contain the scope relating to the Credence Application that was previously introduced by
CCN1252a, CCN1273, CCN1291, CCN1325a, CCN1318a into the following Service
Descriptions, (which will also be removed from them):
1. DATA CENTRE OPERATIONS SERVICE SERVICE DESCRIPTION
(SVM/SDM/SD/0003)
2. SERVICE MANAGEMENT SERVICE SERVICE DESCRIPTION
(SVM/SDM/SD/0007)
3. CENTRAL NETWORK ~— SERVICE — SERVICE. — DESCRIPTION
(SVM/SDM/SD/0012)
4. SYSTEM MANAGEMENT SERVICE SERVICE DESCRIPTION
(SVM/SDM/SD/0006)
5. SECURITY MANAGEMENT. SERVICE SERVICE DESCRIPTION
(SVM/SDM/SD/0017)
To contain details of Service Levels as per the document ‘Annex 2 - Amendments to Service
Levels for CCN1400". To be amended to state that this is an Expiring Service and will expire
no later than 31“ March 2015.
This Service may be split into two separate Services dealing with the Credence and MDM
elements through the Change Control Procedure.
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Annex 2
Amendments to Service Levels as a result of CCN1400
1 SERVICE DESK SERVICE SLT AMENDMENTS
1.1 SERVICE DESK SERVICE
SLT Description
Replace 80% with 90% Calls answered within 30 seconds
No Liquidated Damages shall apply.
2. SERVICE LEVELS TO BE APPLIED TO NEW TERMINABLE SERVICES
2.1 POLSAP APPLICATIONS SUPPORT SERVICE
SLT Description
$=99.5% Availability of Service with full redundancy
(99.5% )
0 Maximum Downtime permitted during a single
outage (10 working hours)
100% Completion Time for Overnight Run of the batch
a
schedule (07:30)
Maximum Average time for each SAP
1.5 seconds .
transaction
* As more particularly described in Tables 10 and 13 of the Data Centre Service Description (as will be
amended as part of the updating of the Service Descriptions)
No Liquidated Damages shall apply.
2.2. POLSAP HOSTING SERVICE
There shall be no service levels for the POLSAP Hosting Service and no Liquidated Damages shall apply.
2.3. CREDENCE/MDM SERVICE
There shall be no service levels for the Credence Service and no Liquidated Damages shall apply.
3. SERVICE LEVEL TARGET AMENDMENTS TO APPLY AFTER THE EXIT OF POST OFFICE
FROM THE SERVICE DESK SERVICE
3.1 ENGINEERING SERVICE
Analysis of the impact of the removal of Service Desk Service has identified that elements of the
Engineering service levels are also further impacted by the removal of the Service Desk Service. The
Engineering Call to Fix resolutions include an amount which are resolved by the Service Desk Service,
hence from the date of termination of the Service Desk Service the Engineering Service SLTs will each be
amended by the amounts in the table below to reflect this situation.
SLT Description to be amended to the following SLT to be amended as follows:
Branch Infrastructure - Call to Fix (Note measured from
receipt of call by Fujitsu Services from the Service Desk of
the Next Supplier — hence reduction to target time in some
instances)
Base unit A Priority - 3 Hr Response
Base unit A Priority - 5 Hr 55 Engineer Incident to Fix
Base unit A Priority - 7 Hr 55 End to End Incident to Fix
Base unit A Priority - 3 Hr Subsequent Response
Peripheral A Priority - 3 Hr Response
Peripheral A Priority - 3 Hr SSEnd to End Incident to Fix
Peripheral A Priority - 7 Hr 55 End to End Incident to Fix
Peripheral A Priority - 3 Hr Subsequent Response
Priority C - End of Next Business Day (flexible structure)
In each instance Service Level
Target to be reduced by 3
percent (eg original SLT 95%,
new SLT 92%)
Post Office acknowledge that
this reduction is after any other
SLT adjustment which may be
in force in respect of extended
Engineering hours agreed
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Priority C - End of Next Business Day + 2 hours (flexible
structure)
separately under Commercial
Terms
3.2 BRANCH NETWORK SERVICE
Calculations of LDs shall specifically exclude the period of time during an incident where a resolution
action is with a third party such as the provider of Service Desk Service — but the amount of this shall be
calculated and informed to Post Office as if Fujitsu Services were liable. In order to do this Annex [a] to
the Branch Network Service Description shall be amended to clearly show the availability and associated
LDs (if any) based on the current method and (2) excluding time where a resolution action is with a third
party such as the provider of Service Desk Service.
3.3 OTHER SERVICE LEVELS
All other Service Level Targets continue as currently stated in the Agreement (as amended by paragraphs 1
of this Annex 2 to CCN1400) during this period
and 2
4, SERVICE LEVEL TARGET AMENDMENTS TO APPLY DURING THE PROVISION OF
TRANSITIONAL SUPPORT SERVICES FROM 1ST APRIL 2015.
4.1 BRANCH AVAILABILITY SLT
In the event that the Engineering Service is not extended (or in the event that it is, after it expires and/or
is terminated) the Counter and Branch availability SLT for the Branch Network Service shall be
amended as detailed below allowing for the following principles:
o The SLT for Branch Availability shall be amended from 99.55% to 99.64% for both critical
and core periods
o The SLT for Counter Availability shall be amended from 99.34% to 99.64% for both
critical and core periods
o SLT reported performance to be based only on areas of service provided by Fujitsu Services
(or their subcontractors) under the Horizon Agreement
0 Fujitsu Services shall not have a liability for Failure Events under the Horizon Agreement
which are associated with the Services which Fujitsu Services no longer provides unless the
Failure Events have been caused or contributed to by Fujitsu Services’ failure to deliver its
obligation or services under the Horizon Agreement.
o The amended SLTs reflect the fact that Fujitsu Services shall have a reduced liability for
Local Failures (purely related to the Branch Network Service) and the Local Allowance per
Counter Position per calendar month shall be reduced by 70%. This shall be reflected by
adding the following two rows to the bottom of Table 5 under sub clause 6 (v) of paragraph
2.3.5.1.7:
2015/2016 0.78 hours 0.54 hours 1,32 hours £3.50
2016/2017 0.78 hours 0.57 hours 1.35 hours £3.50
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4.5 POLSAP HOSTING SERVICE and CREDENCE/MDM SERVICES
These Services shall no longer be provided and the Service Levels shall no longer apply.
4.6 OTHER TRANSITIONAL SUPPORT SERVICES
There shall be no changes to other Service Level Targets as stated in the Agreement and amended by
paragraph 3 of this Annex 2 to CCN1400.
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Annex 3
The attached document is the CRD entitled “Tower Contractor Responsibilities” (ref
TOW/CR/001).
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TN STRICT COMMERCIAL CONFIDENCE
Tower Contractor
Responsibilities
Author(s) Senior Associate Lawyer (CMS) Laura Lucy
Reviewers Senior Commercial Manager Liz Tuddenham
Senior Procurment Lead Richard Boyce
Sign off authority Head of Service Management Dave Hulbert
Configuration TOW/CR/001
Reference Number
Version 1.0
Status Final
Classification Contract Referenced Document (CRD)
Date As at signature date of CCN1400 (September 2013)
Circulation Fujitsu Services - POA
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1. Document Control
Version History
VERSION DATE CHANGE DETAILS
1.0 Initial Version based on vendor responsibilities within
Post Office IT “Tower” Supply Chain contracts
Change Control
All requests for changes to this document should be sent to the
Document Approver: dave.hulbert@postoffice.co.uk
References / Related / Dependent / Parent Documents
REFERENCE
DOCUMENT
REFERENCE
TITLE
VERSION
DATE
Horizon Agreement
Tower Supplier Agreements
Any problems, comments or improvement opportunities are to be sent to Change
Controller above. If not receiving this document direct from the PSO, readers may
wish to ensure it is the latest version by checking with the Change Controller.
Electronically Distributed Documents
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Contents
1._Document Control.
1.1 Version History.
1.2 References / Related / Dependent / Parent Document:
2. _ Contents...
3. Terms and Abbreviations...........s:ssssssssserecsssssssssssssssssssssesesssesesssesesssesees A
4, Introd uction............sssssecesesesesssesessssssereseseresesessssssssssassssssesesssesessseresesesses
4.1 __ Key Objectives.
4.2 Common Requirement
5.__ Tower Contractor Responsibilities...........cssssssersssesererersessreseserssressseel 1
Terms and Abbreviations
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Where there is a conflict between the definitions contained in this CRD and the Agreement, the
definitions in this CRD shall take precedence in relation to this document only.
References in this CRD shall be interpreted as follows:
TERM
MEANING
“Audit”
shall refer to a formal inspection and verification to check whether a
standard or set of guidelines is being followed, that records are
accurate, or that efficiency and effectiveness targets are being met.
“Availability
Management”
means the process by which the level of availability delivered in all
Tower Contractor Services is matched to or exceeds current and
future agreed needs of the business, in a cost-effective manner.
“Availability”
shall refer to a Configuration Item being accessible to the users
and/or Tower Contractor Service performing its agreed function
when required.
“Business Continuity
” shall refer to the business process responsible for managing risks
that could seriously affect the business.
“Capability Uplift” shall refer to an increase in a specific Capability.
shall refer to the ability of an organisation, person, process,
“Capability” application, IT service or other configuration item to carry out an
activity.
“Capacity Management
” ensures that the capacity of Tower Contractor Services and the
components are able to deliver Tower Contractor Services to meet
or exceed agreed Tower Contractor Service Level targets in an
efficient and effective manner. Capacity Management considers all
resources required to deliver the Tower Contractor Service, and
plans for short, medium and long term business requirements.
“Capacity Plan”
shall refer to the plan used to manage the resources required to
deliver Tower Contractor Services in order to meet the Tower
Contractor Service Levels.
“Change Evaluation”
shall refer to assessment of changes, before those changes are
allowed to proceed to the next phase in their lifecycle.
“Change Management”
shall refer to the process during which changes are made with
minimal disruption to the Tower Contractor Services, ensuring that
changes are deployed in a controlled way, such that they are
evaluated, prioritized, planned, tested, implemented and
documented.
“Client”
shall refer to any Post Office business client or customer, including
DVLA and the Bank of Ireland, and “Clients” shall have a
corresponding meaning.
“Configuration Items”
shall refer to any component that is used in the delivery of the Tower
Contractor Service.
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“Configuration
Management”
has the meaning defined in the ITIL framework.
“Continual Tower
Contractor Service
Improvement (CSI”
manages improvements to Tower Contractor Service performance
by continually measuring/reporting and making improvements to the
processes and Tower Contractor Services to increase efficiency and
effectiveness (including cost effectiveness) for Post Office’s
business.
“Contract Compliance”
shall refer to analyzing, reviewing, recording and reporting on
Supply Chain Member compliance with contractual commitments.
“Crisis Management”
shall refer to the process responsible for managing the wider
implications of business continuity.
“Cross Supply Chain”
shall refer to all of the Supply Chain Members collectively.
“Customer Satisfaction
Survey”
shall refer to the measurement method to regularly assess customer
satisfaction.
“Data Controller”
shall have the same meaning as set out in the Data Protection Act
1998.
“Deliverables and
Obligations Tracker”
shall refer to a tracking tool identifying contract deliverables and
obligations, categorisation, and dependencies relating to such
contracts, and allowing relevant commitments to be tracked.
“Demand
Management”
means the methodology which aligns supply with demand by
predicting and regulating the consumption of integrated Tower
Contractor Services and enables the pro-active management of
service needs (demand) versus business constraints (supply).
“Disaster Recovery”
shall refer to the process, policies and procedures related to
preparing for recovery or continuation of technology infrastructure
critical to an organization after a natural or human-induced disaster.
“Effective Date”
shall refer to the date on which the agreement for Tower Contractor
Services is signed by Post Office and the relevant Tower Contractor.
“Enterprise
Architecture”
shall refer to a comprehensive operational framework that explores
all of organisations functional areas while defining how technology
benefits and serves the organisation’s overall mission.
“Event Management”
monitors the environment and manages all Events to allow for
normal operation by detecting and escalating exceptional conditions.
“Event”
shall refer to a change of state (including security breaches) that has
for the management of a Configuration Item or Tower Contractor
Service.
“Financial Model”
shall refer to the financial model to enable Post Office to identify
how the Tower Contractor calculates the charges.
“Framework
Contractor”
shall refer to any third party Supply Chain Member that has been
appointed as one of Post Office’s framework Supply Chain Members
(either to Post Office’s IT consulting, products or solution delivery
frameworks, or any future Post Office framework).
“Governance Library
” shall refer to a repository for all documents relating to the
contracts and Supply Chain Member relationships.
“Incident
” shall refer to an unplanned interruption to a Tower Contractor
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Service or a reduction in the quality of a Tower Contractor Service.
“Incident
Management”
shall refer to all Tower Contractor Service-affecting Incidents which
may be failures, faults, or bugs and restores the Tower Contractor
Service as quickly and efficiently as possible to the required Tower
Contractor Service Levels while minimizing any adverse impact on
business operations.
“Incumbent Contractor
” shall refer to any existing contractor of services to Post Office as at
the Effective Date (excluding any Tower Contractor and Fujitsu
Services as a provider of the services within this Agreement).
“Information Security
Management System”
shall refer to the framework of policy, processes, standards,
guidelines, and tools that ensures Post Office can achieve its
Information Security Management objectives.
“Information Security
Management”
shall refer to the processes relating to managing a defined level of
security on information and Tower Contractor Services. This
includes managing confidentiality, integrity, and availability of data.
“Information Sharing
Strategy”
shall refer to knowledge management and data sharing strategy to
provide Supply Chain Members the know-how and data needed to
provide all their Tower Contractor Services in accordance with
agreed requirements and for Post Office to obtain full benefit of all
IT Services.
“Innovation
” shall refer to the process of identifying and introducing
improvements resulting in an elevated level of business execution.
“Issue Management”
maintains and tracks status of all services engagement-related issues
from initiation through resolution.
“IT Tower Contractor
Service Continuity
Management
(ITSCM)”
shall refer to the process of ensuring that identified services will be
available during abnormal situations.
“IT Tower Contractor
Service Continuity”
shall refer to the process of assessing and managing risks to Tower
Contractor Services by examining assets, threats, and vulnerabilities,
developing appropriate countermeasures, creating an IT Tower
Contractor Service Continuity plan, and managing any disaster
situations that occur.
“Key performance
shall refer to a metric that is used to help manage a service, process,
plan, project or other activity. Key performance indicators are used
indicator (KPI)” : le
to measure the achievement of critical success factors.
shall refer to the process that allows the sharing of perspectives,
“Knowledge ideas, experience and information, and ensures that these are
Management” available in the right place at the right time to enable informed
decisions.
shall refer to any applicable law, statute, bye-law, regulation, order,
“Law” regulatory policy, guidance or industry code, rule of court or
directives or requirements of any regulatory body, delegated or
subordinate legislation or notice of any regulatory body.
“Major Incident
shall refer to management of a Major Incident in accordance with the
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Management” Major Incident management process developed by each Tower
Contractor.
shall refer to the highest category of impact for an Incident. A major
“Major Incident” we ae . . .
J incident results in significant disruption to the business.
shall refer to a document known as an Operating Level Agreement
which describes how the Tower Contractor and a relevant third party
(or two third parties as the case may be), will work together to seek
to ensure the seamless interoperation of the Tower Contractor
Services or the services provided to Post Office by the relevant third
party.
“Operations Manual”
shall refer to the manual to be developed and supplied by the Tower
Contractor setting out the detail of the operations of the Tower
“Operations Manual” Contractor Services, and unless otherwise agreed in writing between
the parties, a user guide for Post Office’s users of the Tower
Contractor Services.
shall refer to:
(a) the data, text, drawings, diagrams, images or sounds (together
with any database made up of any of these) which are embodied
in any electronic, magnetic, optical or tangible media, and which
are:
(i) supplied to the Tower Contractor (and/or their sub-
contractors) by or on behalf of Post Office; or
(ii) which the Tower Contractor (and/or their sub-
contractors) is required to generate, process, store or
transmit pursuant to the relevant Tower Contractor
“Post Office Data”
Agreement; and
(b) any Personal Data for which Post Office is the Data
Controller; and
(c) any Personal Data for which any Service Recipient is the Data
Controller and Post Office is the Data Processor,
to the extent that any of the same are, or but for the Tower
Contractor’s default would have been, in the Tower
Contractors custody power or control.
shall refer to the process responsible for managing the lifecycle of all
“Problem problems with the aim of preventing problems and resulting incidents
Management” from happening, to eliminate recurring incidents and to minimize the
impact of incidents that cannot be prevented.
shall refer to the application of knowledge, skills and techniques to
execute projects effectively and efficiently.
shall refer to the process that maintains and gradually improves
business-aligned Tower Contractor Service quality.
“Project Management”
“Quality Assurance”
“Relationship shall refer to the interaction between Supply Chain Members
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Management”
“Release and
shall refer to the process which provides planning, scheduling and
Deployment .
Management® control for the build, test and deployment of Releases.
shall refer to the collection of hardware, software, documentation,
“Release” processes, or other components required to implement one or more
approved Changes to Tower Contractor Services.
“Request Fulfilment”
shall refer to the process of handling Tower Contractor Service
Requests throughout their lifecycle.
“Resolver Groups”
means those parties operating as operational support after first level
support.
“Risk Management”
shall refer to the process responsible for identifying, assessing and
controlling risks.
“Root Cause”
means the underlying or original cause of an incident or problem.
defines objectives for customer satisfaction and analyses the status of
“Satisfaction customer satisfaction. The process includes the identification of root
Management” causes of potential dissatisfactions and the derivation of measures to
attain the desired level of customer satisfaction.
“Security shall refer to the processes relating to managing a defined level of
Management” security on information and Tower Contractor Services.
shall refer to a formal statement of what is needed to comply with
“Security the information security policies and standards in schedules 2.3
Requirements” (Standards) and 2.5 (Security Management Plan) and the
requirements in schedule 2.1 (Tower Contractor Service
Requirements) of the relevant Tower Contractor Agreement.
“Service Recipient”
means Post Office, any member of Post Office Group together with:
(a) any person or entity providing services to Post Office or any
member of Post Office Group, where such entity is required
to use the Services or obtain the benefit of the Services;
(b) any person or entity that Post Office, or any member of Post
Office Group, supplies services to pursuant to an agreement
between Post Office Group member and that third party,
where such third party is required to use the Services or
obtain the benefit of the Services;
(c) other entities notified by Post Office to Tower Contractors
from time to time,
and includes the employees, contractors, agents and
representatives, but only in their capacities as such, of the
entities identified in paragraphs (a) to (c) above, but excludes
any Tower Contractor.
“SISD Operations
Manual”
shall refer to the manual to be developed and supplied by the Post
Office Service Integrator pursuant to the agreement between Post
Office and the Post Office Service Integrator.
“Solution Design”
shall refer to the design of an end to end solution to meet a set of
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business requirements. Such design must include or address business
operation, technical architecture/design and service operation
“Supply Chain
Member”
shall refer to any Tower Contractor, any Framework Contractor, or
any Incumbent Contractor, and “Supply Chain Members” shall have
a corresponding meaning.
“Tower Contractor
Agreement”
shall refer to the agreement between a Tower Contractor and Post
Office.
“Tower Contractor
Service and Asset
Configuration
Management (SACM)”
shall refer to the process that ensures that relevant assets and
Configuration Items are controlled, and that reliable information is
available to Tower Contractor Service Management processes and
functions when and where it is needed.
“Tower Contractor
Service Catalogue
Management”
shall refer to the process responsible for providing and maintaining
the service catalogue and for ensuring that it is available to those
who are authorized to access it.
“Tower Contractor
Service Catalogue”
means a database or structured documents with information about all
Tower Contractor Services, including those available for
deployment. The Tower Contractor Service Catalogue includes
information about deliverables, prices, contact points, ordering and
request processes.
“Tower Contractor
Service Design”
shall refer to a stage in the lifecycle of a Tower Contractor Service.
Tower Contractor Service design includes the design of the services,
governing practices, processes and policies required to realize the
service provider’s strategy and to facilitate the introduction of
Tower Contractor Services into supported environments.
“Tower Contractor
Service Knowledge
Management System”
shall refer to a set of tools and databases that are used to manage
knowledge and information.
“Tower Contractor
Service Level
Agreement (SLA)”
shall refer to an agreement between an IT service provider and a
customer. A service level agreement describes the IT service,
documents service level targets, and specifies the responsibilities of
the IT service provider and the customer.
“Tower Contractor
Service Level Failure”
shall refer to a failure to deliver any part of the Tower Contractor
Services in accordance with the Tower Contractor Service Levels.
“Tower Contractor
Service Level
Management”
shall refer to the process responsible for setting up Tower
Contractor Service Level Agreements and ensuring that all Tower
Contractor Service Management processes, OLAs, and underpinning
contracts are appropriate for the agreed Tower Contractor Service
Level targets. Tower Contractor Service Level Management
monitors and reports on Tower Contractor Service Levels.
“Tower Contractor
Service Level”
shall refer to the level of service required to be provided, as
prescribed in the relevant Tower Contractor Agreement.
“Tower Contractor
Service Management
Tools and Interfaces”
shall refer to all the necessary tools and interfaces needed to ensure
Tower Contractor Service Management requirements.
“Tower Contractor
shall refer to a set of specialized organizational capabilities for
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Service Management”
providing value to customers in the form of Tower Contractor
Services.
“Tower Contractor
Service Portfolio”
is used to manage the entire lifecycle of all services, and includes
three categories: service pipeline (proposed or in development),
service catalogue (live or available for deployment), and retired
services.
“Tower Contractor
Service Requests”
shall refer to a contact made by a customer requesting a new or
changed service. Tower Contractor Service Requests differ from
Incidents in that they do not record a failure or defect in the IT
systems. Tower Contractor Service Requests include but are not
limited to: information, advice, a standard change which is low risk,
frequently performed, and low cost, or access to a Tower Contractor
Service.
“Tower Contractor
Service Strategy”
shall refer to a stage in the lifecycle of a Tower Contractor Service.
Tower Contractor Service strategy defines the perspective, position,
plans and patterns that a service provider needs to execute to meet
an organization’s business outcomes. Tower Contractor Service
strategy includes the following processes: strategy management for
IT services, service portfolio management, financial management for
IT services, demand management, and business relationship
management.
“Tower Contractor
Service Validation and
Testing”
shall refer to validating and testing new or changed Tower
Contractor Services are fit for purpose and fit for use.
“Tower Contractor
Service(s) Portfolio
Management”
means the process responsible for managing the Tower Contractor
Service Portfolio. Tower Contractor Service Portfolio Management
considers Tower Contractor Services in terms of the business value
that they provide.
“Tower Contractor
Service”
shall refer to the service provided by a Tower Contractor under its
agreement with Post Office.
“Transition Planning
and Support”
shall refer to the process responsible for planning all Tower
Contractor Service Transition processes and coordinating the
resources that they require. These Tower Contractor Service
Transition processes include Change Management, Tower
Contractor Service Asset and Configuration Management, Release
and Deployment Management, Tower Contractor Service Validation
and Testing, Evaluation, and Knowledge Management
Tower Contractor
Service Management
Acceptance Testing
(SMAT)
shall refer to the testing activity required to enable the Tower
Contractor to provide the Tower Contractor Services to the new
application or service being introduced.
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Introduction
Key Objectives
The key objectives of these Tower Contractor Responsibilities are set out in paragraph I of
Schedule F.
Common Requirements
Post Office and Fujitsu Services acknowledge and agree that the requirements set out below
shall be substantially the same for all Tower Contractors (for the avoidance of doubt “Tower
Contractor” excludes Fujitsu Services as a provider of the services within the Agreement).
Tower Contractor Responsibilities
Post Office will procure that all Tower Contractors perform the following Tower Contractor
Responsibilities:
Ref # Tower Contractor Responsibilities
2.1.0
Tower Contractors shall:
Work with Post Office, all other Tower Contractors and other third parties to
develop Cross Supply Chain governance processes, Operations Manuals and
mecting structures in relation to the provision of the Tower Contractor Services to
Post Office as required by their agreements with Post Office. Such governance
processes and meeting structures shall:
(a) facilitate consistent management, reporting, and sharing of information
between each Supply Chain Member and Post Office (as applicable);
(b) support and assist the delivery of Tower Contractor Services by Supply
Chain Members in accordance with agreed service requirements and service
levels for those Tower Contractor Services; and
(c) improve the efficiency and effectiveness of the provision of Tower
Contractor Services to Post Office.
Such governance processes and meeting structures may, if agreed with Post Office,
involve escalation to Post Office of any issues which the Tower Contractor, acting
reasonably and professionally, considers it is unable to resolve without intervention
or input from Post Office.
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2.1.2
In relation to any Cross Supply Chain governance meetings required or developed
in accordance with a Tower Contractor Agreement and Supply Chain Member
Operations Manuals:
(a) participate in such governance meetings and lead as set out in schedule 8.1
(Governance) of a Tower Contractor Agreement; and
(b) ensure that Post Office and other Supply Chain Members have access to the
artefacts used in support of such governance meetings.
2.1.3
Assist Post Office at stakeholder meetings and strategy forums as directed by Post
Office (including representation or participation at meetings with the National
Federation of Sub-postmasters).
Establish and maintain positive, collaborative and effective working relationships
with:
(a) Post Office’s relevant internal functions; and
(b) all other Supply Chain Members or potential Supply Chain Members of
Tower Contractor Services,
to demonstrably deliver effective, efficient, fit for purpose, stable and measurable
benefits to Post Office.
Deliver demonstrable improvements in the capability of Post Office’s personnel and
other Supply Chain Members (where relevant), including transferring relevant skills,
knowledge, and information to those personnel, in the course of providing the
Tower Contractor Services to Post Office.
2.1.6
Within thirty (30) days of the Effective Date, create and then maintain specialist
knowledge, data and information in connection with its provision of the Tower
Contractor Services, and share that specialist knowledge, data and information with
Post Office, including but not limited to relevant insights and implications for Post
Office with respect to market trends, developments, and Good Industry Practice in:
(a) Tower Contractor Service Management;
(b) Project Management;
(c) Change Management;
(d) ICT;
(e) disruptive technologies;
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(f) architecture practices;
(g) architecture standards, principles, roadmaps and blueprints;
(h) Security Management;
(i) compliance with Law and any policies and standards of Post Office; and
(ji) other subject matter which may improve or support the improvement of the
capability of Post Office, its personnel and its Supply Chain.
Develop an Operations Manual that specifies the processes and procedures of the
Tower Contractor in the provision the Tower Contractor Services to Post Office
and other Supply Chain Members. Such manual shall be maintained and updated as
necessary during the term of a Tower Contractor Agreement, and must be
provided to Post Office within three (3) months of the Effective Date.
Provide and deliver operational information to the IT supply chain as relevant to the
Tower Contractor Services acquired by Post Office, as required by Post Office
(including as required by Post Office when it is bidding for the award of contracts,
or when it is procuring for new solutions or services).
Provide tools (including ITIL-based tools), systems and processes to enable
consistent and process-driven delivery of the Tower Contractor Services and
effective integration and inter-operation with the other Supply Chain Members, in
accordance with the designs, policies and standards specified by Post Office.
2.1.10
Proactively support and contribute to the innovative and continuous improvement
of practices, models and methods for undertaking Tower Contractor Service
Management in relation to the Tower Contractor Services.
2.1.11
Unless directed otherwise by Post Office, deliver Tower Contractor Service
Management processes in relation to the Tower Contractor Services which are
aligned to ITIL as defined in schedule 2.3 (Standards) of a Tower Contractor
Agreement.
2.1.12
Within six (6) months of the official publication of a new ITIL edition, prepare and
provide to Post Office an impact assessment report, which shall set out any impact
on the provision of the Tower Contractor Services to Post Office as a consequence
of any changes or additions to ITIL requirements or protocols set out in that new
ITIL edition. After providing such impact assessment report to Post Office, the
Tower Contractor shall:
(a) agree with Post Office the steps required to resolve or mitigate any negative
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impact of such changes or additions to ITIL requirements or protocols (liaising
with other Supply Chain Members as necessary); and
(b) the Tower Contractor shall use reasonable endeavours to implement or
deliver any such agreed resolution or mitigation steps.
2.1.13
Unless directed otherwise by Post Office, within eighteen (18) months of the official
publication of a new ITIL edition, ensure that Tower Contractor Service
Management processes in relation to the Tower Contractor Services are aligned to
the new ITIL protocols and requirements as set out in that ITIL edition,.
2.1.14
When directed by Post Office, co-operate with and support other Supply Chain
Members in the design, delivery, transition, operation and improvement of Tower
Contractor Services to Post Office.
2.1.15
As requested by Post Office, develop and deliver proposals to Post Office including
in relation to: (a) enhancements to existing Tower Contractor Services; or (b) new
Tower Contractor Services. The Tower Contractor must lead and manage any
such requested proposals in accordance with any timescales or service levels agreed
with Post Office.
2.1.16
As requested by Post Office, deliver all required assurance reports and data relating
to the provision of the Tower Contractor Services to Post Office to the frequency
as agreed with Post Office.
2.1.17
The Tower Contractor should implement any remediation plan for its service at no
cost to Post Office and support Post Office across Towers or lead within its own
Tower, the creation, implementation and maintenance of any service remediation
plans, with the aim of promptly resolving or mitigating any Tower Contractor
Service or Tower Contractor Service Level Failures (or related risks or issues).
The Tower Contractor must obtain the approval of Post Office before implementing
any material new initiatives or changes.
2.1.18
Support Post Office in developing, maintaining, working to or complying with any
agreements or arrangements that Post Office has or may enter into with any third
parties (including Clients) in relation to the Tower Contractor Services, including
any Tower Contractor Service Level Agreements, memorandum of understandings
or similar agreements and/or arrangements.
2.1.19
Support Post Office across all Towers or lead within its own Tower, the creation,
design, implementation, management and enforcement of processes and procedures
applicable to Supply Chain Members as necessary to ensure that all Tower
Contractor Services (and Tower Contractor Service components) are managed and
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provided to Post Office in a seamless and end-to-end manner. Without limitation,
this means that the Tower Contractor shall:
(a) comply with such processes and procedures; and
(b) support Post Office in ensuring that such processes and procedures are set
out in OLAs between applicable Supply Chain Members.
2.1.20
As directed by Post Office support good faith negotiations of all appropriate OLAs
between Supply Chain Members in relation to the provision of Tower Contractor
Services to Post Office.
2.1.21
Use reasonable endeavours to ensure that any OLAs or other agreements the
Tower Contractor enters into with other Supply Chain Members in relation to any
Tower Contractor Services to Post Office shall, at a minimum, set out:
(a) a description of:
L the parties;
Il. the purpose, scope, services to be provided;
Ill. 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 ensure compliance
with:
L standards, regulations and security policies applicable to the delivery of the
Tower Contractor Services described or referred to; and
I the agreed requirements and service levels applicable to the Tower
Contractor Services described or referred to.
(c) Provisions to ensure that, in the multi-Supply Chain Member environment
that Supply Chain Members participate in, there is effective operation of
processes and techniques necessary to ensure that all Tower Contractor
Services (including Tower Contractor Service components) are managed
and provided to Post Office in a seamless and end-to-end manner. Such
processes and techniques shall include:
I. inter-Supply Chain Member Relationship Management processes including
escalation routes;
IL Tower Contractor Service Management processes;
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II. inter-Supply Chain Member 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 Supply Chain Member;
Vv. knowledge sharing processes;
VI. reporting processes;
VII. associated with the creation and management of Enterprise Architecture and
technology roadmaps;
VIII. Tower Contractor Service Validation and Testing processes; and
IX. project management and delivery processes.
(d) The responsibilities of each party (including in relation to timing), and any
dependencies on other Supply Chain Members, 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 party in
meeting their obligations.
(f) A dispute resolution procedure whereby the parties must attempt to resolve
any dispute between each applicable Supply Chain Member.
(g) A process for handling any inter-Supply Chain Member billing
arrangements.
2.1.22 . . . .
As directed by Post Office, contribute and support the implementation and
execution of relevant OLAs and related documentation between Supply Chain
Members in order to achieve the agreed requirements and Tower Contractor
Service Levels applicable to Tower Contractor Services provided to Post Office.
2.1.23
Not used.
2.1.24
Comply with the Cross Supply Chain interface standards as defined by the Post
Office Service Integrator and documented in the SISD Operations Manual.
Including:
* process and operating procedures interfaces;
* tools interfaces;
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* key controls and reporting requirements; and
* responsibilities allocated to the Tower Contractor by the Post Office Service
Integrator.
2.1.25
Participate in compliance audits to validate the implementation and ongoing
effectiveness of cross Tower Service Management processes and operating
procedures, for the scope and frequency as defined in the SISD Operations Manual.
2.1.26
Provide all relevant data to enable the Post Office Service Integrator to provide an
audit trail that meets the legislative and policy requirements to which Post Office
must comply, including:
a) recording detailed audit information of all activity that creates, Changes, or
deletes data and user access to Post Office systems that contain Post Office
Data;
b) providing end-to-end traceability of transactions even when transactions span
across multiple Tower Contractor Services, systems, components, or parties.
2.1.27
Comply with governance processes and meeting structures as defined in the SISD
Operations Manual.
This includes all interfaces to the governance structures defined in the relevant
Tower Contractor Agreement at schedule 8.1 (Governance) and schedule 6.1
(Tower Contractor Service Implementation Plan).
2.1.28
Enter into OLAs and/or other agreements with the Post Office Service Integrator
for compliance with Cross Supply Chain processes and procedures (as defined in
the SISD Operations Manual) which interface to the Supply Chain Members’
processes and operating procedures and which is effective, unless otherwise
specified by Post Office, within three (3) months:
* from the Effective Date for all existing Supply Chain Members; and
* from the date that any future Supply Chain Members come onboard.
2.1.29
Provide evidence to the Post Office Service Integrator that they have carried out
any steps agreed between the parties to introduce changes as a result of the official
publication of a new ITIL edition or change to the current ITIL edition or update of
the OLAs to the timescales as described in paragraphs 2.1.12 & 2.1.13 of this CRD
between Fujitsu Services and Post Office.
2.1.30
Participate in the development and implementation of OLAs between the Tower
Contractor, the Post Office Service Integrator and other Supply Chain Members.
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Adhere to its OLA commitments including updating the OLA from time to time as
necessary to maintain its ongoing relevance and accuracy.
2.1.31
Provide the Post Office Service Integrator with evidence to the frequency as
defined in the SISD Operations Manual, that they are aligned with efforts to drive
Capability Uplift of Post Office and its IT personnel, contributes to knowledge
transfer to Post Office, and sharing of insights and specific Innovations and
improvements with Post Office and its personnel.
2.1.32
Participate in the Post Office Service Integrator lead development and
implementation of Cross Supply Chain governance processes and meeting
structures for the Tower Contractor, the Post Office Service Integrator and other
Supply Chain Members.
Comply with Post Office’s operational Cross Supply Chain governance processes
and meeting structures defined in the SISD Operations Manual.
2.1.33
Provide all relevant artefacts to the Post Office Service Integrator for retention in
the Cross Supply Chain Governance Library, and comply with the Post Office
Service Integrator’s process for provision and maintenance of the library as defined
in the SISD Operations Manual.
2.1.34
In respect of all data processed or created by the Tower Contractor in the delivery
of the Tower Contractor Services:
a) provide that the data becomes and remains the property of Post Office;
b) share and exchange any such data or information with Post Office and/or other
Supply Chain Members as specified by Post Office; and
c) provide such data when requested by Post Office either in raw form, as
summaries, or as reports or as referenced in the Supply Chain Members or
SISD Operations Manuals.
Deliver data to their contracted standards, levels of integrity and formats and in
compliance with the specifications in the SISD Operations Manual.
Comply with the Cross Supply Chain Information Sharing Strategy as defined by
the Post Office Service Integrator (in the SISD Operations Manual).
2.1.37
Comply with the Tower Contractor Service Management Tools and Interface
requirements defined in the SISD Operations Manual.
Where the Tower Contractor is unable to interface its tools with industry standard
interfaces, the Tower Contractor will use the Tower Contractor Service
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Management Tools provided by the Post Office Service Integrator.
2.1.38
Maintain technical currency in line with their contractual commitments and provide
appropriate supporting evidence to the Post Office Service Integrator on request.
2.1.39
Comply with the Cross Supply Chain Innovation processes, policies, principles as
defined by the Post Office Service Integrator in the SISD Operations Manual.
2.1.40
Identify Innovation opportunities and report these to the Post Office Service
Integrator. Support the Post Office Service Integrator in the prioritisation and
implementation of Innovation opportunities.
2.1.41
Comply with the Post Office Service Integrator’s Quality Assurance processes and
interface with the Post Office Service Integrator’s Quality Assurance tools as
described in the SISD Operations Manual.
2.1.42
Comply with and cooperate with the Post Office Service Integrator in any
validation activities in respect of OLAs, SLA’s and KPI’s as detailed in the SISD
Operations Manual and the Tower Contractor’s Tower Contractor Service Levels
as described in schedule 2.2 (Tower Contractor Service Levels) of the relevant
Tower Contractor Agreement.
2.1.43
Comply with the Issue Management procedure and tools as defined by the Post
Office Service Integrator.
2.1.44
Support the Post Office Service Integrator in performing Root Cause analysis as
defined in the SISD Operations Manual.
2.1.45
Comply with the Contract Compliance process as defined in the SISD Operations
Manual.
2.1.46
Provide all relevant information required for the Post Office Service Integrator to
maintain the Deliverables and Obligations Tracker as required by the Post Office.
2.1.47
Comply with the interface requirements of the Post Office Service Integrator
performance management process as defined by the Post Office Service Integrator.
2.1.48
Cooperate with the Post Office Service Integrator in order to maintain and
gradually improve business-aligned IT Tower Contractor Service quality through a
Continual Improvement as defined in schedule 2.4 (Continuous Improvement) of
the relevant Tower Contractor Agreement.
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2.1.49 . : .
Comply with the Risk Management process and tools interfaces as defined by the
Post Office Service Integrator in the SISD Operations Manual.
2.1.50
For projects performed by the Tower Contractor, comply with Audits, at the
designated frequency and scope as defined in the SISD Operations Manual in order
to allow the Post Office Service Integrator to assess compliance with the Assurance
Programme. (This will include ISO/IEC 27001 internal and external Audits of
Supply Chain Member).
2.1.51
Assist in the appropriate customisation of the standard on-boarding plan and the
subsequent execution of that plan, complying with obligations detailed in that plan.
2.1.52
Assist in the appropriate customisation of the standard off-boarding plan and the
subsequent execution of that plan, complying with obligations detailed in that plan.
2.1.53
Comply with the Cross Supply Chain Tower Contractor Service Strategy
processes, policies, principles, standards and tools (where necessary) as defined in
the SISD Operations Manual.
2.1.54
Comply with the budgeting and controlling processes and procedures as defined by
the Post Office Service Integrator in the SISD Operations Manual.
Comply with the Post Office Service Integrator’s requisition, purchase order and
invoice management process and procedures as defined in the SISD Operations
Manual.
2.1.56
Provide an invoice to the Post Office Service Integrator detailing the consumption
of services consistent with the content, format and time-scales as defined in the
SISD Operations Manual.
2.1.57
Comply with the Cross Supply Chain Tower Contractor Service Portfolio
Management process as defined in the SISD Operations Manual.
2.1.58
Provide the Post Office Service Integrator with information relating to the current
state of their Tower Contractor Services in the Cross Supply Chain Tower
Contractor Service Portfolio and assisting the Post Office Service Integrator in
identifying improvement opportunities.
2.1.59
Comply with the Cross Supply Chain Demand Management processes and practices
as defined by the Post Office Service Integrator in the SISD Operations Manual.
2.1.60
Conduct, on request, 360 degree reviews to assess customer satisfaction and
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provide the outcome data to the Post Office Service Integrator in the agreed format
and to the agreed timetable as defined in the SISD Operations Manual.
2.1.61
Comply with Post Office Satisfaction Management processes as defined by the Post
Office Service Integrator in the SISD Operations Manual.
2.1.62
Cooperate with the Post Office Service Integrator and input into the creation of
survey material and in the conduct of surveys.
2.1.63
Comply with the Post Office Service Integrator’s improvement plans to address
deficiencies identified by the Customer Satisfaction Survey(s).
2.1.64
Comply with Cross Supply Chain Tower Contractor Service Catalogue
Management processes, policies, principles, standards and interface with the tools
as defined by the Post Office Service Integrator in the SISD Operations Manual.
2.1.65
Provide updates to the Post Office Service Integrator’s Tower Contractor Service
Catalogue in a timely manner and to the scope and standards as defined in the SISD
Operations Manual.
2.1.66
Comply with the Cross Supply Chain Tower Contractor Service Level Management
processes and procedures as defined in the SISD Operations Manual.
2.1.67
Provide the Post Office Service Integrator with all relevant Supply Chain Member
Tower Contractor Service Level and KPI data and supporting information.
2.1.68
Provide all relevant Tower Contractor Service Level and KPI performance
information reasonably required by the Post Office Service Integrator for the
purposes of conducting near real-time and proactive monitoring of SLAs and other
performance indicators and presenting the information through real time service
dashboard.
2.1.69
Provide all relevant data feeds in support of the measurement and reporting of the
Tower Contractor Service Levels and KPI’s to the frequency and standards as
defined in the SISD Operations Manual and presenting the information through real
time service dashboard.
2.1.70
Comply with the Cross Supply Chain Capacity Management processes, policies and
principles as defined in the SISD Operations Manual.
2.1.71
Provide their Capacity Plans to the Post Office Service Integrator at the frequency
detailed in the SISD Operations Manual.
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2.1.72 . : oye woe
Comply with the Cross Supply Chain Availability Management processes, policies,
principles, standards as defined in the SISD Operations Manual.
2.1.73
Where investment decisions are required by Post Office regarding Availability
Management, provide options to the Post Office Service Integrator with associated
costs (in full) and benefits.
2.1.74
Cooperate with the Post Office Service Integrator as reasonably required to
conduct a proactive modelling and risk analysis to test and analyse predicted Tower
Contractor Service Availability to the specifications as defined by the Post Office
Service Integrator in the SISD Operations Manual.
2.1.75
Comply with the Cross Supply Chain IT Tower Contractor Service Continuity
Management processes, policies, principles and standards as defined in the SISD
Operations Manual
2.1.76
Provide to the Post Office Service Integrator, on request, copies of its ITSCM
plans for each of the Tower Contractor Services provided by the Tower
Contractor.
2.1.77
Comply with their obligations pursuant to each agreed ITSCM test programme.
2.1.78
Support a retest within ninety (90) days (unless otherwise agreed with the Post
Office Service Integrator) of a test if any simulation(s) fails to achieve specified
results as a result of the Tower Contractor’s failure to perform its responsibilities.
2.1.79
Inform the Post Office Service Integrator where it is of the belief that an ITSCM
Event has occurred or is likely to occur.
2.1.80
Where Post Office has declared the occurrence of an ITSCM Event, the Tower
Contractor will work with the Post Office Service Integrator and comply with its
obligations pursuant to the sections of the ITSCM plan applicable to the ITSCM
Event in question.
2.1.81
Participate in a post-disaster review with Post Office and/or the Post Office Service
Integrator as appropriate, following any invocation of IT Tower Contractor Service
Continuity, Business Continuity or Disaster Recovery plans to understand the cause
of the disaster and plan for the restoration of the Tower Contractor Services to the
pre-disaster state and implement actions to eliminate or mitigate future occurrences.
2.1.82
Integrate their Information Security Management System with Post Office’s and the
Post Office Service Integrator’s Information Security Management System as
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specified by the Post Office Service Integrator.
2.1.83
Cooperate with the Post Office Service Integrator to validate its deployment and
maintenance throughout the contract term, of a [S027001 Information Security
Management System (ISMS) that has been certified by an accredited certifying
body and specifically its successful ISO27001 certification within 12 months of
their Effective Date
2.1.84
Prior to the delivery of the ISMS by the Tower Contractor, the Tower Contractor
will cooperate with the Post Office Service Integrator to validate the Tower
Contractor’s ISMS scope will include technology, people, process and locations
relevant to the Tower Contractor used for delivery of Tower Contractor Services
to Post Office.
2.1.85
Facilitate periodically and at least twice yearly (or as specified in the SISD
Operations Manual if different), an audit by the Post Office Service Integrator of
the ISMS contents as required by the IS027001 standard and agree and comply
with the Post Office Service Integrator’s improvement plan.
2.1.86
Comply with the processes or procedures as specified by the Post Office Service
Integrator in the SISD Operations Manual in order to meet the Security
Requirements.
2.1.87
Comply with Cross Supply Chain Incident Management process as defined by the
Post Office Service Integrator in the SISD Operations Manual.
2.1.88
Comply with the personnel security briefing process and procedures as defined in
the SISD Operations Manual and escalate any non-compliance to the Post Office
Service Integrator.
2.1.89
Comply with the implementation and maintenance of the Cross Supply Chain
Tower Contractor Service and Asset Configuration Management (SACM)
processes, policies, principles and standards as defined by the Post Office Service
Integrator in the SISD Operations Manual.
2.1.90
Where requested by the Post Office Service Integrator, provide support to assist
the Post Office Service Integrator in reviewing the accuracy (audit) and currency of
the Configuration Items, the requirements for which will be detailed in the SISD
Operations Manual.
2.1.91
Comply with the Configuration Management audit and quality Assurance Plan for
Configuration Items as defined by the Post Office Service Integrator in the SISD
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Operations Manual.
2.1.92
Comply with the Cross Supply Chain Change Management governance framework,
processes, policies, principles and standards as defined by the Post Office Service
Integrator in the SISD Operations Manual.
2.1.93
Comply with the Cross Supply Chain Emergency Change Management governance
framework, policies, processes, principles and standards as defined by the Post
Office Service Integrator in the SISD Operations Manual.
2.1.94
Comply with the Cross Supply Chain Change Management policies, processes and
standards as defined by the Post Office Service Integrator in the SISD Operations
Manual.
2.1.95
Comply with the Cross Supply Chain Transition Planning and Support policies,
processes and standards as defined by the Post Office Service Integrator in the
SISD Operations Manual.
2.1.96
Comply with the Cross Supply Chain Release and Deployment Management
processes, policies, principles and standards as defined by the Post Office Service
Integrator in the SISD Operations Manual.
2.1.97
Cooperate with the Post Office Service Integrator in the deployment of Cross
Supply Chain Releases, as defined by the Post Office Service Integrator in the SISD
Operations Manual.
2.1.98
Place appropriate copies of releases into escrow to be available to Post Office or
the Post Office Service Integrator should the need arise
2.1.99
Comply with the Release planning processes and tools as specified by the Post
Office Service Integrator in the SISD Operations Manual.
2.1.100
Provide early life support (ELS) for a period of time directly after the deployment
of a new or changed Tower Contractor Service as required by the Post Office
Service Integrator and as detailed in the SISD Operations Manual.
2.1.101
Comply with the Cross Supply Chain Tower Contractor Service Validation and
Test process, policies and tools where appropriate and as defined by the Post Office
Service Integrator in the SISD Operations Manual.
2.1.102
Provide to the Post Office Service Integrator the information and contact
information reasonably requested by the Post Office Service Integrator in relation
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to any test modules, test plans, test documents, test scripts, test data and common
re-usable COTS tools.
2.1.
103
Provide test plans and test design to the Post Office Service Integrator such that:
a) the test model supports the delivery of adequate and appropriate test coverage
for the risk profile of the Cross Supply Chain Tower Contractor Services;
b) the test model covers the key integration aspects and interfaces, e.g. at the SPIs;
c) the test plans or scripts are accurate and complete;
so that the Post Office Service Integrator can compile a report for Post Office.
21
104
Support and maintain the Cross Supply Chain test environment components for
which each it is responsible and provide data relating to the Cross Supply Chain test
environment components for input into a test environment inventory as reasonably
requested by the Post Office Service Integrator.
21
105
Perform or participate in integrated pre-production testing coordinated by the Post
Office Service Integrator, prior to migrating code or software of any kind into Post
Office’s production environment from any development environment.
Sy
106
Cooperate with the Post Office Service Integrator in resolution of test failure
issues.
2.1.
107
Comply with the Tower Contractor Service Management Acceptance Test strategy
(SMAT) as defined by the Post Office Service Integrator in the SISD Operations
Manual.
2.1
108
Comply with the Cross Supply Chain Change Evaluation process and tools as
defined by the Post Office Service Integrator in the SISD Operations Manual.
21
109
Support the Post Office Service Integrator in the post implementation review of
changes deployed across the enterprise by providing all appropriate input as defined
in the SISD Operations Manual, to the Post Office Service Integrator to enable it to
inform a post implementation review (PIR).
2.1.
Comply with the Cross Supply Chain Knowledge Management process and tools as
defined in the SISD Operations Manual.
21
Provide accurate and timely updates to the Post Office Service Integrator Providers
Tower Contractor Service Knowledge Management System (SKMS) with content
as defined in the SISD Operations Manual.
Agree and establish with the Post Office Service Integrator the Resolver Groups
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required to support the Post Office Service Integrator first level support
arrangements on the Post Office Service Integrator service desk as defined in the
SISD Operations Manual.
Support the Post Office Service Integrator in its objective to provide a service desk
as a single point of contact to Post Office users and provide all relevant know-how,
service data and information relating to the Tower Contractor Services as defined
in the SISD Operations Manual.
114
Provide the appropriate level of support in response to non IT related incidents
assigned to them.
iS
115
Comply with the Cross Supply Chain Request Fulfilment processes, policies,
principles and standards as defined by the Post Office Service Integrator in the
SISD Operations Manual.
116
Comply with the Cross Supply Chain Incident Management and Major Incident
Management processes, policies, principles and standards as defined by the Post
Office Service Integrator in the SISD Operations Manual.
iS
ALT
Ensure its Incident Management tools and associated technology will properly
interface to the Post Office Service Integrator’s central Tower Contractor Service
Management tool and be validated as such by the Post Office Service Integrator.
118
Participate in accordance with the framework defined in schedule 8.1 (Governance)
of the relevant Tower Contractor Agreement in the relevant operational governance
meetings if requested by the Post Office Service Integrator.
21
Comply with the Cross Supply Chain Event Management process as defined in by
the Post Office Service Integrator in the SISD Operations Manual.
21
120
Work with the Post Office Service Integrator to support the definition and
implementation of Event correlation, categorization and closure rules, as defined in
by the Post Office Service Integrator in the SISD Operations Manual, subject to
approval by Post Office.
2.1.
Work with the Post Office Service Integrator to agree the design and
implementation of policies, processes, standards and methods by which Events will
be notified to the Post Office Service Integrator.
2.1.12:
Proactively detect service interruptions and Events and raise Incidents up to the
Post Office Service Integrator before users contact the service desk where possible.
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21
123
Where no Event Management agent/tool is installed on an infrastructure component
or application, the Tower Contractor will perform monitoring through a manual
workaround or other means to ensure that timely Event detection, correlation and
notification can occur and is reported to the Post Office Service Integrator service
desk and/or Post Office Service Integrator in accordance with the escalation rules
as defined in the SISD Operations Manual.
21
124
Escalate Events into the Incident, Problem and Change Management processes as
defined in the SISD Operations Manual.
2.1
125
Comply with Cross Supply Chain Problem Management processes, policies and
principles as defined in the SISD Operations Manual.
2.1.
126
In their capacity as an Incident Resolver Group, perform and provide Root Cause
Analysis and reporting to the Post Office Service Integrator in accordance with the
Problem Management policies and procedures as defined in the SISD Operations
Manual.
127
The Tower Contractor’s Problem Management processes will integrate with the
Post Office Service Integrator’s Problem Management processes, where the
processes interact as defined in the SISD Operations Manual.
N
128
Interface to the Post Office Service Integrator’s Problem Management system as
defined in the SISD Operations Manual.
2.1.
129
The Tower Contractor will comply with the Cross Supply Chain Continuous Tower
Contractor Service Improvement (CSI) processes, policies, principles and
standards as defined in the SISD Operations Manual and comply with schedule 2.4
(Continuous Improvement) of the relevant Tower Contractor Agreement.
21
130
Work with the Post Office Service Integrator to actively contribute to the
identification of candidates and requirements for the deployment of new technology
or the automation of tasks associated with the Tower Contractor Services and/or
Post Office’s business processes and business services.
21
131
Work with the Post Office Service Integrator to proactively contribute to the
identification of strategies and approaches for future IT service delivery in order to
provide Post Office with competitive advantages that may result in increased
efficiency, effectiveness, performance, or cost savings.
132
Comply with the Cross Supply Chain Tower Contractor Service Design
coordination process and tools as defined by the Post Office Service Integrator in
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the SISD Operations Manual.
2.1.133
Any Solution Designs produced or completed by the Tower Contractor in relation
to any new services or Changes to existing Tower Contractor Services from the
Tower Contractor will comply with:
(a) any recognised industry standards (including ITIL) and Good Industry Practice;
(b) Post Office’s Enterprise Architecture Standards and any other policies or
standards of Post Office as defined in schedule 2.3 (Standards) of the relevant
Tower Contractor Agreement; and
(c) the service management framework as defined in the SISD Operations Manual.
2.1.134
Reasonably contribute to project proposals as required by the Post Office Service
Integrator.
2.1.135
Provide all information and records of testing and acceptance relating to Post
Office project deliverables that have been carried out by the Tower Contractor.
2.1.136
Provide information and data as required to the Post Office Service Integrator, in
order for Post Office Service Integrator to report on project progress, risks, issues,
cost, timeliness and quality relating to any Post Office project in relation to which
the Tower Contractor is party.
2.1.137
Work with the Post Office Service Integrator regarding the Tower Contractor’s
tasks and resources associated with projects being managed by the Post Office
Service Integrator.
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Annex 4
Form of parent company guarantee extension
THIS DEED is made the — day of 2013
BETWEEN
qd) FUJITSU SERVICES HOLDINGS PLC whose registered office is at 22 Baker Street, London
Q)
W1U 3BW(the “Guarantor”); and
POST OFFICE LIMITED whose registered office is at 148 Old Street, London EC1V 6HQ
(the “Post Office”).
WHEREAS
(A)
(B)
(©)
(D)
Fujitsu Services Limited ("Fujitsu Services") and Post Office Limited ("POL") entered into
an agreement dated 28 July 1999 as subsequently amended 31 December 2002 (the
"Existing Agreement").
The Guarantor entered into a Deed of Guarantee (the "Existing Guarantee") dated 31
December 2002 in favour of Post Office, relating to the Existing Agreement.
By various Change Control Notes including but not limited to: (i) Change Control Note
number 1100, dated 31‘ December 2002 Post Office and Pathway agreed to vary and restate
the terms of the Original Codified Agreement; (ii) Change Control Note identified as HNG-X
CCN number 1200, dated 31“ August 2006 Fujitsu Services and Post Office agreed to further
vary and restate the terms of the Original Codified Agreement and (iii) Change Control Note
number 1400 identified as TSS CCN, dated 11" September 2013, Fujitsu Services and Post
Office agreed to further vary and restate the terms of the Original Codified Agreement which
may also be further amended in the future from time to time, being referred to herein as the
“Amended Agreement”).
Further to the amendments to the Existing Agreement, amendments are required to the Existing
Guarantee. The Existing Guarantee, as amended by the terms of this Deed being the
“Amended Guarantee”.
NOW THIS DEED WITNESSES as follows:
Nv
Terms defined in the Existing Guarantee shall have the same meanings when used herein save
where the context otherwise requires or save as amended hereby or to be amended pursuant
hereto.
A person who is not a party to this Deed shall have no rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any of its terms.
The parties hereto hereby agree that, with effect from the date of this Deed, the Existing
Guarantee shall be amended as set out below.
Paragraph (C) shall be deleted in its entirety and replaced with the following new paragraph
(C):
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(C) By way of a deed of novation dated 28 March 2003, all rights and obligations of
Pathway under the Agreement were novated from Pathway to Fujitsu Services Limited
(registered in England and Wales with company number 00096056).
Paragraph (D) shall be deleted in its entirety and replaced with the following new paragraph
(D):
(D)
By a Change Control Note number 1100, dated 31‘ December 2002 Post
Office and Pathway agreed to vary and restate the terms of the Original
Codified Agreement. By a Change Control Note identified as HNG-X CCN
number 1200, dated 31° August 2006 Fujitsu Services and Post Office agreed
to further vary and restate the terms of the Original Codified Agreement. By a
Change Control Note identified as TSS CCN number 1400, dated 11"
September2013 Fujitsu Services and Post Office agreed to further vary and
restate the terms of the Original Codified Agreement (the Original Codified
Agreement as varied and restated by the aforementioned Change Control
Notices, and as further amended from time to time, being referred to herein as
the “Agreement”).
A new paragraph (1) shall be inserted in the Guarantee as follows:
(D Any reference in this Guarantee to the Agreement or any other agreement or other
document shall be construed as a reference to the Agreement or that other agreement or
document as the same may have been, or may from time to time be, restated, varied,
amended, extended, supplemented, substituted, as agreed in writing by Fujitsu Services
and the Post Office, or novated or assigned in accordance with the terms of the
Agreement, from time to time.
Clause 5.1 of the Guarantee shall be deleted in its entirety and replaced with the following new
clause 5.1:
5.1
Neither the obligations of the Guarantor under this Guarantee nor the rights,
powers and remedies of the Post Office provided by or pursuant to this
Guarantee will be affected by an act, omission, matter or thing which, but for
this Clause 5.1, would reduce, release or prejudice any of its obligations
under this Guarantee or any of those rights, powers and remedies (without
limitation and whether or not known to it or Post Office) including:
5.1.1 any time, waiver or consent granted to, or composition with the
Principal Obligor or any other person;
5.1.2 _ the release of the Principal Obligor or any other person under the
terms of any composition or arrangement with any creditor of any
person;
5.1.3 the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to take up or enforce, any rights against, the
Principal Obligor or any other _ person or any non-presentation or
non-observance of any formality or other requirement in respect of
any instrument;
5.1.4 any incapacity or lack of power, authority or legal personality of, or
dissolution or change in the members or status of the Principal
Obligor or any other person;
5.1.5 any variation, amendment, novation (in accordance with the terms of
the Agreement), supplement, extension (whether of maturity or
7.
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otherwise), substitution, restatement (however fundamental and
whether or not more onerous) or replacement of the Agreement or any
other document;
5.1.6 any unenforceability, illegality or invalidity of any obligation of the
Principal Obligor or any other person under the Agreement or any
other document; or
5.1.7 any insolvency or similar proceedings.
Save as expressly amended by this Deed, the provisions of the Existing Guarantee shall
continue in full force and effect, and shall apply to the Amended Agreement and shall not be
released by reason of the implementation of the amendments contained in the Amended
Agreement;
The Guarantor represents and warrants to Post Office that as at the date of this Deed the
representations given by it in clause 8 of the Existing Guarantee are true by reference to the
facts and circumstances existing at such date.
With effect from the date hereof, the Existing Guarantee and the amendments to the
Existing Guarantee set out in this Deed shall be read and construed together as one
document.
The Guarantor shall continue to comply with all its obligations under the Existing Guarantee,
save as amended, restated and supplemented by this Deed.
8.
10.
On the date of this Deed the Guarantor:
8.1 agrees it is bound by the Amended Guarantee; and
8.2 confirms that the Guarantee: (a) continues in full force and effect on the
terms of the Amended Guarantee; and (b) extends to the obligations of Fujitsu
Services under the Amended Agreement.
Nothing in this Deed shall act to release, waive or discharge (in whole or in part) any
liability of Fujitsu Services Holdings ple pursuant to the Amended Guarantee whether
such liability arises on, before or after the date of this Deed.
This Deed may be executed in any number of counterparts each of which shall be deemed to
be an original and all of such counterparts taken together shall be deemed to constitute one and
the same instrument.
ll.
This Deed shall be governed by, and construed in accordance with, English law and we hereby
submit to the non-exclusive jurisdiction of the Courts of England in respect of any dispute
which might arise in connection with this Deed.
THIS DEED has been executed as a deed by the parties listed in the execution pages at the end of this
Deed and is delivered as a deed on the date written on the first page of this Deed.
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EXECUTION PAGE
EXECUTED AS A DEED by )
FUJITSU SERVICES HOLDINGS PLC)
on being signed by )
a Director )
(Director)
on being signed by )
Company Secretary )
(Company Secretary)
EXECUTED AS A DEED by )
POST OFFICE LIMITED)
on being signed by )
a Director )
in the presence of: ) (Director)
Witness signature:
Witness name:
Witness address:
Witness occupation:
Amendments to current Sechedule D1
Annex 5
Revised Charges
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FUJITSU COMPANY IN CONFIDENCE
Annex 6 -
The following shall be inserted as a new Schedule F:
SCHEDULE F
KEY OBJECTIVES OF THE TOWERS MODEL, FUJITSU SERVICES COLLABORATION
REQUIREMENTS AND RESPONSIBILITIES
Version History
Version No. Date Comments
1.0 Dd/09/13 Agreed version as at date of signature of CCN 1400.
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.
1.1 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.
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
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by Tower Contractors in accordance with agreed service requirements and service levels for those
services.
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.
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) A sustainable 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&
(d) Creation of a post-transformation Post Office IT&C organisation that is business focused,
responsive and flexible:
(ce) Enhancement of the quality of services provided by Post Office IT&C to its customers or users:
() 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:
2.1
2.2
25
2.6
2.7
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.
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.
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).
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.
Contribute to a balanced scorecard measurement method to prove positive, collaborative and effective
working relationships.
Proactively support and contribute to the innovative and continuous improvement of practices, models
and methods for undertaking service management in relation to the Services.
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
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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.
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) a description 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:
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(d)
©)
0)
ii) service management processes;
iii) 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;
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;
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
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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Fe)
FUJITSU
CHANGE CONTROL NOTE
ID: PWY_CCN_1400
Status: APPROVED
Create Date: 16-SEP-2013 17:40:39
CCN:1400
Originator: Ken. Westfield
Title:
Main Description:
The provision of Transitional Support Services (TSS)
Related Parts
0 PWY:CCN.A:1
(CHANGE_MANAGEMENT)
Change Control Notes
Related Items
Ken. Westfield
Related Child Change Documents:
Related Parent Change Documents:
Action Messages
Action History
1 16-SEP-2013 17:40:39
WESTFIELDK
Document created
2 16-SEP-2013 17:40:54
WESTFIELDK
Ken. Westfield:
Ken. Westfield:
Actioned document from RAISED to SUBMITTED
3 27-SEP-2013 08:28:08
WESTFIELDK
Ken. Westfield
Actioned document from SUBMITTED to APPROVED
Update History
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0
Archived Attribute Information
16-SEP-2013 17:40:39 Ken. Westfield) _ i
WESTFIELDK Chg Mgmt
Related Design Part PWY:CCN.A:1
27-SEP-2013 08:22:49 Ken. Westfield
WESTFIELDK
Detailed description edited
27-SEP-2013 08:28:03
WESTFIELDK
Request attribute(s) updated
~---- END OF CHANGE CONTROL NOTE PWY_CCN_1400 ----------
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Version:
Date:
Page No:
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