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THIS SUPPLEMENTAL AGREEMENT, being Change Control Note (CCN) 550, is made the 20th
day of August 1999
BETWEEN:
(1) Post Office Counters Ltd whose registered office is situated at Gavrelle House, 2-14
Bunhilt Row, London EC1Y 8HQ (“POCL"); and
(2) ICL Pathway Limited whose registered office is at 26 Finsbury Square, London EC2A
1DS (“the Contractor”)
mes ML
WHEREAS: POH
intal Agreement is supplemental to the Codified Agreement between the
July, 1999 and constitutes CCN 550 of that agreement.
(B) ‘Tha Contractor and POCL have been carrying out the Operational Trial and the other
Acceptance Procedures in accordance with the Codified Agreement.
(Cc) Itis agreed that as at the end of the CSR Operational Trial Review Period (16 August
1999) there were:-
* 9 faults (the “Agreed Category B Faults")which both parties agree are medium’. - 4
severity (category (b)) faults (AL's: 342, 361, 371, 211, 372, 390, 395, 314 and 408);
¢ 3 faults (the “Disputed Category A Faults”) which the Contractor considers to be
category (b) faults but which POCL believes are high severity (category (a)) faults
(AL's: 376, 298 and 218),
© 2 faults (the “Disputed Category B Faults”) which the Contractor considers to be of
low severity but which POCL believes are category (b) faults (A.1.'s: 378 and 391);
and
¢ 1 alleged fault (the “Unagreed Fault”) which the Contractor believes is not an
Acceptance Incident but which POCL believes is a category (b) fault (A.1.: 369)
(together the “Outstanding Faults”).
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(0)
(E)
(F)
(G)
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4.2
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It is agreed that there is no CSR Acceptance Specification in respect of which there are
more than 10.category (b) faults.
Under paragraph 2.1 of Schedule A11 to the Codified Agreement (“Schedule A11”), four
conditions for CSR Acceptance have to be satisfied. The parties agree that the CSR
Acceptance Tests have been carried out and that the CSR Core Observation Period and
the CSR Operational Trial Review Period have expired. If the Contractor is correct that
the Disputed Category A Faults are of medium severity then the thresholds in paragraph
2.2 of Schedule A11 of the Codified Agreement have been met. The remaining
condition for CSR Acceptance is that a timetable has been agreed to resolve all
outstanding category (b) faults.
id ‘of the CSR Operational Trial Review Period, any one of the Disputed
Catagory A faults is a category (a) fault then CSR Acceptance has not been achieved as
‘at the end of the CSR Operational Trial Review Period.
if, as at the end of the CSR Operational Trial Review Period, a timetable has not been
agreed between the parties to resolve all outstanding category (b) faults, then CSR
Acceptance has not been achieved as:at the end of the CSR. Operational Trial Review
Period. Such a timetable has not been agreed.
as follows:
CSR Acceptance
The parties agree that CSR Acceptance was not achieved as at the end of the CSR
Operational Trial Review Period.
Under paragraph 3.1 of Schedule A11 the Contractor is entitled to a period of three
months from 16th August 1999 in which to remedy the outstanding defaults at its own
expense (subject to paragraph 6.9 of Schedule A11 if applicable) and to re-submit the
Core System Release in its entirety for the second CSR Acceptance Test.
Remedy of Outstanding Faults
With a view to facilitating the obtaining of CSR Acceptance in the Second CSR
Acceptance Test; the parties agree as follows:
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2.2
2.3
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In the period between the date of this Agreement and 17th September 1999 (the
“Limited Trial Period”), the parties will set up and conduct a programme of joint
workshops for the purpose of agreeing (to the extent not already agreed):-
(i) resolution plans for the Agreed Category B Faults, the Disputed Category A
Faults, the Disputed Category B Faults (if agreed or determined to be category
(b) faults), and. (if appropriate) the ‘Unagreed.Fault; and
(ii) a single timetable for resolution of outstanding category (b) faults (including any
Disputed Category A Faults determined to be, or recategorised as, category (b)
faults).
The joint workshop will be chaired by Keith Baines of POCL and Tony Oppenheim of the
Contractor and will be ‘charged with the production: of agreed resolution plans, the
le for their implementation, and general project management of
“Agreement as to resolution of faults having been hampered by differences as to.the
data, the parties will agree as soon as possible within the Limited Trial Period an
appropriate set of measures (including data gathering and testing) to determine:
+ the extent of the disputed faults and
+ the efficacy of any agreed resolution plans.
The Contractor shall make available:to POCL as soon:as possible all data available to
the Contractor relevant to any of the Outstanding Faults, including, without limitation, all
system recorded data relating.to the incidence of rebooting of counter terminals
(relevant to Al 298).
The parties will involve Peter Copping as Expert in the activities referred to in this
paragraph 2. There may be occasions-on which the Expert is asked to determine an
issue as between the parties in.accordance with'the provisions of Schedule A11 (for
example he may be required to determine the status of the Unagreed Fault) but
otherwise (save as expressly contemplated in this letter) his role will be as facilitator and
adviser to the parties in their efforts to achieve successful resolution of outstanding
issues.
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The provisions of Schedule A11 relating to the Second Acceptance Test shall be varied
as follows:-
3.1 Notwithstanding paragraph 3.1 of Schedule A11, the only elements of the Core System
Release required to be re-submitted for testing in the Second CSR Acceptance Test
shall be those relating to the Outstanding Faults.
3.2 The following faults may be raised as Acceptance Incidents in relation to the Second
CSR Acceptance Test:-
,
3.2.1 any fault arising upon the re-testing referred to in paragraph 3.1 above;
a
corrective work Is carried out by Pathway in relation to any of the
Faults, any fault which may be caused by that corrective work or
me to light only as a result of that corrective work; and
323. (subject to paragraph 3.3 below), any other substantive fault (a “Substantive
New Fault") which arises in the live environment prior to CSR Acceptarice and
which in the reasonable opinion of Keith Baines or John Meagher is material in
the context of CSR Acceptance.
All such which faults shall be categorised according to paragraphs 7.1(a), (b) and (c) of
Schedule A11.
3.3 The parties agree the following in relation to Substantive New Faults:-
3.3.1 no fault which was observed and categorised as a fault prior to the end of the
CSR Operational Trial Review Period shall be raised as a Substantive New Fault
thereafter unless, in the reasonable opinion of POCL, the nature of the fault
shall have changed or its effect, impact, seriousness or frequency shall have
become greater since the end of the CSR Operational Trial Period, in each case
so as to have, in the reasonable opinion of POCL, a material adverse effect on
POCL's business or operations;
3.3.2 no Substantive New Fault which is categorised as a category (b) fault shall
count towards the threshold in paragraph 2.2(ii) of Schedule A11;
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3.4
3.5
3.6
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3.3.3 notwithstanding paragraph 2.1(iv) of Schedule A11, the failure to agree a
timetable to resolve a ‘Substantive New Fault which is a category (b) fault
arising after 3 September_1999 shall not prevent CSR Acceptance; and
3.3.4 for the avoidance of doubt CSR Acceptance will not occur if there is a
Substantive New Fault which is categorised as-a category (a) fault.
If upon CSR Acceptance there remains any Substantive New Fault which is a category
{b) fault arising after 3° September, 1999 and in‘respect of which a timetable has not
been agreed for its resolution, the parties shall agree such a timetable by 15th
November, 1999, in default of which either party shail be entitled to request the Expert to
specify such a:timetable, which shall then be binding on both parties.
If by 17” September, 1999 there remains any Substantive New Fault which is a category
0) fadit.reportéd to the Contractor on or prior to 3 September, 1999 and in respect of
which 4 timatable has not been agreed for its resolution, POCL shail not withhold its
agreement to thé timetable proposed by the Contractor if the Expert shall have stated in
writing, prior to CSR Acceptance, that:-
3.5.1 the Contractor's proposed rectification plan is in the Expert's opinion likely to
resolve the Substantive New Fault by the date specified by the Contractor
therein; and
3.5.2 resolution of the Substantive New Fault by that date would, in the Expert's
opinion (having listened to the representations of both parties), be likely to mean
that the Substantive New Fault would not have a material adverse effect on
POCL's business or operations.
POCL warrants that none of its employees or contractors directly involved in the CSR
Acceptance process is aware of any fault in relation to the Core System which has not
already been reported to the Contractor and which that employee or contractor knows
would constitute a Substantive New Fault, categorised as-category (a) or category (b), if
and when'so reported
Roll Out
The parties agree that Roll out:shall not commence until authorised by the Release
Authorisation Board in accordance with paragraph 4 of Schedule A11.
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42 Notwithstanding paragraph 4.1 above, the parties agree to install the Core System in
additional Outlets as follows:- .
in the week commencing Approximate Number of Outlets
31st August, 1999 one (Borough High Street)
6” September, 1999 60
13th September, 1999 90
43 if bj ber, 1999 the parties agree that sufficient progress has been made in
resolving Ye Outstanding Faults (and any other outstanding category (a) or (b)
Acceptance Incidents) the parties may agree to install the Core System in further Outlets
as follows:-
In the week commencing
20th September, 1999
27th September, 1999
44
45
\f CSR Acceptance has not been achieved by 24th September, 41999 the Core System
shall not be ‘installed in any further Outlets (in addition to those referred to'in paragraphs
4.2-and4.3 above) pending CSR Acceptance and authorisation of National.Rollout by
the Release Authorisation Board.
In the event that CSR Acceptance is not achieved by 15 November 1999, the
Contractor shall, without prejudice and in addition to all the other consequences thereof
under the Codified Agreement (including its schedules), indemnify POCL on demand
against all'costs and expenses. reasonably incurred by POCL which POCL would not
have incurred but for having agreed to install the Core System in the further Outlets
referred to in this Clause 4.
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5.1
5:2
5.3
8.1
8.2
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Notwithstanding paragraph 4.1 above, following authorisation of National Rollout by the
Release Authorisation Board, all Outlets in which the Core System shall have been
successfully installed prior to such authorisation shall be taken into account when
calculating the number of Outlets to which the Core System shall have been rolled out
for the purposes of the Codified Agreement.
cy risati
It is agreed that the Retease Authorisation Board shall meet immediately following the
meeting of the Acceptance.Board at which CSR Acceptance is achieved.
There will be a preliminary meeting of the Release Authorisation Board prior to CSR
Acceptance at which POCL's readiness for Roll out, and in particular any impact thereon
of any plans for rectification of Outstanding Faults, shall be discussed and the
“appropiateness of proceeding with the planned CSR Acceptance date of
24" September will be determined.
immediately following the meeting referred to in.paragraph 5.2 above, there will be a
preliminary meeting of the Joint Acceptance Board to confirm or amend the planned
date for the formal meeting of the Joint Acceptance Board (24" September, 1999).
Future Delays
For the purposes of Clause 606.2.1 of the Codified Agreement any delay in Acceptance
or Rollout of the Core System caused by the Default of POCL shall be disregarded to
the extent that the aggregate duration of all such delays does not exceed fourteen days.
Timetable
The parties shall use their reasonable endeavours to.comply with the timetable set out in
the Appendix to this Agreement.
iscellan:
Except to the extent expressly amended by this Agreement the provisions of the
Codified Agreement and its schedules shall continue unamended and in full force and
effect.
Words and expressions defined in the Codified Agreement shall bear the same
meanings, when used in this Agreement.
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25" August, 1999
6" September, 1999
8" September, 1999
10" September, 1999
aed
17* September; 999
21° September, 1999
24” September, 1999
Appendix
Timetable
First Workshop
Workshop to consider, inter alia, any Substantive New Faults reported
‘on or prior to 3° September 1999
Review of progress by David Miller and Richard Christou
Decision on implementation of outlets during w/c 20" and 27"
September 1999.
. Last Workshop
Pre-meetings of Release Authorisation Board and Acceptance Board
Planned date for Release Authorisation Board and Acceptance Board
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IN WITNESS WHEREOF this Supplemental Agreement has been executed on behalf of the
Parties as follows:-
Signed by
for and on behalf of
POST OFFICE COUNTERS LTD
in the presence
GRO
KEITH BAINES
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