FUJ00234786 - Fujitsu Report on Clauses & Version History - Last Updated 20 April 2021 (V14.0)

Evidence on official site

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Version History

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

2.0 24/01/07 Baseline copy of v1.5

3.0 06/07/07 Baseline copy of v2.3

4.0 14/04/08 Baseline copy of v3.2

5.0 23/02/09 Baseline copy of 4.1

5.1 13/05/09 Applying changes as per CCN1258

5.2 19/05/09 RPI Increases for 2009

5.3 12/06/09 Applying changes as per CCN1252a

5.4 Moving contents page to front of Clauses
section

6.0 07/07/09 Moving all schedules to v6.0 as agreed with
Fujitsu

6.1 22/12/09 Applying changes as per CCN 1269

6.2 23/12/09 Applying changes as per CCN 1268

6.3 30/03/10 Applying Changes as per CCN 1276a

6.4 01/04/10 Applying changes as per CCN1270 and
CCN1277

6.5 23/04/10 Applying RPI increase for 2010

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Applying changes as agreed in CCN1294d,
CCN1295a, CCN1296, CCN1303 and
CCN1302a

9.0 13/01/14 Applying changes as per
CCN1349,CCN1317,CCN1322b,CCN1343
and CCN1400)

10.0 10/09/15 Applying changes as per CCN1405,
CCN1415, CCN1421a, CCN1426 and as

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subsequently amended in this CCN1506 and
moving all Schedules to V10.0 in accordance
with CCN1506

31/03/16

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

12.0

03/07/2017

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

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

14.0

20/12/2021

Updating as per CCN1655a, CCN1623b,
CCN1648b, CCN1649f, CCN1672a,
CCN1674a, CCN1678, CCN1700 and moving
all Schedules to v14.0

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20.

21.

22.

23.

CONTENTS

Clause Removed by CCN1648b

Preferred Systems Integrator and Systems Integration Partnership

Governance

Change Control

Development and documentation of HNG-X
Associated Changes

Migration and Implementation

Performance of HNG-X Services
Infrastructure

Performance of Services - General

Training

Changes to Services

Documentation

Consumables - Clause removed by CCN1616b
Service Standards

Security

Service Levels

Service Level Remedies

Health and Safety Hazards

Policies and Standards

Charges

Payment

Gain Share

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20

20

20

21

24

24

25

25

26

26

26

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24. Open Book

25. Audit

26. Ownership of Assets

27. Intellectual Property Rights

28. Intellectual Property Rights owned by Fujitsu Services
29. Intellectual Property Rights owned by Post Office
30.

31.

32. Riposte 32 and WebRiposte Software
33. Data

34. Intellectual Property Rights Indemnities
35. Use Of Services and Infrastructure

36. Damage to Physical Property

37. Damage to Plant, Tackle and Tools

38. Access to Post Office Premises

39. Post Office Responsibilities

40. Fujitsu Services' Personnel

41. Fujitsu Services’ Key Personnel

42. Injury to Persons; Loss of Property

43. Liability

44. Limitation of Liability

45. Insurance

46. Term

47. Termination

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

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

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26

27

29

30

31

32

34

48

51

52

61

69

69

70

70

71

77

77

78

79

86

90

90

91

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48.

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

Expiring Service

49.

50.

51.

82.

53.

54.

55.

56.

57.

58.

59.

60.

61.

62.

63.

64.

65.

66.

67.

68.

69.

70.

71.

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

Relationship of Parties
Publicity

Communications & Notices
Transfer and Sub-Contracting
Non-Solicitation

Force Majeure

Confidentiality

Remedies Cumulative
Discrimination

Export

VAT

Guarantee

Interpretation

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

Dispute Resolution Procedure

Law and Jurisdiction

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95

100

101

101

101

101

101

101

102

103

103

106

106

108

411

111

111

111

112

112

113,

114

114

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72. Entire Agreement
73. Revising the Agreement to reflect matters agreed in CCNs.

74. Removed by CCN1672a

75. TUPE

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114

114

115

115

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Schedule 1

Schedule A1

Schedule A2

Schedule A3

Schedule A4

Schedule AS

Schedule A6

Schedule B1.1

Schedule B1.2

Schedule B1.3

Schedule B2

Schedule B3.1

Schedule B3.2

Schedule B3.3

Schedule B3.4

Schedule B4.1

Schedule B4.2

Schedule B4.3

Schedule B4.4

Schedule BS

Schedule B6.1

Schedule B6.2

Schedule B6.3

Schedule C1

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SCHEDULES

Interpretation
Preferred Systems Integrator
Governance
Change Control
Policies and Standards
Post Office Responsibilities

Clause Removed by CCN1648b
Development Services
Systems Integration Partnership
Branch Hardware Implementation Services
Business Continuity
HNG-X Services
Business Capabilities and Support Facilities
HNG-X Central and Telecommunications Infrastructure
Branch Infrastructure
Licenses

Clause Removed by CCN1648b

Clause Removed by CCN1648b

Clause Removed by CCN1648b

Clause Removed by CCN1648b
HNG-X Business Requirements
HNG-X Design and Build
HNG-X Acceptance Process

Service Level Principles and Remedies

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Schedule C2

Schedule C3

Schedule D1

Schedule D2

Schedule D3

Schedule D4

Schedule DS

Schedule D6

Schedule D7

Schedule D8

Schedule E

Schedule F

Schedule G

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Sub-contractors

Licences

Charges

Ordering, invoicing and payment
Gain share

Open Book

Audit

Market Testing

Migration Charges

HNG-X and Associated Change Development Charges
Termination and the Exit Plan

Key Objectives of the Towers Model, Fujitsu
Collaboration Requirements and Responsibilities

Fujitsu Support Applications and Specified Third Party
Software
CONFIDENTIAL

THIS AGREEMENT is made the 28th day of July, 1999

BETWEEN:

(1)

(2)

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

Fujitsu Services Limited whose registered office is at 22 Baker Street, London W1U
3BW ("Fujitsu Services").

RECITALS

WHEREAS:

(A)

(C)

(D)

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

The Codified Agreement came into effect on 28 July 1999;

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

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

The Parties have agreed to the extension of the term of, and the making of certain
further changes to, the Codified Agreement with the aim of achieving, inter alia, the
following joint objectives (the “Joint Objectives”):

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

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

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

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

(e) improved joint working practices and the introduction of a new systems
integration relationship involving the pursuit of opportunities for both
Parties to share the benefits of any cost reduction initiatives through a
new Systems Integration Partnership ;

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(f) the maintenance and enhancement of the customer relationship between
Fujitsu Services and the Post Office so that the Post Office remains as a
key referenceable customer for Fujitsu Services; and
(g) the provision to Post Office of information relating to and/or access to

(H)

(I)

(kK)

new technology, concepts and techniques developed by the Fujitsu
Services Group where such information or access would be relevant to
and capable of application to the Services;

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

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

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

On 10 September 2015 the Parties signed CCN1500a which made certain changes to
the Codified Agreement to reflect Post Office's need to extend the Agreement to enable
transition of the Services to a new Towers Model. Under CCN1500a, the Codified
Agreement was extended for a transitional period until 31st March 2018, with certain
Services due to expire on 318 March 2016 and 31% March 2017 (unless otherwise
extended through the Change Control Procedure), to enable Post Office sufficient time
to transition to the Next Suppliers.”

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

On March 9th , the Parties signed CCN1638 in order to make certain changes to the
Codified Agreement in order to implement an updated service delivery framework,
attached hereto as Schedule I.

On 30th April 2021 the Parties signed CCN1700 which made certain changes to the
Codified Agreement and the expiration date for the Codified Agreement was extended to
31st March 2024. The Terminating Services shall cease on 31st March 2023 as set out
in the Codified Agreement (save where terminated early in accordance with the terms of
this Agreement) with all Continuing Services continuing until 31st March 2024 (unless
otherwise extended).

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NOW THEREFORE IT IS HEREBY AGREED as follows:

24

22

2.3

3.1

3.2

PART A: RELATIONSHIP
Clause Removed by CCN1648b
Preferred Systems Integrator and Systems Integration Partnership
It is Post Office's present intention to confer upon Fujitsu Services the role of Preferred
Systems Integrator with a wider scope of operation than the Infrastructure and with the
potential to include all Relevant IT Systems in that scope. The role of the Preferred
Systems Integrator and the manner and timing of its appointment are set out in further

detail in Schedule A1 to this Agreement.

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

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

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

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

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

Change Control
Save as expressly provided otherwise in any provision of this Agreement, this Agreement

may only be amended in accordance with the Change Control Procedure set out in
Schedule A3.

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5.1

5.2

5.3

5.4

5.5

5.6

PART B: SERVICES
Development and documentation of HNG-X

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

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

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

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

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

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

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

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

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

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

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6.1

6.2

8.1

8.2

8.3

9.1

9.2

10.1

10.2

be construed generically to mean a new operating system intended to replace NT and
the provider of that operating system respectively.

Associated Changes

Clause Removed by CCN1648b
Clause Removed by CCN1648b
Migration and Implementation
Removed by CCN1648b
Performance of HNG-X Services
Removed by CCN1648b .

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

Clause Removed by CCN1648b
Infrastructure
Removed by CCN1648b .

The Infrastructure over which the HNG-X Services shall be provided shall be the HNG-X
Service Infrastructure as described in Schedule B3.3.

Performance of Services - General

Fujitsu Services shall:

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

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

Subject to Clause 10.8, Fujitsu Services shall, throughout the term of this Agreement,
provide all HNG-X Services (except any terminated in accordance with Clause 47.10 or
which expire in accordance with Clause 46.3) in accordance with the terms of this
Agreement. Subject to Clause 10.3 and provided the limit on the number of Counter
Positions specified in Part 1 of Annex A to Schedule D1 is not exceeded, where an HNG-
X Service is to be provided at a Counter Position, it shall be capable of being provided at
such Counter Position.

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10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

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

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

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

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

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

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

As part of its strategic platform modernisation programme, Post Office intends to engage
a third party cloud provider to host the HNG-X Application and progressively replace the
components of the HNG-X System. It is acknowledged by the Parties that Post Office is
responsible for implementing its strategic modernisation programme but may request
support from Fujitsu Services by agreement in accordance with the Change Control
Procedure.

Subject to clause 10.12, in relation to the Payment and Banking Service, Fujitsu Services
shall carry out the activities detailed in Appendix 1 (Migration Plan) of Schedule I6 to
support Post Office with the Payment and Banking Pilot and roll-out of the Payment and
Banking Solution to the Post Office branches in accordance with the schedule agreed by
the Parties pursuant to Appendix 1 (Migration Plan) of Schedule I6 or as otherwise agreed

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in writing between the Parties. Following successful completion of the Payment and
Banking Pilot, roll-out shall commence. Fujitsu Services shall work with Post Office during
the Early Life Support phase so that the Payment and Banking Service achieves Payment
and Banking Acceptance.

10.11 PCI DSS Certification and Security for the Payment and Banking Service.

10.11.1For the purpose of delivering the Payment and Banking Service only, Fujitsu

Services shall procure that its Subcontractor, Ingenico:

(a) abides by the certification rules of the PCI DSS standard in effect from time
to time;

(b) will obtain and provide a copy to Post Office by 31 January 2021AA of- the
following certifications (the “PCI Certifications”): (i) the PCI DSS Level 1
Service Provider attestation of compliance for the Payment and Banking
Service only; and (ii) the PCI P2PE Attestation of Validation for the Axis
Managed Payment Service Solution;

(c) keeps the PCI Certifications up-to-date, at its cost, for the remainder of the
term of this Agreement;

(d) provides a copy of its most recent attestation of compliance and attestation
of validation of the PCI Certification on request from Post Office; and

(e) notifies Post Office immediately if at any time during the term of this
Agreement it is not, or suspects it will not, be compliant with the PCI DSS
standard in effect (or any changes due to come into effect).

Should Post Office request that Fujitsu Services’ Sub-Contractor, Ingenico,
implements any higher standard than the PCI DSS standards, this will be
completed though the Change Control Procedure.

10.11.2 Within this context, and according to the PC] DSS recommendations, Fujitsu

Services shall procure that its Subcontractor, Ingenico, shall set up and regularly
and thoroughly test the security devices which aim to:

a) protect PBS Data integrity and confidentiality; and

b) ensure that PBS Data is not lost, destroyed, altered or disclosed (without
the proper authorisation) for the agreed retention period of fifteen (15)
months.

Fujitsu Services shall procure that its Subcontractor, Ingenico, shall maintain
security procedures (which may be changed at any time to maintain the
required level of security) to protect the PBS Data in its custody.

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10.11.3 Fujitsu Services shall procure that its Subcontractor Ingenico, maintains the
security of Cardholder Data that Ingenico on behalf of Fujitsu Services as the
service provider of the Payment and Banking Services, possesses or otherwise
stores, processes or transmits on behalf of Post Office or to the extent that
Ingenico could otherwise impact the security of the Cardholder Data Environment
(CDE).

10.12 Atthe 18th January 2021, the World Health Organisation (WHO) has declared a pandemic
in relation to the COVID-19 virus (the “Pandemic”). Due to the Pandemic, national and
local governments in the countries where the Fujitsu Services teams are based have
adopted or may in the future, in relation to the Pandemic or other pandemic or epidemics
declared by the World Health Organisation, adopt restrictive working practices, including
but not limited to:

(a) mandating that office workers work from home;

(b) closing certain businesses;

(c) reducing capacity in offices;

(d) implementing social distancing;

(e) reducing or restricting access to public transport; and/or
(f) closure or reduced access to schools,

as may be published by relevant governmental authorities from time to time, in each
case to the extent that they are relevant to the delivery of the Payment and Banking
Service and roll-out of the Payment and Banking Solution to the Post Office branches in
accordance with Appendix 1 (Migration Plan) of Schedule I6 (the “Restrictive Working
Practices”).

The Parties acknowledge the possibility that key personnel of Fujitsu Services engaged
in the delivery of the Payment and Banking Service and roll-out of the Payment and
Banking Solution to the Post Office branches in accordance with Appendix 1 (Migration
Plan) of Schedule 16 and may be unable to perform their duties as a result of them ora
member of their household having the COVID-19 virus or any other virus caused as part
of any other virus which is declared to be a pandemic or epidemic by the World Health
Organisation (“Relevant Illness”). The Parties therefore agree that any timelines,
Service Levels or other obligations under this Payment and Banking Service are subject
to the following provisions:

(a) During any period during which Restrictive Working Practices are in place (“the
Relevant Period”), Fujitsu Services will use all reasonable endeavours to
mitigate any adverse impact of any Restrictive Working Practices, or Relevant
Illness, on the Payment and Banking Pilot, roll-out of the Payment and Banking
Solution, Service Levels or any other relevant obligations in relation to the
Payment and Banking Service and will implement specific measures to support
this, including enabling employees to work from home where practical. Fujitsu
Services will follow any applicable government guidance in relation to the
specific measures that it implements.

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(b) Fujitsu Services shall, on a monthly basis (or more frequently where Post Office

(c)

(d)

deems it necessary to remedy an immediate or ongoing impact to the Payment
and Banking Services) as part of the Payment and Banking Service review
meetings, provide an update on any relevant new Restrictive Working Practices
introduced since the prior project review meeting and an update on any
potential impact of any Restrictive Working Practices, or any Relevant Iliness,
‘on the delivery of the Payment and Banking Service and roll-out of the Payment
and Banking Solution and, such updates to be recorded in the minutes of those
meetings. Fujitsu Services shall notify Post Office as soon as reasonably
possible and in any event within two (2) Business Days of it becoming aware of
any likely delay in achieving any milestone or trigger date set out in or agreed
pursuant to this Agreement or impact on the Payment and Banking Service
(including without limitation in relation to the Service Level Targets), identifying
in such notice the relevant affected milestone, trigger date or obligation (a
“Notice of Impact”).

Following receipt by Post Office of any Notice of Impact, the Parties will:

(i) urgently convene a meeting to discuss the cause, length and impact on
delivery of the Payment and Banking Pilot, roll-out of the Payment and
Banking Solution and/or on Payment and Banking Service SLTs. Fujitsu
Services shall also detail the mitigation measures it has put in place
and steps taken to try and avoid the impact. These discussions shall all
be recorded in minutes of the meeting taken and issued by Fujitsu
Services (the “Minutes”). Post Office shall have five (5) days to provide
any feedback on the Minutes, which will be reasonably considered by
Fujitsu Services and where necessary updated Minutes will be issued;
and

(ii) urgently discuss in good faith any extensions of relevant timelines for
Payment and Banking Pilot or roll-out or for failing to achieve the
Payment and Banking Service SLTs or relaxation of other obligations
set out in the Notice of Impact, and these shall be agreed in
accordance with the Change Control Procedure.

Fujitsu Services shall not be liable for liquidated damages (payable in
accordance with clause 18 (Service Level Remedies)) for any delay or failure to
meet a Payment and Banking Service Level Target:

(i) for the month in which Fujitsu Services provides a Notice of Impact to
Post Office; and

(ii) where the circumstances outlined in the Notice of Impact continue for a
period that includes more than one (1) calendar month, for the month
following receipt of the Notice of Impact,

in each case where such delay or failure is caused by Restrictive Working
Practice(s) or Relevant Illness that impacts Fujitsu Services or its
Subcontractor, Ingenico, provided that: (a) Fujitsu Services provides the Notice
of Impact to Post Office in accordance with the timescales set out above, (b)
Fujitsu Services has used, and continues to use, all reasonable endeavours to

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mitigate the impact of the relevant Restrictive Working Practice(s) or Relevant
Illness, and (c) Fujitsu Services uses commercially reasonable efforts to
continue to provide the Payment and Banking Service and perform its other
obligations under this Agreement without disruption or interruption of the
Payment and Banking Services or degradation in the other Service Level Target
at no additional cost to Post Office.

10.13 Suspension of Payment and Banking Service

10.13.1 Subject to Fujitsu Services’ compliance with Clause 10.13.2, Fujitsu Services may
suspend the delivery of the Payment and Banking Service at any time, without liability to
Post Office, in the following circumstances:

(a) Fujitsu Services legitimately thinks, acting in accordance with Good
Industry Practice, that the Ingenico Software, Ingenico Central Platform and/or
Payment and Banking Solution is at risk of, or is undergoing, a major attack (in
particular, an attack by hackers or a virus);

(b) Post Office, or any of its employees or contractors, engage in suspected
fraudulent or unauthorised use impacting a significant proportion of the Service
and/or Solution; and/or

(c) Fujitsu Services is required to comply with an order, an injunction or a
request from a regulator, a court, the police or any other competent authority.

10.13.2 Fujitsu Services shall: (a) ensure any suspension of the delivery of the Payment
and Banking Service is reasonable and proportionate in the circumstances (in
terms of the risk posed and impact of a suspension, the extent of the Services or
part of the Services suspended and the duration of such suspension); (b) ensure
that Post Office is treated no less favourably than other customers of Ingenico
that are affected by the matter that has given rise to the suspension; (c) use
reasonable endeavours to provide as much advance notice as is reasonably
possible in the circumstances prior to suspension (and Post Office acknowledges
that it may not be possible for any notice to be provided in certain circumstances);
(d) throughout the period of suspension, update Post Office on a regular basis
(with the regularity to be reasonably assessed on the urgency or scale of the
suspension); and (e) use best endeavours to resolve, or provide assistance to
Post Office as required to resolve, the grounds for suspension as soon as
reasonably practicable to the extent that such grounds for suspension relate to a
Fujitsu Services’ systems or scope of responsibility. Where the grounds for
suspension relate to any Post Office or Post Office third party systems or
infrastructure or in the case of Clause 10.13.1(b) then the Parties will work
together in good faith as required to attempt to resolve the grounds for
suspension as soon as reasonably practicable.

10.14 Post Office acknowledges that some of the hardware and software Fujitsu Services
utilised to deliver the Services is either at the end of its service life or about to become
end of service life and it is the responsibility of Post Office to procure replacements to
such hardware and software where this is requested by Fujitsu Services in its rolling 12-

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10.15

12.1

12.2

12.3

month EOSL Roadmap. Where Fujitsu Services identifies a need for such a replacement
in the EOSL Roadmap, Fujitsu Services shall discuss with Post Office at the quarterly
end of service life review whether there are alternatives to replacing the hardware and/or
software, such as procuring uplifted vendor support in respect of the relevant hardware
or software, Post Office shall promptly (and in any event within ten (10) Working Days of
the quarterly end of service life review) choose to either:

(a) as applicable, procure the replacement to, the relevant hardware or software;

(b) subject to clause 10.15, accept the risk of potential degradation of the
Operational Services by either: (i) rejecting such replacement; or (ii) electing
to implement an agreed alternative.

Where a degradation of the Operational Services arises out of an end of service life issue
on the hardware or software which has been identified to Post Office in the EOSL
Roadmap and which Post Office has chosen not to replace, Fujitsu Services shall have
no liability for such degradation in the Operational Services to the extent that it relates to
limitations in the standard support that the hardware or software vendor is no longer
providing

Training

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

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

Changes to Services

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

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

Removed by CCN1623b

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12.4 Removed by CCN1623b

13. Documentation

13.1 Fujitsu

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

Documentation, Specially Written Documentation and Developed Documentation at no
additional charge.

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

14. Consumables - Clause removed by CCN1616b

PART C: QUALITY OF SERVICE

15. Service Standards

15.1 Fujitsu Services undertakes that:

15.1.1

15.1.2

15.1.3

15.1.4

15.1.5

15.1.6

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

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

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

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

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

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

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15.2

16.1

16.2

16.3

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

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

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

15.1.10 Clause removed by CCN1616b

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

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

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

Security

Except in relation to the security of the Post Office Cloud as detailed in Clause 16.7,
Fujitsu Services shall deliver and continue to provide a secure system in respect of all
transactions which, as far as this Agreement requires, eliminates, to the extent possible,
the potential for any fraud or unauthorised disclosure of data and provides detection
procedures and significant barriers to attacks from internal conspiracy and collusion to
defraud Post Office.

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

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

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16.4

16.5

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

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

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

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

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

Notwithstanding any other provision in this Agreement to the contrary:

16.5.1 Fujitsu Services shall not be responsible for the accuracy, completeness, validity
or integrity of any data (including, without limitation, and Personal Data) in relation
to the POL FS Data or the POLSAP Data.

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

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

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

(together “POL FS Data’);

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

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

save to the extent that:

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

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

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

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

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

System; or

16.6.1.2 produced by the Infrastructure and held on the POL MI System,

(together “POL MI Data”);

16.6.2

16.6.3

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

manipulating or processing any POL MI Data,

save to the extent that:

16.6.4

16.6.5

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

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

16.7 Post Office shall maintain, and shall procure that the Post Office Cloud Service
Providers maintain, the security of the Post Office Cloud and all Post Office Data hosted
on the Post Office Cloud in a manner consistent with Good Industry Practice.

16.8 Fujitsu Services shall not be responsible for any Losses suffered by Post Office or any
member of the Post Office Group as a result of:

16.8.1

16.8.2

any unauthorised third party access or hacking (whether or not constituting
an offence under the Computer Misuse Act 1990) to the Post Office Cloud or
the Post Office Service Environment (which is gained through the Post Office
Cloud); or

any failure by Post Office to maintain (and/or to procure that its Post Office
Cloud Service Providers maintain) the security of the Post Office Cloud and
the Post Office Data in accordance with Clause 16.7.

16.9 The exclusions in Clause 16.8 shall not apply where such Losses arise as a result of
unauthorised access or hacking (whether or not constituting an offence under the
Computer Misuse Act 1990) to the Post Office Cloud or the Post Office Service
Environment (which is gained through the Post Office Cloud) which is directly caused

by:

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18.1

18.2

18.3

18.4

16.9.1 Fujitsu Services not complying with its security obligations set out in this
Agreement in respect of the HNG-X Application;

16.9.2 Fujitsu Services not complying with the applicable obligations as an end user
of the Post Office Cloud, as set out in the contract between Post Office and
the Post Office Cloud Service Provider and provided in Paragraph 1.2 of
Schedule C3; or

16.9.3 a breach of Fujitsu Services’ obligations under this Agreement or Applicable
Law caused by Fujitsu Services’ negligence

Service Levels

Subject to Clause 10.14, the HNG-X Services provided by Fujitsu Services pursuant to
this Agreement shall be provided so as to achieve the Service Levels referred to in
Schedule C1.

Service Level Remedies

In the event that the Services fail to meet the Service Levels set out or referred to in
Schedules C1 or 16, Fujitsu Services shall pay Post Office liquidated damages (such
payment to be in the form of credit notes unless Post Office directs otherwise) calculated
or determined in accordance with Schedules C1 or I6 (as applicable) and paid pursuant
to Schedule D2.

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

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

Without prejudice to Clause 47.2, paragraph 7 of Schedule C1:

18.4.1 liquidated damages and/or any other amounts specified in this Agreement
payable by Fujitsu Services in respect of any LDT failure (save to the extent that
LDT failure is also an ARL failure in which case and to such extent Clause 18.4.2
shall apply), whether that LDT failure occurs at, above or below the corresponding
SLT, shall be Post Office's exclusive remedy in respect of any failure of that LDT
and/or SLT; and

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

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19.

19.1

19.2

19.3

20.

20.1

Health and Safety Hazards

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

Post Office shall notify Fujitsu Services of any known health and safety hazards which
may exist or arise at the Post Office Premises owned by or leased to Post Office and
which may affect Fujitsu Services. Fujitsu Services shall draw these hazards to the
attention of its employees and sub-contractors or any persons engaged by Fujitsu
Services in the performance of this Agreement at such Post Office Premises.

Fujitsu Services shall inform all persons engaged in the performance of this Agreement
at the Post Office Premises owned by or leased to Post Office of all such hazards and
shall instruct such persons in connection with any necessary associated safety measures.

Policies and Standards
Each of the Parties shall comply with the obligations imposed on it by Schedule A4.

The Parties agree that provision of the Payment and Banking Services by Fujitsu Services
does not require Fujitsu Services or its Sub-Contractor, Ingenico, to be authorised by the
Financial Conduct Authority. In the event that, due to changes in law or regulation,
provision of the Payment and Banking Services does require Fujitsu Services or its Sub-
Contractor, Ingenico, to be authorised by the Financial Conduct Authority or any
equivalent successor authority (a “Regulatory Change”), then Fujitsu Services shall notify
Post Office of such Regulatory Change and the Parties shall meet to discuss the
Regulatory Change. Thereafter Fujitsu Services shall be entitled to terminate the
Payment and Banking Services without liability on at least twenty four (24) months' notice
(or, where the Regulatory Change is to take effect on less than twenty four (24) months’
notice, as much notice as possible prior to the Regulatory Change taking effect), such
notice to continue to be effective notwithstanding the termination or expiry of this
Agreement, any novation of the Ingenico Agreement to Post Office or any approved Post
Office nominee, and Fujitsu Services serving a notice to terminate the Ingenico
Agreement. In the event that Fujitsu Services agrees to continue to provide Payment and
Banking Services under the Agreement after the date that the Regulatory Change comes
into effect, Post Office will be responsible for the costs and expenses of Fujitsu Services
or its Sub-Contractor, Ingenico, implementing the Regulatory Change including, obtaining
and maintaining such authorisation by the Financial Conduct Authority. If, at the time that
the Regulatory Change takes effect, Fujitsu Services or its Sub-Contractor, Ingenico, is
providing services to third parties that also require such authorisation, then Post Office
shall only be responsible for a proportion of the costs of obtaining and maintaining such
authorisation pro-rated to the number of third parties receiving such services from Fujitsu
Services or its Sub-Contractor, Ingenico

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PART D: REWARD
21. Charges
21.1 Post Office shall pay to Fujitsu Services the Charges set out in Schedules D1, D7 and D8

21.2

21.3

22.

22.1

22.2

23.

24.

24A

and any other charges provided for in this Agreement or agreed under a Work Order.
Clause removed by CCN1616b

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

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

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

Gain Share

The provisions of Schedule D3 shall apply.
Open Book

The provisions of Schedule D4 shall apply.
Market Testing

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

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

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

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25.

25.1

25.2

25.3

25.4

25.5

25.6

25.7

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

Fujitsu Services shall grant or procure the grant to Post Office, any statutory or regulatory
auditors of Post Office and their respective authorised agents the right of reasonable
access to the Records and shall provide all reasonable assistance at all times for six
years after the creation of the relevant Records (except in relation to Records created
delivering the Payment and Banking Service which shall only be available for fifteen (15)
months from creation of the Record) for the purposes of carrying out an audit of Fujitsu
Services' compliance with this Agreement including all activities, Charges, performance,
security and integrity in connection therewith. Each Party shall bear its own expenses
incurred pursuant to this Clause. On termination of the Agreement, Partial Termination,
expiry of the Agreement or expiry of an Expiring Service, Fujitsu Services shall within a
reasonable time to be agreed by the Parties, transfer the Records to Post Office or a Next
Supplier, as instructed by Post Office. Following settlement of all Charges due and
payable under this Agreement, Fujitsu Services shall be released from any further
liabilities under this Clause 25.2 in relation to such Records.

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

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

The Parties shall comply with the provisions of Schedule D5.

All information obtained by Post Office or Post Office's Agents pursuant to this Clause 25
and Schedule D6 shall be treated as Confidential Information.

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

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25.8

25.9

25.10

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

Without prejudice to Clause 25.3, the Court Case Support Services shall comprise:
25.9.1 the provision of copy reports;

25.9.2 the provision of data (including transaction data, event logs, helpdesk call logs,
non-polled data and remuneration data) where such data is held by or in the
control of Fujitsu Services;

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

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

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

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

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

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

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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.

PART E: OWNERSHIP OF ASSETS AND INTELLECTUAL PROPERTY RIGHTS

26. Ownership of Assets
26.1 — Infrastructure

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

26.1.2 Clause removed by CCN1616b.

26.2 Branch Hardware
With effect from 15 April 2015 title to Branch Hardware previously owned by Fujitsu
Services transferred to the Post Office on the date(s) stipulated in the Asset Transfer
Agreement.

26.3 Clause removed by CCN1610
26.3.1 Not Used
26.3.2 Not Used

26.4 Clause removed by CCN1616b
Clause removed by CCN1616b

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

Office Data.

26.6 NoLien

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

27. Intellectual Property Rights

27.1. The ownership and, where applicable, licensing of the following Intellectual Property
Rights and the Intellectual Property Rights in the following categories of documentation,
software or other things are set out in Clauses 28 (IPRs owned by Fujitsu Services), 29
(IPRs owned by Post Office), 30 (IPRs licensed by Fujitsu Services or a third party to Post
Office) and 31 (IPRs licensed by Post Office or a third party to Fujitsu Services):
27.1.1 Listed Documentation;
27.1.2 Fujitsu Services Software;
27.1.3 Specially Written Software;
27.1.4 Specially Written Documentation;
27.1.5 Developed Documentation;
27.1.6 Horizon Design Documentation;
27.1.7 Horizon Materials;
27.1.8 Internal Code;
27.1.9 Horizon Third Party Software;
27.1.10 Third Party Items;
27.1.11 Post Office Foreground IPR;
27.1.12 Licensed IPR;
27.1.13 Fujitsu Background IPR;
27.1.14 Post Office Background Materials; and
27.1.15 Deposited Software.

General

27.2 Except as explicitly stated herein, nothing in this Agreement shall transfer ownership of

or grant licences (including rights under patents) of any pre-existing or independently
developed Intellectual Property Rights of either Party.

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27.3

274

275

27.6

27.7

28.

28.1

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

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

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

Fujitsu Services warrants and represents that:

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

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

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

Intellectual Property Rights owned by Fujitsu Services

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

28.1.1 the Intellectual Property Rights in Fujitsu Developed Documentation, Fujitsu
Services Software, Internal Design Documentation, Listed Documentation
Internal Code and the Ingenico Central Platform, the Payment and Banking
Solution and the Ingenico Software;

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29.

29.1

29.2

29.3

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

28.1.3 Fujitsu Background IPR; and
28.1.4 Licensed IPR,

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

Intellectual Property Rights owned by Post Office

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

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

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

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

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

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

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

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29.4

29.5

29.6

required to enable Post Office or any member of the Royal Mail Group (as the case may
be) to obtain registration or other protection in respect of such Intellectual Property Rights
or (if necessary) to vest ownership of such Intellectual Property Rights in Post Office or
any member of the Royal Mail Group.

All Intellectual Property Rights created by Fujitsu Services, any member of the Fujitsu
Services Group or any HNG-X Sub-contractor (or, in relation to any work referred to in
Clause 29.4.2, any Sub-contractor of Fujitsu Services who carries out that work) in
relation to:

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

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

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

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

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

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

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

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

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29.7

30.

30.1

30.2

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

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

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

For the purposes of Table 1:

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

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

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

forms an integral part;

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

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

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

30.2.6 "Third Party Use" means:

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

30.2.7

30.2.8

30.2.9

engage a third party to Use,

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

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

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

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

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

IPR, software or document Licence characteristics, rights and restrictions
category
o ° iy
o iS
E 2 i 612 Flels
#158 . 2 618 I S12) 8 2 8
si2isi3i 8) 2)e13 ele] 8I/#/2/ 8] 2
$\2IsiIeis 213 >I 2\2)2/)2)é@lsi8I§
SI 2/sleIsI21813leie 2/8116 1 so 2
Pl Sl ELE El El elslclzlelclgaleleielelele
Rislel ei 2 2 se 2 esiele e 2) 2 Ge ae) «
Listed Documentation v viv v viv viv v
Fujitsu Services Software v v v v v v viv
Fujitsu Developed v v v v v
Documentation
Internal Code v viv v viv v viv
Licensed IPR v v viv v viv
Fujitsu Background IPR viv v viv v

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30.4

30.5

30.6

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

IPR owned by Third Parties

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

In consideration of the payment of the relevant Charges:

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

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

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

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

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

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

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

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

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

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

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30.7

30.8

30.9

30.10

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

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

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

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

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

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

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30.11

30.12

30.13

30.14

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

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

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

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

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

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

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

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

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

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

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

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

30.15 Use of Internal Design Documentation and Specially Commissioned Design
Documentation

30.15.1 Subject to Clause 30.15.2, Post Office and a third party engaged by Post Office including
but not limited to any bona fide potential Next Suppliers (in particular during any tender,
due diligence or implementation process) where reasonably required (i) to comply with
the Public Contracts Regulations 2006 (in particular without limitation Regulation 4(3))
and (ii) by Post Office for a Design Purpose, shall be entitled to have access to and use
Horizon Design Documentation.

30.15.2 Post Office agrees:

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

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

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

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

Deposited Software

30.16 Fujitsu Services shall place the Source Code of the Deposited Software in escrow with a
reputable escrow company agreed upon by the Parties (if the Parties are unable to agree
then the escrow company shall be NCC), on the basis of the appropriate standard
agreement or on such other terms as Post Office, Fujitsu Services, the third party licensor
(if applicable) and the escrow company shall agree (each such agreement, a “Source

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30.17

30.18

Code Escrow Agreement") such terms, unless the parties agree and record otherwise in
their Source Code Escrow Agreement, to be consistent with Post Office's rights under
Clauses 48.7 to 48.13.

Without prejudice to the generality of Clauses 48.7 to 48.13, Fujitsu Services hereby
grants to Post Office a perpetual, royalty-free and non-exclusive licence (which shall
(subject to Clause 30.11) be irrevocable) to Use, reproduce, modify, adapt and enhance
(and to authorise a third party to Use, reproduce, modify, adapt and enhance) the Source
Code version of the Deposited Software. However, the foregoing licence shall only
become effective if Post Office becomes entitled to obtain access to the Source Code
version of the Deposited Software pursuant to the Source Code Escrow Agreement
referred to in Clause 30.16 and the licence shall be subject to any restrictions contained
herein in respect of the object code version of the Deposited Software.

Miscellaneous Licence Provisions

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

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

30.18.2 The licence to use Listed Documentation granted under this Clause 30 does not authorise

any use or disclosure of the Listed Documentation in question which would constitute a
breach of the obligations of confidentiality contained in Clause 61 or any other obligations
of confidentiality which have been accepted by Post Office.

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

30.19

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

Licenses granted by Fujitsu Services

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In the event that the term of this Agreement is shortened following a declaration of
ineffectiveness pursuant to Regulation 98(2) of the Public Contracts Regulations 2015 SI
2015/102, then this Clause 30.19 shall lapse and have no effect.

30.19.1 By no later than 31% March 2023 Post Office shall pay to Fujitsu Services an IP Licence

Fee of £10,000,000 in accordance with Clause 30.19.5 unless Clause 30.19.2 applies
and the Termination Licence Fee has already been paid to Fujitsu Services. In
consideration of the payment of the IP Licence Fee by Post Office, Fujitsu Services grants
the licence in Clause 30.19.5.

30.19.2 In the event that termination of the Agreement by either Party takes effect prior to 31st

March 2023, then, on the date that the termination takes effect, Post Office shall pay to
Fujitsu Services the sum calculated in accordance with Clause 30.19.3 (the “Termination
Licence Fee”) in accordance with Clause 30.19.5. For the avoidance of doubt, where
termination of the Agreement takes effect prior to 318* March 2023 and Post Office has
paid Fujitsu Services the Termination Licence Fee pursuant to this Clause 30.19.2, it shall
not be required to make any further payment referred to in Clause 30.19 .1.

30.19.3 The Termination Licence Fee payable by Post Office pursuant to Clause 30.19.2 shall be

determined based on the date the termination of the Agreement takes effect (the
“Agreement Termination Date”) using the table below.

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Agreement Termination Date or (where

Termination Licence Fee

applicable) Termination Early Release Date

(whichever is the earlier)

From 1st April 2020 to 31st March 2021 £17,500,000
From 18 April 2021 to 31st March 2022 £15,000,000
From 1% April 2022 to 30" March 2023 £12,500,000

30.19.4 in the event that Post Office requires earlier access to the Horizon Software IPR and/or

Horizon IPR Materials (i.e. prior to 31S March 2023) as part of its re-procurement or
replacement of the Services similar to the services provided under this Agreement, Post
Office may raise a Change Request with Fujitsu Services setting out the specific access
it requires including where it requests such access to be extended to third parties.

30.19.5Post Office may request an invoice in respect of the IP Licence Fee by notice at any time

prior to 31st March 2023; failing which, Fujitsu Services shall invoice the IP Licence Fee
on 318 March 2023. Post Office shall pay the sum due to Fujitsu Services pursuant to
Clause 30.19.10r 30.19.2 (as applicable) within 30 days following receipt by Post Office
of an invoice raised in accordance with paragraph 10 of Schedule D2. All sums referred

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to above are exclusive of any applicable VAT, which where applicable shall be payable by
Post Office in addition to any sum in respect of which it is calculated.

30.19.5.1 Subject to receipt of payment by Fujitsu Services of the IP Licence Fee

or Termination Licence Fee (as applicable) and with effect from 1% April
2023, Fujitsu Services hereby grants to Post Office (such licence being
effective from and including the Licence Date) a non-exclusive,
perpetual, irrevocable, fully paid-up, worldwide licence under the
Horizon Software IPR, for the purpose of using, copying, modifying,
adapting, advancing and developing the Horizon Software, in both
object code and source code formats (and doing all other acts that
would otherwise amount to an infringement of the Horizon Software
IPR). Post Office shall be entitled to use, support, maintain, enhance,
modify and develop the Horizon Software for Post Office's and Post
Office's Affiliates’ business purposes only (which shall include, for the
avoidance of doubt but without limitation, the use of the Horizon
Software by or on behalf of British Forces Post Office and use of the
Horizon Software by or behalf of Post Office's franchisees and agents)
(the “Specified Purpose”), provided always that, for the avoidance of
doubt, Post Office and the Post Office Affiliates shall not otherwise
under any circumstances sell or transfer the Horizon Software to third
parties (other than to Post Office Affiliates) or otherwise market or
commercially exploit the Horizon Software by permitting third parties
(other than to Post Office Affiliates) to use the Horizon Software for their
own business purposes. Post Office shall ensure that any using,
copying, modifying, adapting, advancing or developing of the Horizon
Software during the Term shall not affect delivery of the Services by
Fujitsu Services. Fujitsu Services shall not be liable to Post Office for
any failure to perform or delay in performing its obligations under this
Agreement where such failure or delay has been caused by the Post
Office using, copying, modifying, adapting, advancing or developing of
the Horizon Software.

30.19.5.2 Post Office shall be entitled to sub-license its rights in and to the Horizon

(a)

(b)

Software through multiple tiers of sub-licensee without the prior written consent
of Fujitsu Services, provided that:

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

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

are consistent with the provisions of this Clause 30.19;

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

iii. without prejudice to any liability Fujitsu Services may have to
Post Office pursuant to this Clause 30.19 or as otherwise under
this Agreement or at law, ensure that Fujitsu Services shall have

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no liability whatsoever to any sub-licensee save for that which
cannot be excluded by law; and

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

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

(d) Except as expressly set out in this Clause 30.19.5.2, and without
prejudice to its right to sub-license, Post Office shall remain responsible
for all acts and omissions of all sub-licensees in relation to their use of
the Horizon Software as if such acts and/or omissions were Post Office's
own.

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

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

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

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

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

(c) any documents or other materials relating to the Horizon Software, which are
necessary to enable Post Office to use (and make such other use as is permitted
under this Agreement of) the Horizon Software and which are in existence at the
date of the expiry or termination of this Agreement,

(together, the “Horizon IPR Materials”).

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

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

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

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

30.19.9 Fujitsu Services shall indemnify on demand, and keep indemnified, Post Office, its
Affiliates and any sub-licensees from and against all damages, claims, losses, liabilities,
costs and/or expenses (including, without limitation, properly incurred legal expenses and
other advisers’ fees) incurred by Post Office, its Affiliates or any sub-licensees arising out
of and/or in connection with a claim made by a third party alleging that the use of the

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Horizon Software, and/or the documents or materials in which the Horizon Software IPR
subsists as provided by Fujitsu Services under this Agreement, or the doing of any other
act licensed under this Clause 30.19 in accordance with this Agreement, infringes or
otherwise misappropriates the Intellectual Property Rights or database rights of a third
party provided that Post Office promptly upon becoming aware of a claim which might
give rise to any liability on Fujitsu Services to indemnify Post Office under this Clause
30.19.9 Post Office will:

30.19.9.1 give written notice of the claim to Fujitsu Services;

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

30.19.9.3 at the expense of Fujitsu Services, give such reasonable assistance as may
reasonably be required by Fujitsu Services in the defence, settlement or
compromise of the claim; and

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

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

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

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

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

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

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

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

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

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

30.20. Right to use the Ingenico Software and the Web Merchant Interface
30.20.1. C3 Software

In consideration of the payment of the relevant Charges for the Payment and Banking
Service, Fujitsu Services hereby grants to Post Office as part of the provision of the
Payment and Banking Service and solely for the purpose of receiving the Payment and
Banking Service during the term of this Agreement (including any agreed Exit Period),
a non-exclusive, non-transferable licence to use the Ingenico Software at the location
where the Pin Pad is installed, only in relation to such Terminal and the associated
Counter Position, subject to the following limitations:

Post Office may only: (i) run and display the Ingenico Software on the PIN Pad and the
Counter Position and permit the use of Ingenico Software for all Transactions and
payments using the Pin Pad; and (ii) make a single backup copy of the Ingenico
Software on any medium (including optical or magnetic media). Post Office undertakes
not to copy, disassemble, translate, adapt, modify or decompile all or part of the
Ingenico Software. The Ingenico Software licence granted to Post Office shall terminate
upon the expiry of this Agreement or in the event of its termination for any reason
whatsoever. The licence granted under this clause 30.20.1 includes the right for Post
Office to authorise its supplier managing or integrating Post Office's infrastructure, to
use the Ingenico Software only as needed in order for Post Office to benefit from the
Payment and Banking Service. No other provisions in this Clause 30 shall apply to the
use of Ingenico Software

30.20.2 Web Merchant Interface

In consideration of the payment of the relevant Charges for the Payment and Banking
Service, Fujitsu Services shall grant to Post Office as part of the provision of the
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30.21

31.

34.41

31.2

Payment and Banking Service and solely for the purpose of benefiting from the Banking
and Payment Service during the term hereof (including any Exit Period), a right to
access the Web Merchant Interface to perform supervisory and PBS Transaction flow
statistics operations. The right to use the Web Merchant Interface will end upon the
expiry of this Agreement or in the event of its termination for any reason whatsoever. No
other provisions in this Clause 30 shall apply to the use of Web Merchant Interface.”

In relation to the Intellectual Property Rights pertaining to the Banking Solution Elements
created by Fujitsu Services and derived from Post Office’s funding under CWO230
(‘Banking IPR”):

30.21.1 All Intellectual Property Rights in the Banking Solution Elements shall vest on
creation on Fujitsu Services or its Subcontractors; and

30.21.2 Fujitsu Services and its Sub-contractors shall be restricted from re-using or
licensing to a third party such Intellectual Property in the United Kingdom for a
period of 12 months from the commencement date of PBS3, Commencement of
Payment and Banking Pilot, provided that no such restriction shall apply if Post
Office terminate this Agreement or the Payment and Banking Service for
convenience in accordance with Clause 47.2 or 47.10.2 (except where the
Fujitsu Services Subcontract agreement with Ingenico for the Payment and
Banking Service is assigned or novated to Post Office where required in
accordance with clause 48.1.2)

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

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

For the purposes of Table 2:

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

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

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

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

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31.2.5

31.2.6

31.2.7

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

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

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

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31.3

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

IPR, software or document
category

Licence characteristics, rights and restrictions

@
6 [o) 2 n
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2) sI 3 213) 6] 2
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2)5/ 5) 81 8 2) 2) 8) 8) 8 8) 84) a) 66
Specially Written Software v viv viviv v vivilv v v v
Specially Written v v viviv v vivilv v v v
Documentation
Post Office Developed v viv viv v Vviviv v v v
Documentation
Post Office Foreground IPR viviv viviv v vivivy v viv
Post Office Background viviv v viv v viviv v v

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

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31.4

32.

32.1

32.2

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

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

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

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

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

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

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

Riposte 32 and WebRiposte Software

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

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

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32.3

33.

33.1

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

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

Data
Post Office Data

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

33.1.2 Where Post Office Data resides in the Data Centres, Fujitsu Services shall
preserve the integrity of the Post Office Data once Fujitsu Services has received
such Post Office Data, shall prevent any corruption or loss of such Post Office
Data and shall comply with the validation procedures set out in the applicable
CCDs (relating to the Horizon Applications or the Business Capabilities and
Support Facilities) referred to in Schedule B3.2 as such procedures may be
updated and amended from time to time. Fujitsu Services shall not be liable for
any loss or corruption of Post Office Data nor for any failure to perform the
Services if it can prove that such loss or corruption or failure to perform the
Services was caused by Post Office Data which was lost or corrupted before
Fujitsu Services received it, and Fujitsu Services has complied with the validation
rules in relation to such Post Office Data. Where Post Office Data resides in the
Post Office Cloud, Fujitsu Services shall not, by act or omission, compromise the
integrity, corrupt or cause loss of the Post Office Data on the HNG-Application.
Where Post Office Data resides in the Post Office Cloud and Post Office Data is
lost or corrupted by the HNG-X Application then an Incident shall be raised and
Fujitsu Services shall carry out a root cause analysis in relation to the Operational
Services at no cost to Post Office which shall be managed in accordance with the
Major Incident Process as described in the CCD Service Management Service:
Service Description (SVM/SDM/SD/0007), and provide the results of such root
cause analysis to Post Office. Post Office shall be responsible for carrying out
recovery procedures for such lost or corrupt Post Office Data and Fujitsu Services
shall provide Post Office with all reasonable cooperation in carrying out such
procedures. Clause 33.1.3 shall not apply where the Post Office Data is corrupted
by the HNG-X Application in the Post Office Cloud.

33.1.3. In the event that the Post Office Data is altered, corrupted or lost in the course of
performing the Services (in breach of Fujitsu Services’ obligations under
Clause 33.1.2) Post Office shall have the option, in addition to any other remedies

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33.1.4

33.1.5

33.1.6

33.1.7

33.2 GDPR

33.2.1

that may be available to it either under this Agreement or otherwise, to elect either
of the following remedies:

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

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

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

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

Not Used.

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

(a) Post Office and Fujitsu Services acknowledge that for the purposes of the
interpretation) of this Agreement, Post Office is the Data Controller and Fujitsu
Services is the Processor of any Post Office Personal Data.

(b) Post Office shall:

(i) obtain delegated authority from each Third Party Data Controller
to appoint Fujitsu Services to process Post Office Personal Data
of that Third Party Data Controller on the terms dealing with such
processing set out in this Clause 33.2;

(ii) obtain delegated authority from each Third Party Data Controller so
that Fujitsu Services is entitled to appoint any of Fujitsu Services’
sub-contractors listed in Schedule C2 to process Post Office
Personal Data of that Third Party Data Controller;

(iii) to the extent reasonably possible, give at least 42 days’ prior notice
to Fujitsu Services of any New Personal Data, or, in the case of
Special Category Personal Data or Personal Data of a child, at
least 60 days' prior notice

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33.2.2

33.2.3

33.2.4

33.2.5

33.2.6

33.2.7

prior to the commencement by Fujitsu Services the processing of that Post Office
Personal Data

Where Post Office fails to obtain delegated authority to the full extent referred to
in Clause 33.2.1, subject to Clause 33.2.3, the Parties agree to co-operate with
each other and to execute such other additional agreements between them (and
if reasonably deemed necessary by Post Office and the relevant Third Party Data
Controller Post Office shall execute any other additional agreements between it
and any Third Party Data Controller)as may reasonably be required to enable
Fujitsu to process such Post Office Personal Data (in accordance with Data
Protection Law and with the applicable provisions of this Agreement).

Where Post Office fails to ensure that Post Office and Fujitsu Services have
delegated authority from each Third Party Data Controller to the full extent
referred to in Clause 33.2.1, or where the terms of Post Office's contract with a
Third Party Data Controller do not permit the Post Office Personal Data of that
Third Party Data Controller to be processed on the terms of this Agreement,
Fujitsu Services shall not be required to perform any additional obligations or any
reduced or modified obligations as a result of such failure or lack of permission
without Post Office obtaining the written permission of that Third Party Data
Controller to the extent such permission is required by the Data Protection
Legislation and Fujitsu Services’ agreement in accordance with the Change
Control Procedure.

All instructions given by Post Office to Fujitsu Services (on its own behalf as Data
Controller, or on behalf of any Third Party Data Controller) in respect of Post
Office Personal Data shall at all times be in accordance with the laws of the United
Kingdom.

Each Party shall comply with its obligations under the Data Protection Legislation.

Fujitsu Services represents and agrees that it shall only process Post Office
Personal Data in accordance with Post Office's instructions as set out in the
Agreement and in the Description of Data Processing and as provided in writing
by Post Office from time to time (including to delete, amend, transfer or rectify
Post Office Personal Data), unless Fujitsu Services is subject to an obligation
under Applicable Law (including Data Protection Legislation) of the European
Union to do otherwise, in which case it shall (unless prohibited by law on
important grounds of public interest) promptly notify Post Office in advance of that
legal obligation (to the extent permitted by law). Where such written instruction
impacts delivery of the Services or the cost associated with delivery of the
Services, then the implementation of such instruction shall be subject to Change
Control.

Fujitsu Services shall notify Post Office in writing immediately (meaning as soon
as the Fujitsu Services Data Protection Officer becomes aware) if in Fujitsu
Services’ opinion, any Post Office instruction breaches a requirement of Data
Protection Legislation.

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33.2.8

33.2.9

Fujitsu Services represents and agrees that it shall provide such assistance, and
within the timescales specified by Post Office, to enable Post Office to comply
with its obligations under the Data Protection Legislation, where relevant given
the nature of its processing of Post Office Personal Data consisting of the
following and any additional obligations as reasonably agreed between the
Parties:

(a) _ reviewing and supporting Post Office in its completion of any Data
Protection Impact Assessment;

(b) implementing appropriate technical and organisational measures insofar
as this is possible to enable Post Office to respond to requests from Data
Subjects exercising their rights under the Data Protection Legislation,
consisting of the following and any additional obligations as reasonably
agreed between the Parties

(i) without undue delay but in any event within 5 Working Days,
notifying Post Office if it receives a request from a Data Subject
under Data Protection Legislation except in relation to Post Office
Personal Data processed in the following areas: Data collected at
the counter via AP-ADC scripts; Post Office Data Gateway
external file content (sent and received),APOP Database content
(from AP-ADC collection and human APOP administrators)Web
Service Frameworks (including Horizon AP-ADC gateway returned
from Accenture CDP) and HiH data collected at device, providing
Post Office with the relevant Post Office Personal Data and details
of its Processing of Post Office Personal Data in response to a
request by a Data Subject in the manner described in
ARC/SOL/CSP/3572 ‘Post Office Account HNG-X Information
Security Policy - Subject Access Requests; and

(ii) assisting with any enquiries from a Data Protection Regulator.

Post Office will complete and provide to Fujitsu Services a privacy impact
assessment prior to requiring Fujitsu Services to process any new or amended
Special Category Personal Data or Personal Data of a child under this
Agreement. To the extent that any privacy impact assessment makes
recommendations for changes to security requirements, the parties will
reasonably discuss and agree any changes in accordance with the Change
Control Procedure.

33.2.10 Subject to Clause 33.2.11, when Processing Post Office Personal Data in the

manner set out in the Description of Data Processing, Fujitsu Services shall take
appropriate technical and organisational measures to ensure an appropriate
level of security and prevent any unlawful processing or disclosure. These
measures shall take into account the state of the art, the costs of implementation,
the nature, scope, context and purposes of Processing as well as the risk of
varying likelihood and severity for the rights and freedoms of the Data Subjects.
These shall consist of the following and any additional measures as reasonably
agreed between the Parties:

(a) _ encrypting Post Office Personal Data stored on any mobile media or
transmitted over public or wireless networks;

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(b)

(c)

(d)

(e)

implementing and maintaining a suitable business continuity and disaster
recovery plan (including in accordance with any requirements pertaining
to the same in the Agreement) to restore the availability and access to
Post Office Personal Data in a timely manner in the event of a physical or
technical Incident;

ensuring the ongoing confidentiality, integrity, availability and resilience of
Processing systems and services;

taking all reasonable steps to ensure the reliability of Fujitsu Personnel
with access to Post Office Personal Data, ensuring that all Fujitsu
Personnel who are involved in the Processing of Post Office Personal
Data are appropriately trained for the role they undertake and are under
contractual or statutory obligations of confidentiality concerning Post
Office Personal Data;

pseudonymising, and encrypting, Post Office Personal Data on request
by Post Office;

(together the Security Measures)

33.2.11 Post Office confirms that the measures specified in 33.2.10(a) to (e), the
provisions of Schedule A4, ARC/SEC/ARC/003 and ARC/SEC/ARC/001 as well
as any additional measures specified to Fujitsu Services by Post Office from time
to time, in accordance with the Change Control Procedure, constitute appropriate
technical and organisational measures to ensure an appropriate level of security
and prevent any unlawful processing or disclosure in relation to the following:

Data collected at the counter via AP-ADC scripts
Post Office Data Gateway external file content (sent and received)

APOP Database content (from AP-ADC collection and human APOP-
administrators)

Web Service Frameworks (including Horizon AP-ADC gateway returned
from Accenture CDP)

Data collected at device or applications other than the counter running
the HNG-X Application

33.2.12 Fujitsu Services shall regularly test, at least annually, the Security Measures to
assess the effectiveness of the Security Measures in ensuring the security,
confidentiality, integrity, availability and resilience of Post Office Personal Data
and shall maintain records of such testing.

33.2.13 Post Office, a regulatory authority, and/or their authorised representatives
(Auditors) shall be entitled to enter Fujitsu Services' and/or its sub-contractors!
premises to inspect and audit Fujitsu Services’ Processing of any Post Office
Personal Data and take copies of relevant documentation (Data Protection Audit).

(a)

A Data Protection Audit shall only take place:

during the term of the Agreement and for a period of 6 years from the
expiry or termination of the Agreement;

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(b) not more than once in any calendar year;

(c) on not less than 5 Business Days' prior written notice, or in the case of
Payment and Banking Service 15 Business Days, unless such Data
Protection Audit is required in accordance with Clause 33.2.15 below;
and

(d) during ordinary business hours.

33.2.14 Post Office shall be entitled to share relevant parts of its audit report with the
relevant Third Party Controller banks, in relation to the banking elements of the
Payment and Banking Service only, subject to confidentiality.

33.2.15 Post Office shall not be required to give notice of any Data Protection Audit in
accordance with Clause 33.2.13(c) and there shall be no limit to the number of
audits that can take place in any calendar year, if:

(a) Subject to 33.2.16, Post Office reasonably believes that Fujitsu
Services (or any sub-contractor) is in breach of any of its obligations
relating to Post Office Personal Data under the Agreement.

(b) such audit of Post Office Personal Data, to which Post Office is subject,
which is conducted or required by the ICO or other body with authority
to regulate and/or audit the processing of Personal Data and which
does not permit notice to be given or requires a Data Protection Audit
‘on short notice; or

(c) there is a Personal Data Breach directly caused by Fujitsu Services.

33.2.16 Fujitsu Services will provide such co-operation and assistance as may reasonably
be required in relation to any Data Protection Audit. Fujitsu will not charge for
such assistance if the Data Protection Audit is conducted because:

(a) Fujitsu Services is wholly or partially responsible for a Personal Data
Breach; or
(b) Post Office reasonably believes Fujitsu Services may be wholly or

partially responsible for a Personal Data Breach, provided Post Office
supplies details and where appropriate evidence demonstrating its
belief is reasonable.

33.2.17 Fujitsu Services shall provide Post Office with all information reasonably
requested by Post Office, to enable Post Office to verify Fujitsu Services’ (and
each sub-contractor's) compliance with this Clause 33.2.

33.2.18 Fujitsu Services shall not transfer or Process any Post Office Personal Data (nor
allow any Post Office Personal Data to be accessed from) outside of the
European Economic Area including the United Kingdom without first:

(a) obtaining the prior written consent of Post Office;

(b) ensuring that any relevant employee, agent, sub-contractor, third party
or consultant is subject to a written contract with Fujitsu Services
requiring them to comply with Fujitsu Services’ obligations herein

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regarding the security and confidentiality of the Personal Data and to
comply with Fujitsu Services’ instructions in processing it; and

(c) taking such steps as Post Office may request to ensure that any such
transfer of Processing of Post Office Personal Data complies with the
requirements of the Data Protection Legislation.

33.2.19 Subject to Clause 33.2.20, Fujitsu Services shall not sub-contract the Processing
of any Post Office Personal Data or allow any third party to Process any Post
Office Personal Data without first:

(a) complying with its obligations in Clauses 58.1 and 58.2; and
(b) complying with the requirements of Clause 33.2.22(b) ; and

(c) taking such other steps as Post Office may reasonably request to ensure
that any such sub-contracting of the Processing of Post Office Personal
Data complies with the requirements of the Data Protection Legislation.

33.2.20 Fujitsu Services shall be entitled to use any of its Subcontractor Ingenico's Affiliate to
process Post Office Personal Data within the EU to deliver the Payment and Banking
Service without the prior consent of Post Office. Fujitsu Services will however notify
Post Office of the use of an Ingenico Affiliate within the EU processing Post Office
Personal Data.

33.2.21 Post Office consents to the transfer of Post Office Personal Data to the processors
identified under this Agreement to the extent necessary for the processing activities
detailed in the Description of Data Processing.

33.2.22 Where Post Office has consented to the Processing of Post Office Personal Data by a
sub-contractor in accordance with Clauses 58.1 and 58.2, Fujitsu Services will ensure
that:

(a) the sub-contract between Fujitsu Services and the sub-contractor
includes all relevant obligations under this Clause 33.2 relating to the
Processing and security of Post Office Personal Data and, without
prejudice to the generality of the foregoing, contains provisions which
give effect to the terms set out in this Clause 33.2 such that they apply
to the sub-contractor;

(b) the sub-contract must comply with the requirements contained in the
Data Protection Legislation;

(c) the sub-contractor will cease processing of Post Office Personal Data
upon the expiration or earlier termination of the Agreement for any
reason; and

(d) the sub-contract between Fujitsu Services and the sub-contractor

allows for Fujitsu Services to provide Post Office with such information
regarding the sub-contractor's Processing of Post Office Personal Data
as Post Office may reasonably require.

33.2.23 Fujitsu Services shall maintain accurate written records of the Processing it
undertakes in connection with the Agreement which shall contain:

(a) the categories of Processing of Post Office Personal Data;

(b) details of any file transfers of Post Office Personal Data

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(c)

(d)

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details of any transfers of Post Office Personal Data outside of the
United Kingdom or European Economic Area, and the safeguards in
place for that transfer where any such transfer has been authorised by
Post Office in accordance with Clause 33.2.18(a); and

a general description of the Security Measures.

Fujitsu Services shall provide the records set out above to Post Office or a Data
Protection Regulator on request.

33.2.24 Fujitsu Services shall:

(a)

notify Post Office promptly and in any event within 48 hours of receipt
by a Key Personnel should it:-

(i)

(ii)

receive notice of any complaint made to a Data Protection
Regulator which has jurisdiction over the processing of Post Office
Personal Data under this Agreement or any finding by such Data
Protection Regulator in relation to its Processing of Post Office
Personal Data; and/or

become aware of any circumstance which may cause Fujitsu
Services to breach the obligations set out in this Clause 33.2 or
which may cause either party to breach Data Protection Legislation.

33.2.25 Fujitsu Services shall notify Post Office promptly (and in any event no later than within
48 hours of discovery) if it becomes aware of a Personal Data Breach of Post Office
Personal Data. This notification shall include:

22.2 26

33.2.27

33.2.28

(a)

(c)

the nature of the Personal Data Breach, including, where possible, the
categories and approximate number of Data Subjects and records
concerned;

the contact at Fujitsu Services who will liaise with Post Office
concerning the Personal Data Breach;

the remediation measures being taken to address the Personal Data
Breach, including, where appropriate, measures to mitigate and contain
the effects of the Personal Data Breach.

If Fujitsu Services is unable to provide all of the information required under Clause
33.2.25 in accordance with the time limits set out in that Clause, and without prejudice
to any right or remedy that Post Office may have, Fujitsu Services shall provide as
much information as it is able to within those time limits and shall provide all further
information as soon as reasonably practicable thereafter.

In the event of a Personal Data Breach of Post Office Personal Data, Post Office shall
at its sole discretion determine whether to provide notification to the Data Subject, any
third party or a Data Protection Regulator and Fujitsu Services shall not notify the Data
Subject, any third party or a Data Protection Regulator unless such disclosure by
Fujitsu Services is required by law or is expressly approved in writing by Post Office.

In the event of a Personal Data Breach of Post Office Personal Data, which is directly
attributable to the actions, errors or omission of Fujitsu Services in its performance of
its obligations under this Agreement and not caused by the acts, errors or omissions of
Post Office or a third party, Fujitsu Services will ensure that it fully co-operates with
Post Office in effecting any mitigating actions, or implementing any reasonable
solution or remedy advised to Fujitsu Services by Post Office and will promptly restore
any Post Office Personal Data at its own expense.

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33.2.29 Subject to clause 33.2.16, in the event of a Personal Data Breach of Post Office
Personal Data, which is not directly attributable to the actions, errors or omissions of
Fujitsu Services in its performance of its obligations under this Agreement, Fujitsu
Services will ensure that it fully co-operates with Post Office in effecting any mitigating
actions, or implementing any reasonable solution or remedy advised to Fujitsu
Services by Post Office. Fujitsu Services may charge Post Office on a time and
materials basis, for time spent in providing assistance under this clause 33.2.29 at
Fujitsu Services' standard applicable rates.

33.2.30 On termination or expiry of the Agreement for whatever reason, or on Post Office's
written request at any time, Fujitsu Services shall immediately cease to Process any
and all Post Office Personal Data and shall, at Post Office's discretion, and in
accordance with Post Office's instructions, either:

(a) return all Personal Data to Post Office, together with all copies of the
Personal Data in its possession or control; or

(b) provide the Personal Data to a third party as instructed by Post Office,
together with any copies of the Personal Data in its possession or control;
or

(c) carry out a certified and secure destruction of the Personal Data, together
with any copies of the Personal Data in its possession or control.

33.2.31 Fujitsu Services will not be required to provide the Services which use or relate to Post
Office Personal Data which has been deleted in accordance with a request from or
authorised by Post Office or which Post Office has prohibited Fujitsu Services from
continuing to process, unless a further copy or version of such Post Office Personal
Data has been collected and provided to be processed for a legitimate purpose under
the Data Protection Legislation, together with the consent required from the relevant
Third Party Data Controller to allow such processing by Fujitsu Services.

33.2.32 In the event of termination or expiry of this Agreement, Fujitsu Services shall not retain
any copy of any part of the Personal Data, in any form or media, and shall provide to
Post Office all information necessary to demonstrate compliance with the
requirements of this Clause 33.2.

33.2.33 If Fujitsu Services:
(a) receives notice pursuant to Clause 33.2.1(c); or

(b) otherwise becomes aware of any new categories of Personal Data that
Post Office intends will be Processed by Fujitsu Services in connection
with new types of Transaction using the AP-ADC Facility, or the APOP.
Business Capability or PODG or from any other source (“New Personal
Data”);

and Fujitsu Services reasonably believes that, in order to comply with its obligations
set out in this Clause 33.2 regarding the Processing of such data, it will incur
additional costs or expenses that it would not incur if that data was not Post Office
Personal Data, then:

(c) Fujitsu Services shall notify Post Office of the reasons for such
additional costs and expenses; and

(d) the Parties shall agree any consequential changes to the provisions of
this Clause 33.2 and/or reasonable additional Charges (as the case
may be) under the Change Control Procedure (in the case of changes
to those provisions or to Charges for recurring services) or by approval
of a Work Order (in the case of Charges for work defined in a Work

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33.3,

34.

341A

Package description), before the Processing of any such New Personal
Data can commence.

Databases

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

Intellectual Property Rights Indemnities

Fujitsu Services Indemnity

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

For the avoidance of doubt, Clause 34.1 shall not apply either:

34.1A1 to the Microsoft Azure Services to the extent such services are provided by
Microsoft to Post Office under the Customer Agreement;or

34.1.A.2 to the extent any such infringement or alleged infringement arises as a result of
such Intellectual Property Rights being combined with or used on the Post
Office Cloud

34.1.1. the Infrastructure, the HNG-X Applications, and the Business Capabilities and
Support Facilities;

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

34.1.3. the Listed Documentation and Horizon Design Documentation; and

34.1.4 the documents, software, materials, items or other things whatsoever supplied by
or on behalf of Fujitsu Services for use by Post Office in receiving the Services
(including the Banking IPR, Ingenico Central Platform, the Payment and Banking
Solution and the Ingenico Software),

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

Indemnities relating to confidential information

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

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

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

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

Post Office Indemnity

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

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

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

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(b)

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

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

(a)

(b)

(c)

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

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

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

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34.4

34.5

excluding in each case the Ul Development Requirements; or

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

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

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

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

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

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

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

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

(b) either (a) instructs Fujitsu Services to continue with the development cycle
in respect of that Queried Requirement in any event, in which case Post

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34.5.3

34.5.4

34.5.5

34.5.6

34.5.7

Office shall indemnify Fujitsu Services under Clause 34.3.3, or (b) instructs
Fujitsu Services to implement the alternative requirement proposed under
Clause 34.5.1(a) in which case such alternative requirement shall form part
of the Requirements Baseline;

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

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

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

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

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

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

in the event that Fujitsu Services rejects a Queried Requirement pursuant to this
Clause 34.5 and Fujitsu Services would, if it had complied with Clause 34.4, have

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34.6

34.7

34.9

34.10

known about the risk relating to that Rejected Requirement earlier than the date
on which it actually became aware of that risk and notified the Post Office
pursuant to Clause 34.5.1, then Fujitsu Services shall refund to Post Office any
Charges paid or payable by Post Office in respect of development work
undertaken by or on behalf of Fujitsu Services in relation to that Rejected
Requirement in that intervening period (but excluding any Charges in respect of
development work which Fujitsu Services is able to demonstrate to the
reasonable satisfaction of Post Office is of continued use and benefit to Post
Office),

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

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

Common Indemnity Provisions

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

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

The Indemnified Party shall, at the request of the Indemnifying Party, afford to the
Indemnifying Party all reasonable assistance for the purpose of contesting any claim or
demand made or action brought against the Indemnified Party to which the indemnity may
apply or any claim or demand made or action brought against the Indemnifying Party to
which the indemnity may apply. The Indemnifying Party shall reimburse the Indemnified

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34.11

34.12

34.13

Party for all reasonable costs and expenses (including but not limited to legal costs and
disbursements on a solicitor and client basis) incurred in so doing.

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

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

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

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

Notwithstanding anything to the contrary in this Clause 34:

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

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

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

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34.14

34.15

34.16

34.17

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

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

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

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

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

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

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

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

This Clause states the entire liability of:

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

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

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35.

35.1

35.2

35.3

36.

36.1

36.2

36.3

36.3.1

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

Use Of Services and Infrastructure

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

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

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

PART F: LIABILITY
Damage to Physical Property

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

Hardware

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

36.2.2 Other than in relation to infrastructure used to deliver the Post Office Cloud,
where damage occurs to hardware used by Fujitsu Services to provide the
Services, Fujitsu Services shall repair or replace the affected items with all
possible speed and (subject to any rights arising under Clause 36.1) at its own
cost, save to the extent that any hardware is transferred to Post Office pursuant
to Clause 48.1 in which case risk and the responsibility to repair and replace in
such elements shall pass to Post Office when title passes as provided for in
Clause 26.2.

Clause removed by CCN1616b

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36.5

36.5.1

36.5.2

36.5.3

36.5.4

36.5.5

37.

37.1

37.2

37.3

38.

38.1

38.2

Branch Hardware

Fujitsu Services shall have no risk in respect of Branch Hardware save that Fujitsu
Services will exercise reasonable controls over any Branch Hardware that is being utilised
or stored by Fujitsu Services in provision of the Services.

Clause removed by CCN1610

Not Used
Not Used
Not Used
Not Used
Not Used
Damage to Plant, Tackle and Tools

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

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

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

Access to Post Office Premises

Any land or Post Office Premises (including temporary buildings) made available to
Fujitsu Services by Post Office in connection with this Agreement shall be made available
to Fujitsu Services on such terms and conditions as may be agreed between Fujitsu
Services and Post Office. Fujitsu Services shall have the use of such land or Post Office
Premises as licensee and shall vacate the same upon the termination or expiry of this
Agreement or at such earlier date as Post Office may reasonably determine.

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

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39.

39.1

39.2

39.3

39.4

39.5

Post Office Responsibilities

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

Without limitation to Clause 39.1, Post Office shall use all reasonable endeavours to
ensure that its Agents, and any of the Post Office Cloud Sevice Providers co-operate with
Fujitsu Services to the extent reasonably necessary to permit Fujitsu Services to perform
the Services. In the event that any Agent or Post Office Cloud Service Provider fails to
provide such co-operation, and Post Office is unable to secure such co-operation:

(a) from an Agent within six months after receiving written notice thereof from Fujitsu
Services; or

(b) from any Post Office Cloud Service Provider within fifeen (15) Working Days after
receiving written notice from Fujitsu Services thereof,

then Fujitsu Services shall be relieved of liability for any failure or delay to perform the
Services which is directly caused by the Agent's or Post Office Cloud Service Provider's
failure to provide such co-operation and shall be entitled to any reasonable additional
costs and expenses which Fujitsu Services can show were directly incurred by it as a
result of the Agent's or Post Office Cloud Service Provider's failure to provide such co-
operation.

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

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

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

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

39.6 39.6 Post Office acknowledges and agrees that in the event of a failure or a delay in the
performance of its Responsibilities, or any obligations of third parties under Post Office's
control, in each case which Fujitsu Services can demonstrate has directly affected wholly
or partially the performance of the Payment and Banking Service by Fujitsu Services then
Fujitsu Services shall not be responsible for non-compliance with its obligations directly
affected by such failure or delay. Fujitsu Services shall use reasonable efforts to mitigate
the consequences of the relevant Post Office failure or delay in the performance of its
obligations, and to continue to provide the Payment and Banking Services in accordance
with the relevant Service Level Targets

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

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

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

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

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

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

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

39A.4 Post Office will consider any submission under Clause 39A.3 and advise Fujitsu Services
of its proposal in respect of a submission promptly and in any event within 15 Working
Days of receipt. If Fujitsu Services does not accept Post Office's submission, the Parties
shall meet within 5 Working Days of Fujitsu Services’ receipt of Post Office’s proposal
and shall use reasonable endeavours to agree the rights and reliefs applicable to Fujitsu

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39A.5

39A.6

39A.7

39A.8

39B.

39B.1

39B.2

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 after it has notified
Post Office of a claim that Clause 39A.2 applies and that Fujitsu Services is applying for
the rights and relief set out in Clause 39A.5.

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

Costs incurred due to Post Office Cause or Tower Contractor Cause

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

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

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39B.3

39B.4

39B.5

39B.6

39B.7

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

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

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

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

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

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

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

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

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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) after the occurrence of the Fujitsu
Dependency Failure, the Subject Leads for the Relationship best qualified to deal with
the Fujitsu Dependency Failure, taking into account its nature and the responsibilities of
each Subject Lead, shall convene an occasional meeting of the relevant Relationship in
accordance with paragraph 3.3 of Schedule A2 to agree responsibility for the Fujitsu

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39C.8

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

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

39C.11

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

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

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

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

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40.

40.1

40.2

40.3

40.4

40.5

41.

41.2

the circumstances listed in Clause 39C.8 in respect of each individual Fujitsu Dependency
Failure exceed £5,000.

Fujitsu Services’ Personnel

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

lf and when directed by Post Office, Fujitsu Services shall provide a list of the names and
addresses of all persons who it is expected may require admission in connection with the
performance of this Agreement to any premises occupied by or on behalf any member of
the Royal Mail Group or to any Branch, specifying the capacities in which they are
concerned with this Agreement and giving such other particulars as Post Office may
reasonably require. Fujitsu Services shall comply with any reasonable directions issued
by the designated representative of Post Office as to which persons may be admitted to
such premises and at what times.

If and when directed by Post Office, Fujitsu Services shall secure that any person
employed or engaged by Fujitsu Services or by a sub-contractor, who is specified in the
direction or is one of a class of persons who may be so specified, shall sign a statement
that he understands that the Official Secrets Acts 1911 to 1989 apply to him both during
the term of and after the expiry or termination of this Agreement.

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

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

Fujitsu Services’ Key Personnel

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

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

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41.3

42.

42.1

42.2

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

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

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

(c) as required by law,

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

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

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

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

Injury to Persons; Loss of Property

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

In the event of any claim or demand being made or action brought to which Clause 42.1
applies, Fujitsu Services shall be promptly notified thereof and Fujitsu Services shall at
its own expense conduct all negotiations for settlement of the same and any legal
proceedings that may arise therefrom. Fujitsu Services shall consult with and pay due
regard to the interests and views of Post Office (including the commercial interests of the
Royal Mail Group and the public interest) in the conduct of any defence to any claim or
demand hereunder, and shall, where it is reasonable to do so, comply with such interests

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42.3

43.

43.1

43.2

43.3

43.4

and views. Post Office, its employees and agents, shall at the request of Fujitsu Services
afford all reasonable assistance for the purpose of contesting any such claim or demand
or action and shall be repaid any reasonable expense incurred in so doing and shall not
make any admissions which may be prejudicial to the defence of such claim or demand
or action.

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

Liability

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

43.1.1 any unauthorised third party access to the Infrastructure;

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

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

43.1.4 any other form of fraud.
Removed by CCN1648b

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

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

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43.5

43.6

43.7

43.8

43.9

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

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

In the event that:

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

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

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

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

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

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

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

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

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

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

43.9.4 a former employee, agent or sub-contractor of a Current Banking Participant who
was an employee, agent or sub contractor (as the case may be) of that Current

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43.9.5

Banking Participant at any time on or after 14 April 2001 and who satisfies the
Information Condition; or

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

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

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

the operation of Banking Function;

43.10.2where such Losses were incurred as a result of any unauthorised access or

hacking referred to therein into an element or elements (used solely for the
operation of the Banking Functions) of either the Post Office Service Architecture
or the NB System (excluding elements of the Post Office Service Architecture or
the NB System located at Branches);

43.10.3where the unauthorised access, hacking or fraud was perpetrated through or by

any employee, agent, contractor or sub-contractor of, any Bank or through or by
any element of the Infrastructure at any Bank premises other than by the persons
referred to in Clause 43.9;

43.10.4where such Losses were incurred as a result of any unauthorised access or

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

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

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

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

43.10.5 where the unauthorised access, hacking or fraud was perpetrated through or by

use of the communications links between the Data Centres and CAPO or LINK
(as described in Schedule B3.3) other than by persons referred to in Clause 43.9,

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43.12

43.13

unless the root cause of such unauthorised access, hacking or fraud was a failure
by Fujitsu Services to comply with its obligations set out in paragraphs
4.3.4(f)(i)(1) and 1.3.4(f)(i)(2) of Schedule B3.3;

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

43.10.7 where such Losses were incurred as a result of any unauthorised access or
hacking, as referred to in Clause 43.1, into, through or by use of an element or
elements of the Superstock Infrastructure used to provide the Superstock
Services; or

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

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

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

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

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

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

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

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

In the case of Debit Card, Fujitsu Services shall not be liable for and Post Office shall not
have any right of action against Fujitsu Services in respect of any costs, expenses, losses

or damages arising as a result of:

43.13.1 fraud in connection with or unauthorised disclosure of;

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43.15

43.16

43.13.2loss or corruption of; or
43.13.3hacking in connection with,

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

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

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

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

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

If Post Office:

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

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

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

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

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

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43.17

43.18

43.19

43.16.3Clause removed by CCN1613a

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

In relation to data processing (involving either automated or manual processing or both)
under this Agreement, Fujitsu Services shall not be in breach and shall not be liable to
Post Office for any failure to perform its obligations, or delay in performing such
obligations, to the extent it can demonstrate to Post Office's satisfaction (Post Office
acting reasonably) that such failure or delay occurred as a result of a Design Limit being
exceeded.

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

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

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

43.18.3 Clause removed by CCN1613a

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

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

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

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

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

Fujitsu Services shall provide to Post Office copies of or access to all relevant records
produced by Fujitsu Services in the course of performing the HNG-X Services (such
records to include, where produced by Fujitsu Services, operational change proposals,
help desk records, release notes, change logs, firewall logs, event records, error logs and

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43.20

43.21

43.22

43.23

audit records) that Post Office reasonably requires in order to establish the cause of any
failure to perform or delay in performing Fujitsu Services’ obligations, where Fujitsu
Services asserts that Clauses 43.18.1 or 43.18.2 are applicable in respect of such failure
or delay. All information obtained by Post Office pursuant to this Clause 43.19 shall be
treated as Confidential Information.

Not Used

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

43.21.1 Not Used

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

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

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

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

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

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

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

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

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

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

44.1.3 for its fraudulent misrepresentation; or

44.1.4 for its fraud or for fraud for which it is responsible, save (in the case of Fujitsu
Services) where the liability in question would not have arisen but for the
provisions of Clauses 16 or 43.

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

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

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

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

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

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

44.2.2A With respect to any liability of Post Office for any liability arising from a Tower
Contractor Cause, Post Office's liability in any Financial Year shall in no event
exceed the higher of:

(a) the aggregate liability set out in Clause 44.2.2; or

(b) the amount Post Office is able to recover under its contract with the
relevant Tower Contractor for the default that gave rise to the Tower
Contractor Cause.

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44.2.3

44.2.4

44.2.5

44.2.6

44.2.7

The aggregate liability under this Agreement of Fujitsu Services for all Defaults
and any Compensation Amount payable as a result of a Fujitsu Dependency
Failure:

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

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

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

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

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

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

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

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

(a) Solution Specification Stage;

(b) Solution Build and Test Stage; and

(c) Implementation Stage,

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

The aggregate liability of Fujitsu Services for all Defaults (other than a Default
governed by Clause 44.2.1) relating to NBS prior to NBS Acceptance shall not

exceed 100% of the Network Banking Implementation Charges.

Subject to Clause 44.1, 44.2.4 and 44.2.5 but notwithstanding any other provision
in this Clause 44 (save for Clause 44.2.8 as noted), the aggregate liability of

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44.3

44.4

44.40

44.4B

44.5

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

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

Subject to Clause 44.1 and to the extent permitted at law, the aggregate liability of Fujitsu
Services under Clauses 16 and 43 of this Agreement for the fraud or other criminal
activities of its employees or subcontractors shall be limited to £21,896,142 per Fraud
Event.

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

For the purposes of Clauses 44.2 and 44.4,

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

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

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

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

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44.6

44.7

44.8

44.9

44.10

44.11

44.12

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.

The provisions of Clause 44.6 shall not be taken as limiting the right of Post Office to
claim from Fujitsu Services for:

44.7.1 additional operational and administrative costs and expenses; and/or

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

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

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

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

Not Used
Not Used
Each of the sums referred to in Clauses 44.2.2, 44.2.3(a)(3), 44.3 and 44.10 shall be

increased at the end of the Financial Year ending on or around 31 March, 2007 and at
the end of each subsequent Financial Year by an amount equal to the difference

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(expressed as a percentage) between the level of the Retail Price Index most recently
published in respect of December of the Financial Year in question and the level of the
Retail Price Index in December of the preceding Financial Year.

44.13 Notwithstanding the provisions of Clause 44.2 and without prejudice to the provisions of

45.

Clause 44.1, the aggregate liability of Fujitsu Services for all Defaults and all claims,
demands, actions, costs (including legal costs), expenses, losses and damages arising
from or incurred by reason of any breach by Fujitsu Services of the provisions of Clause
33.2 howsoever arising shall be limited in any Financial Year to 150% of the aggregate
annual Operational Charges in such Financial Year.

Insurance

Fujitsu Services shall to the extent reasonably possible insure or make provision for self-
insurance against all losses and damages which are the result of its fault or negligence
in performing the Services, including workman's compensation, public liability, product
liability, property damage and professional indemnity. Fujitsu Services will, if requested in
writing by Post Office, produce to Post Office a certificate of insurance showing the
applicable coverage currently in force, and will also give Post Office prior written notice
of (where possible), or written notice no later than 30 days after, alteration or cancellation
of such insurance.

PART G: TERMINATION AND EXIT

46. Term

46.1 The term of this Agreement shall, unless terminated earlier in accordance with the provisions

of Clause 47 or extended in accordance with the provisions of Clause 46.2, be for a period
commencing on the 28 July 1999 and ending on 31 March 2024.

46.2 Post Office may, in its absolute discretion extend the term of this Agreement, by a further

one year period by giving notice to Fujitsu Services on or before 318 March 2023 of its
requirement to extend to 318 March 2025.

46.3 Each Expiring Service shall, unless terminated earlier in accordance with the provisions of

Clause 47 or extended in accordance with the provisions of paragraph 10 of Schedule E
(where applicable or otherwise extended through the Change Control Procedure), be
provided for the period up to the relevant date specified in Table A of Schedule B3.1 on which
date such Expiring Service shall expire. Liquidated damages shall continue to apply during
any extension in accordance with Clause 18. For the avoidance of doubt, all other provisions
of the Agreement shall continue to apply during any extension period.

46.4 Notwithstanding Clause 46.3, some of the Expiring Services have been extended and as

such the Expiring Services as at signature of CCN1600 and as amended by CCN1700 shall
be:

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46.5

47.

47.1

47.2

46.4.1 the, Branch Network Service and CMT Service, due to expire on 318 March 2017;
and.

46.4.2 the POLSAP Hosting Service, POLSAP Applications Support Service and support
for the Credence/MDM Service and the Salesforce Support Service, due to expire
on 31% March 2016.

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

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

The Terminating Services shall cease on 31st March 2023 unless terminated earlier by
Post Office in accordance with Clause 47.10.2(a)(ii) of the Agreement. The Parties
acknowledge that Post Office intends to terminate the Terminating Services and pay the
Partial Termination Fee in accordance with Paragraph 6 on Schedule E

Termination

Termination of whole Agreement

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

may be specified therein if:

47.2.1 there is a change of control, as defined by Section 416 of the Income and
Corporation Taxes Act 1988, in Fujitsu Services or the Guarantor; or

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

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47.2.3

47.2.4

47.2.5

application shall be made under any bankruptcy or insolvency act for the time
being in force for sequestration of his estate, or a trust deed shall be granted by
him for the benefit of his creditors; or any similar event occurs under the law of
any other jurisdiction; or

Fujitsu Services or the Guarantor, being a company, passes a resolution, or the
Court makes an order that Fujitsu Services or the Guarantor be wound up
otherwise than for the purpose of a bona fide reconstruction or amalgamation, or
a receiver, manager or administrator on behalf of a creditor is appointed in respect
of the business or any part thereof (which for the avoidance of doubt shall not
include any subsidiary company of Fujitsu Services or of the Guarantor) of Fujitsu
Services or the Guarantor, or circumstances arise which entitle the Court or a
creditor to appoint a receiver, manager or administrator or which entitle the Court
otherwise than for the purpose of a bona fide reconstruction or amalgamation to
make a winding-up order, or Fujitsu Services or the Guarantor is unable to pay its
debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar
event occurs under the law of any other jurisdiction; or

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

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

47.3 Post Office may at any time by notice in writing terminate this Agreement with effect from
the date of service of such notice or such later date as may be specified therein, if Fujitsu
Services is in material or persistent Default of any obligation under this Agreement and:

47.3.1

47.3.2

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

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

47.4 Removed by CCN1648b

47.5 Fujitsu

Services may at any time by notice in writing to Post Office terminate this

Agreement with effect from the date of service of such notice or such later date as may
be specified therein, in the event of the material or persistent failure by Post Office to pay
Charges which have not been disputed by Post Office and Post Office shall have failed
to remedy such failure to pay within 30 days of written notice to Post Office specifying

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47.6

47.7

47.8

47.9

47.10

47.11

such failure to pay and requiring its remedy or within such other period as may be
requested by Post Office and agreed by Fujitsu Services, such agreement not to be
unreasonably withheld or delayed.

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

Post Office shall only be permitted to exercise its rights pursuant to Clause 47.1.1 for
three months after each such change of control and shall not be permitted to exercise
such rights where Post Office has agreed in advance in writing to the particular change
of control and such change of control takes place as proposed. Fujitsu Services shall
notify Post Office in advance of any change of control taking place, if legally possible, or
if not so possible as soon as reasonably practicable, and in any event no later than one
month after such change of control taking place.

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

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

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

Partial Termination

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

47.11.1 Market Testing
If entitled to terminate a Terminable Service under paragraph 4.3.3(b)(ii) of

Schedule D6, Post Office may, by giving Fujitsu Services not less than six months!
notice in writing, terminate that Terminable Service.

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47.11.2 Convenience

(a)

(b)

(c)

(d)

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

(i) 3 months’ notice in writing (or 6 months’ notice in writing in the event of
termination of the Service Desk Service and 1 month's notice in writing for
CMT Services) provided such notice is deemed duly given in accordance
with Clause 57.2 on or prior to 31% March 2017; or

(ii) 6 months’ notice in writing where such notice is deemed duly given in
accordance with Clause 57.2 on or after 1% April 2017, with the exception
of the Operational Business Change (Branch Change) Service, which shall
require 3 months’ notice in writing.

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

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

(i) one month's notice in writing provided such notice is deemed duly
given in accordance with Clause 57.2 on or prior to 31st March 2017; or

(ii) 6 months’ notice in writing where such notice is deemed duly given in
accordance with Clause 57.2 on or after 1t April 2017.

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

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

Unless the Parties agree otherwise in the relevant CCN:

(i) Post Office may terminate the provision of any Service Integration
Service or Third Party Management Service introduced under the

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47.12

47.13

47.14

47.15

47.16

47.17

48.

48.1

Change Control Procedure after the date of signature of CCN1200
by giving not less than twelve months’ notice in writing; and

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

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

Termination of Project HNG-X
Removed by CCN1648b
Removed by CCN1648b
Removed by CCN1648b
Removed by CCN1648b
Removed by CCN1648b
Removed by CCN1648b

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

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

48.1.1 any or all of the hardware that is comprised within the Infrastructure and/or that:

is being used

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48.2

48.3

in connection with the performance of the Services (other than where such
hardware is either (i) not owned by Fujitsu Services or any of its subsidiary
companies or (ii) those shared elements of the Infrastructure referred to in Clause
35.3); and

48.1.2 the right to require that Fujitsu Services shall assign or novate, or (if assignment
or novation is not possible) arrange for the benefit thereof to be transferred, in
favour of Post Office or to any person as may be designated for the purpose by
Post Office any sub-contracts, equipment rental or lease agreements and all
other agreements (other than employment agreements and agreements in
relation to Third Party Software, Third Party Items or Non-standard Third Party
Materials), except in respect of Fujitsu Services Subcontract agreement with
Ingenico for Payment and Banking Service which Fujitsu Services shall assign or
novate where required in accordance with clause 58.6.3, entered into by Fujitsu
Services which are necessary to the performance of the Services as Post Office
may designate,

provided that, if termination is in respect of a Terminable Service rather than the entire
Agreement, the above provisions shall apply only to those Project Assets (or, in the case
of agreements, that part thereof) that are not reasonably required by Fujitsu Services for
the provision of any continuing Services under this Agreement.

Notwithstanding the generality of Clause 48.1 Post Office agrees:

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

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

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

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

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48.4

48.5

48.6

48.7

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

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

48.4.2 Fujitsu Services shall, after being given notice of termination, or on the expiry of
the Agreement or expiry of an Expiring Service render all practicable assistance
to Post Office, if requested, to the extent necessary to effect an orderly
assumption by Post Office or a replacement contractor of the services theretofore
performed by Fujitsu Services under this Agreement and Post Office shall
reimburse Fujitsu Services for such assistance at the rates set out at paragraph
12 of Schedule D1. Any terms required to govern the post-termination Services
shall survive only to the extent required to govern such Services.

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

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

The Parties have agreed to populate the CCD entitled “Transfer Asset Register”
(COM/MGT/REP/0001) with details of all Software data, tools, utilities, documentation
and other items necessary to perform the Services and run the Applications (and to
indicate those that relate exclusively to a Terminable Service or Expiring Service and
those that are shared between one Terminable Service or Expiring Service and another
Service or Services), and to agree, in accordance with the guidance contained in that
CCD, the most appropriate treatment of such item. Notwithstanding any other provision
of this Agreement, the categorisation and proposed treatment of such items agreed in
that CCD shall take precedence over Clause 48.13 which shall be deemed superseded
by such CCD when agreed by the Parties.

In the event that:

48.7.1 a Terminable Service is terminated pursuant to Clause 47.10.1 or 47.10.2; or

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48.8

48.9

48.7.2 this Agreement expires or is terminated as provided for herein (other than by
Fujitsu Services pursuant to Clause 47.4),or

48.7.3 an Expiring Service expires pursuant to Clause 46.3 and 46.4,

the provisions of Clauses 48.8 to 48.13 (inclusive) shall apply, provided that where
termination is in respect of a Terminable Service or expiry is in respect of an Expiring
Service rather than the entire Agreement, those Clauses shall apply only to that Service
and any software, documents and materials that were used in the provision or receipt of
that Service.

Subject to:

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

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

48.8.3 in all cases, Clause 48.9,

Fujitsu Services shall grant to Post Office a non-exclusive, perpetual, irrevocable licence
to use, modify, adapt, enhance and develop all documents, software or other materials or
things in which Fujitsu Background IPRs vest that:

48.8.4 exist at the date of termination or expiry;

48.8.5 Post Office has the right to use at the date of termination or expiry in the receipt
of the Relevant Services; and

48.8.6 are reasonably necessary for the purposes ("Background IPR Purposes") of Post
Office making use of the Project Assets transferred to it under Clause 48.1 and
the rights granted to it under Clauses 29 and 30 in respect of Post Office
Foreground IPR and Licensed IPR (including, without limitation, any Fujitsu
Background IPRs relating to (i) the configuration of the Project Assets, Post Office
Foreground IPR or Licensed IPR or (ii) the configuration of the Project Assets,
Post Office Foreground IPR or Licensed IPR with any other assets used by
Fujitsu Services at the date of termination or expiry in the provision of the
Relevant Services).

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

In the event that Fujitsu Services is able to demonstrate to the reasonable satisfaction of
Post Office, that a document, piece of software or other material which would be (but for

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48.10

48.11

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

Subject to:

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

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

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

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

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

In the case of both Clause 48.10.4 and Clause 48.10.5:
48.11.1 the use of reasonable endeavours by Fujitsu Services shall include without
limitation, jointly approaching the relevant third party with Post Office or providing

reasonable assistance to Post Office in its negotiations with such third party;

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

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48.12

48.13

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

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

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

Interface Costs

48.14

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

Termination Charge Credit

48.15

48.16

49.

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

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

PART H: GENERAL
Additional Resources

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

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50.

51.

52.

53.

54.

55.

55.1

55.2

Recovery of Sums Due

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

Authority and Approval

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

Statements and Representations

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

Disclaimer of Implied Terms

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

Waiver

No forbearance or delay by any Party in enforcing its rights will prejudice or restrict the
rights of that Party, subject to the express timescales set out herein, and no waiver of any
such rights or of any breach of any contractual term will be deemed to be a waiver of any
other right or of any later breach.

Relationship of Parties

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

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

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55.3

56.

56.1

56.2

56.3

56.4

56.5

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

55.2.2 contractual relationships with Agents;

55.2.3 contractual relationships with its clients;

55.2.4 policy control of its network;

55.2.5 its reconciliation, settlement and key infrastructure support processes;
55.2.6 its relationship with its suppliers; and

55.2.7 its product and service design.

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

Publicity

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

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

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

Fujitsu Services shall do nothing to injure such logos and brands or the reputation of Post
Office and, if it uses such brands or logos, it shall take all reasonable steps to enable Post
Office to protect such logos and brands and the reputation of Post Office but in no event
less than the steps it would take in relation to its own logos, brands and reputation.

Post Office shall have no right to use the brands or logo of Fujitsu Services or its sub-
contractors without Fujitsu Services’ prior written consent. Post Office shall do nothing to
injure such logo and brands or the reputation of Fujitsu Services or its sub-contractors
and, if it uses such brands or logos, it shall take all reasonable steps to enable Fujitsu
Services and its sub-contractors to protect such logo and brands and the reputation of
Fujitsu Services and its sub-contractors, but in no event less than the steps it would take
in relation to its own logos, brands and reputation.

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57.

57.1

57.2

58.

58.1

Communications & Notices

Except where expressly stated otherwise, a notice under this Agreement shall only be
effective if it is in writing and sent to a Party at its address or number and for the attention
of the individual set out below:

PARTY AND ADDRESS EMAIL TELEPHONE
TITLE OF INDIVIDUAL NO.
Post Office Limited Finsbury Dials,

1st Floor, 20,

Finsbury Street,

London, EC2Y

9AQ

For the attention of:
Contract Manager (FS)

Fujitsu Services Limited Lovelace Road,
Bracknell,
Berkshire,
RG12 8SN

For the attention of:
Director of Delivery

Post Office Account
Fujitsu Services Limited

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

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

57.2.1 if delivered personally, on delivery;

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

provided that in each case where delivery by hand or by facsimile occurs after 6.00 p.m.
on a Working Day or on a day which is not a Working Day, service shall be deemed to
occur at 9.00 a.m. on the next following Working Day.

Transfer and Sub-Contracting

This Agreement is personal to Fujitsu Services. Fujitsu Services shall not assign, novate,

sub-contract or otherwise dispose of this Agreement or any part thereof without the
previous written consent of Post Office.

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58.2

58.3

58.4

58.5

58.6

Subject to Clause 58.5 Post Office hereby consents to Fujitsu Services having
subcontracted its obligations specified in Schedule C2 to the respective sub-contractors
specified therein. Additional or substitute sub-contractors may be approved from time to
time in accordance with Clause 58.1 after the date hereof, in which case Schedule C2
shall be amended accordingly. Fujitsu Services may permit its Subcontractor, Ingenico,
to further subcontract to one of its group undertakings (as defined in Section 1161 of the
Companies Act 2006) located within the European Union and the Australian affiliate
provided in Schedule C2 to deliver the Payment and Banking Service without the prior
consent of Post Office, provided that such Fujitsu Services’ Subcontractor provides notice
in writing to Post Office within one (1) month of such subcontracting. Notwithstanding any
sub-contracting permitted in this Agreement, Fujitsu Services shall remain primarily
responsible for the acts and omissions of its sub-contractors committed by them in the
course of performing or purporting to perform any of Fujitsu Services' obligations on
Fujitsu Services' behalf as though such acts or omissions were its own.

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

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

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

Fujitsu Services shall procure that the Subcontract agreement with Ingenico for the
Payment and Banking Service shall contain the following terms:

58.6.1 such Subcontract may, subject to 48.6.3, be novated to Post Office or its nominee
at any time, and provided that Post Office remains in ultimate ownership of the
Crown at the time of novation, and the terms of such novation shall provide that
the Subcontract is amended following novation such that:

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58.6.2

58.6.3

(a) the Subcontract is capable of extension at the option of the entity to whom

the Subcontract has been novated for up to two (2) periods of one (1) year

each;

on the extension dates, the service charges (but not transaction charges)

under the Subcontract shall be increased by the annual percentage

increase in the Retail Prices Index during the previous twelve (12) months;

Ingenico shall cooperate, acting reasonably and in good faith, with the entity

to whom the Subcontract has been novated to carry out any necessary

integrations to new systems required as a result of the novation; and

(d) any additional required integration will be agreed between the parties
through the change control procedure; and

(e) terms equivalent to clauses 20.1 and 30.21.2.

(b

S

Further, Fujitsu Services shall not make any material amendment or variation to
its subcontract in respect of the Payment and Banking Services with its
Subcontractor Ingenico (including any amendments to the charges and fees
payable thereunder, the term, the licences of intellectual property, applicable
service levels or the provisions mandated by this clause) without the prior written
consent of Post Office.

Where Post Office wish for the Fujitsu Services’ Subcontract agreement with
Ingenico for the Payment and Banking Service to be novated to a Post Office
nominee, Post Office shall provide details of the Post Office nominee as soon as
reasonably practical. Where there are Grounds for Rejection which gives rise to
a legitimate commercial reason for Fujitsu Services’ Subcontractor, Ingenico, not
wanting to contract with the Post Office nominee, Fujitsu Services shall promptly
notify Post Office of these and shall provide reasonable evidence to support such
Grounds for Rejection. Fujitsu Services shall procure that its Subcontractor,
Ingenico, shall in good faith enter into discussions with Post Office to attempt to
resolve any such Grounds for Rejection. Where Fujitsu Services’ Subcontractor,
Ingenico, does not provide approval to Fujitsu Services’ Subcontract agreement
with Ingenico for the Payment and Banking Service being novated to the Post
Office nominee, such Subcontract will instead be novated to Post Office. For the
purpose of this clause 13.3, “Grounds for Rejection” shall mean the following:

(a) the Post Office nominee has a credit rating of less than BBB as classified by
Standard & Poor's or an equivalent rating by another comparable credit
rating agency;

(b) the Post Office nominee has committed fraudulent behaviour, criminal
activity, or breach of a regulator's requirement;

(c) the Post Office nominee is subject to any trade, economic or financial
sanction or embargos;

(d) integration of Fujitsu Services’ Subcontractor, Ingenico, into the Post Office
nominee would give rise to a security and/or data protection risk to Fujitsu
Services’ Subcontractor, Ingenico;

(e) the Post Office nominee provides services similar to the Services in
competition with Fujitsu Services’ Subcontractor, Ingenico;

(f) the Post Office nominee is involved in or has been involved in litigations with
Fujitsu Services’ Subcontractor, Ingenico, or a member of its group;

(g) contracting with the Post Office nominee would have a negative tax impact
on Fujitsu Services' Subcontractor, Ingenico; and/or

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59.

59.1

59.2

59.3

59.4

60.

60.1

60.2

(h) the Post Office nominee presents an actual or anticipated adverse impact or
risk to the Fujitsu Services' Subcontractor, Ingenico's: (i) ability to perform its
business; (ii) market value; (iii) reputation, (iv) operational security; or (v)
ability to service new or existing customers.

Non-Solicitation

Subject to Clause 48.4.3, neither Party shall during the currency of the Agreement or for
a period of six months thereafter without the written permission of the other (not to be
unreasonably withheld) either on its own account or for any other person, firm or
undertaking either directly or indirectly knowingly solicit or entice away from the other (the
"Previous Employer") any Key Individual who is then or shall have been in the previous
three months either:

59.1.1 an employee of the Previous Employer; or

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

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

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

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

Force Majeure

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

Neither Party hereto shall in any circumstances be liable to the other Party hereto for any
loss of any kind whatsoever including but not limited to any damages or abatement of

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60.3

60.4

60.5

60.6

60.7

Charges whether directly or indirectly caused to or incurred by the other Party by reason
of any failure or delay in the performance of its obligations under this Agreement which is
due to Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable
endeavours to continue to perform, or resume performance of, such obligations under
this Agreement for the duration of such Force Majeure event. In the case of any such
failure or delay on the part of Fujitsu Services, the Parties shall agree an orderly process
for such continuation or resumption of performance (such consent not to be unreasonably
withheld or delayed), and Fujitsu Services shall comply with such process. Fujitsu
Services shall remain liable to perform the Business Continuity Services, save where
such Business Continuity Services are themselves also affected by Force Majeure, in
which case Fujitsu Services shall be required to use all reasonable endeavours to perform
such Business Continuity Services.

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

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

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

Extension of Time

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

Political Risk

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

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61.

61.2

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

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

Confidentiality

Without prejudice to the application of the Official Secrets Acts 1911 to 1989 (where

relevant) to any Confidential Information Fujitsu Services acknowledges that any

Confidential Information (other than its own Confidential Information) obtained from or

relating to Post Office, or its servants or agents, is the property of Post Office.

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

Notwithstanding the above, any Party may disclose Confidential Information:
61.2.1 if and to the extent required by law;

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

61.2.3 to its professional advisers;

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

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

61.2.6 to Royal Mail Group;

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

61.2.8 to Fujitsu Services' approved sub contractors as listed in Schedule C2;
61.2.9 if and to the extent reasonably necessary to be disclosed for the purpose of
arranging and maintaining funding generally for Fujitsu Services Holdings Plc or

Fujitsu Services;

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

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

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61.3

61.2.12which is independently developed without access to the Confidential Information;
61.2.13as may be required or permitted by paragraph 2.9 of Schedule A4;

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

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

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

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

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

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

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

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

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

61.4.3 without prejudice to the generality of the foregoing:

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

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

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

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

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

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

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

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

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

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

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61.7

62.

63.

63.1

63.2

64.

65.

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

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

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

Remedies Cumulative

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

Discrimination

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

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

Export

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

VAT

All sums payable under this Agreement are stated exclusive of VAT. Where VAT is
properly chargeable by either Party in respect of any taxable supply, the other Party shall
pay to the first-mentioned Party an amount equal to the amount of any VAT chargeable
in respect of the supply in question (subject to the production by the first-mentioned Party
of a valid tax invoice giving the requisite details of the taxable supply).

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66.

66.1

66.2

66.3

67.

67.1

67.2

67.3

67.4

Guarantee

Fujitsu Services undertakes that its obligations hereunder during the period up to and
including 31st March 2023 are and will continue to be effectively guaranteed by the Fujitsu
Guarantees until 31st March 2023.

If, at any time, the Guarantor provides a deed of amendment to the Fujitsu Guarantee to
amend it so that Fujitsu Services’ obligations hereunder during the period up to and
including 31st March 2023 (but not obligations during the period after 31st March 2023)
are guaranteed, without further amendment to the Fujitsu Guarantee, then Post Office
shall execute such deed of amendment.

Breach of Clause 66.1 shall constitute a Default not capable of remedy.
Interpretation
As used in this Agreement:

67.1.1 the terms and expressions set out in Schedule 1 shall have the meanings
ascribed therein;

67.1.2 the masculine includes the feminine and the neuter;
67.1.3 the singular includes the plural and vice versa; and

67.1.4 unless stated otherwise or the context requires otherwise, any reference within
any Schedule, CCD or CRD to an Annex, Attachment, Section or Paragraph is to
the relevant annex, attachment, section or paragraph of that Schedule, CCD or
CRD.

Areference to any statute, enactment, order, regulation or other similar instrument shall
be construed as a reference to the statute, enactment, order, regulation or instrument as
amended by any subsequent statute, enactment, order, regulation or instrument or as
contained in any subsequent re-enactment thereof. The preceding sentence shall be
without prejudice to any rights under Clause 60.7 and any rights Fujitsu Services may
have under Schedule A4 to charge Post Office for the cost of compliance with any such
subsequent statute, enactment, order, regulation or instrument or subsequent re-
enactment thereof.

Headings are included in this Agreement for ease of reference only and shall not affect
the interpretation or construction of this Agreement.

References in this Agreement to Clauses, Annexes and Schedules are, unless otherwise
provided, references to the clauses of, and annexes and schedules to, this Agreement
(and the Schedules and Annexes form part of this Agreement). References to CCDs and
CRDs are to the documents agreed as such from time to time.

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67.5

67.6

67.7

67.8

67.9

68.

Subject to Clauses 67.6 and 67.7, in the event and to the extent only of any conflict or
inconsistency between provisions of this Agreement, the following order of precedence
shall apply:

(a) the Clauses and Schedule 1;

(b) all other Schedules (other than Schedules B6.1, B6.2 and B6.3) and the
Solution Architecture;

(c) I CCDs (other than the Solution Architecture);
(d) I Work Orders and CRDs; and
(e) Schedules B6.1, B6.2 and B6.3.

Notwithstanding any reference in this Agreement to either Party complying with Working
Documents, Working Documents shall not affect or introduce any contractual obligations
between the Parties.

To the extent that:
67.7.1 a Work Order purports:

(a) to describe the terms on which a particular Work Package will be
performed it shall govern the terms on which the particular Work Package
will be performed and shall take precedence over any provision of this
Agreement in conflict with those terms; or

(b) purports to make other amendments to the terms of this Agreement it
shall have the precedence priority stated in Clause 67.5, or

67.7.2 aCCN purports to describe terms on which changes to this Agreement
specified in that CCN will be made, or terms ancillary to those changes, it shall
govern the terms on which those changes will be made and shall take
precedence over any provision of this Agreement in conflict with those terms.

The Recitals are not legally binding, but are intended as a guide to the history,
interpretation and construction of this Agreement.

References in CCDs and CRDs to items, services or matters affected by subsequent
agreements between the Parties shall be construed to reflect most appropriately the effect
of such subsequent agreements.

Amendments to Clauses, Schedules and Annexes of this Agreement and CCDs
Unless expressly provided otherwise in the provisions of this Agreement, the provisions

of this Agreement shall only be amended in accordance with the Change Control
Procedure.

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69.

70.

71.

714

71.2

72.

72.1

72.2

73.

Severability

If any of the provisions of this Agreement is judged to be invalid, illegal or unenforceable,
the continuation in full force and effect of the remainder of them will not be prejudiced but
such provision shall be deemed modified to the extent necessary in the court's opinion to
render such term or provision enforceable, and the rights and obligations of the Parties
shall be construed and enforced accordingly, preserving to the fullest permissible extent
the intent and agreements of the Parties herein set forth.

Dispute Resolution Procedure

Any dispute arising out of or in connection with this Agreement shall be resolved in
accordance with the procedure set out in Annex 2 to Schedule A2.

Law and Jurisdiction

Without prejudice to Clause 70, this Agreement shall be governed by and shall be
interpreted in accordance with English Law and the Parties submit to the exclusive
jurisdiction of the English Courts.

This Agreement is binding on Post Office and its successors and permitted assignees
and on Fujitsu Services and its successors and permitted assignees.

Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Parties
relating to the subject matter of this Agreement.

Each of the Parties acknowledges and agrees that:

72.2.1 in entering into this Agreement and CCN1200 it has not relied on and shall have
no remedy (except in the case of fraud) in respect of any statement,
representation, warranty, promise or assurance, whether or not in writing, and
whether or not negligent, given or made by any person (whether party to this
Agreement or not) other than as expressly set out in this Agreement or in
CCN1200; and

72.2.2 the only remedy available to it for breach of any of the provisions of this
Agreement or CCN1200 shall be for breach of contract under the terms of this
Agreement and CCN1200.

Revising the Agreement to reflect matters agreed in CCNs

The Parties agree that:

73.1.1 the CCNs listed in section 3.1/Part A of the CCN List are no longer relevant to this
Agreement and have no effect;

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74,

75.

75.1

75.2

75.3

73.1.2 to the extent that amendments were required to the provisions of the Clauses and
Schedules of this Agreement in order to reflect the matters agreed in the CCNs
listed in section 3.2/Part B of the CCN List those amendments have been made.
Such CCNs have accordingly been superseded by this Agreement to that extent
but this shall be without prejudice to the application of such CCNs to matters
other than the Clauses and Schedules of this Agreement (including, without
limitation, their application to, or the introduction of, CCDs or CRDs and/or to any
charges or credits specified in such CCNs which are due or which shall become
due to be paid or allowed); and

73.1.3. the provisions of the CCNs listed in section 3.3/Part C of CCN List (including any
provisions set out in any attachments to those CCNs) have not been reflected by
amendment to this Agreement and accordingly shall remain in effect insofar as
applicable.

Removed by CCN1672a

TUPE

In the event that it is anticipated that the Transfer Regulations will apply on the
commencement of the POLSAP Services so that employees of Post Office, its agents or
contractors shall transfer to Fujitsu Services or its sub-contractors, either directly from
Post Office or from one of its agents or contractors, clauses 75.2 - 75.5 will apply.

No later than three months prior to the intended transfer, Post Office shall, or shall use
reasonable endeavours to procure that its agents or contractors shall, at the request of
Fujitsu Services provide Fujitsu Services a list providing details of the terms of
employment of all personnel who are then employed wholly or mainly (at least 51 per
cent. of their working time or as otherwise agreed by the parties) in the performance of
the relevant services as reasonably required by Fujitsu Services, save that nothing in this
Clause 75.2 shall have the effect of requiring Post Office to produce information in breach
of the Data Protection Act 1998 or in breach of any express duty of confidentiality which
Post Office or its agents or contractors may owe to their respective personnel. In such
circumstances, Post Office shall use its reasonable endeavours to obtain appropriate
consent for the release of such information.

Post Office shall fully indemnify Fujitsu Services (on its own behalf and on behalf of any
sub-contractor) from and against:

75.3.1 any and all liabilities which Fujitsu Services or any sub-contractor incurs in
connection with or as a result of any claim or demand whatsoever by any
employee or former employee of Post Office or its agents or contractors in respect
of his employment with Post Office or such agent or contractor and/or its
termination save to the extent such claim or demand:

(A) both (i) is made by an employee identified within the relevant employment
details referred to in Clause 75.2 as transferring pursuant to the Transfer

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75.4

75.5

Regulations and (ii) relates to employer's liabilities arising in relation to that
employee's service after the said transfer of employment which are
disclosed in writing to Fujitsu Services and/or any of its sub-contractors
prior to the said transfer or relates to the employee's termination after the
said transfer; or

S

is made by an employee who is not identified within the relevant
employment details referred to in clause 75.2 and such termination occurs
after the period set out in clause 75.5; and

75.3.2 any costs, liabilities, awards, decisions, losses and expenses (including

reasonable legal fees) arising out of or in connection with any failure by Post
Office or any of its agents or contractors to comply with its or their obligations
under Regulation 13 of the Transfer Regulations save to the extent such failure
is attributable to the failure of Fujitsu Services to comply with its obligations under
the same Regulation.

In the event that the Transfer Regulations apply on the commencement of the POLSAP
Services, Fujitsu Services shall indemnify Post Office (on its own behalf and on behalf of
its agents and contractors) against:

75.4.1 any costs, liabilities, awards, decisions, losses and expenses (including

reasonable legal fees) arising out of or in connection with any failure by Fujitsu
Services or its sub-contractors to comply with its obligations under Regulation 13
of the Transfer Regulations;

75.4.2 any costs, liabilities, awards, decisions, losses and expenses (including

reasonable legal fees) arising out of or in connection with any change in the terms
and conditions of employment of the employees identified within the relevant
employment details referred to in Clause 75.2 made by Fujitsu Services or its
sub-contractors on or after the transfer date or any change in the terms and
conditions of the employment of the employees identified within the relevant
employment details referred to in Clause 75.2 proposed by Fujitsu Services or its
sub-contractors and whether before, on or after the transfer date but only to the
extent in each case such change or proposed change in the terms and conditions
of employment constitutes a repudiatory breach of the relevant employee's
contract of employment or involves a substantial change in his working conditions
to his material detriment; and

75.4.3 any costs, liabilities, awards, decisions, losses and expenses (including

reasonable legal fees) arising out of or in connection with any act or omission of
Fujitsu Services or its sub-contractors in respect of the employment or
termination of employment of the employees identified within the relevant
employment details referred to in Clause 75.2 on or after the date of transfer of
the relevant employee's employment.

If the contract of employment of any individual who is not a listed transferring employee
under Clause 75.2 shall have effect on and after the transfer date as if originally made
between Fujitsu Services or any of its sub-contractors and the individual concerned as a

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75.6

result of the provisions of the Transfer Regulations and/or any judicial decision
interpreting the same:

75.5.1 the Party first informed of it shall notify the other within ten (10) business days
after becoming aware of the same;

75.5.2. if Fujitsu Services, upon becoming aware or being notified of the same, decides
that it does not wish to employ such an individual, Fujitsu Services shall, within
ten (10) business days of such date, notify Post Office of this in writing;

75.5.3 if Fujitsu Services so notifies Post Office under Clause 75.5.2, Post Office shall
be entitled to make an offer of re-employment or re-engagement to any such
individual within ten (10) business days of the date of receipt of such notification;

75.5.4 Post Office shall notify Fujitsu Services in writing of any offer of re-employment or
re-engagement which is made and any such offer which is accepted by any such
individual; and

75.5.5 if any such offer of re-employment or re-engagement by Post Office is either not
made to such individual in accordance with Clause 75.5.3 or is not accepted by
such individual within fifteen (15) business days of the date of notification under
Clause 75.5.2, Fujitsu Services may terminate his contract of employment at any
time not later than twenty (20) business days after the date of notification under
Clause 75.5.2.

As soon as possible following any notice of termination being given, or any termination
without notice, of all or part of the relevant services under this Agreement and no later
than six months prior to the expiry of an Expiring Service pursuant to Clause 46.3 and
46.4 or to the expiry of this Agreement at the end of the term set out in Clause 46.1,
Fujitsu Services shall at the request of Post Office provide to Post Office (or to Post Office
and the Next Supplier nominated by Post Office) a list providing details of the terms of
employment of all Fujitsu Personnel who are then employed wholly or mainly (at least 51
per cent. of their working time or as otherwise agreed by the parties) in the performance
of the relevant services under this Agreement as reasonably required by Post Office, save
that nothing in this Clause 75.6 shall have the effect of requiring Fujitsu Services to
produce information in breach of the Data Protection Act 1998 or in breach of any express
duty of confidentiality which Fujitsu Services or its sub-contractors may owe to the Fujitsu
Personnel. In such circumstances, Fujitsu Services shall use its reasonable endeavours
to obtain appropriate consent for the release of such information.

75.6A Where the Parties envisage a change in the scope of the Operational Services or part

thereof (the “Relevant Services”) Post Office may (without prejudice to Post Office's right
to request information pursuant to any other provision of this Agreement or pursuant to a
relevant legal obligation) request a Work Package from Fujitsu Services (agreement to
which shall not be unreasonably withheld or delayed) in relation to the supply, of
aggregate employee information of Fujitsu Personnel which may include pay, benefits,
pensions age, notice period, length of service, location and severance costs) who are, at
the time of the request wholly or mainly assigned (at least 51 per cent of their working

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75.7

75.8

time or as otherwise agreed by the parties) in the performance of the Relevant Services
under this Agreement.

Fujitsu Services shall fully indemnify Post Office (on its own behalf and on behalf of any
Next Supplier) from and against:

75.7.1 any and all liabilities which Post Office or any Next Supplier incurs in connection
with or as a result of any claim or demand whatsoever by any employee or former
employee of Fujitsu Services or of any of Fujitsu Services' sub-contractors or
agents in respect of his employment with Fujitsu Services or such sub-contractor
or agent and/or its termination save to the extent such claim or demand:

(A) both (i) is made by an employee identified within the relevant employment
details referred to in Clause 75.6 as transferring pursuant to the Transfer
Regulations and (ii) relates to employer's liabilities arising in relation to that
employee's service after the said transfer of employment which are
disclosed in writing to Post Office and/or the Next Supplier prior to the said
transfer or relates to the employee's termination after the said transfer; or

(B) is made by an employee who is not identified within the relevant
employment details referred to in Clause 75.6 and such termination occurs
after the period set out in clause 75.9.

75.7.2 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any failure by Fujitsu
Services or any of its sub-contractors or agents to comply with its or their
obligations under Regulation 13 of the Transfer Regulations save to the extent
such failure is attributable to the failure of Post Office or a Next Supplier to comply
with its obligations under the same Regulation.

In the event that the Transfer Regulations apply on any termination (with or without notice)
or expiry of all or part of the relevant services under this Agreement , Post Office shall
indemnify Fujitsu Services (on its own behalf and on behalf of its sub-contractors and
agents) against:

75.8.1 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any failure by Post
Office or any Next Supplier to comply with its obligations under Regulation 13 of
the Transfer Regulations;

75.8.2 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any change in the terms
and conditions of employment of the employees identified within the relevant
employment details referred to in Clause 75.6 made by Post Office or a Next
Supplier on or after the transfer date or any change in the terms and conditions
of the employment of the employees identified within the relevant employment
details referred to in Clause 75.6 proposed by the Post Office or a Next Supplier
and whether before, on or after the transfer date but only to the extent in each
case such change or proposed change in the terms and conditions of

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75.10

employment constitutes a repudiatory breach of the relevant employee's contract
of employment or involves a substantial change in his working conditions to his
material detriment; and

75.8.3 any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any act or omission of
Post Office or any Next Supplier in respect of the employment or termination of
employment of the employees identified within the relevant employment details
referred to in Clause 75.6 on or after the date of transfer of the relevant
employee's employment. The indemnity referred to in this Clause 75.8.3 shall not
apply in relation to any Worker who makes or brings a claim, demand or action
referred to in this Clause 75.8.3 to the extent that Fujitsu Services has failed to
comply with its obligation under Clause 48.4.3 in respect of such Worker.

If the contract of employment of any individual who is not a listed transferring employee
under Clause 75.6 shall have effect on and after the transfer date as if originally made
between Post Office or any Next Supplier and the individual concerned as a result of the
provisions of the Transfer Regulations and/or any judicial decision interpreting the same:

75.9.1 the Party first informed of it shall notify the other within ten (10) business days
after becoming aware of the same;

75.9.2 if Post Office, upon becoming aware or being notified of the same, decides that it
does not wish to employ such an individual, Post Office shall, within ten (10)
business days of such date, notify Fujitsu Services of this in writing;

75.9.3 if Post Office so notifies Fujitsu Services under Clause 75.9.2, Fujitsu Services
shall be entitled to make an offer of re-employment or re-engagement to any such
individual within ten (10) business days of the date of such notification;

75.9.4 Fujitsu Services shall notify Post Office in writing of any offer of re-employment
or re-engagement which is made and any such offer which is accepted by any
such individual; and

75.9.5 if any such offer of re-employment or re-engagement by Fujitsu Services is either
not made to such individual in accordance with Clause 75.9.3 or is not accepted
by such individual within fifteen (15) business days of the date of notification
under Clause 75.9.2, Post Office may terminate his contract of employment at
any time not later than twenty (20) business days after the date of notification
under Clause 75.9.2.

Fujitsu Services agrees that it shall promptly provide to Post Office and/or such other
person(s) as Post Office may nominate upon request at any time (though in any event no
more than twice in any 12 month period) an up-to-date list of all Fujitsu Personnel who
are then employed in the performance of the relevant services under this Agreement at
least 33 per cent. of their working time. Where information is provided in advance of a
likely transfer of employment in accordance with Clause 75.6, Fujitsu Services agrees
that it shall promptly provide to Post Office and/or such other person(s) as Post Office
may nominate updated information in the event of a change in the data set out therein

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75.11

75.12

75.13

between the date on which the information was provided under Clause 75.6 and the
transfer date.

Fujitsu Services further warrants and undertakes that during the six months prior to the
transfer date or during any period of notice to terminate this Agreement or the provision
of part or all of the relevant services under this Agreement given by either Party or any
period during which Fujitsu Services contemplates or anticipates giving such notice or
terminating part or all of this Agreement or the Service provision (whether lawfully or
otherwise), Fujitsu Services shall not, and shall procure that its employees and workers
and sub-contractors (as applicable) shall not, other than with Post Office's prior written
consent or in the ordinary course of Fujitsu Services’ business:

(A) increase or amend any salary, emolument, fee or contractual benefit or
entitlement provided to or afforded to any Fujitsu Personnel;

(B) vary the terms and conditions of employment of any Fujitsu Personnel;

(C) increase the proportion of working time spent on the relevant services under
this Agreement by any employees or Fujitsu Personnel;

(D) employ any person or assign any other existing employees or workers to the
provision of all or part of the relevant services under this Agreement so that they
become Fujitsu Personnel; or

(E) replace or remove or terminate or give notice to terminate the employment of
any Fujitsu Personnel.

For the avoidance of doubt, Fujitsu Services shall indemnify Post Office (on its own behalf
and on behalf of any Next Supplier) from and against all and any costs, liabilities, awards,
decisions, losses and expenses (including reasonable legal fees) arising from any
employees employed in the normal course of their employment, wholly or principally
outside the UK in the provision of all or part of the relevant services under this Agreement
(the “Overseas Personnel’) transferring or alleging that they have or will transfer to the
employment of (or any liabilities in respect of them will transfer to) Post Office and/or any
Next Supplier on any termination or partial termination, expiry or partial expiry of the
relevant services provided under this Agreement and all and any related claims including,
without limitation, any failure to inform and consult in connection with such a transfer
and/or any termination of employment of such Overseas Personnel.

In the event of any claim or demand being made or action brought to which Clauses 75.3,
75.4, 75.7, 75.8 apply, the indemnified Party shall promptly notify the indemnifying Party
of such claim, demand or action. The indemnifying Party shall at its own expense conduct
all negotiations for settlement of the same and any legal proceedings that may arise
therefrom. The indemnified Party shall, and shall use reasonable endeavours to procure
that its suppliers, contractors, sub-contractors, agents and employees (as the case may
be) shall, at the request of the indemnifying Party, afford all reasonable assistance for the
purpose of contesting any such claim, demand or action. The indemnifying Party shall
promptly reimburse any reasonable expense incurred by the indemnified Party in so
doing. The indemnified Party shall not make any admissions which may be prejudicial to
the defence of any such claim, demand or action.

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75.14 Not Used and the termination of employment of such OBCS Transferring
Employees.

75.15 This Clause 75.15 shall only apply to those Services (excluding any Expiring Services)
which continue to be provided by Fujitsu Services after 1st April 2017. Notwithstanding
any other provision in this Agreement, in the event that a contract of employment of any
Fujitsu Personnel wholly or mainly assigned (other than on a temporary basis) at the
date of expiry or termination of the relevant service in the provision of the Services
(excluding any Expiring Services) (“In-Scope Employees”) does not transfer to Post
Office or the Next Supplier on the termination or expiry of any element of the Services
(excluding any Expiring Services) as a result of the provisions of the Transfer
Regulations and/or any judicial decision interpreting the same (a “Non-Transferring In-
Scope Employee”) then:

75.15.1 the Party first aware of it shall notify the other within ten (10) business days after
becoming aware of the same;

75.15.2 if Fujitsu Services, upon becoming aware or being notified of the same, decides
that it does not wish to employ such an individual, Fujitsu Services shall, within
ten (10) business days of such date, notify Post Office of this in writing;

75.15.3 if Fujitsu Services so notifies Post Office under Clause 75.15.2, Post Office shall
be entitled to, or use reasonable endeavours to procure that a Next Supplier shall,
make an offer of employment or engagement to any such individual within ten
(10) business days of the date of such notification;

75.15.4 Post Office shall notify Fujitsu Services in writing of any offer of employment or
engagement which is made and any such offer which is refused or accepted by
any such individual;

75.15.5 if any such offer of employment or engagement by Post Office or a Next Supplier
is either not made to such individual in accordance with Clause 75.15.3 or is not
accepted by such individual within fifteen (15) business days of the date of
notification under Clause 75.15.2, Fujitsu Services may give notice to terminate
his contract of employment at any time not later than thirty (30) business days
after the date of notification under Clause 75.15.2; and

75.15.6 provided that Fujitsu Services acts in accordance with this Clause 75.15 or in
such other way as may be agreed between Fujitsu Services and Post Office, Post
Office shall indemnify and keep indemnified Fujitsu Services against all costs,
liabilities, awards, decisions, losses and expenses (including reasonable legal
fees) reasonably incurred arising out of the termination of employment of such
Non-Transferring In-Scope Employees, including payment in lieu of notice,
following the termination or expiry of any element of the Services (excluding any
Expiring Services) provided that Fujitsu Services takes reasonable steps to
mitigate such exposure.

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For the avoidance of doubt, any employee who objects to the transfer of their employment in
accordance with regulation 4(7) of the Transfer Regulations shall not be a Non-Transferring In-
Scope Employee.

The total payments made under the indemnity in Clause 75.15.6 shall be capped at £3,000,000
(three million pounds) in respect of the period to 31st March 2023. With effect from 1st April 2023,
such cap shall be increased to £4,500,000 (four million and five hundred thousand pounds). In

each case this cap shall exclude any costs of employing the Non-Transferring In-Scope
Employees during the period in which Fujitsu Services has the benefit of their services.

76 Fujitsu Global Cloud

76.1. Where the Fujitsu Global Cloud Service is used in the provision of services then it shall
be subject to:

76.1.1 Schedule 14 (K5 Cloud Services) where the Post Office does not have direct access to
the K5 Cloud Platform; or

76.1.2. The K5 standard terms and conditions where Post Office does not have direct access to
the K5 Cloud Platform

76.1.3. .(in respect of Microsoft software used in the cloud) the “Microsoft Software End User
License Agreement which is available directly from Microsoft.

as updated from time to time in accordance with their terms, which together shall be the “Cloud
Terms”.

76.2 Fujitsu Services shall use reasonable endeavours to notify Post Office Ltd in writing
within 30 days of any change to the Cloud Terms

76.3 In the event of any conflict the Cloud Terms shall take priority over the Clauses (and the
relevant Schedules) but only in relation to the Fujitsu Global Cloud Service, and any event or
consequence directly arising from it.
76.4 The Salesforce Support Service Hosting is, until 23.59 on 31%t March 2016, a Fujitsu
Global Cloud Service and for the avoidance of doubt the following clauses of the Agreement
shall not apply to the Salesforce Support Service Hosting:

Clause 23 Gainshare and Schedule D3

*Clause 24 Open Book and Schedule D4.

+Clause 25 Audit and Schedule DS

*Clause 27 to 32 inclusive

Clause 34 Intellectual Property Rights Indemnities

*Clause 58 Transfer and Subcontracting

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*Schedule A2 Governance

*Schedule A3 Change Control

*Schedule D6 Market Testing
77 Belfast Datacentres

It is noted by both Parties that it has not been possible to conclude the extension to the
leases to the Belfast datacentres prior to 16th February 2016. To this end, there
remains a risk that the lease extensions will not be concluded and that Fujitsu Services
will be required to transition the hosted equipment to a replacement datacentre or
alternative service solution agreed by both Parties. In the unlikely event that this risk
crystalises such that Fujitsu Services has to exit a datacentre, Fujitsu Services shall not
be entitled to charge Post Office its own costs of moving and re-installing the equipment
(nor any moving and installing costs relating to Fujitsu Service's Sub-contractors or
suppliers). However, Post Office shall (and shall procure its third party suppliers, clients
and customers shall) facilitate such a transition (at no additional cost to Fujitsu
Services) by:

76.1 arranging and procuring Post Office's third party suppliers, clients and
customers shall install and parallel run network connections needed to the
existing and new datacentres; and

76.2 participating (and procuring participation by its third party suppliers, clients and
customers shall participate) in the planning and implementation for the
connection migrations in line with an agreed project plan,

and a let on any relevant Service Levels to enable the movements and/or replacement
of the relevant hardware/infrastructure.

78. The terms of Schedule I shall apply as set out therein. Notwithstanding Clause 67.5, In
the event of any conflict or inconsistency between the terms of the Clauses (including
this Clause 78) and Schedule I, the provisions of Schedule I shall take precedence to
the extent of such conflict or inconsistency.

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IN WITNESS WHEREOF this Agreement has been executed on behalf of the Parties as

follows:

Signed by

for and on behalf of
POST OFFICE LTD
in the presence of:

Paul Lam-Po-Tang
Visiting Lawyer
Slaughter and May
35 Basinghall Street
London EC2V 5DB

Signed by

for and on behalf of

FUJITSU SERVICES LIMITED
in the presence of:-

Myles Blewett
Masons

30 Aylesbury Street
London EC1R OER

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S.J. Sweetman
(signed on 28th July, 1999)

R. Christou
(signed on 28th July, 1999)

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SCHEDULE 1

INTERPRETATION

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

2.0 24/01/07 Baseline copy of 1.5

3.0 06/07/07 Baseline copy of 2.2

4.0 15/04/08 Baseline copy of 3.1

5.0 23/02/09 Baseline copy of 4.4

5.1 13/05/09 Applying changes as per CCN 1258

5.2 12/06/09 Applying changes as per CCN1252a

6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 23/12/09 Applying changes as per CCN 1268

6.2 05/01/10 Applying changes as per CCN1272

6.3 24/03/10 Applying changes as per CCN1266b

64 30/03/10 Applying changes as per CCN1271c and CCN
1276a

65 01/04/10 Applying changes as per CCN1270

7.0 10/05/10 Moving all schedules to v7.0 as agreed with
Fujitsu.

8.0 21/02/12 Applying changes in accordance with CCN
1294d, CCN1292, CCN1304b,CCN1306a,
CCN1310b

9.0 13/01/14 Applying changes as per CCN1307a,
CCN1311b, CCN1320a, CCN1322b and
CCN1329a, CCN1342a and CCN1400

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10.0

10/09/15

CCD reference updates, applying changes as
per CCN1338, CCN1409a,CCN1410
CCN1411, CCN1414 CCN1415, CCN1418,
CCN1419, CCN1421a, CCN1422 and as
subsequently amended in this CCN1506 and
moving all Schedules to v10.0 in accordance
with CCN1506

31/03/16

Applying changes as per CCN 1423c, 1427,
CCN1500a, CCN1512c, CCN1600 and
moving all Schedules to V11.0 in accordance
with CCN1604

03/07/2017

Applying changes as per CCN 1601b,
CCN1602a, CCN1609d, CCN1614a,
CCN1618a, CCN1620c, CCN1621, and
moving all Schedules to V12.0

13.0

Updating as per CCN1612b, CCN1616b,
CCN1633a, CCN1637b, CCN1638,
CCN1640a, CCN1642, CCN1643, CCN
1644a, CCN1645, CCN1647 and moving all
Schedules to v13.0

14.0

Updating as per CCN1641c, CCN1649,
CCN1652c, CCN1655a, CCN1657d,
CCN1658c, CCN1623b, CCN1648b,
CCN1669a, CCN1672a, CCN1674a,
CCN1678, CCN1700 and moving all
Schedules to V14.0

14a

05/05/2022

Amended definition of “Acceptance Point”
incorrectly amended on V14 conformance.

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SCHEDULE 1
INTERPRETATION

DEFINITION OF TERMS
Terms having the same meaning which are separated by the word “or” in this Schedule
represent alternative versions of equivalent terms and may be used interchangeably
As used in this Agreement, the following terms have the following meanings:

Term Definition

"405 Band" has the meaning given to it in paragraph 1.3.5 in Schedule D8;

"408.5 Band" has the meaning given to it in paragraph 1.3.6 in Schedule D8;

“Acceptance” means in relation to HNG-X, acceptance of a Service or Release in

accordance with the acceptance processes set out in the CCDs referred to
in paragraph 5.11 of Schedule B1.1; and

means in relation to DDS, in respect of any Sprint Requirement, that the
Sprint Functionality meets: (i) its Acceptance Criteria; and (ii) the relevant
Definition of Done in accordance with the provisions of paragraph 1.25 of
Appendix 1 (Agile Methodology) of Schedule I3 (Digital Development
Services), and “Accepted” shall be construed accordingly;

“Acceptance Criteria” means, in respect of any Sprint Requirement, the acceptance criteria that
shall be applied to the relevant Sprint Functionality;

“Acceptance Point” means each of the events (or combination of events) designated
as acceptance points labelled as follows, all of which were passed
as accepted during Project HNG-X;

Z1 - HNG-X Acceptance Gateway 1 (Readiness for Router Roll
Out);

Z2 - HNG-X Acceptance Gateway 3 (Readiness for Live Pilot) and
subsequent authorisation for Live Pilot by the RAB;

Z3 - HNG-X Acceptance Gateway 4 (Readiness for Branch
Migration) and subsequent authorisation for migration by the RAB;

“Acceptance Tests” means, in respect of any Sprint Requirement, the tests to be run to
determine whether the relevant Sprint Functionality complies with the
relevant Acceptance Criteria and the expected results of those tests;

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“Account Data”

shall have the meaning set out in PCI DSS;

“Accounting Firm”

has the meaning specified in Clause 30.19.6;

“Acquirer” means a third party (contracted for by Post Office Ltd.) which facilitates
the handling of debit and credit card messages, interfacing between the
Payment and Banking Solution and banks, as necessary;

"ACT" means Automated Credit Transfer;

“Activation” means the act of configuring the Ingenico Software to enable a PIN Pad at

a particular Counter Position to perform PBS Transactions, whether
performed as part of the migration to Payment and Banking Service or in
respect of a Counter Position added in response to an Operational
Business Change procured via the Operational Business Change (Branch
Change) Service and shall not include replacements of a faulty Pin Pad;

“Actual Engineering
Service Visits”

has the meaning given in 5.12.6 of Schedule D1;

“Actual Spend”

has the meaning as set out in Schedule I

"Additional Benefits”

shall have the meaning given to it in paragraph 4.3.1 of Schedule D3;

“Additional Branch Reporting
Business Capability”

means the Additional Branch Reporting Business Capability as specified in
paragraph 2.13 of Schedule B3.2;

“Additional Remedy Level"
or "ARL”

shall have the meaning given to it in paragraph 1.2.3 of Schedule C1;

“Additional Services”

has the meaning as set out in Schedule I

"Admin Positions”

means all (i) automated Counter Positions, (ii) New Style Mobile
Configurations, (iii) Old Style Mobile Configurations and (iv) operational
sets of Counter Equipment which are not Counter Positions;

"ADSL"

means asynchronous digital subscriber line;

“Affected Service Levels’

shall have the meaning set out in paragraph 4.1 of Schedule C1;

"Agent"

means any person authorised to operate a franchise post office or sub-post
office, including without limitation sub-post masters on a non-franchise
contract, and franchisees of post offices or sub-post offices;

“Agile Methodology”

means the processes and standards set out in or referred to by paragraph
9 of Schedule I3 (Digital Development Services);

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“Agreed Changes”

means those changes to the Existing Functionality listed in Annex 2 to
Schedule B6.1 or subsequently agreed through the HNG-X Programme
Requirements Change Control Process;

“Agreed Form Change
Work Order”

shall have the meaning given to it in paragraph 4.2.1 of Schedule D2;

"Agreed Form Commercial
Terms”

Historic form, replaced by the Agreed Form Change Work Order

“Agreed Form NDA"

means a form of non-disclosure agreement agreed by the Parties from time
to time, such agreement by the Parties not to be unreasonably withheld or
delayed;

“Agreed Form Terms &
Conditions”

means in relation to any Work Order the set of terms and conditions
applicable to that Work Order as contained in the CCD entitled “Standard
Terms and Conditions for Work Orders” (BP/STD/003);

“Agreed Metrics”

means the metrics referred to in Part 2 of Appendix 4 (Governance) of
Schedule I3 (Digital Development Services);

“Agreed Monthly means:

Reduction”
(a) as at 1st April 2013, the amount of fifteen thousand, five hundred and
fifty pounds (£15,550); and
(b) on each anniversary of 1st April 2013, means the amount set out in
paragraph (a) above as indexed (as an Indexed Charge) in accordance
with paragraphs 16.2 and 16.2A of Schedule D1;

“Agreement” means the Codified Agreement as amended by CCN 1200, including the

Schedules thereto, the CCDs and CRDs;

“Agreement Termination
Date”

has the meaning specified in Clause 30.19.3;

"Allowed Changes”

shall have the meaning given to it in paragraph 4.2.3 of Schedule B6.1;

"Amendment Date"

means 1 April 2006;

"AP"

means automated payment;

“AP Client Delivery
Agreement Change
Service”

means the Service referred to in line 6 of Table B of Schedule B3.1;

“AP Client Specification"

means a document describing an APS Client Service Type;

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"APACS"

means the Association for Payment and Clearing Services;

“AP-ADC Facility”

shall have the meaning given to it the facility described in paragraph 2.1.4
of Schedule B3.2;

"APOP”

means automated payment out-payments;

"APOP Admi

Workstation”

an operational PC which enables administration Users to access the
APOP administration service;

"APOP Business
Capability”

means the Business Capability referred to at paragraph 2.4 of Schedule
B3.2;

“APOP Environment"

means the infrastructure that supports one or more APOP Services
comprising:

(a) the APOP database including the APOP authorisation service, and
the services supported by the APOP authorisation service;

(b) the APOP web services;
(c) the APOP administration system; and

(d) file transfer services between the APOP database and the Post
Office Data Gateway Service”;

"APOP Facility”

means the former Horizon Application facility that provided the APOP
Business Capability;

"APOP Interface
Specification”

means the following CCDs:

(a) "Horizon to Client Type 'XO' Application Interface Specification"
(AP/IFS/062);

(b) “ Horizon APOP Authorisation Service Application Interface
Specification " (AP/IFS/063);

(c) " APOP Host System Reporting to Client Application Interface
Specification " (AP/IFS/065);

“APOP Service"

means the set of functions and capabilities that are provided to support a
particular Transaction Voucher type, including:

(a) AP-ADC counter Transactions;
(b) APOP authorisation service;

(c) APOP administration service;

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(d) APOP batch service;
(e) APOP archiving service;

(f) APOP housekeeping service; and

APOP reporting service;

"APOP Service Defi

shall have the meaning given to it in the CCD entitled "APOP Authorisation
Service Reference Manual" (AP/MAN/004);

“Applicable Horizon
Baseline”

shall have the meaning set out in paragraph 2.1.1 of Schedule B6.1;

“Applicable Law

means all applicable laws, statutes and regulations, including by-laws of
local or other authorities, and any applicable guidance or codes of practice
issued by any UK and/or European Union governmental body or regulator;

“Applicable Services"

Means the following Operational Services and Call Off Services: Message
Broadcast Service, Reconciliation Service, Reference Data
Management Service, Management Information Service, Systems
Management Service, Third Line Software Support Service, Data
Centre Operations Service, Operational Business Change (Branch
Change) Service and Central Network Service.

Specification” or "AIS"

means a CCD describing an interface, including, but not limited to, the
definition with which data transferred across that interface must comply;

“Application Services"

means software-based services and solutions managed and distributed by
a third party entity to customers across a wide area network, extranet or
internet from a central data centre;

“Application Support
Service (Fourth Line)"

means the Service referred to in row 14 of Table A of Schedule B3.1;

“Applications”

means the Horizon Applications and the Business Capabilities and Support
Facilities;

"APS" or "Automated
Payment Service”

means the former Horizon Application facility that_provided the In/Out
Payment Business Capability;

“APS Client Service Type”

each APS Client Service Type is a particular variant of APS characterised
by a specific Token, specific processing rules and specific Client
communication protocols. Each APS Client Service Type is documented in
an AP Client specification;

"APS Clients”

means Clients for whom Post Office provides automated payment services
using the APS or the In/Out Payment Business Capability;

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“ARC (Application
Registration Card)
Strategic Smartcard”

Definition removed by CCN1640a

“Architectural Solution
Description”

has the meaning given to it in paragraph 4.1 of Schedule B6.2;

"Artefact"

means documentation, diagrams, processes, specifications, design
information, requirements information, formulae, samples, models,
drawings, design tools or other data produced or used in connection with
use of a Development Methodology;

“ASM Support Package”

shall have the meaning given to it in paragraph 3.1 of Schedule 12.2;

“Asset Manager”

means the Software referred to as such and identified in row 4 of Table 1 of
Schedule B4.1 or row 2 of Table 4 of Schedule C3 (as applicable);

“Asset Register"

shall have the meaning given to it in paragraph 3.2.1 of Schedule E;

"Associated Change
Activities"

means those activities and obligations, performed and undertaken
concurrent with Project HNG-X, that effected changes to the Existing
Services, Horizon Applications and Horizon Service Infrastructure that
were not required exclusively for the purposes of Project HNG-X ;

"Associated Change
Development”

means all of the work undertaken by Fujitsu Services pursuant to this
Agreement in performing the Associated Change Activities;

“Associated Change
Development Charges”

means the Charges for Associated Change Development calculated in
accordance with the provisions of Schedule D8;

“Associated Change
Tasks”

means the Tasks required to be performed by each Party in order to carry
out the Associated Change Workstreams;

“Associated Change
Workstreams”

means the workstreams listed below, across which the Associated
Change Activities were divided;

(a) Service Desk Improvements;
(b) I Next Day Engineering Service;
(c) Branch Network Changes;

(d) AP Clients Migrated to EDG;
(e) Branch router development;

(f) Branch Router Rollout; and

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(9)

Horizon counter PCI development;;

“Associated Changes”

means the changes to the Existing Services, Horizon Applications and
Horizon Service Infrastructure effected by the performance of the
Associated Change Activities;

"ATM"

means automated teller machine or asynchronous transfer mode as the
context requires;

“Audit Record Query"

shall have the meaning given to it in the Service Description for the Security
Management Service;

“Azure Responsibilities”

means each of the Post Office Responsibilities identified in Schedule A5 or
classified as an Azure Responsibility in accordance with Schedule A5;

“Azure Service” or
“Microsoft Azure Services”

means one or more of the Microsoft services and features identified at
http://azure.microsoft.com/services/ (or successor site), except where
identified as licensed separately;

“Audit Support Facility”

means the Support Facility referred to at paragraph 3.9 of Schedule B3.2;

"Back Office”

means applications and operations relating to Post Office Branch business
related processing;

“Background IPR
Purposes”

shall have the meaning set out in Clause 48.8.6;

"Bank Holiday”

means a day on which banks in England are legally closed for business by
statute or proclamation;

“Banking Business
Capability”

means the Business Capability referred to at paragraph 2.5 of Schedule
B3.2;

“Banking Functions"

means the NBS, the Banking Business Capability and/or the Payment and
Banking Service, as applicable in accordance with this Agreement;

"Banking Obligations”

means each of the Post Office Responsibilities identified in Annex D to
Schedule A5 or classified as a Banking Obligation in accordance with
paragraph 2 of Schedule AS;

"Banking Responsi

means each of the Post Office Responsibilities identified in Annex C to
Schedule A5 or classified as a Banking Responsibility in accordance with
paragraph 2 of Schedule A5;

Banking Solution
Elements”

means those elements of the Payment and Banking Solution that provides
the Banking Business Capability for Post Office's Branches;

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“Banking Transaction" means the Transactions supported by the Banking Functions, under
Payment and Banking Service these are further defined as PBS Banking
Transactions;

“Banks” means Santander, CAPO and LINK, and such other banks, building
societies, financial institutions and/or other organisations for or on behalf of
which Post Office provides banking services using the Banking Functions
from time to time agreed by the Parties pursuant to the Operational
Business Change procedure and /or the Change Control Procedure;

“Baseline” has the meaning as set out in Schedule I

"Baseline 7” means:

(a) _ the version of this Agreement in force immediately prior to signature
of CCN1200, known as Baseline 7, being the version of the contract
in effect on signature of CCN 1176 as amended by any CCNs
approved by the Parties between signature of CCN 1176 and
signature of CCN1200; and

(b) the versions of all CCDs and CRDs applicable to Baseline 7.0 as set
out in version 26.0 dated 3 July 2006 of the CCD entitled “Contract
Controlled and Referenced Document List" (COM/CUS/SPE/0001)
(formerly BP/SPE/026) (the "CCD List") amended as necessary to
reflect the agreed version of any CCDs introduced or amended in
accordance with the Change Control Procedure (as defined in
Baseline 7.0):

(i) subsequent to version 26.0 dated 3 July 2006 of the CCD
List but prior to signature of CCN1200; and

(ii) pursuant to an express agreement (all such agreements
being deemed to be effective for the purposes of
establishing Baseline 7) to amend that CCD, as set out in
any CCN entered into prior to signature of CCN1200;

“BCSF Service" means the provision of the Business Capabilities and Support Facilities;

“Benchmark Group” means those services against which the Benchmark Services are to be
benchmarked;

"Benchmark Purpose” shall have the meaning given to it in paragraph 3.1 of Schedule D6;

“Benchmark Services” means the Testable Service which is the subject of Benchmarking at any
‘one time;

“Benchmarker" shall have the meaning given to it in paragraph 3.6 of Schedule D6;

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“Benchmarking” means the process described in Schedule D6 by which the Benchmarker
will compare the Benchmark Services to a Benchmark Group. "Benchmark"
and "Benchmarked" shall be construed accordingly;

"Benchmarking Report" shall have the meaning given to it in paragraph 3.7.4 of Schedule D6;

“Benefits” shall have the meaning given to it in paragraph 2.1 of Schedule D3;

“BIM Report” means a "Business Incident Management" report, issued by Fujitsu
Services to Post Office detailing the corrective action that is required to
enable Post Office to resolve a reconciliation exception or error and restore
financial integrity within the Applications;

“Board Review" shall have the meaning given to it in paragraph 4.1 of Annex 2 to Schedule

"Branch" means a post office or any other location where Post Office (whether
directly or by means of Agents) transacts business with Customers;

“Branch Access Layer” means the server side interface accessed by the Counter Position
application, including the HNG-A Application, in Branches. The Branch
Access Layer has the responsibility for providing remote business services
to Counter Positions, and handles all database access, routing to other
remote back-end services, and storing of data used for server side audit
and recovery;

"Branch Administration means the Support Facility referred to at paragraph 3.2 of Schedule B3.2;

Support Facility”

"Branch Code" means FAD;

“Branch Counter Refresh means a programme of work undertaken to replace the Branch

Programme” Infrastructure with Replaced Branch Infrastructure and the deployment of
the HNG-AApplication and to adjust the Services to align with the Towers
Model

"Branch Hardware means the services described in Schedule B1.3;

Implementation Service”

“Branch Hardware” means hardware (together with any integral software) which is or is to be
(i) installed in a Branch; and (ii) integrated into the Infrastructure, together
with any tools supplied with such hardware which are required to facilitate
such installation and integration;

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“Branch Infrastructure”

means the Initial Branch Infrastructure and any equipment introduced in
excess of the limits of Annex A to Schedule D1;

“Branch Management
Business Capability”

means the Business Capability referred to at paragraph 2.12 of Schedule
B3.2;

“Branch Manager”

means for each Branch, the person nominated by Post Office or the Agent
for that Branch;

"Branch Network
Resilience Service" or
"BNR"

means the Service referred to in row 16 of Table A of Schedule B3.1 which
ceased to be provided with effect from Trigger Point 6;

“Branch Network Service”

means the Service referred to in row 5 of Table A of Schedule B3.1; which
expired on 31st March 2018;

"Branch Support Facility”

means the Support Facility referred to at paragraph 3.3 of Schedule B3.2;

"Branch Telecom
Infrastructure”

means the infrastructure provided by the Next Supplier; of Replacement
Services to those of the Branch Network Service and/or CMT Service;

“Branch Trading

means the method by which the Transactions performed and the cash and

Statement” Stock on hand at the end of a Post Office Branch Accounting Period are
recorded within a Branch;

"BT" means British Telecommunications pic;

"Bureau" means Bureau Application or Bureau de Change Business Capability as

applicable;

“Bureau Application”

means the former Horizon Application facility that provided the Bureau
Service Business Capability;

“Bureau Control Totals
File”

means an electronic file sent to Post Office by Fujitsu Services containing
a summary of the Transactions performed by an on-demand Bureau
Service facility;

“Bureau de Change
Business Capability”

means the Business Capability referred to at paragraph 2.8 of Schedule
B3.2;

"Bureau Service Facility”

shall have the meaning given to it in paragraph 2.8 of Schedule B3.2;

“Bureau Transaction File”

means an electronic file sent to Post Office by Fujitsu Services containing
a record of the Transactions performed by an on-demand Bureau Service
facility;

“Bureau Type”

means a logical grouping of Branches set by Post Office Reference Data
that controls the menu access to the Bureau in Branches; Type 0 Branches
having no access to Bureau, Type 1 Branches having access to buy

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functionality only; Type 2 Branches having access to buy plus limited sell
functionality; and Type 3 Branches having access to full Bureau
functionality;
“Business Capabilities” means the business capabilities forming part of the Business Capabilities

and Support Facilities;

“Business Capabilities and I means:

Support Facilities”

(a) in the period prior to HNG-X Final Acceptance, the HNG-X
Application;

(b) in the period between HNG-X Final Acceptance and the date that a
revised version of Schedule B3.2 is agreed under the Change
Control Procedure pursuant to Clause 5.4, the HNG-X Application
which forms part of the Solution Baseline accepted by Post Office
pursuant to the provisions of Schedule B6.3; and

(c) from the date that a revised version of Schedule B3.2 is agreed
under the Change Control Procedure pursuant to Clause 5.4, the
HNG-X Application comprising the business capabilities and
support facilities as set out in that revised version of Schedule B3.2
(as may be amended from time to time after that date);

“Business Case” means, in respect of each Product, a document created by Post Office in
accordance with its internal processes and requirements that builds upon
the Product Vision and, amongst other things, sets out the expected: (i)
investment required for creating the Product; (ii) tangible and intangible
benefits; and (iii) financial return on investment;

"Business Continuity means the persons designated in writing (i) by Post Office to Fujitsu
Managers" Services and (ii) by Fujitsu Services to Post Office and holding that position
for the purposes of this Agreement from time to time;

"Business Continuity means a document produced by Fujitsu Services setting out Fujitsu
Plan” Services’ contingency or continuity plan for ensuring the ongoing operation
of any one or more of the Applicable Services in the event of an incident
affecting business continuity;

“Business Continuity means the obligations to be performed by Fujitsu Services as set out in
Services Schedule B2;

“Business Equivalence shall have the meaning given to it paragraph 4.2.1 of Schedule B6.1
Principles”

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“Business Rule” means the constraints, rules and allowable values which govern the
operation of business processes and data;

"Business Unit Director" means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

"C4 Confirmation” means a NB Confirmation derived from the LREC Files and REC Files sent
from the Transaction Enquiry Service containing, inter alia, the Banking
Function's view of a Banking Transaction;

“Call Off Charges” means any one or more of the Charges for Call Off Services set out in
paragraph 7 of Schedule D1;

"Call Off Services” means the services referred to in Table B of Schedule B3.1;

"Capacity Addition Costs" I means costs incurred in the addition of capacity under paragraph 13 of

Schedule D1;
“Capacity Management means the Service to manage the capacity of the Infrastructure which forms
Service" part of the Service Management Service as referred to in row 11 of Table A

of Schedule B3.1;

“Capital Project” means any work agreed by the parties which can be undertaken by spare
Development Capacity Resources, in respect to which Post Office can be
capitalised

"CAPO" means the Bank which supports Post Office account cards;

“Cardholder Data” means the PAN or the PAN plus any of the following:

(a) cardholder name
(b) expiration date
(c) Service Code
(d) start date

({e) issue number;

“Cardholder Data shall have the meaning given in the PCI DSS
Environment”

“Card Vali
“Card Vali

ion Code” or =I means
ion Value”

(i) a data element on a Token's magnetic stripe (or otherwise read from a
Token) that uses secure cryptographic process to protect data integrity on

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the stripe, and reveals any alteration or counterfeiting Referred to as CAV,
CVC, CVV or CSC depending on payment card brand as follows:

(a) CAV - Card Authentication Value (JCB payment cards)

(b) CVC — Card Validation Code (MasterCard payment cards)

(c) CVV —Card Verification Value (Visa and Discover payment cards)

(d) CSC - Card Security Code (American Express)
or
(ii) the three digit value printed to the right of the credit card number in the
signature panel area on the back of the card. For American Express cards,
the code is a four digit unembossed number printed above the card number
on the face of all payment cards. The code is uniquely associated with each
individual piece of plastic and ties the card account number to the plastic.

The following provides an overview:

(a) CID - Card Identification Number (American Express and Discover
payment cards)

(b) CAV2 — Card Authentication Value 2 (JCB payment cards)
(c) CVC2 — Card Validation Code 2 (Master Card payment cards)

(d) CVV2 — Card Verification Value 2 (Visa payment cards);

"Cash and Stock means the Business Capability referred to at paragraph 2.11 of Schedule

Management Business B3.2;

Capability”

"CCN" means a Change Control Note (q.v.);

“CCN 1600” means Change Control Note 1600 signed by the Parties on 22 February
2016;

“CCN 1700” means Change Control Note 1700 signed by the Parties on 30th April 2021

"CCN List” the CCD entitled "Application of CCNs to the Contract Baseline"
(BP/CON/271);

"CCN Service List” means the list in Annex D to Schedule D1;

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“CE Mark”

means a mandatory European marking for certain product groups to
indicate conformity with the essential health and safety requirements set
out in European Directives;

"Central Network”

shall have the meaning given to it in paragraph 3.3.2(a) of Schedule B3.3;

"Central Network Service”

means the Service referred to in line 6 of Table A of Schedule B3.1;

"Central Telecom
Infrastructure”

means those networking elements that provide connectivity from the Data
Centre to the sites referred to in paragraph 1.3.3 of Schedule B3.3;

"Certificate of Posting” or
"COP"

means a printed receipt provided to a Customer as evidence of the posting
of the Customer's mail;

“CIT”

means a testing process used to validate interactions between separately
developed components, especially in the Counter and Branch Access
Layer, before they reach formal testing.

"Change Control Note”

means a document used in the Change Control Procedure and defined in
Schedule A3;

"Change Control
Procedure” or "Change
Control”

means the procedure described in Schedule A3;

"Change Request” or "CR"

shall have the meaning given to it in paragraph 3.1.1.2 of Schedule A3;

“Change Work Order” or
“CWO”

means the commercial terms which form part, or are intended to form part,
of a Change Work Order and describe the terms on which the relevant work
is to be carried out or goods supplied including:

(a) the charges which are payable in respect thereof, and

(b) any conditions which have to be fulfilled if an Agreed Form Terms
& Conditions or Work Order is to be valid (for example, conditions as to the
time within which the proposed Agreed Form Terms & Conditions signed by
Post Office must be received);

“Channel Integration
Capability”

has the meaning set out in Annex D of the CCD “Data Centre Operations
Service: Service Description (SVM/SDM/SD/0003)";

“Charges”

means the charges payable by Post Office under this Agreement as
specified in Schedule D1 or elsewhere in this Agreement;

"Clean Room Rules"

shall have the meaning given to it in the definitions section of Annex 2 to
Schedule B6.2;

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"Client"

means an organisation (in respect of the Banking Functions, other than a
Bank, and in respect of Debit Card functions, other than banks and building
societies) on behalf of which Post Office provides a service to Customers
at Branches or an organisation from which Post Office receives Data Files
or to which Post Office sends Data Files using the Post Office Data Gateway
Business Capability;

“Client File Delivery (CFD)
Support Facility”

means the support facility described in 6.2 ‘Client File Delivery Support
Facility’ of Schedule B3.2;

"Client Service Type”

means a variant of a standard service with detailed aspects of that service
customised to meet a specific Client's needs;

"Client Take-On Service"

means the Service referred to in line 5 of Table B of Schedule B3.1;

“Cloud Services” or “K5
Cloud Services”

means the K5 cloud platform including all associated products and services
as provided by Fujitsu Services for the purposes of Fujitsu Services hosting
certain services for the Post Office from time to time, the terms for which
are set out in Schedule 14 (K5 Cloud Services);

"CMT Service"

means the Service referred to in line 15 of Table A of Schedule B3.1; which
expired on 31% March 2018.

"Codified Agreement”

shall have the meaning set out in Recital A;

“Collaboration
Technology”

means compatible audio and video conferencing facilities between the Post
Office and Fujitsu Services with the ability to share screens;

“Collect and Returns”

means the web service provided by Fujitsu that allows Royal Mail to offer a
local collection and return service to online retailers

"Commercial Leads”

means the individuals, one from each of Post Office and Fujitsu Services,
who have the lead role in relation to the Commercial Relationship, as
identified in Schedule A2;

"Commercial Relationship”

shall have the meaning set out in Annex 1 of Schedule A2;

"Commercial Terms"

the previous name for CWOs;

“Committed Development
Spend”

has the meaning as set out in Schedule I

“Committed Period”

has the meaning as set out in Schedule I

“Committed Spend”

has the meaning as set out in Schedule I

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“Common Digital
Platform” (“CDP”)

means a platform that is external to Fujitsu Services

“Common Digital Platform
Adaptor” (“CDPA”)

means the interface that allows for the transference of data into Fujitsu
Services domain via the CDP

"Comparative Service
Provider”

means a provider of Comparative Services;

"Comparative Service” or
“Comparative Services"

means Equivalent Services to the Benchmark Service or Competitive
Tendering Service in question for which tenders will be sought in
accordance with Competitive Tendering;

“Compensation Amount”

shall have the meaning set out in Clause 39C.8;

"Competitive Tendering
Services”

means the Testable Service or Testable Services the subject of Competitive
Tendering at any one time;

“Competitive Tendering”

means a formal tendering exercise as described in Schedule D6 seeking
tenders from Comparative Service Providers for Comparative Services;

“Component Integration
and Test (CIT) Rig”

means the RIG used by Development staff to link code modules together
and to perform development testing, prior to hand over to the independent
Test Team;

"Conditionality Expiry
Date”

means 23:59:59 on 28 February 2007 or such later date as the Parties may
agree;

"Conditionality Period”

means the period commencing on the Amendment Date and ending on the
earliest to occur of the following:

- receipt by Fujitsu Services of a Funding Notice;

- receipt by Fujitsu Services of notification in writing by Post Office
that it will not deliver a Funding Notice;

- expiry of notice to provide Purchase Order Cover; and

- the Conditionality Expiry Date;

"Confidential Information”

means all information (other than Escher Confidential Information)
designated as such by either Party in writing together with the Source Code
of Specially Written Software, the existence and terms of this Agreement,
the negotiations relating thereto and all other information (whether in writing
or not) which relates to the business, affairs, products, developments, trade
secrets, know-how, personnel, customers and suppliers of either Party or
information which may reasonably be regarded as the confidential
information of the disclosing Party;

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"Configured POL FS" means the elements of the SAP Software hosted within the Infrastructure
that are configured by Post Office or by third parties for Post Office use, a
primary function of which is to enable the consolidation of all cash and near
cash within Post Office's network of Branches including, without limitation,
all instances of such software in live operational use or used in development
or testing environments hosted within the Infrastructure. Although hosted
within the Infrastructure, Configured POL FS shall be deemed not to be a
part of the Infrastructure and is not Software or an Application or a Business
Capability and Support Facility;

Configured POL MI Means the elements of POL MI Software hosted within the infrastructure
that are configured by Post Office or by third parties for Post Office use,
including, without limitation, all instances of such software in live operational
use or used in development or testing environments hosted within the
Infrastructure, Configured POL MI shall be deemed not to be a part of the
Infrastructure and is not Software and is not one of the Applications;

“Contactless Transaction” I means a retail transaction whereby payment cards are scanned by the card
reader resulting in there being no need for PIN entry, use of a magnetic card
reader or signature. Transaction limits are set at a fixed amount and may
be changed from time to time, by prior agreement with Post Office, via
Reference Data;

“Continuing Services” means Operational Services which are not Terminating Services;

"Contract Controlled means a document which is listed as such in a Schedule of this Agreement

Document" or "CCD" or designated as such in a CCN agreed after the date of signature of
CCN1200;

“Contract Manager" means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

“Contract Referenced means a document which is listed as such in a Schedule of this Agreement

Document" or "CRD" or designated as such in a CCN agreed after the date of signature of
CCN1200;

"Contracted Volume” means each of the levels defined as a "Contracted Volume" in the CCD

entitled "Horizon Capacity Management and Business Volumes"
(PA/PER/033) applicable to components of the Infrastructure as specified

in that CCD;

“Contractors” shall have the meaning set out in 61.4.3(b);

"Core Document Set” means the CCDs indicated to be within such set in the CCD entitled "Post
Office Contract Controlled and Contract Referenced Document List"
(COM/CUS/SPE/0001);

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“Core Team”

means those personnel identified as such in the minutes of the Demand
Planning Forum;

“Counter Base Unit”

The PC element of the Counter Equipment;

"Counter Clerk"

means a person who serves Customers at Counter Positions in a Branch;

“Counter Equipment”

means the PC's, printers, screens, local area network and other equipment
installed by Fujitsu Services in Branches for the provision of the Services
which shall be supported by the Engineering Service until its expiry on 31%
March 2015;

“Counter Gold Build”

A compiled set of operating system, driver and application system code
which can be installed onto a Counter Base Unit, upon which the main
application system code, and subsequent patches and changes, can be
applied. Occasionally, new Counter Gold Build versions may be created,
either as the only way that required change can be released, or with the aim
of reducing the volume of subsequent updates required for a new or
replaced Counter to build to the appropriate software version;

"Counter Position”

means an IT device (with a counter identifier within the HNG-X System)
where a Customer transacts business with a Counter Clerk or other Sub-
Postmaster or Post Office representative or with a similarly automated
back-office position in a Branch where a User carries out administration;

“Counter Training Offices”
or "CTOs"

means the locations where New CTO Configurations or Old CTO
Configurations are installed;

“Coursework Role”

means the restricted access Counter Position role that overrides the User's
existing role at logon when the User does not hold Essentials Curricula
training, in accordance with Training Controls

“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 which
expired on the 31% March 2016. From 1% April 2016, where reference is
made to Credence/MDM Service in a remaining Service Description then to
the extent which there is the requirement for an interface between the
Credence/MDM Service and its replacement, then Fujitsu shall work with
Post Office Limited and/or the Post Office Limited Service Integrator (at
Post Office's cost) to create and/or amend the interface to work with the
replacement Credence/MDM Service to be provided by the Next Supplier
using the Change Control Procedure;

“Critical SMEs”

means those personnel identified by Fujitsu Services as subject matter
experts in aspects of the Services;

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"CSRDE"

shall have the meaning given to it in the CCD entitled “Postal Services
Business and Operational Context” (REQ/CUS/BRS/0001);

"CTO Branch”

means a Counter Training Office;

"CTO Counter" means a simulated Counter Position in a CTO Branch;

"Customer" means a person transacting, or seeking to transact, business with Post
Office, through the Infrastructure;

“Customer Agreement” means the standard Microsoft Cloud Agreement that Microsoft requires all

customers of the Microsoft Azure Services to enter into as set out in
https://msdn.microsoft.com/en-us/partner-center/agreements (or
successor site), as updated from time to time, and which for clarity also
includes the update Known as the “Financial Services Amendment”
document reference (MCA)(FSIAm)(WW)(ENG)(Oct.2017Partner Center)
as may be updated from time to time;

“Customer Content”

has the meaning set out in paragraph 2.4.2 of Schedule 14 (K5 Cloud
Services);

"Customer Session”

means a set of contiguous Transactions recording business transacted by
a single Customer;

"D Messages"

means a message transmitted to the DRSH when the amount included in
settlement of a Banking Transaction differs between the Bank and the
Counter Position;

"D8 Charges”

means the HNG-X Development Charges and the Associated Change
Development Charges;

“Daily Stand Up”

means a meeting of the Sprint Team on each business day during the DDS
Term (except during any period of leave agreed by the parties) to discuss:
(i) tasks completed on the previous business day; (ii) tasks to be completed
on the current business day; and (iii) any impediments potentially affecting
attainment of the Sprint Requirements;

"Data Centre” or "Data
Centres”

means any one or more data centres (as the context requires) connected
to the Infrastructure and used by Fujitsu Services in the provision of the
Services, including the Fujitsu Services service locations in Bracknell and
Stevenage;

"Data Centre Operations
Service”

means the Service referred to in row 4 of Table A of Schedule B3.1;

"Data Controller”

shall have the same meaning as “controller” as that expression is defined
in Article 4(7) of the GDPR

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"Data File”

means a set of electronic data, contained within a single file and held, used
or transmitted as part of any of the Services provided by Fujitsu Services;

"Data Processor"

shall have the same meaning as “processor” as that expression is defined
in Article 4(8) of the GDPR;

“Data Protection Audit”

has the meaning set out in Clause 33.2.13;

“Data Protection Impact
Assessment”

has the meaning set out in Article 35 of the GDPR;

“Data Protection
Legislation”

means the Data Protection Act 2018, the General Data Protection
Regulation (“GDPR’”), the Privacy and Electronic Communications (EC
Directive) Regulations 2003 and all other Applicable Law in respect of data
protection and data privacy including any applicable guidance or codes of
practice that are issued by the Information Commissioner, Working Party
29 and/or the European Data Protection Board (and each of their
successors);

“Data Protection Officer”

means an individual appointed by a Party in compliance with Article 37 of
the GDPR;

“Data Protection
Regulator”

means the Information Commissioner's Office and the European Data
Protection Board or any successor body to either regulator from time to time
and any other supervisory authority with jurisdiction over either party in
relation to matters of data protection and privacy;

"Data Reconciliation
Service Host" or "DRSH"

means the server in a Data Centre used for processing and storing Banking
Transaction and DC Transaction and ETU Transaction data for
reconciliation and retrieval purposes;

“Data Subject”

has the meaning set out in Article 4 (1) of the GDPR;

"DC Authorisation Agent"

shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001));

"DC Data” means any or all of the following:
(a) data transmitted and received between the DC Authorisation Agent
and the Merchant Acquirer;
(b) data transmitted and received between the DCM and the Merchant
Acquirer; and
(c) Sensitive DC Data included in a BIM Report;
"DC MoP" means a Method of Payment where the form of payment is a DC Token;

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"DC Token”

shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001));

"DC Transaction”

shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001))

"DCM" shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001))

“DDS Commencement I means 1 August 2018;

Date”

“DDS Rate Card”

means the rate card set out in Appendix 5 (DDS Charges) of Schedule I3
(Digital Development Services);

“DDS Service Review”

means the meeting described under the heading DDS Service Review in
Part 1 of Appendix 4 (Governance) of Schedule 13 (Digital Development
Services);

“DDS Term”

means the period of time from the DDS Commencement Date until 31
March 2023;

“DDS Tools”

means the tools listed in Appendix 6 (Tools) of Schedule 13 (Digital
Development Services), together with any other tools required for delivery
of the DDS as agreed between the parties and specified in the Product
Overview Document;

"Debit Card”

means the elements that support DC MoP, as part of the Payment
Management Business Capability;

"Debit Card Obligation”

means each of the Post Office Responsibilities:

(a) identified in paragraphs 5.10 to 5.13 (inclusive) of Annex B to
Schedule A5 (as applicable); or
(b) classified as a Debit Card Obligation in accordance with paragraph

2 of Schedule AS;

"Debit Card
Responsibility”

means each of the Post Office Responsibilities:

(a) identified in paragraphs 5.1 to 5.9 (inclusive) of Annex B to

Schedule A5 (as applicable); or

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(b) classified as a Debit Card Responsibility in accordance with
paragraph 2 of Schedule A5;
"Decision" any decision or action which falls within the scope of responsibility of the
relevant Relationship as described in the relevant part of Annex 1 to
Schedule A2;
"Default" means any breach of the obligations of either Party (including but not limited

to fundamental breach or breach of a fundamental term) or any default, act,
omission, negligence or statement of either Party, its employees, agents or
sub-contractors in connection with or in relation to the subject matter of this
Agreement and in respect of which such Party is liable to the other;

“Definition of Done”

means, in respect of any Sprint Requirement, the criteria set out in
Appendix 2 (Definition of Done) of Schedule I3 (Digital Development
Services) as well as any additional specific criteria agreed by the parties
that must be successfully met for the specific Sprint Functionality to be
considered complete;

“Definition of Ready”

has the meaning given in paragraph 1.11 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);

“Delivered Sprint
Requirement”

means a Sprint Requirement that is Accepted;

“Demand Forecast”

means the overall forecast of demand for the Digital Development
Services, including details of all Products within scope of DDS;

"Demand Planning Board"

Has the meaning set out in Annex 1 of Schedule A2;

"Dependencies"

means a Task to be performed by one Party upon which the performance
of any other Task by the other Party depends;

"Deposited Software"

means all software designated as such by the Parties from time to time;

“Description of Data
Processing”

means the description of the processing of Personal Data undertaken by
the Parties as set out in Schedule J;

"Design and Architecture
Requirements”

means the HNG-X Requirements referred to in Annex 7 to Schedule B6.1
as may be amended under the HNG-X Programme Requirements Change
Control Process or in accordance with the Change Control Procedure;

"Design Authority” means, as the context requires, the Post Office Design Authority or the
Fujitsu Services Design Authority;
"Design Limit" means each of the levels defined as such in the CCD entitled "Horizon

Capacity Management and Business Volumes" (PA/PER/033);

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"Design Proposal”

means a Work Package related development document, as further
described in accordance with paragraph 8 of Schedule 20 of Baseline 7;

"Design Purpose"

means any one or more of the following purposes:

(a) to support the evaluation, selection or procurement of third party
software applications or Branch Hardware for integration into the
Horizon Service Infrastructure;

(b) to assist a third party in its development of a software application or
Branch Hardware for integration into the Horizon Service
Infrastructure;

(c) to assist with integration of the Horizon Service Infrastructure with
other systems; and/or

(d) to understand how to replace the Horizon Service Infrastructure and
the Horizon Applications in the long term, including interfaces with
software to be retained beyond the term of this Agreement;

"Developed
Documentation"

means documentation, which is not Specially Written Documentation,
produced by or on behalf of Fujitsu Services:

(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and

(b) under a Work Order for Development Services, such
documentation having been;

(i) specified as a deliverable for the Post Office in that Work
Order; or

(ii) requested by the Post Office as a deliverable and
acknowledged and produced by Fujitsu Services for the
Post Office on that basis in the course of Fujitsu Services'
performance of professional services during the stages:
strategic approval; start-up and feasibility; or requirements
analysis, of the development process or lifecycle;

“Development Capacity
Resources”

means the Fujitsu Services resources undertaking ASM which the parties
have agreed should be assigned to undertake Capital Projects.

"Development Charges”

means the Charges for the Development Services, as set out in paragraph
10 of Schedule D1;

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“Development Director" means the person designated in writing by Fujitsu Services to Post Office
as holding that position for the purposes of this Agreement from time to
time;
"Development Lifecycle shall have the meaning given to it in paragraph 4.1 of Schedule B1.1;
Stage”

"Development Lifecycle” shall have the meaning given to it in paragraph 4.1 of Schedule B1.1;

"Development means a set of production processes and management disciplines for the
Methodology” effective development and implementation of software and/or infrastructure
projects;

"Development Obligation" I means the relevant obligation imposed on Fujitsu Services when Clause
34.5.6(b) applies:

1) in respect of the HNG-X Service Infrastructure and the Business
Capabilities and Support Facilities, to comply with the System
Capacity and Performance Requirements, the Training
Requirements, the Operational and Support Service
Requirements, the Migration and Implementation Requirements,
the Design and Architecture Requirements, the Security
Requirements, the Development Requirements and the Testing
Requirements, each as referred to in paragraph 4.1.1 of Schedule
B6.1;

2) in respect of the functionality of the Business Capabilities and
Support Facilities (other than the HNG-X User Interface and the
Postal Services Business Capability), to ensure that such
functionality accords with the Business Equivalence Principles; and

(c) in respect of the HNG-X User Interface and Postal Services
Business Capability, to ensure that they meet the business needs
that are met by the comparable part of the Horizon Applications (it
being acknowledged that any similarities between the style and
graphical realisation of the HNG-X User Interface and the user
interface(s) of the comparable Horizon Applications as may arise
shall only arise as a matter of coincidence through the proper
operation of the Clean Room Rules),

(together the "Development Obligations");

“Development Services" shall have the meaning given to it in paragraphs 3.1 and 1.4 of Schedule
B1.

"Dialled Connection” means a network connection to a Branch to be established for the purposes
of transferring data between that Branch and a Data Centre and

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disconnected once that data transfer is complete, including such
connections established via satellite;
“Digital Development Means those services described in Schedule 13 (Digital Development
Services (DDS)” Services);

means the meeting described under the heading Digital Demand
Forecasting Board in Part 1 of Appendix 4 (Governance) of Schedule I3
(Digital Development Services);

“Digital Demand
Forecasting Board”

"Dispute" means any dispute arising out of or in connection with this Agreement;

“Dispute Owner” shall have the meaning given to it in paragraph 5.1.1 of Annex 2 to
Schedule A2;

"Dispute Resolution means the procedure set out in Annex 2 to Schedule A2;

Procedure" or "DRP”

"Disputed Banking means Within Period One (as defined in the Service Description for the
Transaction Notice” Security Management Service), notification (and the provision of related
information) of a Banking Transaction, which requires investigation, to
Fujitsu Services' management support unit (MSU) in accordance with the
procedure set out in the Service Description for the Reconciliation Service
for raising a DBTN (as referred to in that Service Description);

“Disrupted Sprint” has_the meaning given in paragraph 11.4 of Schedule 13 (Digital
Development Services);

DIW Means the Dynamic Information Warehouse application developed on
behalf of Post Office and hosted by Fujitsu Services;

“DOORS” means the requirements management tool used by Post Office for version
control and management of requirements;

"Downtime" means the period (counting time from within the period 08:00 to 18:30 hours
of each relevant Post Office Core Day only - excluding Saturday)
commencing with a call being made to the Service Desk until resolution of
that call (being the point in time when full operational service has been
restored to the customer), less all time categorised as "suspended help
desk call" as agreed from time to time between Fujitsu Services and Post
Office;

"DR Data Centre” means the Data Centre described as such in sections 2.9 and 3.9 in the
Service Description for the Data Centre Operations Service;

"DRP" means the Dispute Resolution Procedure;

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"DUKPT" means derived unique key per transaction;
"DVLA" means the Driver and Vehicle Licensing Agency;

"DVLA Licensing Business
Capability”

means the Business Capability referred to at paragraph 2.6 of Schedule
B3.2;

"DVLA On-line Link"

means the communication links between the Data Centres and the systems
of the Driver and Vehicle Licensing Agency;

"DVLA POME”

means an enquiry service formerly used by an Horizon Application to
provide facilities now implemented as an HNG-X Application facility to
provide the DVLA Licensing Business Capability;

“Early Life Support”

means the phase commencing with the start of the Payment and Banking
Pilot, at Payment and Banking Service Trigger Point PBS3, and ending with
Payment and Banking Service Acceptance, at Payment and Banking
Service Trigger Point PBS6;

"EDG" means Post Office's former external data gateway for routing Transaction
data from the Infrastructure to Clients, this functionality has since migrated
to PODG;

"EIR" means the Environmental Information Regulations 2004;

"Electronic Top-Up
Business Capabili

means the Business Capability referred to at paragraph 2.7 of Schedule
B3.2;

“EMIS” means the electronic management information service provided by the
Merchant Acquirer;

"EMV" means the Europay Mastercard Visa standard for financial smart cards;

“EMV Payment means a transaction initiated by Post Office and/or its customer, which is

Transaction”

subject to processing on the Ingenico Central Platform as part of the
Payment and Banking Service, which relates to a payment using a credit or
debit card and shall include, without limitation, purchases of goods and/or
services or cancellations of purchases for refund or credit, via any payment
method accepted by the Ingenico Central Platform, including when the
transaction fails as a result of the applicable authorisation rules as well as
transactions which are not payment generating transactions but are subject
to processing on the Ingenico Central Platform within the scope of the
Payment and Banking Service;

“End Point”

means the starting point of a file transferred into PODG or the destination
point of a file transferred from PODG;

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“End to End Banking” means the end-to-end systems and services (of which (without limitation)
the NBS, the NB System and Bank systems form part) required to deliver
network banking to Customers;

“End to End Services" means the end-to-end systems and services (of which the Infrastructure
and the Services form part) required to deliver services to Customers;

“End User" means any employee of any member of the Royal Mail Group (and any
Agent or employee thereof) carrying out or involved in the carrying out of
the business of the Post Office;

“Engineering Service” means the Service referred to in row 2 of Table A of Schedule B3.1;, where
reference is made to Engineering Service in a remaining Service
Description then to the extent to which:

1. Fujitsu Services is dependent on an element of the Engineering Service
to deliver the relevant Service, this shall constitute the
dependencies on Post Office described in Section 1.8 of Schedule
AS5 — Post Office Responsibilities, Annex A to deliver to facilitate
Fujitsu Service's delivery of the Service;

2. Where there is the requirement for an interface between the Service
and the replacement Engineering Service, then Fujitsu Services
shall work with Post Office and/or the Post Office Service Integrator
(at Post Office's cost) to create and/or amend the interface to work
with the replacement Engineering Service using the Change
Control Procedure;

“EOSL Roadmap” means a file detailing: (a) the known end of service life dates for hardware
and software used to deliver the Operational Services by Fujitsu Services
based on publicly available vendor product roadmap information; and (b) a
high level summary of the Services or products that relate to the hardware
or software identified on the EOSL Roadmap.

“e-pay" means the third party, providing services to or for the benefit of Post Office,
that facilitates the handling and authorisation of ETU messages (including,
without limitation, ETU Requests and ETU Authorisations);

"EPOSS” means the former Horizon Application facility that provided the Point of Sale
Business Capability;

“Equipment” 1. In the period up to 31% March 2015, any physical hardware (excluding
Paypoles and including, without limitation, supply cords, interface
cables and cords, User-installable components and peripherals)
forming part of the Infrastructure and Stand-Alone Hardware
supplied by Fujitsu Services;

2. In the period from 1% April 2015, any physical hardware (including,
without limitation, supply cords, interface cables and cords, User-

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installable components and peripherals) forming part of the
Infrastructure supplied by Fujitsu Services;

“Equivalent Services" means, in relation to a Testable Service, a service or services which, at the
time that Testable Service is subject to Market Testing, are available from
the market:

(a) to meet the same business requirements and the same or
substantially the same specification for that Service (as reflected
in all provisions of this Agreement relevant to that Service and the
basis on which it is provided); and

(b) achieve the same or substantially the same Service Levels as
those applicable in respect of that Testable Service;

“Escher” means Escher Group Ltd, having its principal office at 101 Main Street,
Cambridge, Mass. 02142;

“Escher Confidential means the information referred to in paragraph 2.2 of Schedule C3;
Information”

"Escher Software User" means:

(a) any person authorised by Post Office to use the Services in a franchise
post office or sub-post office, including without limitation sub-post
masters on a non-franchise contract and franchisees of post offices or
sub post offices (together with their employees); and

(b) any employee of Post Office or employee of Royal Mail Group on behalf
of Post Office involved in the development, operation, receipt and/or
management of the Existing Services;

“Escher Upgrade means WebRiposte, Asset Manager, Framework and Mails and references
Software" to the “software” in paragraph 2 of Schedule B4.1 shall, unless the context
clearly indicates otherwise, be a reference to the Escher Upgrade Software;

“Essentials Curricula” means the set of training curricula that are required to be held by the User
of a Counter Position, in accordance with Training Controls, to be allowed
to logon to the Counter Position with any role other than the Coursework
Role

“Estimating Methodology” I means the agile methodology used for the purposes of sizing User Stories
and allocating an appropriate number of Story Points, as agreed between
the parties;

ETL Means the Extract, Transform and Load application developed on behalf of
Post Office and hosted by Fujitsu Services;

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"ETU" or "ETU means the Electronic Top-Up Business Capability;

Application"

"ETU Agent” means the software applications used to process:

(a) ETU Requests and ETU Authorisations transmitted between Branches
and e-pay, and

(b) ETU CO messages received from the Branches, which are converted
into ETU Reversals;

“ETU Authorisation" means an authorisation message transmitted on-line from e-pay or the ETU
Agent in response to an ETU Request, stating whether that ETU Request
has been approved or declined;

“ETU CO Confirmation” means a confirmation message written by the ETU Counter Application
during an ETU Transaction when that ETU Transaction has been declined
for a reason other than the receipt from e-pay of an ETU Authorisation
declining the ETU Transaction;

“"ETU CO” means a priority message automatically generated following a counter
timeout for transmission from a Branch to an ETU Agent;

"ETU C1 Confirmation” means a confirmation message written by the ETU Counter Application
during an ETU Transaction when that ETU Transaction has been
completed;

"ETU Counter Application" I means the application software that contains the business logic controlling
the dialogue with Users of the ETU;

“ETU Decline” means an instruction contained in an ETU Authorisation to refuse an ETU
Transaction received from e-pay. "Declined" and "Declining" as used in the
CCD entitled "ETU Definition" (BP/SPE/044) shall be construed

accordingly;

"ETU Receipt” means a paper receipt issued during an ETU Transaction either as a record
of that ETU Transaction or as part of the process of carrying out that ETU
Transaction;

"ETU Request” means a priority request message generated for transmission from a

Branch to e-pay in order to undertake an ETU Transaction for a Customer;

“ETU Reversal” means a message automatically generated by an ETU Agent upon receipt
of an ETU CO message, for transmission from an ETU Agent to e-pay in
order to nullify an ETU Request;

“"ETU System” means the elements of the Infrastructure and the ETU Counter Application
which support operational use of the ETU Application;

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“"ETU Token” means a Token supported by ETU, as described in paragraph 5.2.1 of the
CCD entitled "ETU Definition" (BP/SPE/044);

“ETU Transaction" means any one or more of the following Transactions supported by ETU:
(a) the purchase of a card based top-up product;

(b) the purchase of a card based PIN product;

(c) the purchase of a PIN/e-voucher product;

(d) the refund of a card based Transaction;

(e) the refund of a PIN/e-voucher Transaction;

“EUC Tower Contractor” means Computacenter pic being the Next Supplier of branch hardware
engineering services, in place of the expired Engineering Service previously
provided by Fujitsu Services and management of the Replaced Branch
Infrastructure or any other third party engaged by Post Office to supply,
install or manage branch hardware engineering services.

"Event" means a recorded and auditable instance of business administration
activity, such as the registration of a new User, or the production of a Report;

"Executive Review" shall have the meaning given to it in paragraph 3.1 of Annex 2 to Schedule
A2;

“Existing Equipment" means the Counter Equipment at the Amendment Date;

"Existing Functionality” means the functionality of the Applicable Horizon Baseline, including any
functionality that has been rendered inactive (through Reference Data or by
other means), but excluding any functionality that relates exclusively to a
Redundant Business Function;

"Existing Licences” means in respect of:

(a) WebRiposte, Asset Manager and Framework, the licensing agreements
between Fujitsu Services and Escher dated 20 December 2000 and
8 May 2001 together with variation agreements dated 18 April 2002
and 26 June 2002 for each of these licence agreements; and

(b) Mails Product, the applicable licensing provisions of the agreement
between Fujitsu Services and Escher dated 20 December 2002;

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“Existing Services” means, in respect of each Branch, the Services provided over the
Infrastructure, using the Horizon Applications to that Branch, prior to the
HNG-X Date for that Branch;
“Exit Period” means the period of exit assistance which may continue to be provided by

Fujitsu, of twenty-four (24) months, or such other period as agreed between
the Parties following termination of the Payment and Banking Services;

“Exit Plan” or "Exit Plans" I means the General Exit Plan and/or the HNG-X Exit Plan (as applicable);

“Exit Scenario" shall have the meaning given to it in paragraph 3.2.3(a) of Schedule E;

“Exit Strategy” means the exit strategy document containing the information described in
paragraph 3.2.3(a) of Schedule E and developed and maintained pursuant
to Schedule E;

“Expected Engineering has the meaning given in paragraph 5.12.4 of Schedule D1;

Volume”

“Expert” shall have the meaning given to it in paragraph 7.1 of Annex 2 to Schedule
A2;

“Expired Services” means services which were previously provided by Fujitsu to the Post

Office but which have been terminated or have expired: the Service Desk
Service, the Engineering Service, the Credence/MDM Service, the
POLSAP Application Support Service, the POLSAP Hosting Service and
the Salesforce Support Service;

“Expiring Services” means:

(i) Engineering Service, and Service Desk Service each of which have an
expiry date of 31st March 2015; and

(ii) POLSAP Applications Support Service which has an expiry date of
23:59 on the 4" October 2016; and

(ili) CMT Service which has an expiry date of 31st March 2018; and

(iv) Salesforce Support Service which has an expiry date of 31st March
2016; and

(v) POLSAP Hosting Service which has an expiry date of 13" March
2019; and

(vi) Credence/ MDM Service which has an expiry date of 31st March
2016; and

(vii) Not used

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(viii) Branch Network Service which has an expiry date of 31st March 2018.
“Expiry Date” means the offer expiry date specified in the Change Work Order for a Work
Package or Work Package Element;
"Facilitator" has the meaning given to it in paragraph 3.4 of Annex 2 to Schedule A2;
"FAD" means a unique code that identifies a particular Branch;

"Failure Event"

means an event or series of connected events which causes one or more
Counter Positions to be deemed Unavailable due to a Network Wide
Failure or Local Failure. Ongoing failures will be deemed to be part of such
Failure Event until the Failure Event is closed in accordance with the
Incident closure process which is set out in the Working Document entitled
“Major Incident Process" (SVM/SDM/PRO/0001) (‘Incident Closure
Process’);

"File Management Support
Facility”

means the Support Facility referred to at paragraph 3.5 of Schedule B3.2;

"Final Period”

shall have the meaning set out in paragraph 2.4 of Schedules C1;

"Financial Year"

means each period during the term of this Agreement commencing on 1
April in any calendar year and ending on 31 March in the following calendar
year, save that if this Agreement is terminated early the date of termination
shall be deemed to be the end of a Financial Year;

"Fixed Connection”

means a network connection, other than an ADSL Connection, to a Branch
which is intended to be established and held open between times agreed
by the Parties;

"FOIA"

means the Freedom of Information Act 2000;

"FOIA Order"

shall have the meaning given to it in paragraph 2.9.5 of Schedule A4;

"Force Majeure"

shall have the meaning set out in Clause 60.1;

“Framework” means the Software referred to as such and identified in row 3 of Table 4 of
Schedule C3;
"Framework Agreement” shall have the meaning set out in Clause 61.4.3(b);

"Fraud Event"

means any single act of fraud or other criminal activity carried out by a
person or more than one person acting together or a series of such acts
which are committed by the same person or persons as part of a scheme
or plan using the same or similar methods in each case;

"FRIACO"

means flat rate internet access call origination;

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"FS Listed Personnel” means (a) the persons from time to time fulfilling the role of the persons
whose job titles are currently ‘Business Unit Director’, ‘Commercial Director’
and ‘Business Development Director’; (b) any Fujitsu Services members of
the Systems Integration Partnership and Executive Relationship who are
not in (a); and (c) the persons fulfilling the roles within Fujitsu Services’
human resources department which are notified to Post Office in writing
from time to time;

"FS Task" means a Task to be performed by Fujitsu Services;

“Fujitsu Background IPR" means all Intellectual Property Rights owned by Fujitsu Services or a
member of the Fujitsu Services Group and either (i) created prior to the
Project HNG-X Commencement Date or (ii) created after the Project HNG-
X Commencement Date and independently of this Agreement but
excluding, for the avoidance of doubt:

(a) Post Office Foreground IPR;

(b) Licensed IPR; and

(c) all IPR required to be assigned to Post Office pursuant to Clause
29;
“Fujitsu Dependency” means with respect to:

(a) Post Office (including the Post Office Service Integrator to the extent
to which it acts as the managing partner of Post Office):

1. a current Fujitsu Services obligation under this Agreement
(including as set out in Schedule F); and
2. any additional obligations which Post Office and Fujitsu

Services agree as part of the impact analysis performed
in contemplation of the appointment of the Post Office
Service Integrator by Post Office and/or the Partial
Termination or termination of any Terminable Service on
which Post Office is wholly or partially dependent in order
that it may fulfil its own obligations under any agreement
relating to the Towers Model; and

(b) a Tower Contractor, any obligations which Post Office and Fujitsu
Services agree as part of the impact analysis performed in contemplation
of the appointment of the Post Office Service Integrator by Post Office
and/or the Partial Termination or termination of any Terminable Service on
which any Tower Contractor (which is the Next Supplier with respect to the
relevant Terminable Service) is wholly or partially dependent in order that it
may fulfil its own obligations under any agreement relating to the Towers
Model. For the avoidance of doubt, this may include:

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1. obligations that Fujitsu Services currently has to Post
Office under the Agreement (including as set out in
Schedule F) on which the Tower Contractor is dependant
to deliver its services to Post Office under any agreement
relating to the Towers Model; and

2. additional obligations which the parties agree as part of
the impact analysis;

"Fujitsu Developed
Documentation”

means Developed Documentation that is not Post Office Developed
Documentation;

“Fujitsu Global Cloud
Service”

means Fujitsu Services’ commodity infrastructure as a service offering as
more particularly described in the service description available at
http://globalcloud.uk.fujitsu.com;

"Fujitsu Guarantees”

means the Fujitsu Services Holdings guarantee dated 31 December 2002
and the Fujitsu Limited guarantee dated 31 December 2002;

“Fujitsu Personnel”

means employees of Fujitsu Services , its agents, its consultants and its
sub-contractors (including, in each case, their employees, contractors and
agents) and of any other person who provide or are involved in the provision
of the Services;

"Fujitsu Service Cost"

means in respect of any work carried out by Fujitsu Services, all direct
material, supplier, subcontractor and Fujitsu Services labour costs
(including, as appropriate service management and/or project costs)
reasonably incurred by Fujitsu Services in carrying out such work, plus
those indirect costs exclusively incurred in relation to the relevant work,
including 6% Horizon contract management overheads, but excluding
group overhead recovery;

"Fujitsu Services”

means Fujitsu Services Limited;

"Fujitsu Services
Acceptance Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

"Fujitsu Services Change
Control Manager”

means the person designated in writing by Fujitsu Services to Post Office
as holding that position for the purposes of this Agreement and the address
of that person to which all Change Requests should be delivered by Post
Office to Fujitsu Services from time to time;

"Fujitsu Services Group”

means Fujitsu Services Holdings plc and its subsidiaries;

"Fujitsu Services Project
Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

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"Fujitsu Services Support
Engineer"

means an engineer employed directly by Fujitsu Services or its supplier(s)
with responsibility including the diagnosis, repair and/or swap of Branch
equipment;

"Fujitsu Services SIP Team
Member"

shall have the meaning given to it in paragraph 2.1 of Schedule B1.2;

"Fujitsu Services’ Design
Authority"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services’ HNG-X
Acceptance Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

"Fujitsu Services’ HNG-X
Programme Manager”

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

"Fujitsu Services’ Offshore
Design Authority"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

"Fujitsu Services’ Offshore
Project Manager"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

“Fujitsu Services’ SI
Director"

means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;

"Fujitsu Services’
Software”

means software used by Fujitsu Services in connection with the provision
of Services and:

(a) created prior to the Project HNG-X Commencement Date or created
after that date and used solely in connection with the provision of
Existing Services; and

(b) in which the Intellectual Property Rights are wholly owned by a
member or members of the Fujitsu Services Group,

including, without limitation, the software which is identified as Fujitsu
Services Software in the CCD entitled "Transfer Asset Register"
(COM/MGT/REP/0001);

“Fujitsu Support
Applications”

means the software listed in Schedule G, Annex 1;

“Full Track”

means the entire contents of track 1, 2 or 3 from the magnetic stripe or chip
ona Token;

“Functional Requirements”

means the HNG-X Requirements described in paragraph 4.2 of Schedule
B6.1;

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“Functional Requirements I means the process for the refinement of Functional Requirements set out
Definition Process or referred to in Part 1 of Annex 11 to Schedule B6.1;

"Funding Notice” means a notice delivered by Post Office to Fujitsu Services and expressed
to be a Funding Notice given pursuant to Clause 1.1;

"Gain Share" means the principles set out in Schedule D3 that govern how the Parties
intend to share Benefits resulting from future cost saving initiatives or
development work;

"General Exit Plan" means the plan set out in Annex 2 to Schedule E to be developed and
maintained in accordance with Schedule E setting out the steps to be
followed in relation to termination or expiry of this Agreement, Partial
Termination and/or expiry of an Expiring Service, as applicable depending
on the applicable Exit Scenario;

“Generic Web Service means Clients for whom Post Office provides services using the Generic
(GWS) Client” Web Service Business Capability;
“Generic Web Service means the support service described in section 6.4 ‘Generic Web Service
(GWS) Support Facility” Support Facility’ of Schedule B3.2;
“Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency,

foresight and timeliness as would be expected from a leading company
within the relevant industry or business sector;

“Good Professional means good practices, methods and procedures (or one of a range of
Practice” practices, methods and procedures) which would be adopted by a leading
supplier exercising in the general conduct of its undertaking that degree of
skill, diligence, prudence and foresight which would ordinarily and
reasonably be expected from a leading supplier engaged in the business of
providing services which are the same as or similar to the Services;

"Governmental means any United Kingdom primary legislation and any United Kingdom
Regulation” secondary legislation;
"GPRS" means general packet radio service;

“Group Commercial and I Means the person designated in writing by Fujitsu Services to Post Office
Legal Director” as holding that position for the purposes of this Agreement from time to
time.

"GSM" means global system for mobile communications;

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"GSM Connection” means a GSM network connection to a Branch which uses high speed
circuit switched data (HSCSD) technology and is intended to be established
and held open between times to be agreed between the Parties;

"GSM CSD Connection" means a GSM network connection to a single counter Branch which uses
circuit switched data (CSD) technology and is intended to be permanently
installed;

"Guarantor" means either of Fujitsu Services Holdings Plc or Fujitsu Limited;

"H&HNG Systems means the implementation of Infrastructure and software upgrades and

Integration” additions to the Infrastructure (other than the Branch Infrastructure) to
interface to any new systems or Applications and support any new
Services operating end-to-end as defined by Post Office requirements in
the relevant Work Order;

“Hard Cap” shall have the meaning given to it in paragraph 1.3.4 of Schedule D8;

“Hardware” means any hardware used by Fujitsu Services to provide Services under
this Agreement;

“Hardware Impact means:

Assessment”

(a) in relation to any intended Implementation of Branch Hardware,
verification of the Branch Hardware's technical compatibility and ability
to interface with other elements of the Infrastructure; and

(b) in relation to any intended Implementation of Branch Hardware or
Stand-Alone Hardware an assessment of the impact of the intended
Implementation on the Infrastructure and the HNG-X Services
(including, without limitation, the Service Levels and the availability of
suitable support);

“Hardware means Hardware Impact Assessment and Implementation Support (as

Implementation" described under Schedule B1.3 but procured under Schedule B1.1);

"Hardware Procurement” means the procurement of Branch Hardware or Stand-Alone Hardware;

“Head of Change and IS" means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

“Head Office Counter means a single position gateway configuration or a multi-position gateway

Position” configuration to be installed in Post Office office premises that are not
Branches;

"Help Desk" or "Helpdesk" I means Service Desk provided by Fujitsu until the 2"¢ July 2014;

or "Horizon System Help

Desk"

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“HNG-A Application”

means a part of the HNG-X System, produced as a redevelopment of the
counter business application element of the HNG-X Application, providing
the same business capabilities and support facilities, as summarised in
Schedule B3.2 of this Agreement, but to be used at a Counter Position on
Replaced Branch Infrastructure;

“HNG-A Gaps Counter
Position, SYSMAN3 and
Residual Release 17
Component Infrastructure
Services”

has the meaning given to it in SVM/SDM/SD/0003 Datacentre Operations
Service

"HNG-X Acceptance
Board”

means the board described as such in paragraph 3.1.2 of Schedule B6.3;

“HNG-X Acceptance
Criterion"

shall have the meaning given to it in paragraph 2.3 of Schedule B6.3;

“HNG-X Acceptance
Dispute”

shall have the meaning given to it in paragraph 7.1 of Schedule B6.3;

“HNG-X Acceptance
Dispute Board”

means the board set out at Schedule A2, Annex 1;

"HNG-X Acceptance
Gateway”

means an assessment point at which specific activities or events must meet
agreed HNG-X Acceptance Criteria to the parameters defined in Schedule
B6.3 before proceeding to subsequent dependent activities or events;

"HNG-X Acceptance
Incident Collection”

shall have the meaning ascribed to it in paragraph 2.8 of Schedule B6.3;

"HNG-X Acceptance
Incident”

shall have the meaning ascribed to it in paragraph 2.7 of Schedule B6.3;

"HNG-X Acceptance
Managers”

means the Fujitsu Services’ HNG-X Acceptance Manager and the Post
Office HNG-X Acceptance Manager;

"HNG-X Acceptance
Method”

shall have the meaning ascribed to it in paragraph 2.4 of Schedule B6.3;

"HNG-X Acceptance Plan"

means a plan produced and agreed in accordance with paragraph 2.10 of
Schedule B6.3;

“HNG-X Acceptance
Process”

means the acceptance process for the HNG-X System set out or referred
to in Schedule B6.3;

"HNG-X Acceptance
Process Stage”

means a stage in the HNG-X Acceptance Process referred to in paragraph
2.2.4 of Schedule B6.3;

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“HNG-X Acceptance
Testing Evidence"

shall have the meaning given to it in paragraph 5.1 of Schedule B6.3;

"HNG-X Acceptance
Tracking”

means the tracking of the HNG-X Acceptance Process as described in
paragraph 2.5 of Schedule B6.3;

“HNG-X Acceptance
Tracking Document"

shall have the meaning given to it in paragraph 2.5 of Schedule B6.3;

“HNG-X Application”

means a software application expressed as series of business capabilities
and support facilities which, as at signature of CCN1200, are summarised
in Schedule B3.2, which shall include the HNG-A Application;

“"HNG-X Assumptions”

means the assumptions and constraints set out in:

(a) the CCDs referred to in Annexes 4, 6 and 8 to Schedule B6.1;

(b) Annex 12 to Schedule B6.1; and

(c) the CCDs entitled “HNG-X Counter Reference Data Delivery Strategy -
Agreed Assumptions and Constraints” (REQ/CUS/STG/0003) and

“HNG-X Branch Exception Handling Strategy —- Agreed Assumptions
and Constraints” (REQ/CUS/STG/0002);

“HNG-X Authority Level 1"

means the Post Office HNG-X Programme Manager and the Fujitsu
Services' HNG-X Programme Manager;

"HNG-X Authority Level 2”

means the Post Office Delivery, Integration and Assurance Manager and
the Fujitsu Services SI Director;

“"HNG-X Baseline Open
Book Information”

means the information set out in the CCD entitled "HNG-X Baseline Open
Book Information” (COM/MGT/PRO/0002) version 1.0, dated 16 August
2006;

“HNG-X Central
Infrastructure”

means all of the equipment installed in the Data Centres to provide the
Business Capabilities and Support Facilities;

"HNG-X Date"

means, in respect of each Branch, the Working Day on which the "point of
no return" occurs, as described in paragraph 41 of section 8.5 of the CCD
entitled "HNG-X Migration Strategy - Agreed Assumptions and Constraints"
(REQ/CUS/STG/0001);

"HNG-X Design
Walkthrough"

means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;

"HNG-X Development"

means all of the following work undertaken by Fujitsu Services pursuant to
this Agreement:

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(a) all design, development and testing in accordance with Project HNG-
x

all work and activities connected with achievement of HNG-X Initial
Acceptance and HNG-X Final Acceptance;

(c) resolution of HNG-X Medium Severity Acceptance Incidents and
HNG-X Low Severity Acceptance Incidents outstanding following
HNG-X Initial Acceptance and HNG-X Final Acceptance;

(d) any work required in the three months after start of HNG-X Project

Workstream X4 (HNG-X Application Roll Out)} to ensure that the

functionality of the Business Capabilities and Support Facilities

(other than the HNG-X User Interface and the Postal Services

Business Capability) accords with the Business Equivalence

Principles;

"HNG-X Development
Charges”

means the Charges for HNG-X Development calculated in accordance with
the provisions of Schedule D8;

“HNG-X Development
Completion”

means completion of HNG-X Development by Fujitsu Services such that all
HNG-X Development Charges shall have been paid or shall have become
due to be paid by Post Office to Fujitsu Services;

"HNG-X Development
Period"

means the period commencing on the date signature of CCN 1200 and
ending on the completion of HNG-X Development;

“"HNG-X Document
Review"

means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;

"HNG-X Exit Plan”

means the plan set out in Annex 3 to Schedule E to be developed and
maintained in accordance with Schedule E setting out the steps to be
followed in relation to termination of Project HNG-X;

“HNG-X Final Acceptance”

means progressing through HNG-X Acceptance Gateway 6 by satisfying all
of the matters referred to in paragraph 4.5.3.1 of Schedule B6.3;

“HNG-X Final Acceptance
Date"

means the date on which HNG-X Final Acceptance is achieved;

"HNG-X Final Development
Charge Date”

means the date on which Fujitsu Services gives notice to Post Office that
no further invoices will be raised in respect of HNG-X Development other
than in accordance with paragraph 3.2 of Schedule D8;

“"HNG-X High Level Test
Plans” or "HNG-X HLTP”

shall have the meaning ascribed to it in paragraph 2.6 of Schedule B6.3;

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"HNG-X High Severity
Acceptance Incident"

means an HNG-X Acceptance Incident categorised as ‘High’ in accordance
with Annex A of Schedule B6.3;

“HNG-X Initial Acceptance"

means progressing through HNG-X Acceptance Gateway 4 by satisfying all
of the matters referred to in paragraph 4.5.2.1 of Schedule B6.3;

“HNG-X Initial Acceptance
Date”

means the date on which HNG-X Initial Acceptance is achieved;

"“HNG-X Low Severity
Acceptance Incident"

means an HNG-X Acceptance Incident categorised as 'Low' in accordance
with Annex A of Schedule B6.3;

"HNG-X Medium Severity
Acceptance Incident”

means an HNG-X Acceptance Incident categorised as ‘Medium’ in
accordance with Annex A of Schedule B6.3;

“HNG-X Migration
Assumptions”

means the agreed assumptions and constraints in respect of Transition as
set out in the CCD entitled "HNG-X Migration Strategy — Agreed
Assumptions and Constraints" (REQ/CUS/STG/0001);

“HNG-X Minor
Concession”

means an authorised agreement between the Parties to defer or revoke all
or part of a HNG-X Project Requirement where such action has a non-
significant impact to performance or functionality for the purposes of the
HNG-X Acceptance Process;

“HNG-X Monitoring”

means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;

“HNG-X PCI Date”

means, in respect of each Branch, its HNG-X Date or the day on which the
Branch is activated as part of the Horizon PCI Rollout, whichever is the
earlier. The last HNG-X PCI Date shall be no later than completion of T5
(Data Centre Ready for HNG-X) plus 3 months;

“HNG-X Programme
Change Assessment”

means the assessment procedure described in paragraph 3 of Part 5 of
Annex 11 to Schedule B6.1;

“HNG-X Programme
Change Authority”

means the body described in paragraph 1.2 of Part 5 of Annex 11 to
Schedule B6.1;

“HNG-X Programme Plan”

means the plan under which the fulfilment of each Party's obligations under
this Agreement in relation to Project HNG-X and certain of the Associated
Change Activities was delivered;

“HNG-X Programme
Requirements Change
Control Process”

means the process described in Part 5 of Annex 11 to Schedule B6.1;

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“HNG-X Project Activities”

means those activities and obligations, performed and undertaken as part
of Project HNG-X, that were required exclusively for the purposes of Project
HNG-X ;

“HNG-X Project Price”

shall have the meaning given to it in paragraph 1.3.1 of Schedule D8;

“"HNG-X Project Tasks”

means the Tasks required to be performed by each Party in order to carry
out the HNG-X Project Workstreams;

"HNG-X Project
Workstreams”

Means the workstreams listed below across which the HNG-X Project
Activities were divided;

X1 - HNG-X Application development and testing:

X2 - Migrate Data Centre to HNG-X Configuration;

X3 - HNG-X Pilot and Acceptance;
X4 - HNG-X Application Rollout;

X6 - Post Application ADSL Changes; and

X7 - Decommission of Horizon equipment;;

"HNG-X Rectification Plan"

means a plan referred to in paragraph 6.4.1 of Schedule B6.3;

"HNG-X Release
Validation”

means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;

“HNG-X Requirement”

means a business requirement of Post Office which is either (i) set out or
referred to in Annexes 3 to 10 (inclusive) of Schedule B6.1 (ii) developed in
accordance with the Requirements Definition Process or (iii) agreed in
accordance with the Change Control Procedure;

“HNG-X Requirements
Assurance"

means the approach agreed by the Parties to the assurance of HNG-X
Requirements as described in paragraph 4 of Part 1 of Annex 11 to
Schedule B6.1;

"HNG-X Requirements
Baselining Process”

means the process described in Part 2 of Annex 11 to Schedule B6.1;

“HNG-X Requirements
Catalogue Draft at
Contract"

means an extract of the HNG-X Requirements Catalogue from DOORS at
the date of signature of CCN1200, version 0.2, which represents the HNG-
X Requirements referred to in Annexes 3 -10 of Schedule B6.1;

“HNG-X Requirements
Catalogue”

the version controlled list(s) of assured HNG-X Requirements (typically
consisting of Use Cases and narrative statements), associated agreed
HNG-X Acceptance Criteria, associated agreed HNG-X Acceptance

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Methods, associated agreed Fujitsu Services compliance statements and
associated agreed caveats to full compliance;

"HNG-X Requirements means an extract of the HNG-X Requirements Catalogue from DOORS at

Catalogue, version 1" the end of the Requirements Stage;

"HNG-X Service means

Infrastructure”

1. Inthe period up to 31 March 2015, the Branch Infrastructure, the HNG-
X Central Infrastructure and the HNG-X Telecommunications
Infrastructure;

2. In the period from 1% April 2015, the HNG-X Central Infrastructure and
the HNG-X Telecommunications Infrastructure;

“"HNG-X Services” means the Operational Services, Call Off Services, Service Integration
Services, Third Party Management Services and BCSF Services;

"HNG-X Solution means the process described in paragraph 5 of Schedule B6.2;

Assurance"

"HNG-X Solution Test” means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;

"HNG-X Stage means progression through an HNG-X Acceptance Process Stage in

Progression" accordance with the rules and process set out at paragraph 4 of Schedule
B6.3;

“HNG-X Sub-contractor" means any of the Sub-contractors identified as such in the table in
paragraph 2 of Schedule C2;

"HNG-X System" means the HNG-X Service Infrastructure together with the Business
Capabilities and Support Facilities, whether those Business Capabilities
and Support Facilities are installed on either of:
the HNG-X Service Infrastructure; or
the Post Office Cloud, which is the sole responsibility of Post Office;

"HNG-X T&M Budget” means Fujitsu Services’ estimate of the HNG-X Development Charges and
Associated Change Development Charges for the resource and time
required to complete (as the context requires) (a) an FS Task (b) a Level 3
element in the HNG-X Programme Plan to be performed by Fujitsu Services
or (c) a group of such Tasks taken together (from which the budgeted
amounts and hours for each such Task, or Tasks taken together, may be
derived);

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“HNG-X
Telecommunications
Infrastructure”

means the Central Telecom Infrastructure;

"HNG-X Termination
Charge"

means the charge set out in paragraph 6 of Schedule E payable by Post
Office if Project HNG-X is terminated in accordance with Clause 47.11.2;

“HNG-X Test
Infrastructure”

Means the SV&I Rig, Integration (INT) Rig and Component Integration and
Test (CIT) Rig

“HNG-X Third Party
Software”

means any software identified as such in Schedule C3;

"HNG-X User Interface" or
“HNG-X UI"

means the software accessible at Counter Positions (including its
configuration, processes, structure and organisation) by which Users
interface with the Business Capabilities and Support Facilities over the
Infrastructure;

"Horizon Application”

means software which performed or supported a specific business function
ata Branch or in the Back Office and which operated on the Horizon Service
Infrastructure in the period up to 31st March 2015

“Horizon Audit Facility"

means the former Horizon Application facility that provided the Audit
Support Facility

"Horizon Central
Infrastructure”

means infrastructure used to provide the Services prior to the HNG-X
Project-;

"Horizon Counter
Position”

means a Counter Position, or a similarly automated position at a CTO or at
head office premises used by Post Office;

“Horizon Design
Documentation"

means Internal Design Documentation and Specially Commissioned
Design Documentation;

"Horizon Icon Service”

means the Service referred to in row 7 of Table B of Schedule B3.1;

“Horizon IPR Materials”

has the meaning specified in Clause 30.19.7;

"Horizon Materials”

means all documents, software, materials, items or other things whatsoever
that were created by or on behalf of Fujitsu Services for or in connection
with this Agreement before the Project HNG-X Commencement Date and
any other documents, software, materials, items or other things created
after that date and used solely in connection with the provision of Existing
Services;

“Horizon PCI Rollout”

means the rollout of PCI changes to Horizon Counter Positions as
described in the ccD entitled “Security Constraints”
(ARC/SEC/ARC/0001);

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“Horizon Reconciliation means the former Horizon Application facility that provided the
Facility” Reconciliation Support Facility;
"Horizon Service means
Infrastructure”
(a) In the period up to 31%! March 2015, the Branch Infrastructure, the
Horizon Central Infrastructure and the Horizon Telecommunications
Infrastructure;
(b) In the period from 1% April 2015, the HNG-X Service Infrastructure
“Horizon Software” means all software, databases and documentation used in the delivery of
services to Post Office pursuant to this Agreement by Fujitsu Services,
including without limitation:
(i) the Fujitsu Background IPR;
(ii) the Internal Code;
(iii) the Fujitsu Developed Documentation;
(iv) the Fujitsu Services Software;
(v) the Listed Documentation; and
(vi) the Licensed IPR,
but excluding (without prejudice to any right, title or interest Post Office may
have in respect of such items pursuant to this Agreement):
(i) the Fujitsu Support Applications;
(ii) the Specified Third Party Software; and
(iii) any software, databases and documentation in which the Intellectual
Property Rights and database rights are owned by Post Office;
“Horizon Software IPR” means the Intellectual Property Rights and database rights subsisting in
the Horizon Software;
“Horizon means, prior to the occurrence of Trigger Point T5 (Data Centre Ready for
Telecommunications HNG-X), the telecommunications links between the Horizon Central
Infrastructure” Infrastructure on the one hand and each of (a) the Branch Infrastructure
(b) Client systems (c) Post Office systems (d) the Merchant Acquirer and
(e) Santander systems on the other hand, and shall include any
associated telecommunications equipment including, without limitation,
transfer management servers and physical routers;

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“Horizon Third Party
Software”

means any software identified as such in Schedule B4.1;

“HSCSD”

means High Speed Circuit Switched Data;

"HSM"

means the hardware security module in which PINs are translated prior to
transmission of encrypted data from the Infrastructure to the Banks;

“Human Computer
Interface” or "HCI"

means the interface between the computer systems and Users;

"Icon Business Change
ccDs"

means the CCDs entitled "Horizon Icon Service Description" (CS/PDN/018)
and "Horizon Icon Service Prices" (CS/PDN/019)

“Ips”

has the meaning set out in paragraph 2.5.1 of Schedule 14 (K5 Cloud
Services);

“Implementation”

means all or any of the following activities: (a) Hardware Procurement; (b)
Implementation Support; (c) Installation Management; and (d) Installation;

"Implementation Support”

means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Implementation Support in the Annex to Schedule B1.3 or any similar
service element agreed to be such by the Parties from time to time;

“In/Out Payment Business
Capability”

means the Business Capability referred to at paragraph 2.3 of Schedule
B3.2;

“Incident” an unplanned interruption to Business Capabilities and Support Facilities
and associated POL Service Types or failure of a component of any of the
above.

"Incident" means any perceived abnormal or undesirable occurrence relating to the

Services;

"Indemnified Party”

shall have the meaning given to it in Clause 34.9;

“Indemnifying Party"

shall have the meaning given to it in Clause 34.9;

"Independent Adviser”

means an independent consultancy generally recognised in the IT industry
in the United Kingdom who may carry out Competitive Tendering in
accordance with Schedule D6;

“Indexed Charges”

shall have the meaning set out in paragraph 16.1 of Schedule D1;

"Information Condition”

shall have the meaning set out in Clause 43.12;

“Infrastructure”

means any of the infrastructure used by Fujitsu Services at the relevant
time to deliver the Services, being any of the Horizon Service

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Infrastructure, the HNG-X Service Infrastructure or, during the Roll Out
Phase, the combination of elements of the Horizon Service Infrastructure
and the HNG-X Service Infrastructure (as applicable) and excluding the
infrastructure used to deliver the Post Office Cloud;

For the avoidance of doubt, it is noted that from 1 April 2015 the definitions
of Horizon Service Infrastructure and HNG-X Service Infrastructure
changed.

"Infrastructure Services”

means OPS and TMS, the provision of which ceased at Trigger Point T6
(Counter Application Rollout Complete);

“Ingenico Central
Platform”

means the technical platform, which in particular shall include software
managed, exploited, maintained and administered by Fujitsu Services’ Sub-
contractor, Ingenico, for the provision of the Payment and Banking Service;

Ingenico Software”

means the software programs owned by Fujitsu Services’ Sub-contractor,
Ingenico, used to deliver the Payment and Banking Service. The Software
contains components hosted on the Ingenico Central Platform (“Axis”) and
components to be loaded onto the PIN Pad (“C3 Software”);

"Initial Branch
Infrastructure”

shall have the meaning specified in paragraph 2.1.1 of Schedule B3.4;

"Initial Horizon
Application"

means EPOSS, APS, LFS, Message Broadcast, NBS and the Horizon
Application element of Debit Card and Reference Data Management;

“Inner Core Team”

means those personnel identified as such in the minutes of the Demand
Planning Forum;

“In-Scope Employees”

shall have the meaning set out in Clause 75.15;

"Installation"

means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Installation, as referred to in the Annex to Schedule B1.3;

“Installation Management”

means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of Installation
Management in the Annex to Schedule B1.3;

“INT?

means a testing process used to validate platform and software integration,
packaging, provisioning distribution and installation, before software
reaches the formal test environments;

“Integration (INT) Rig”

means the Rig used by the Product Integration Team (PIT) to test packages
and associated scripts produced by Development, prior to handover to the
Test Team and the SV&I Rig;

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“Intellectual Property
Rights" or "IPR"

means patents, trade marks, service marks, design rights (whether
registerable or otherwise), applications for any of the foregoing, moral
rights, copyright, trade or business names and other similar rights or
obligations whether registerable or not in any country (including but not
limited to the United Kingdom);

"Interface Costs"

means Interface Establishment Costs and Interface Operational Costs;

"Interface Establishment
Costs”

means all costs reasonably incurred by Fujitsu Services in establishing any
new technical and operational interfaces between a Replacement Service
and the Services (other than the Terminable Service being terminated);

"Interface Operational
Costs”

means the ongoing cost to Fujitsu Services of operating, managing and
maintaining the technical and operational interfaces between a
Replacement Service and the Services (other than the Terminable Service
being terminated);

“Interim Applications
Support and
Maintenance Service
(ASM)”

means the Applications Support and Maintenance Service as
described within Schedule 12 (Application Support and Maintenance)

"Internal Code”

means machine readable software (including PIN Pad firmware) supplied
as an integral part of the Hardware and not listed in this Agreement;

“Internal Design
Documentation"

means Fujitsu Services’ internal design documentation created for the
purposes of this Agreement prior to the Project HNG-X Commencement
Date or created after that date and used solely in connection with the
provision of Existing Services;

“Investment Recovery”

shall have the meaning given to it in paragraph 4.2.1 of Schedule D3;

“Invoicing Period"

shall have the meaning set out in paragraph 6.1.3 of Schedule D2;

“IP Licence Fee”

means the fee payable by Post Office to Fujitsu Services under Clause
30.19.1;

"ISDN"

means integrated services digital network;

“Issuer Identification
Number” or "IIN"

means the identification number ascribed to an issuer of a magnetic card
or similar token by APACS;

™T"

means information technology;

“IT Infrastructure Library"
or “ITIL”

means a series of industry standard documents used to aid implementation
of a framework for IT services management;

“Joint Objectives”

shall have the meaning given to it in Recital (E);

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"Key Individual”

means a natural person employed or engaged by either Party and:

i) in the case of Fujitsu Services, who is a member of the SIP or all or
substantially all of whose work is directly associated with the provision
of the Services to Post Office; or

ii) in the case of Post Office, 20 per cent. or more of whose work facilitates
the receipt by Post Office of the Services,

such work including the support, administration or monitoring of all or any
part of the Services and/or the management of staff involved in carrying out
such work;

"Key Management
System" or "KMS"

means the management of security keys;

"Key Personnel”

means the specific personnel listed in the CCD entitled "Fujitsu Services
Key Personnel" (HR/CON/001);

“Known Error Log (KEL)”

means a single electronic record maintained by Fujitsu Services which
records details of known errors and specifying workarounds and “Known”
errors shall be construed accordingly

"LAN"

means local area network;

"Leased Fixed Circuits”

“Level” means the level of detail at which tasks or activities are described in the
HNG-X Programme Plan being either level 1 (the least detailed), level 2, or
level 3 (the most detailed);

"LFS" means the former Horizon Application facility that provided the Cash and
Stock Management Business Capability;

"LIBOR” means the London InterBank Offered Rates;

“Licence Date”

means the date of expiry of this Agreement, the date upon which the
termination of the whole Agreement is effective or, in the case of any notice
issued by Post Office under Clause 30.19.3 or Clause 30.19.4, the date
upon which the relevant notice is received by Fujitsu Services from Post
Office (as applicable);

"Licensed IPR"

means all Intellectual Property Rights created under this Agreement after
the Project HNG-X Commencement Date by or on behalf of Fujitsu
Services, any member of the Fujitsu Services Group or any HNG-X Sub-
contractor, other than:

(a) the Post Office Foreground IPR; and

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(b) all Intellectual Property Rights in all Developed Documentation,
Fujitsu Services Software, Listed Documentation, Specially Written
Software, Specially Written Documentation, Horizon Design
Documentation and Horizon Materials;

“Licensed Persons” shall have the meaning given to it in paragraph 2.2.1 of Schedule B4.1;

"LINK" or "LINK" means the branded and shared network of cash machines and self-service
terminals of certain member banks and building societies in the UK, which
enables services from one member bank or building society to be available
at cash machines of all member banks and building societies, to be
construed for the purposes of this Agreement as a single system;

"Liquidated Damages shall have the meaning given to it in paragraph 1.2.2 of Schedule C1;
Threshold” or "LDT”

"Listed Documentation” means documents listed in paragraph 3 of Schedule B4.1 created prior to
the Project HNG-X Commencement Date or created after that date and
used solely in connection with the provision of Existing Services;

“Live Monitoring" means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.3 of Schedule B6.3;

"Live Pilot” means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.2 of Schedule B6.3;

“Live System Test (LST) means the rig used for testing all fixes and releases prior to deployment to
Rig” the live estate. The LST rig is designed to model the live estate as closely
as practical in functional but not in capacity terms;

"Local Allowance” Means:

1. In the period up to 31% March 2015, the allowable time for any failure
of the Branch Infrastructure and/or the Branch Telecom
Infrastructure;

2. Inthe period from 1% April 2015, the allowable time for any failure of
the Branch Telecom Infrastructure.

"Local Failure” Means:

1. In the period up to 31% March 2015, a failure of the Branch
Infrastructure and/or the Branch Telecom Infrastructure and

2. In the period from 1% April 2015, a failure of the Branch Telecom
Infrastructure;

"Local Loop" Means, in respect of each Branch, the ISDN, PSTN or ADSL (as applicable)
socket in that Branch and its connection to the Central Network;

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“Logon Restrictions”

means functionality provided as part of Training Controls that controls
whether a Counter Position User's assigned role is overridden by the
Coursework Role at logon

“Losses”

shall have the meaning set out in Clause 43.1;

“Lower Target Price”

has the meaning given to it in paragraph 1.3.1 of Schedule D8;

"LREC File” means a reconciliation file generated by LINK which details all financial
Banking Transactions acquired and issued for Post Office on that day;
"MAC" means message authentication code;

“MAC Team” or “Major
Account Controllers”

means the team which forms a part of the Service Management Service,
performing activities in support of the other Operational Services as a
subset of the functions previously performed by the Service Desk Service
as described in the CCD entitled “Service Management Service: Service
Description (SVM/SDM/SD/0007)

"Mails Acceptance”

means the processes set out in paragraph 2.9.2 in Schedule B3.2;

"Mails Administration”

means the processes set out in paragraph 2.9.3 in Schedule B3.2;

Application”

means the former Horizon Application facility that_provided the Postal
Services Business Capability;

“Mails Application” or
“Mails”

means the former Horizon Application facility that provided the Postal
Services Business Capability;

"Mails Carriers”

means organisations with which Post Office contracts directly or indirectly
to provide postal services to Customers;

"Mails Product”

means the software referred to as such and identified in (as applicable) row
7 of Table 1 of Schedule B4.1 or row 4 of Table 4 of Schedule C3 (as
applicable);

"Management Information
Service"

means the Service referred to in line 10 of Table A of Schedule B3.1;

“Margin Rate”

means, in respect of any Operational Service in any month from (and
including) April 2008 to (and including) March 2012, the amount, if any,
identified in the Operational Charges Table as the Margin Rate for that
Operational Service in the Financial Year in which such month falls;

"Margins & Commissions
File"

means an electronic file sent by Post Office to Fujitsu Services containing
the trading margins to be used by the Bureau Service;

"Market Testing”

means either or both of Benchmarking and Competitive Tendering;

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"Maximum Authorisation
Agent Wait Period” or
"MAAWP"

means the period the NB Authorisation Agent shall wait for a corresponding
NB Authorisation after generating a NB Request (for transfer to the Banks)
before itself generating an NB Authorisation signifying a NB Decline (due to
system time-out) to be sent to the relevant automated Counter Position;

"Maximum Counter Wait
Period" or "MCWP"

means until Payment and Banking Service Trigger Point PBS3 -
Commencement of Payment and Banking Pilot the period that an
automated Counter Position shall wait for a corresponding NB Authorisation
after generating a NB Request before itself Declining that Banking
Transaction due to system time-out;

between Payment and Banking Service Trigger Points PBS3 -
Commencement of Payment and Banking Pilot and PBS5 - Completion of
Migration to Payment and Banking Service;

o for Counter Positions not yet migrated to the Payment
and Banking Service - means the period that an
automated Counter Position shall wait for a corresponding
NB Authorisation after generating a NB Request before
itself Declining that Banking Transaction due to system
time-out;

© for Counter Positions migrated to the Payment and
Banking Service — means a prior Counter Position time-
out that no longer applies, time-outs for Payment and
Banking Service now being managed by the Service, as
defined in the CCD entitled “Axis Managed Payment
Service Solution - Solution Design”;

after Payment and Banking Service Trigger Point PBS5 - Completion of
Migration to Payment and Banking Service - means a prior Counter Position
time-out that no longer applies, with time-outs for Payment and Banking
Service now being managed by the Service, as defined in the CCD entitled
“Axis Managed Payment Service Solution - Solution Design;

MDM

Means the MasterData Manager application developed on behalf of Post
Office and hosted by Fujitsu Services;

"Mean Time Between
Failure” or "MTBF"

means the measurement process used to calculate the mean failure rate of
Equipment as set out in the CCD entitled “Calculating Mean Time Between
Failure and Availability" (SVM/SDM/PRO/0013);

"Mediator"

shall have the meaning given to it in paragraph 6.1 of Annex 2 to Schedule
A2;

"Merchant Acquirer" or
"MA"

means the third party (contracted for by PO Ltd) which facilitates the
handling of DC messages interfacing between the POL Service
Infrastructure and banks as necessary ;

“Message Broadcast
Service" or "MBS"

means the Service referred to in line 2 of table B of Schedule B3.1;

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"Message Handling
Support Facility”

means the Support Facility referred to at paragraph 3.8 of Schedule B3.2;

"Method of Payment"

means the form of payment recorded against a Transaction involving a
Customer;

“Microsoft Availability
Zone”

means a unique physical location within a Microsoft Azure region. Each
Microsoft Availability Zone is made up of one or more datacentres equipped
with independent power, cooling, and networking;

“Microsoft Client Access
Licence" or "Microsoft
Client Access Licences"

means Microsoft's 'Windows Server 2003 Client Access Licence’, being the
licence required for each Use or device (or combination of both) to access
or use the Windows server software for the purpose of exchanging user or
application credentials;

"MID"

means in the context of Debit Card, the merchant identification number;

“Migration and
Implementation
Requirements”

means the HNG-X Requirements referred to in Annex 6 to Schedule B6.1,
as may be amended under the HNG-X Programme Requirements Change
Control Process or in accordance with the Change Control Procedure;

"Migration Charges"

means the Charges calculated in accordance with the provisions of
Schedule D7;

“Mini Extension Report”

has the meaning given in paragraph 10.1.5 of Schedule E;

“Minimum Evidence Set”

Documentation required in order for Fujitsu Services to support the Incident,
as agreed from time to time between the parties

"MIS" means management information system;

“MOU” means the Memorandum of Understanding dated 16th November 2017
under which the parties agreed to make a number of changes to the
Agreement, (known as Project “Everest’)

"MSU Day" means 0800 to 1730, Monday to Friday (inclusive), excluding Bank
Holidays;

"NBSC" means Network Business Support Centre (Post Office);

"NB Authorisation”

means an authorisation message transmitted on-line from the Banks in
response to a NB Request, stating whether that NB Request has been
approved or Declined;

“NB Authorisation Agent"

means the software application to be installed in each Data Centre and
used to process NB Requests, NB Authorisations and CO Confirmations
transmitted between the Branch NB System elements and the Banks;

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“NB Confirmation" means a confirmation message written to record the outcome of a Banking
Transaction;

"NB Core Hours” means 0800 to 1730 Monday to Friday (inclusive), and 0800 to 1300
Saturday, excluding Bank Holidays;

“NB Customer means the process by which the association of a Customer with a NB Token
Verification" is to be checked, as described in paragraph 5.7.2 of the CCD entitled "NBS
Definition" (BP/SPE/035);

“NB Decline" means a refusal by the NB System or Counter Clerk to proceed with a
Banking Transaction after a NB Request is generated or an instruction
contained in an NB Authorisation to refuse a Banking Transaction received
via NBE. “Declined” and "Declining" shall be construed accordingly;

“NB Pilot (Soft Launch)” means the testing that was undertaken by the Parties in a live environment
of the NBS and NB System as part of the End to End Service for banking;

“NB Priority Exception” means a Banking Transaction for which:

(a) no Disputed Banking Transaction Notice has been received by
Fujitsu Services and which persists in system state category
number 4 or 12 as set out in the CCD entitled "End to End
Reconciliation Reporting" (SVM/SDM/SD/0020) on the second
MSU Day following the day of receipt by the DRSH of the
corresponding C4 Confirmation or D Message (as applicable); or

(b) a Disputed Banking Transaction Notice has been received by
Fujitsu Services and which is within or subsequently falls within the
system state category number 4 or 12 as set out in the CCD entitled
"End to End Reconciliation Reporting" (SVM/SDM/SD/0020);

"NB Project Plan” means the plan for the development and implementation of the NBS
described in paragraph 8.2 of Schedule 24 to Baseline 7;

“NB Request” means a priority request message generated for transmission on-line from
a Branch to a Bank in order to undertake a Banking Transaction for a
Customer;

"NB System” means the elements of the Infrastructure employed by Fujitsu Services in
the provision of the Banking Functions;

"NB Token" means a Token supported by the NBS, as described in paragraph 5.1.1 of
the CCD entitled "NBS Definition" (BP/SPE/035);

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"NBS" means the former Horizon Application facility that provided the Banking
Business Capability;
"NBS Acceptance” means acceptance of the NBS in accordance with paragraph 6.3.1 of
Schedule 24 to Baseline 7;
“Near Shore” means, in the context of the location of development staff, those staff from

an off-shore developer working in the UK;

"Near Shore and Offshore
Rates”

means the rates contained in the table set out at paragraph 10.4 of
Schedule D1, which are described as 'Near Shore’ and ‘Offshore’;

“Network Banking CCNs"

means CCN817, CCN865a, CCN907, CCN909a, CCN914a, CCN928b,
CCN932, CCN933, CCN934, CCN936b, CCN947, CCN959, CCN967,
CCN970a, CCN971 and CCN976a;

"Network Banking
Implementation Charges”

means the charges referred to in paragraph 11 of Schedule 10 of Baseline
7;

"Network Service”

means the Central Network Service;

“Network Tower
Contractor”

means Verizon UK Limited being the Next Supplier of branch networking
and communications management services, in place of the Branch Network
Service and CMT Service which are being provided or which have been
provided by Fujitsu Services up until 31 March 2018;

"Network Wide Failure"

means a failure of the HNG-X Central Infrastructure and/or the Central
Telecom Infrastructure which results in a loss of the availability of one or
more Branches and Counter Positions;

“New CTO Configuration"

means each simulated Counter Position provided by Fujitsu Services in a
Post Office training centre which has a network connection (via a LAN or
direct) to the Data Centre;

"New Extract Definitions"

means a new extract of data from the automated payments out-pay database
or changes to existing extracts from that database;

“New Personal Data”

has the meaning given in Clause 33.2.33(b);

"New Style Mobile
Configuration”

means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as "new style" and
described in the CCD entitled “Counter Hardware Design Specification”
(BP/DES/003);

"Next Supplier”

means the next supplier (if any) nominated by Post Office (whether this be
Post Office, another subsidiary of Royal Mail Group Limited or another third
party including without limitation a supplier to a Tower) to take over, from
Fujitsu Services, the performance of some or all of the Services and/or the
provision of Replacement Services;

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“Nominated Executive" shall have the meaning given to it in paragraph 3.2 of Annex 2 to Schedule
A2;
"Non-Router Proportion" means, in respect of each month, rolling four week period or week, as the
context requires, the proportion calculated according to the following
formula:

(a) Ais the total number (determined in accordance with paragraph 3.1
of Schedule D7) of 3G, 4 port routers due to be installed in Branches
as part of Associated Change Activities; and

(b) B is the aggregate number of 3G, 4 port routers installed in
Branches by Fujitsu Services as part of Associated Change
Activities by the end of the previous month, rolling four week period
or week, as the context requires;

“Non-standard Third Party I means any third party software (not being a standard software package),
Material” document or other material which is not readily available on reasonable
commercial arm’s-length terms;

“OBC” means Operational Business Change.
“OBC Brach Change means the point at which all Branches, and all Counter Positions and
Trigger Point” connected devices such as self-service kiosks or automated enrolment

identification devices at all Branches, have been migrated to interact
directly with the Branch Access Layer element of the HNG-X Application in
Post Office Cloud and have passed all relevant deployment tests as
specified in the relevant CWO(s). This point will occur at some time during
the programme of work to migrate the Business Capabilities and Support
Facilities of the HNG-X System from the HNG-X Service Infrastructure to
the Post Office Cloud, such time to be agreed between the Parties. At this
OBC Branch Change Trigger Point the Operational Business Change
(Branch Change) Service will change as defined in the CCD “Operational
Business Change (Branch Change) Service: Service Description”

(SVM/SDM/SD/0014);
“Offensive has the meaning set out in paragraph 2.5.1 of Schedule 14 (K5 Cloud
Communication” Services);
“Offshore” means personnel of a Fujitsu Services overseas affiliate or sub-contractor

who are working in India;

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““Offshoring” means the process by which a post or task is transferred to an Indian
affiliate or sub-contractor;
"OLA" means a Working Document that is an operational level agreement and
where relevant in the Supply Chain Model as further defined in paragraph
9.7 of Schedule A2
“OLA(s)” has the meaning given in paragraph 9.7 of Schedule A2;

"Old CTO Configuration”

means each simulated Counter Position provided by Fujitsu Services in a
Post Office training centre or for a Post Office demonstration system that
utilises an off-line, stand-alone terminal;

"Old Style Mobile
Configuration”

means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as “old style" and
described in the CCD entitled “Counter Hardware Design Specification”
(BP/DES/003);

"Open Book"

means the cost verification method described in Schedule D4, pursuant to
which Post Office shall be entitled to request and Fujitsu Services shall be
obliged to provide certain costs information as further set out in Schedule
D4;

"Operational Business
Change”

means, as the context requires, the services which can be procured by Post
Office for operational changes, as set out or referred to in the Service
Descriptions for the Operational Business Change (Branch Change)
Service, Reference Data Management Service, Message Broadcast
Service, Client Take-On Service, AP Client Delivery Agreement Change
Service, PODG Client File Re-Send Service and the Horizon Icon Service;

“Operational Business
Change (Branch Change)
Service”

means the Service referred to in row 3 of Table A of Schedule B3.1 and row
1 of Table B of Schedule B3.1;

Operational Business
Change (Branch Change)
Restructure Charge

Means the one-off Charge payable by Post Office to Fujitsu Services as
detailed in Paragraph 6.13 of Schedule D1

"Operational Business
Change Branch CCDs”

means the CCDs entitled "Post Office Limited Operational Business
Change — Branch Interface Agreement” (SVM/SDM/STD/0001), and
“Operational Business Change (Branch Change) Service: HNG Service
Description” (SVM/SDM/SD/0014)";

"Operational Change
Proposal" or "OCP”

means the process referred to in the CCD entitled "Service Management
Service: Service Description" (SVM/SDM/SD/0007);

“Operational Charges
Table"

means the table of that name in Annex B to Schedule D1;

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“Operational Charges"

means the Charges for the Operational Services described in paragraphs
2 and 6 of Schedule D1;

"Operational Fixed
Charge”

means, in respect of any Operational Service in any month, the Charge
identified in the Operational Charges Table as a fixed Charge for that
Operational Service in the Financial Year in which such month falls (subject
to adjustment in accordance with paragraph 5 of Schedule D1);

"Operational Level Target”
or "OLT"

means an operational level target of Service required from Fujitsu Services
by Post Office;

“Operational Services"

means:

(a) in the period up to 31 March 2015, the Services referred to in Table A of
Schedule B3.1; and

(b) in the period from 1 April 2015 to 31st March 2017, the Services referred
to in Table A of Schedule B3.1; and

(c) in the period from 1st April 2017, the Services referred to in Table A of
Schedule B3.1 excluding the Expiring Services (save for those Expiring
Services that are extended in accordance with paragraph 10 of Schedule
E)

“Operational Unit Charge"

means, in respect of any Operational Service in any month, the unit charge
or charges, if any, identified in the Operational Charges Table for that
Operational Service in the Financial Year in which such month falls (subject
to adjustment in accordance with Schedule D1);

“Operator Cash Branch”

means a Branch which operates using self-funded model where the cash
to operate the branch is provided by the retailer / branch operator;

"OPS"

means the office platform service which formerly provided Horizon Service
Infrastructure to Branches;

"Original Work Order"

shall have the meaning set out in paragraph 5.13 of Schedule D2;

"Other Authorised
Location”

means a site, other than a Branch, where it may be necessary to install and
use elements of the Infrastructure, e.g. training sites, county shows, and
exhibitions;

"Other IT Supplier”

means any company other than Fujitsu Services (and its Sub-contractor)
which provides (or is being considered as a potential provider of) IT
services, other services or equipment to Post Office;

"Other Stock"

means all Stock other than Retail Stock, Security Stock and Value Stock,
including leaflets, forms and various general consumables and supplies;

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“Outer Core Team”

means those personnel identified as such in the minutes of the Demand
planning team;

“P2Pe Asset Management
Service”

means the Service referred to in row 20 of Table A of Schedule B3.1;

“PAF Calling Application”

means the AP-ADC Facility within APS, Mails Application and such other
Horizon Applications that the Parties agree under the Change Control
Procedure will utilise the PAF Facility;

"PAF Database” or "PAF"

means the database of the Royal Mail Group or one of its Subsidiary
Companies containing all known addresses and postcodes in the United
Kingdom at the date of the version of the database, (including any updates
to, or extracts from, the database from time to time) as provided to Fujitsu
Services by Post Office (or a third party on behalf of the Post Office) for use
in connection with the provision of the PAF Facility or the PAF Support
Facility as the case may be;

"PAF Facility”

means the former Horizon Application facility that provided the PAF Support
Facility;

“PAF Support Facility”

means the Support Facility referred to in paragraph 3.7 of Schedule B3.2;

"PAN"

means the primary account number (part of the IIN) associated with a NB
Token;

“Parent Company”

means any holding company (as defined in Section 736 of the Companies
Act 1985);

"Partial Termination”

means the termination by Post Office, in accordance with this Agreement,
of one or more Terminable Service(s) on each occasion that such
termination occurs and “Partially Terminate” and its cognates shall be
construed accordingly;

"Partial Termination
Charge"

means the Charge calculated in accordance with paragraph 6 of Schedule
E and payable by Post Office upon Partial Termination in accordance with
Clause 47.10.2;

“Participants” means those persons referred to in Appendix 3 of Schedule 13 (Digital
Development Services);
"Party" means each of Post Office and Fujitsu Services;

"Payment Management
Business Capability”

means the Business Capability referred to in paragraph 2.10 of Schedule
B3.2;

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“Payment and Banking means the demonstration of the Payment and Banking Solution for a limited
Pilot” scope within a live environment in accordance with the schedule set out in
Appendix 1 (Migration Plan) to Schedule 16;

“Payment and Banking means the Service referred to in line 21 of Table A of Schedule B3.1 and
Service” further defined in Schedule I6

“Payment and Banking means the overall solution developed by Fujitsu Services under the
Solution” CW0O230 for use by Post Office;

“Payment and Banking shall mean the acceptance, as jointly agreed between Post Office, Fujitsu
Service Acceptance” Services and Ingenico, for the Payment and Banking Service exiting the
Early Life Support phase. The acceptance criteria shall be agreed between
the parties based on the following principles:

e all transaction types are verified;

e there are no unacceptable (as agreed by Post Office, Fujitsu
Services and Ingenico) reconciliation errors and other downstream
Post Office systems are working in accordance with the Service
Level Targets for the Reconciliation Service;

e the processes for responding to service requests to the Payment
and Banking Service, as documented in paragraph 3.4.7 of
Schedule 16, are operating in accordance with the Payment and
Banking Service Level Target SLA8.1 (Service Requests);

e Service performance is confirmed in accordance with the Service
Level Targets for the Payment and Banking Services set out in
Schedule 16, including the Incident resolution times for any
Incidents raised during the Early Life Support period;

e the Payment and Banking Service is stable with all functional and
operational processes working in accordance with the Service
Level Targets;

e there are no unresolved P1 or P2 Incidents for Payment and
Banking Service. If there are P1 or P2 Incidents not yet resolved at
the target conclusion of Early Life Support, then the Early Life
Support period will extend if needed and as agreed by Post Office,
Fujitsu Services and Ingenico;

e the transaction times Service Level Targets, set out in Table 1 in
paragraph 3.4.10 of Schedule I6 with Service Level Refs SLA-
EMV1.1 and SLA-BANK1.2, are measured during Model Office
testing, the Payment and Banking Pilot phase and regularly during
the migration of Branches to ensure that there is no noticeable
degradation in performance; and

e the Service Level Targets, set out in Table 1 in paragraph 3.4.10 of
Schedule 16 with Service Level Ref. SLA-BANK1.2, have been
reviewed during the period of Early Life Support, as documented in
paragraph 3.4.1 of Schedule 16, and agreement has been reached
whether the Service Level Target would remain as defined beyond
this Payment and Banking Service Acceptance, or with a changed
definition agreed via the Change Control Procedure;

“Payment and Banking means one of the following trigger points, indicating the status of
Service Trigger Point” or deployment and implementation of the Payment and Banking Service.
“PBS1” or “PBS2” or These trigger points support the definition of the Payment and Banking

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“PBS3” or “PBS4” or Service to be provided during the intervening periods of its deployment
“PBS5” and implementation —

PBS1 — Commencement of Payment Pilot, with an implementation to the
Model Office and then a limited implementation to a number of Counter
Positions in a number of Branches, for a limited time period, providing
support for EMV Payment Transactions under support as described and to
be provided under the separate CWO0298a;

PBS2 — End of Payment Pilot, all Counter Positions in all Branches
migrated to the Payment Pilot have been reverted back to the
currently contracted Business Capabilities and Support Facilities
and HNG-X Services;

PBS3 — Commencement of Payment and Banking Pilot, with an
implementation to the Model Office and then a limited
implementation to a number of Counter Positions within a number
of Branches, for a limited time period, providing Payment and
Banking Service to those Counter Positions migrated to Payment
and Banking Service (under contro! of Reference Data), for all
other Counter Positions, not yet migrated, prior HNG-X Services
remain;

PBS4 — Commencement of Migration to Payment and Banking Service,
full deployment and implementation of Payment and Banking
Service for Counter Positions migrated to Payment and Banking
Service (under control of Reference Data), for Counter Positions
not yet migrated prior HNG-X Services remain;

PBS5 — Completion of Migration to Payment and Banking Service, full
deployment and implementation of Payment and Banking Service
for all Counter Positions in all Branches; and

PBS6 - Payment and Banking Service Acceptance, agreement to accept
Payment and Banking Service and to end Early Life Support;

"Paypole” means the fixture to which a PIN Pad is attached

“PBS Banking means a transaction initiated by Post Office and/or its customer, which is
Transaction” subject to processing on the Ingenico Central Platform as part of the
Payment and Banking Service, which relates to the operation of a bank
account and shall include, without limitation, balance enquiries, cash
withdrawal, PIN changes, cash deposit with PIN and Cash Deposit without
PIN and for banking cards accepted by the Ingenico Central Platform
including when the transaction fails as a result of the applicable
authorisation rules as well as transactions which are not balance changing
transactions but are subject to processing on the Ingenico Central Platform
within the scope of the Payment and Banking Service

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“PBS Data”

means data relating to PBS Transactions, of any nature or form, including
Personal Data, collected or processed by Fujitsu Services as part of the
Payment and Banking Service;

“PBS Transaction”

means either an EMV Payment Transaction or a PBS Banking Transaction;

“Pcl”

means Payment Card Industry;

“PCI DSS” or “Payment
Card Industry Data
Security Standard“

means the standard of data security of the payment card industry, as
published by the PCI SSC and updated from time to time;

“PCI SSC” or “Payment
Card Industry Security
Standards Council”

shall mean the independent organization which define the PCI standards
and manage their life cycle;

"PEAK"

means the system used by Fujitsu Services' Post Office Account to record
and monitor bugs found during testing;

“Penetration Testing
support”

means the process support involving an active analysis by Fujitsu Services
Limited of the system for any potential vulnerabilities. This analysis is
described in the Security Management Service description referenced
SVM/SDM/SD/017;

"Person"

includes a partnership, a corporation or association (whether incorporated
or unincorporated), as well as a natural person;

“Per Sprint Story Point
Allocation”

Means one hundred (100) Story Points;

"Personal Data”

has the meaning given to it in Article 4(1) of the GDPR;

“Personal Data Breach”

has the meaning given in Article 4(12) of the GDPR

"Personnel Information”

shall have the meaning given to it in Clause 41.2;

"Phase One"

shall have the meaning described in paragraph 3.2 of Schedule E;

"Phase Two”

shall have the meaning described in paragraph 3.3 of Schedule E;

"PIN"

means personal identification number;

"PIN Pad”

means a device used by a Customer to enter a PIN including, without
limitation, for the purposes of NB Customer Verification;

“PIN Pad OBC Stock"

means the stock of PIN Pad Units held from time to time by Fujitsu Services
for Operational Business Change requirements which are no longer held

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following the reduction in scope of the OBC (Branch Change) Service on
the 31 March 2015;

"Pin Pad Procurement
Charges”

means the Charges for procuring PIN Pad Units, as set out in paragraph 14
of Schedule D1;

“PIN Pad Roll Out Project”

means the process of upgrading the iPP350 Counter PIN Pad estate to
achieve PCI compliance through implementation of a rolling inspection and
upgrade programme conducted under CWO0096c;

“PIN Pad Site”

means (i) all automated Counter Positions (ii) New Style Mobile
Configurations (iii) Old Style Mobile Configurations (iv) Admin Positions and
(v) trolley based solutions in Branches;

"PIN Pad Unit"

means a PIN Pad, Y cable and cable strap;

“Pivot to Cloud”

has the meaning set out in Schedule I

“Planning Period”

means each successive period of two or three weeks designated by Fujitsu
Services as a planning period;

“Platform Standing Team”

Has the meaning given in paragraph 3.4 of Schedule
Development Services);

13 (Digital

"POA"

means Fujitsu Services' Post Office account;

“PODG”

means Post Office Data Gateway. It is used to provide the Post Office Data
Gateway Service;

“PODG Client Connection
Service”

means the call off service described in Table B of section 2.2 in Schedule
B3.1;

“PODG Client File Re-Send
Service”

means the Service referred to in line 4 of Table B of Schedule B3.1;

“PODG Gold Service Type”

means a PODG file delivery option where the Route used to deliver files
have a specific time range and service level for delivery of files;

"Point of Sale Business
Capability”

means the Business Capability referred to in paragraph 2.2 of Schedule
B3.2;

"POL Core Day”

means the period from 19:00 on a Working Day to 19:00 on the following
Working Day;

"POL FS Data”

means prior to and after the POLSAP R1 Go Live Date any data
(including, without limitation, any Personal Data):

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

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* produced by the Infrastructure and held on the POL FS System; or

e contained in any Transaction Correction Record delivered by
Fujitsu Services to any Branch;

“POL FS Hosting Services" I means POL FS Services;

"POL FS Services” means the Operational Service described in, as applicable in accordance
with the provisions of Schedule B3.1, the CCD entitled "Service Description
for the SAP Hosting Service" (CS/SER/022) or in Annex C to the CCD
entitled “Data Centre Operations Service: Service Description"
(SVM/SDM/SD/0003) including, without limitation, Fujitsu Services’ hosting
of Configured POL FS in live operational use or in development or testing
environments within the Infrastructure;

"POL FS System” means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POL FS Services including,
without limitation, the SAP System (as that term is defined in the CCD
entitled "Service Description for the SAP Hosting Service" (CS/SER/022) or
in Annex C to the CCD entitled "Data Centre Operations Service: Service
Description" (SVM/SDM/SD/0003), as applicable) and communication links
to and equipment provided by Fujitsu Services at Post Office Premises to
facilitate access by POL FS Users to Configured POL FS;

"POL FS Users" means Users with access from outside the Infrastructure to Configured POL
FS in live operational use or in development or testing environments within
the Infrastructure;

“POL MI Data” has the meaning given to it in Clause 16.6

“POL MI Event 1” means the date on which the first of, or both, DIW and ETL go live;

“POL MI Event 2” means the date on which MDM goes live;

“POL MI Services” means the Operational Service described in the CCD entitled

“Credence/MDM — Service Service Description” (SVM/SDM/SD/2192)
including, without limitation, Fujitsu Service's hosting of Configured POL MI
in live operational use or testing environments within the infrastructure;

“POL MI Software” means the DIW, ETL and MDM software (and any updates thereto or new
versions thereof);

“POL MI System” means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POL MI Services;

“POL MI Users” means Users with access from outside the Infrastructure to Configured POL
M1 in live operational use or testing environments with the Infrastructure;

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“POLSAP Applications
Support Service”

means the Service referred to in row 20 of Table A of Schedule B3.1;

“POLSAP Central
Infrastructure”

means the technical infrastructure on which Fujitsu Services formerly
provided the POLSAP Services;

“POLSAP Data”

means after the POLSAP R1 Go Live Date any data (including, without
limitation, any Personal Data):

including the POL FS Data required to be retained;

2. provided by or on behalf of Post Office for loading onto the POLSAP
Software;

3. produced by the POLSAP Central Infrastructure and held on the
POLSAP Software; or

4. contained in any Transaction Correction Record delivered by
Fujitsu Services to any Branch.

“POLSAP Hosting Service”

means the Service referred to in row 19 of Table A of Schedule B3.1;

“POLSAP R1 Go Live
Date”

means the date on which the first Release of the POLSAP Services
commences the provision of live service to the POLSAP Users following
authorisation at a Release Authorisation Board in accordance with
Schedule A2;

“POLSAP Services”

means the Expired Services formerly provided on the POLSAP Central
Infrastructure

“POLSAP Software”

means the elements of the SAP Software (and any changes, updates
thereto or new versions thereof) hosted within the POLSAP Central
Infrastructure for use within the POLSAP Services;

“POLSAP Users”

means Users with access from outside the POLSAP Central Infrastructure
to POLSAP Software in live operational use;

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“POL Service Type”

means each of the items identified as a POL Service Type in paragraph 8
in Schedule B3.2;

"Post Office"

means Post Office Limited or such other subsidiary of Royal Mail Group pic
as may be nominated from time to time to take over the rights and
obligations of Post Office Limited under this Agreement;

"Post Office Acceptance
Manager”

means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;

"Post Office Additional
Costs”

means, in respect of the ARL failure in question, Post Office's reasonable
additional direct costs and expenses arising as a result of that ARL failure
including, without limitation, Post Office's additional direct staff, help desk
and telephone costs;

"Post Office Background
Materials”

means any software, information, documentation (in the form of CCDs,
CRDs or otherwise), logos, design information, requirements or other
material:

(a) which is reasonably required by Fujitsu Services and in which the
Intellectual Property Rights are wholly owned by Post Office or a
member of the Royal Mail Group; or

(b) made available or provided by or on behalf of Post Office to Fujitsu
Services,

for the purpose of performing the Services, HNG-X Development and/or
Associated Change Development;

“Post Office Cause”

any breach by Post Office of any of Post Office's Obligations (except to the
extent that it is the result of any act or omission by Post Office to which
Fujitsu Services has given its prior consent);

"Post Office Change
Control Manager"

means the individual designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

“Post Office Cloud”

means the third party cloud based hosting capability that Post Office will
procure, manage and maintain, to which the Business Capabilities and
Support Facilities of the HNG-X System will be progressively migrated from
the HNG-X Service Infrastructure, in accordance with Clause 10.9;

“Post Office Cloud Service
Provider”

means a third party cloud service provider and its subcontractors engaged
by Post Office or any member of the Post Office Group that provides,
manages and/or maintains and/or connects the Post Office Cloud (other
than, to the extent relevant, Fujitsu Services). As at the date of CCN1678,
the Post Office Cloud Service Provider shall include Amazon Web Services
and its subcontractors;

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“Post Office Core Day” means 08:00 to 20:00 Monday to Saturday inclusive, excluding Bank
Holidays;

"Post Office Critical means the hours during a Post Office Core Day or a number of Post

Period” Office Core Days which Post Office may, from time to time, deem as being
those hours where a high number or high value of Transactions take
place;

"Post Office Data” means all data, information, text, drawings, diagrams, images (including,

but not limited to logos), or sounds which are embodied in any electronic or
tangible medium, and:

(a) which are supplied or in respect of which access is granted to
Fujitsu Services by Post Office pursuant to this Agreement; or

(b) which is generated by the Horizon Service Infrastructure,
Superstock Infrastructure or HNG-X Service Infrastructure; or

(c) which Fujitsu Services is required to generate in connection with
the provision of the HNG-X Services or the Transfer Services;

“Post Office Data Gateway I means the support facility described in section 6.3 ‘Post Office Data
(PODG) Support Facility” Gateway Support Facility’ of Schedule B3.2;

“Post Office Data Gateway I Shall have the meaning set out in Annex C of the CCD “Data Centre

Service” Operations Service: Service Description (SVM/SDM/SD/0003)”
“Post Office DDS means the UK offices where any element of the DDS is performed by Fujitsu
Locations” Services, being: (i) 101 Finsbury Pavement, London, EC2A 1RS; (ii)

Finsbury Dials, 20 Finsbury Street, London, EC2Y 9AQ; and (iii) 4 Middle
Pavement, The Pavements, Chesterfield, S40 1PA;

"Post Office Design means the person designated in writing by Post Office to Fujitsu Services
Authority" as holding the position for the purposes of this Agreement from time to time;
"Post Office Developed means Developed Documentation that:

Documentation"

(a) consists wholly of original work (that is, it does not incorporate any
pre-existing material in which the Intellectual Property Rights are
owned by the Fujitsu Services Group); or

(b) is a derivative work based predominantly on material in which the
Intellectual Property Rights are owned by a member of the Royal
Mail Group or have been licensed to Fujitsu Services by Post Office
or under a licence procured by and at the cost of Post Office;

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"Post Office Foreground
IPR"

shall have the meaning given to it in Clause 29.4;

"Post Office HNG-X
Acceptance Manager"

means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;

"Post Office HNG-X
Programme Manager”

means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;

“Post Office IT & C”

means the internal business functions of Post Office known as Information
Technology & Change;

“Post Office Obligations”

means a Post Office express obligation on which Fujitsu Services is wholly
or partially dependent in order that it may fulfil Fujitsu Services' obligations
under this Agreement insofar as those express obligations of Post Office
relate to the Towers Model;

“Post Office Personal
Data”

means the Personal Data Processed by Fujitsu Services (or its sub-
contractors) in the performance of the Services;

"Post Office Premises”

means all post offices, sub-post offices, and other premises of Post Office
from time to time;

"Post Office Reference
Data”

means the Post Office-run system that maintains the Post Office originated
Reference Data for the Services which from POL MI Event 2, will be MDM;

"Post Office Reference
Data System”

means the Post Office-run system that maintains the Post Office originated
Reference Data for the Services;

"Post Office
Responsibilities"

means the obligations and responsibilities of Post Office set out or referred
to in this Agreement;

"Post Office Service
Architecture”

means the Infrastructure and the Post Office Service Environment;

"Post Office Service
Environment”

means the Post Office Reference Data System;

“Post Office Service
Integrator”

means the supplier appointed by Post Office to act as its service integrator
and service desk provider who may also act as its managing partner with
respect to the Towers Model, including managing some elements of the
Services provided by Fujitsu Services and the Replacement Services
provided by a Next Supplier;

"Post Office’s Agent”

means any person(s) or organisation(s) listed in paragraph 2.1 of Schedule
D5 authorised to act on behalf of Post Office;

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"Postal Services”

means those services that comply with the summary description contained
in paragraph 2.9 of Schedule B3.2 and meet the HNG-X Requirements
developed pursuant to the Postal Services Definition Process;

"Postal Services
Assessment Guidelines”

means the guidelines set out or referred to in section 3 of the CCD entitled
“Postal Services Business and Operational Context"
(REQ/CUS/BRS/0001);

"Postal Services Business
Capability”

means the Business Capability referred to at paragraph 2.9 of Schedule
B3.,

"Postal Services Definition
Process”

means the process for the refinement of Postal Services Requirements set
out or referred to in Part 4 of Annex 11 to Schedule B6.1;

"Postal Services
Requirements”

means the HNG-X Requirements referred to in paragraph 4.2.2(d) of
Schedule B6.1;

"PPDs"

means the related set of Processes and Procedures Description documents
as described in the "Introduction Processes and Procedures Description"
document for the appropriate Release;

"Preferred Systems
Integrator"

shall have the meaning given to it in paragraph 2.1 of Schedule A1;

"Previous Employer”

shall have the meaning set out in Clause 59.1;

“Pricing Profile File”

means an electronic file sent by Post Office to Fujitsu Services containing
the pricing profile to be used by the Bureau Service;

"Price Threshold”

means the Lower Target Price, the Upper Target Price, the Soft Cap and
the Hard Cap;

“Problem” A Problem is an application related issue being the root cause of one or
many Incidents
“Processing” has the meaning given to it in Article 4(2) of the GDPR and the words

“Process” and “Processed” shall be construed accordingly;

"Processor Interface” or
"py"

means an instance of a Bank application supporting the online service
between Banks and NB Authorisation Agents;

“Product”

means a software solution, or collection of software solutions with its own
Product Backlog, managed independently of any other Product;

“Product Backlog”

has the meaning given in paragraph 1.7 of Appendix 1 (Agile Methodology)
of Schedule 13 (Digital Development Services):

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means the process by which the Product Delivery Manager and the Product
Owner agree the Product Overview Document;

“Product Roadmap”

means the document created per Product which sets out the roadmap for
the Product including the Product Vision and the Release Plan and is
updated by the Product Delivery Manager regularly;

“Product Delivery
Manager”

has_the meaning given in paragraph 4.7 of Schedule 13 (Digital
Development Services);

“Product Overview
Document”

means the summary of the Product Vision, the architecture approach, the
Release and Test Strategy, the intended service model and the initial
release roadmap for each Product;

“Product Owner”

has_the meaning given in paragraph 4.1 of Schedule 13 (Digital
Development Services);

“Product Sponsor”

has the meaning given in paragraph 4.2 of Schedule 13 (Digital
Development Services);

“Product Vision”

means a document created by Post Office as an outline of the Product,
describing its goals, targeted benefits and overall focus;

"Professional Services”

means professional services as described in paragraph 3.1.1 of Schedule
B11;

“Programme or Release
Board”

shall have the meaning set out in Annex 1 of Schedule A2;

"Programme/Release
Relationship"

means the relationship of that name described in Annex 1 to Schedule A2;

“Programme Spend”

has the meaning set out in Schedule I

"Project Assets”

means the assets referred to as such in Clause 48.1;

"Project HNG-X"

means the initial design, development and testing of the HNG-X Service
Infrastructure and the Business Capabilities and Support Facilities, together
with all of the HNG-X Project Activities (also known as ‘HNG-X Release 1’),
but excluding the Associated Change Activities;

"Project HNG-X
Commencement Date”

means 8 February 2006;

“Project Mercury”

has the meaning set out in Schedule I

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“Property”

means tangible property (including without limitation buildings and land) but
excluding the Infrastructure and any part thereof before it has been
accepted in accordance with this Agreement;

"Proportion Change”

shall have the meaning given to it in paragraph 5.1 of Schedule D1;

“Proposed Exit Strategy”

shall have the meaning given to it in paragraph 3.3.2 of Schedule E;

"Protected Margin”

means, in respect of each Financial Year from (and including) 2008/2009
to (and including) 2011/2012, the amount stated in respect of that Financial
Year in the final row of the Operational Charges Table;

"PSTN"

means public switch telecommunications network;

“Purchase Order"

means the form of purchase order generated by Post Office in the course
of the Work Ordering Procedure to give each Work Order a unique
identifying reference for Post Office purposes;

“Purchase Order Cover"

shall have the meaning given to it in Clause 1.6 of the Agreement;

"Purchase Point P1”

means the date on which, for the first time, there is a period of exactly six
months from such date until the planned commencement date for rollout of
Associated Change Workstream (Branch Router Rollout);

"Purchase Point P2”

means the date on which, for the first time, there is a period of exactly one
month from such date until the planned date for Trigger Point T5;

"Purchase Point P4"

means the date on which, for the first time, there is a period of exactly six
months from such date until the planned commencement date for rollout of
Associated Change Workstream, (Branch Router Rollout);

“Purchasing Manager"

means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

"QAS Software”

means the QAS software products named QuickAddress Name Tracer,
QuickAddress Validator and QuickAddress Pro with Welsh PAF (and
updates thereto) as referred to in the table in (as applicable) paragraph 1.2
of Schedule B4.1 or paragraph 6.3 of Schedule C1. QAS Software is hosted
within, but is not part of the Infrastructure and is not Software or an
Application. From 17 July 2011 this software is no longer in use;

"Queried Requirement"

shall have the meaning given to it in Clause 34.5;

"RAG Report"

has the meaning given to it in paragraph 10.5 of Schedule B6.2;

“Ramp Down Period”

has the meaning given in paragraph 11.2.1 of Schedule E;

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“Ramp Down Report” has the meaning given in paragraph 11.1.1 of Schedule E;

“Rate Board" means a Post Office device of type:

Forde Electronics Rate Board; or

Banking Automation EKS! Multiboard Rate Board; or

DB7 Model 01169 Rate Board

for displaying exchange rates including all associated cables and
equipment forming the connection between the device itself and the socket
used to connect it to the Infrastructure. Rate Boards are not and do not form

any part of the Branch Infrastructure, Equipment, Hardware, Infrastructure
or Stand-Alone Hardware for the purposes of this Agreement;

“Rate Card” means the rate card set out in paragraph 10.4 of Schedule D.1 and any
references in this Agreement to “rate card” shall be construed to be
references to this defined term;

"RDS" means Post Office Reference Data System (q.v);

"Reboot Incident” means a Service Desk authorised reboot, a Service Desk authorised office
snapshot print preview or any work-around authorised by the Service Desk
to remove the necessity to carry out a reboot or office snapshot print
previous where the time taken to carry out such work-around (as
demonstrated by Fujitsu Services in the test environment normally used to
validate test scripts) is four minutes or longer;

"REC File” means until Payment and Banking Service Trigger Point PBS3 -
Commencement of Payment and Banking Pilot a file generated for each of
Santander and CAPO at the end of each settlement day (defining the
outcome of all Banking Transactions) that is passed to Santander and
CAPO respectively;

between Payment and Banking Service Trigger Points PBS3 -
Commencement of Payment and Banking Pilot and PBS5 - Completion of
Migration to Payment and Banking Service - means a file generated for
each of Santander and 20.1CAPO at the end of each settlement day
(defining the outcome of all Banking Transactions performed at Counter
Positions not yet migrated to Payment and Banking Service (i.e. Banking
Transactions other than PBS Banking Transactions) that is passed to
Santander and CAPO respectively;

after Payment and Banking Service Trigger Point PBS5 - Completion of
Migration to Payment and Banking Service — means files of Banking
Transactions that were previously produced but that are no longer needed
to be produced;

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“Recitals”

means the recitals (A) to (G) of this Agreement;

"Reconciliation and
Settlement Reports”

means the reports described as such in the CCD entitled "End to End
Reconciliation Reporting" (SVM/SDM/SD/0020)

"Reconciliation Service"

means the Service referred to in row 12 of Table A of Schedule B3.1;

“Reconciliation Support
Facility”

means the Support Facility referred to at paragraph 3.10 of Schedule B3.2;

“Records”

means the full and accurate records relating to the performance of the
Services;

“Registered PIN Pad”

means a PIN Pad that has been registered with the asset tracking tool
provided as part of the P2PE Asset Management Service;

"Rectification Plan”

shall have the meaning given to it in paragraph 7.1 of Schedule C1;

"Redundant Business
Function”

means a business function which Post Office has agreed is, or shall
become, redundant;

“Reference Data”

means a set of parameters and relationships controlling the operation of
elements of the Infrastructure or Applications;

"Reference Data
Management Application"

means the former Horizon Application facility that provided the Reference
Data Support Facility;

"Reference Data
Management Service”

means the Service referred to in row 8 of Table A of Schedule B3.1;

"Reference Data Support
Facility”

means the Support Facility referred to at paragraph 3.6 of Schedule B3.2;

“Reference User Stories”

means the library of reference User Stories maintained by Fujitsu Services
and reviewed, and where necessary updated, quarterly, containing example
User Stories that have been sized and allocated a number of Story Points
in accordance with the Estimating Methodology, with each such User Story
also including narrative and description so as to set out the justification for
the applicable number of Story Points that were allocated and, following the
applicable Sprint, the number of Story Points actually required to complete
such User Story;

“Refresh Items”

means the hardware, software and spares stock which Fujitsu Services
identifies and notifies to Post Office and Post Office agrees that it may need
to purchase or refresh in accordance with paragraph 1.3.2(e) of Schedule
B3.3 and/or paragraphs 10.1.7, 10.1.8 and/or 10.1.9 of Schedule E;

"Refund"

means a repayment of money to a Customer, by means of a Reversal;

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“Relationship” shall have the meaning given to it in paragraph 2.1 of Schedule A2;

"Release" Means, in relation to Services outside of DDS, a documented collection of
software and/or data provided by Fujitsu Services to be deployed in the
Infrastructure or the Replaced Branch Infrastructure; and
Means in relation to DDS, a collection of Delivered Sprint Requirements
that have been approved by the Product Owner for release into the live
environment in accordance with the Release and Test Strategy;

“Release and Test means a document created by Post Office that sets out the approach to

Strategy” testing and release for the particular Product in accordance with Paragraph
8 of Schedule 3 (Digital Development Services);

"Release Contents means a CCD which defines the scope of a Release;

Description”

“Release Plan” means the planned schedule of releases for the Product to the live

environment;

"Relevant Exchange Rate" I shall have the meaning set out in paragraph 16.5.2 of Schedule D1;

“Relevant Indian Index" shall have the meaning set out in paragraph 16.5.1 of Schedule D1;
"Relevant IT System" shall have the meaning given to it in paragraph 2.1 of Schedule A1;
"Relevant Margin" means, in respect of:

(a) the Branch Network Service, the margin calculated by multiplying the
costs incurred by Fujitsu Services in providing such Branch Network
Service by 5/95; and

(b) any other Testable Service, the margin calculated by multiplying the
costs incurred by Fujitsu Services in providing such Testable Service

by 22/78;
“Relevant Period” shall have the meaning set out in paragraph 4.1 of Schedule C1;
"Relevant Services” means:

a) in the event of the expiry or termination of this Agreement, all of the
Services then being performed by Fujitsu Services which include
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

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(c) in the event of Partial Termination, the Terminable Service(s) that are
the subject of such termination;
“Relief Event” means a failure by Post Office to satisfy the relevant Sprint Dependencies

or Transition Dependencies;

“REM Collection’

means a collection of cash and stock remittance pouches by Post Office's
secure carrier;

“Remittance” means a consignment to or from a Branch of cash, stock, or other value
items to be brought to account;

“Replacement Interfaces” means the technical and/or operational interfaces between;

(a) the Services which continue to be provided by Fujitsu Services and the
Infrastructure used to deliver those Services after the date of Partial
Termination; and

(b) the Replacement Services and infrastructure provided by Post Office
or a Next Supplier;

“Replacement Mobile means, in the context of Equipment at Counter Positions, the mobile
Configuration” computer based counter configuration referred to as "replacement mobile
configuration" and described in the CCD entitled “Counter Hardware
Design Specification” (BP/DES/003);

“Replacement Service” means a service that closest matches a Relevant Service that, following
termination or expiry of that Relevant Service, is procured by Post Office
from a Next Supplier or performed by Post Office itself;

“Replaced Branch means the infrastructure that the EUC Tower Contractor installs at each
Infrastructure” Branch to replace the Branch Infrastructure to enable the operation of the
HNG-A Application, complying with the minimum specification as defined in
the CCD BP/DES/003 - Counter Hardware Design Specification

“Report” means a physical document or information held electronically in such a way
that it can be processed readily to produce a physical document;

“Request to Disable means a written service request made by Post Office Ltd, for Fujitsu
Training Controls” Services to disable Training Controls, for a period of time.

“Request to Re-Enable means a written service request made by Post Office, for Fujitsu Services
Training Controls” to re-enable Training Controls, after a period of time being disabled.

“Requirements Baseline” I shall have the meaning set out in paragraph 2.1.2 of Schedule B6.1;

"Requirements Defi
Process”

means the Functional Requirements Definition Process, the HNG-X
Requirements Baselining Process, User Interface Definition Process, the

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Postal Services Definition Process and the HNG-X Programme
Requirements Change Control Process;

"Requirements Stage"

means the period that commences on the Amendment Date and ends when
the initial version of the full set of HNG-X Requirements has been issued
by Post Office to Fujitsu Services;

“Resource Unit”

has the meaning set out in Schedule I

“Restricted Curricula”

means the training curricula that allow Counter Position Users to trade
against products that have been restricted by Trade Restrictions. Individual
products sit in one or more parent product IDs. The curricula are linked to
the parent product IDs in order to create the relationship between curricula
and individual products

"Retail Price Index" or
"RPI"

means the "all items retail prices" index currently appearing at table RPO2
in the Office for National Statistics Database:http//www-statistics.gov.uk, or
the same index in any other Government publication if the aforementioned
ceases to be published;

"Retail Stock”

means items sold in Branches through Post Office's retail accounting
scheme;

"Retained Functionality
Use Cases"

means the Use Cases described as such in paragraph 3 of Part 1 of Annex
11 to Schedule B6.1;

"Retention"

shall have the meaning set out in paragraph 9.1.2 of Schedule D2;

“Resource Unit”

has the meaning set out in Schedule I

“Revenue Switch”

has the meaning set out in Schedule I

"Reversal"

means a Transaction which nullifies a previous Transaction and "Reverse"
and its cognates shall be construed accordingly;

"RMG Harmony”

means the Royal Mail Group methodology for managing projects which
provides repeatable processes, a means of interfacing with methodologies
used by third party suppliers and a framework for project managing the
Development Lifecycle;

"Roll Out Phase"

means the period between the occurrence of Trigger Point T5 (Data Centre
Ready for HNG-X) and the occurrence of Trigger Point T6 (Counter
Application Rollout Complete);

“Route”

means the path through the Post Office Data Gateway Service that a file
takes from its source End-point to its destination End-point;”

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“Royal Mail Group” or
"Post Office Group”

means Post Office Limited and its Subsidiary Companies;

“RPI Adjustment Factors”

means those factors set out in the table at paragraph 16.7 of Schedule D1;

“Santander”

means the Bank owned and operated by Santander UK pic which trades
under the name “Santander UK";

“Santander Circuit”

“Santander Circuit” means the communications link between the Data
Centres and “Santander” as described in paragraph 3.3.3 in Schedule B3.3;

"SADD"

means Service Architecture Design Document (q.v.);

“Salesforce Support
Service”

has the meaning given to it in table 2.1 of Schedule B3.1;

“Salesforce Support
Service Other”

means the part of the Salesforce Support Service which excludes the
Salesforce Support Service Hosting;

“Salesforce Support
Service Escalated Calls”

means Post Office calls raised with Salesforce that breach the SLA target
that exists between Post Office and Salesforce and are, until 23.59 on 31%
March 2016, then subsequently passed to Fujitsu Services to manage the
resolution;

“Salesforce Support
Service Hosting”

means the part of the Salesforce Support Service which is provided, until
23.59 on 31°! March 2016 by the Fujitsu Global Cloud Service. Until 23.59
on 31% March 2016, this includes the Hosting of the live PerspecSYS
platform in the UK, the Hosting of the DR PerspecSYS platform in Germany,
and the use of Internet connectivity into both systems;

"SAP Advanced
Distribution System"

means the Post Office's former advanced distribution system which became
a part of the POLSAP Software;

"SAP Basis Calls”

means calls to the PRISM helpdesk (related to SAP Basis) passed by the
PRISM helpdesk to the SMC helpdesk, the terms PRISM, SAP Basis and
SMC helpdesk as used in this definition having the meanings given to them
in (as applicable) the CCD entitled “Service Description for the SAP
Hosting Service" (CS/SER/022) or the CCD entitled “Data Centre
Operations Service: Service Description" (SVM/SDM/SD/0003);

"SAP Loading Application"

means until the POLSAP R1 Go Live Date the SAP Software configured by
Post Office or by a third party on behalf of Post Office for use by Fujitsu
Services in loading data for use by Configured POL FS;

"SAP Software”

means the SAP software (and any updates thereto or new versions thereof)
referred to in the table in (as applicable) paragraph 1.2 of Schedule B4.1 or
paragraph 1.2 of Schedule C3;

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“SAP/ADS" means SAPADS (q.v.);
"SAPADS" means SAP Advanced Distribution System;

"Security Management
Service"

means the Service referred to in row 13 of Table A of Schedule B3.1;

“Security Measures”

has the meaning set out in Clause 33.2.10

"Security Stock”

means the stock products which have no cash account value until sold, any
item the loss of which would result in loss to Post Office;

“Sensitive Authentication
Data”

means security related information used to authenticate cardholders
appearing in plain text or otherwise unprotected form. This information can
be any of the following:

(a) Card Validation Code
(b) Card Validation Value
(c) Full Track

(d) PINs

(e) PIN blocks (including encrypted PIN blocks

"Sensitive Data"

means discretionary data held on track 2 of a NB Token magnetic stripe and
NB Token details entered by a Counter Clerk (which will be one of or a
combination of the start date, NB Token issue number, validation period
and/or expiry date, according to the specific Banking Transaction);

"Sensitive DC Data”

means data held on track 2 of a DC Token magnetic stripe and DC Token
details entered by a Counter Clerk, which will be one of or a combination of
the start date, DC Token issue number, validation period and/or expiry
period;

"Sensitive Personal Data”

shall have the meaning set out in paragraph 2.3.4 of Schedule A4;

"Service Architecture
Design Document"

is the document showing the Post Office Service Architecture as it was
following the introduction of the NBS;

"Service Boundary”

means the interface or interfaces at which responsibility for processing or
otherwise handling Transaction data, Reference Data or Data Files or any

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other data or message passes, in accordance with the applicable AIS
and/or TIS between Fujitsu Services, Post Office and/or a third party;

“Service Code”

means a three or four digit number read from a Token that specifies
acceptance requirements and limitations for a magnetic stripe read
transaction;

"Service Description”

means, in respect of each HNG-X Service (other than the BCSF Service),
the CCD or CCDs which are in effect at the relevant time and describe that
HNG-X Service, as set out in Schedule B3.1;

"Service Desk"

means, save as expressly provided otherwise, the initial point of call for
Users in need of support relating to the Services . Until the 16th June 2014
the Service Desk shall be provided by Fujitsu in accordance with the
Service Desk Service Description and after this date it shall be provided to
Post Office by the Next Supplier and Fujitsu Services shall interact/interface
with the Next Supplier Service Desk in accordance with operating
processes agreed with the Next Supplier. Post Office may request that
Fujitsu provide a fall back Service Desk until the 2nd July 2014.

"Service Desk Day”

means, for the Fujitsu provided Service Desk up to the 2" July 2014: 08:00
— 18:30 Monday to Saturday inclusive, other than Christmas Day;

"Service Desk Service"

means the Service referred to in row 1 of Table A of Schedule B3.1 until the
2 July 2014, thereafter the Service Desk Service shall be replaced by a
service to be provided by the Next Supplier

"Service Desk Voicemail
Service"

means the facility provided by Fujitsu Services up until the 2° July 2014
for recording telephone calls to the Service Desk outside of the Service
Desk Day and ring back on the following Service Desk Day as further
described in the CCD entitled "Service Desk: Service Description"
(SVM/SDM/SD/001);

"Service Failure”

means an interruption of a Service that has not been approved by Post
Office;

"Service Integration
Charges”

means the Charges for the Service Integration Services, as set out in
paragraph 8 of Schedule D1;

"Service Integration
Services"

means the services referred to in Table C of Schedule B3.1;

"Service Level
Measurement Period"

means the period over which Fujitsu Services shall report service
performance against Service Levels. Each Service Level Measurement
Period shall, unless expressly stated otherwise in this Agreement, be a
period of three months ending at the end of June, September, December
and March in each Financial Year;

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"Service Level”

means a quantified and measurable standard, required for a specified
Service;

"Service Level Target" or
"SLT

shall have the meaning given to it in paragraph 1.2.1 of Schedule C1;

"Service Management
Element”

means, for each Operational Service, the service management element,
expressed as an amount in the Operational Unit Charge for that Operational
Service or (in the absence of an Operational Unit Charge for that Service)
the Operational Fixed Charge for that Operational Service, in each case as
set out in respect of that Operational Service in the Operational Charges
Table;

"Service Management
Relationship"

shall have the meaning set out in Annex 1 of Schedule A2;

"Service Management
Report"

means the Service Review Book;

"Service Management
Service"

means the Service referred to in row 11 of Table A of Schedule B3.1;

"Service Review Book”

means the Working Document used by Fujitsu Services to report
performance of the HNG-X Services against Service Levels and associated
volumes, the format of which is agreed by the Parties at meetings of the
Service Management Relationship;

“Service Requirement”

means the document describing the nature and level of in-life support that
the Product will require once accepted into production within the Post Office
environment;

"Services"

means the HNG-X Services, the Business Continuity Services, the Transfer
Services, and the Development Services;

"Simple Payment Module"

means a type of smart card supported by the SML software referred to in
Table 2 in Schedule B4.1;

"SIP Charges”

means the Charges for the SIP, as set out in paragraph 11 of Schedule D1;

"SIP Confidential
Information”

shall have the meaning set out in paragraph 10.1.1 of Schedule B1.2;

"SIP Lead Manager”

means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;

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"SIP Team" or "SIP" or means the team established by Post Office, comprising employees of
"Systems Integration Post Office, individuals assigned from third parties and those Fujitsu
Partnership” Services SIP Team Members provided by Fujitsu Services in accordance
with Schedule B1.2, to carry out such tasks as Post Office may require
from time to time in accordance with Schedule B1.2;

“SLT Calendar Year" means each period from 1 January to 31 December (inclusive, in each
case) during the term of the Agreement;

“Smart Metering” means the web service provided by Fujitsu that allows customers of British
Gas to access and top up their Smart Card for usage on British Gas Meters;

"Smart Token" means a type of Token (as defined in relation to the Automated Payment
Service or the In/Out Payment Business Capability) which uses on-board
integrated circuit technology;

"Soft Cap” shall have the meaning given to it in paragraph 1.3.3 of Schedule D8;

"Soft Cap Range" means the difference between the Upper Target Price and the Soft Cap;

“Software” means in relation to Services other than DDS, Fujitsu Services’ Software,
Specially Written Software, Internal Code, Third Party Software and all
other Software licensed by Fujitsu Services to Post Office hereunder;

means, in relation to DDS, the software to be developed under the Schedule
13 (Digital Development Services)

“Solar” has the meaning set out in Schedule I

"Solicitation Fee" means a sum equivalent to:

(a) in the case of a Key Individual who was an employee of the Previous
Employer:

(i) where such employment lasted less than twelve months, the
gross salary payable to that Key Individual for the period of his
employment plus the reasonable costs incurred by the
Previous Employer of recruiting that Key Individual; or

(ii) where such employment lasted twelve months or more, the
gross annual salary of that Key Individual; or

(b) in the case of a Key Individual who was engaged by the Previous
Employer as a contractor:

(i) where such engagement lasted less than twelve months, the
total gross contract fees payable by the Previous Employer for
the services provided to it by that Key Individual during the

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period of his engagement plus the reasonable costs incurred
by the Previous Employer of engaging that Key Individual; or
(ii) where such engagement lasted twelve months or more, the

total gross contract fees payable by the Previous Employer for
the services provided to it by that Key Individual during the
immediately preceding twelve months;

"Solution Architecture” means the architecture described in the CCD entitled “HNG-X Solution

Architecture Outline” (ARC/SOL/ARC/0001);
"Solution Baseline” shall have the meaning set out in paragraph 2.1.3 of Schedule B6.1;
"Solution Baseline has the meaning given to it in paragraph 3 of Schedule B6.2;

Documentation Set"

"Solution Test Stage” means a Fujitsu Services managed test stage (which, for Project HNG-X is
a sub-stage of Test and Validation), which will integrate and validate the
solution within end to end data flows (within solution boundaries);

"Source Code” means in relation to Services other than DDS software in eye-readable form
and in such form that it can be compiled or interpreted into equivalent object
code together with all technical information and documentation necessary
for the use, reproduction, modification and enhancement of such software;

means, in relation to DDS, the source code of the Software to which it
relates, in the language in which the software was written, together with all
related flowcharts and technical documents, all of a level sufficient to enable
the Post Office's development personnel to understand, develop and
maintain that Software;

“Special Categories” Has the meaning given in Article 9 of the GDPR.

"Specially Commissioned I means design documentation commissioned by Post Office from Fujitsu
Design Documentation” Services for one or more Design Purposes prior to the Project HNG-X
Commencement Date or after that date and used solely in connection with
the Existing Services;

"Specially Written means original documentation produced by or on behalf of Fujitsu Services:

Documentation”

(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and

(b) which relates to Specially Written Software; and

(c) as a deliverable under a Work Order relating to the development of
such Specially Written Software,

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including, without limitation, documentation identified as Specially Written
Documentation in the CCD entitled "Transfer Asset Register" (
COM/MGT/REP/0001);

"Specially Written means original software developed by or on behalf of Fujitsu Services:

Software”

(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and

(b) pursuant to a Work Order for the solution build and test stage of the
development process or lifecycle; and

(c) in accordance with a design proposal or other specification
produced in the solution specification stage of the development
process or lifecycle, in relation to which Fujitsu Services was
engaged under a Work Order,

including, without limitation, software identified as Specially Written
Software in the ccD entitled "Transfer Asset
Register"(COM/MGT/REP/0001);

“Specified Purpose” has the meaning specified in Clause 30.19.5;

“Specified Third Party means the software listed in Schedule G, Annex 2;
Software”

"SPM" means Simple Payment Module;

"Spot Rates File” means an electronic file sent by Post Office to Fujitsu Services containing
exchange rates to be used by the Bureau;

“Sprint” means a development cycle performed as part of the DDS;

“Sprint Backlog” has the meaning given in paragraph 1.13.1 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);

“Sprint Closure Report” means, in respect of each Sprint, the report to be created as an output of
the Sprint Retrospective Meeting which sets out the number of User Stories
completed in each Sprint as against the number of User Stories which were
proposed to be completed within the same Sprint, details of any Relief
Events, and any known reasons where the number of achieved User
Stories is less than the number of proposed User Stories in the same
Sprint;

means the dependencies listed in paragraph 12 of Schedule 13 (Digital
Development Services) and, in respect of any specific Sprint, the
dependencies agreed between the Product Owner and the Product
Delivery Manager prior to the commencement of such Sprint in accordance

“Sprint Dependencies”

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with paragraph 1.14 of Appendix 1 (Agile Methodology) of Schedule I3
(Digital Development Services);

“Sprint Functionality”

has the meaning given in paragraph 1.19 of Appendix 1 (Agile
Methodology) of Schedule I3 (Digital Development Services);

“Sprint Planning Meeting” Ihas the meaning given in paragraph 1.13 of Appendix 1 (Agile
Methodology) of Schedule I3 (Digital Development Services);

“Sprint Requirement” has the meaning given in paragraph 1.13.7 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);

“Sprint Retrospective has the meaning given in paragraph 1.27 of Appendix 1 (Agile

Meeting” Methodology) of Schedule 13 (Digital Development Services);

“Sprint Review Meeting” has the meaning given in paragraph 1.23 of Appendix 1 (Agile

Methodology) of Schedule I3 (Digital Development Services);

“Sprint Team” means the Participants in the Sprint (as described in paragraph 6.1 of
Schedule 13 (Digital Development Services)) and any replacements from
time to time;

"Stage" shall have the meaning given to it in paragraph 1.2 of Annex 2 to Schedule

A2;

“Standard GWS client”

means a new GWS which is implemented in its entirety under the GWS
Support Facility;

“Standard Sprint Team
Structure”

Has the meaning given in paragraph 6.1 of Schedule
Development Services);

13 (Digital

"Stand-Alone Hardware”

means hardware (together with any integral software) which is to be
installed in a Branch but which is not Branch Hardware, together with any
tools supplied with such hardware which are required to facilitate such
installation, replacement or removal;

“Standing Team”

means those personnel identified as such in the minutes of the Demand
Planning Forum;

"Statement of Dispute”

shall have the meaning given to it in paragraph 5.1 of Annex 2 to Schedule
A2;

"Stock"

means items held in Branches and classified as Retail Stock, Security
Stock, Value Stock, and Other Stock;

"Stock Unit"

means an individual unit of accountability, mandatory within a main (branch)
post office and optional within a sub post office, for which an individual (or

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a group of individuals) is accountable. It may contain: (i) Transaction
Vouchers for a designated period, (ii) Value Stock, and/or (iii) cash;

“Story Points”

means a unit of measurement of the effort required for completion of each
User Story to be estimated by the Sprint Team in accordance with the
principles in paragraphs 1.7 and 1.17 of Appendix 1 (Agile Methodology) of
Schedule I3 (Digital Development Services);

“Streamline”

means the name of the third party Merchant Acquirer appointed by POL.
Note that post 01/4/2012 any references to Streamline in the contract shall
be construed to mean the replacement Merchant Acquirer as contracted by
POL;

"Strive"

shall have the meaning given to it in Recital E(d);

"Sub-contractor”

means a person to whom any obligations of Fujitsu Services expressly
specified in this Agreement are delegated in accordance with the provisions
of this Agreement but shall not (for the avoidance of doubt) include any
supplier of products or services which are not expressly specified as
obligations of Fujitsu Services under this Agreement and related
expressions shall be construed accordingly;

"Subject Information
Request”

means a valid request (as provided for in the Data Protection Act 1998) by
or on behalf of a Customer or User for a copy of Personal Data of that
Customer or User held or which may be held by Fujitsu Services;

"Subject Lead"

means, in respect of each Relationship, the individuals-representing each
Party, identified as the subject leads in respect of that Relationship in Annex
1 to Schedule A2;

"Subject Lead Review"

shall have the meaning given to it in paragraph 2.1 of Annex 2 to Schedule
A2;

"Subsidiary Company”

means a subsidiary undertaking (as defined by Sections 1162 of the
Companies Act 2006) or a subsidiary (as defined by section 1159 of the
Companies Act 2006;

“Superstock” means a Geller application hosted on the Superstock Infrastructure;
“Superstock means the hardware and software supplied and used by Fujitsu Services in
Infrastructure”

order to provide the Superstock Services (excluding, for the avoidance of
doubt, the PSTN network);

“Superstock Services”

means the Service referred to in line 1 of Table C of Schedule B3.1;

“Superstock Solution”

means the Superstock Infrastructure and the Superstock Services
(including, without limitation, the provision and use of the Superstock

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Infrastructure by Fujitsu Services and/or its Sub-contractors to provide
those Superstock Services);

means the support facilities forming part of the Business Capabilities and
Support Facilities;

“sval”

means a testing process used for Functional and non-functional testing;

“SV&l Rig”

means the primary rig used for all functional and non-functional testing,
including testing connectivity and interworking with external systems;

"Systems Integration"

means the procurement, integration, provision and management of any or
all applications, infrastructure and services required by Post Office for the
purposes of integrating some or all of the Relevant IT Systems;

"Systems Integration
Partnership and Executive
Relationship”

shall have the meaning set out in Annex 1 of Schedule A2;

"Systems Management
Service”

means the Service referred to in row 7 of Table A of Schedule B3.1;

"Task"

means a task or milestone described at Level 2 in the HNG-X Programme
Plan to be performed or achieved by one or other Party as specified in the
HNG-X Programme Plan;

"Technical Interface
Specification" or "TIS"

means a CCD describing the technical detail of an interface;

"Terminable Service”

means any individual Operational Service or group of Operational Services
taken together that are identified as a terminable service in the column
headed “Terminable Service” in the table set out in Annex 1 of Schedule E;

“Terminating Services”

means the following Operational Services which shall cease on 31st March
2023 unless terminated earlier:
(a) Data Centre Operations Services; and

(b) Central Network Service;

“Termination Assistance
Period”

means the period agreed by the Parties in Termination Assistance Work
Package during which termination assistance is to be provided;

“Termination Assistance
Work Package”

means a Work Package in relation to termination assistance which may be
requested by Post Office using the process in paragraph 3.15 of Schedule
E (Termination and the Exit Plan);

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"Termination Charge”

means the charge set out in paragraph 6 of Schedule E payable by Post
Office if the Agreement is terminated in accordance with Clause 47.7;

“Termination Early Release
Date”

has the meaning specified in Clause 30.19.3;

“Termination Licence Fee”

has the meaning set out in Clause 39.1.2;

"TESQA" means the software tool made available by Fujitsu Services to Post Office
which enables TESQA Users to access the Transaction Enquiry Service;
"TESQA Users” means those Users who access TESQA which shall be no more than 20

Users at any one time;

“Test Automation Toolset”

this consists of the LOADRUNNER software for volume testing and
WINRUNNER software for regression testing and volume testing;

"Test and Validation”

means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.1 of Schedule B6.3;

"Testable Services”

means any individual Operational Service or group of Operational Services
taken together that are identified as a testable service in the column headed
“Testable Service" in the table set out in Annex 1 to Schedule D6;

"Third Line Software
Support Service” or "Third
Line Support Service"

means the Service referred to in row 9 of Table A of Schedule B3.1;

"Third Party Confidential
Information”

shall have the meaning given to it in Clause 34.2;

“Third Party Controller”

means any Bank and/or Client to whom Post Office provides services

"Third Party Data"

means the data or databases referred to in the table in (as applicable)
paragraph 1.3 of Schedule B4.1 or paragraph 1.3 of Schedule C3;

"Third Party Items”

means the HNG-X Third Party Software and all other software (other than
Horizon Third Party Software), documents, materials and other things used
in the provision of the HNG-X Services in which the Intellectual Property
Rights are owned by a third party and which it is necessary for Post Office
to use in order to receive the HNG-X Services over the HNG-X Service
Infrastructure or the benefit of its other rights under this Agreement;

"Third Party Management
Service Charges”

means the Charges for the Third Party Management Services, as set out in
paragraph 9 of Schedule D1;

"Third Party Management
Services”

means the services (if any) referred to in Table D of Schedule B3.1;

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"Third Party Software means the ultimate licensor of any Third Party Software;

Owner"

"Third Party Software" means Horizon Third Party Software and HNG-X Third Party Software;

"TID" means, in the context of Debit Card, the terminal identification number;

"TMS" means the transaction management service formerly provided as part of
the Horizon Application and Horizon Services;

"TMS Agent” means part of the Infrastructure that accesses TMS held data;

"TMS Technical means the documentation referred to in row 5 of Table 3 in Schedule B4.1;

Documentation"

“Token” means a magnetic stripe card, smart card, smart key, bar code or other
physical device, bearing information capable of being used by an
Application;

"Token Technology means a document specifying the technology used by a particular

Specification” automated payment Token;

“Tower” means a package of IT and related servcies to be provided by a single
supplier as part of the Towers Model;

“Tower Branch Network The network services which are to be procured by Post Office as part of the

Service" Towers Model from a Tower Contractor, being services which are
Replacement Services to the Branch Network Services;

“Tower Contractor” means a supplier providing a category of technical services under an
agreement to perform the role of a Tower in the Post Office's Tower Model
together with Post Office Service Integrator;

"Tower Contractor Cause" I means a failure by a Tower Contractor to carry out a Tower Contractor
Responsibility;

“Towers Model” means the multi supplier sourcing model under which Post Office will
procure IT services for each Tower and for service integration and design
using Post Office Service Integrator, including Replacement Services, from
a number of different suppliers;

"Tower Contractor means the responsibilities of an individual Tower Contractor (i) expressly

Responsibility" allocated to that Tower Contractor as set out in the CRD entitled “Tower
Contractor Responsibilities” reference TOW/CR/001, together with (ii)
additional responsibilities which will directly impact the Services as a result
of the appointment of the Post Office Service Integrator by Post Office
and/or the Partial Termination or termination of any Terminable Service on

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which Fujitsu Services is wholly or partially dependent in order that it may
fulfil its own obligations under this Agreement;

“Trade Restrictions”

means the Training Controls functionality that controls whether a specific
product ID can be transacted by an individual User logged on to a Counter
Position

“Training Controls”

means the functionality which enacts the Logon Restrictions and Trade
Restrictions in accordance with User training curricula data provided by
Post Office's identity management system, where;

(a) Logon Restrictions control, in conjunction with the Branch
Administration Support Facility, whether a User is restricted to the
Coursework Role or not, and;

(b) Trade Restrictions control, in conjunction with the Point of Sale
Business Capability, whether a specific product ID can be
transacted by an individual User or not.

“Training Controls
Disablement and Re-
Enablement Service”

means the call off service described in Table B of paragraph 2.2 in Schedule
B3.1;

"Training Counter Update
Service”

means the Service referred to in row 3 of Table B of Schedule B3.1;

"Training Data"

means the data that is available to the CTO following a reset of that CTO
and any data produced as a consequence of performing Training
Transactions;

"Training Session”

means the period of time between reset points of the CTO during which a
User of a CTO Counter is logged on;

"Training Support Facility”

means the Support Facility referred to at paragraph 3.11 of Schedule B3.2;

"Training Transactions”

means Transactions carried out by a User of a CTO Counter during a
Training Session;

“Transaction”

means a recorded and auditable instance of business activity, involving
service provision or Stock movement across organisational or service
boundaries;

"Transaction
Benchmarking Service”

means the Services referred to as such which form part of the Management
Information Service referred to in row 10 of Table A of Schedule B3.1;

"Transaction Correction”

means a correction to a Branch financial error distributed by Post Office to
the Branch Infrastructure via the HNG-X Central Infrastructure;

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"Transaction Correction
Record"

means a description by Post Office of corrections that need to be made to
Branch Trading Accounts as further described in the CCD entitled “POL
Finance Systems to TMS/Horizon Transaction Corrections” (EA/IFS/002);

“Transaction Enquiry
Service”

means the service which provides Users with 180 days of (read-only)
historical Transaction details, and includes the production of the
Reconciliation and Settlement Reports and despatch of REC Files to CAPO
and Santander, as further described in the CCD entitled "NBS Definition"
(BP/SPE/035);

"Transaction Management
Support Facility”

means the Support Facility referred to at paragraph 3.4 of Schedule B3.2;

“Transaction Processing
System (TPS)”

means the system which generates Transaction data file and Transaction
data file summaries for transfer to Post Office Limited;

"Transaction Voucher"

means a document used by Post Office as evidence of a Transaction,
including as an example, and without limitation, a telephone bill;

"Transfer" means transfer of Post Office Stock or money, the transfer of Value Stock,
and/or money, either between Stock Units within a Branch, or between
Branches;

"Transfer Charges” means the Charges for the Transfer Services, as set out in paragraph 12 of

Schedule D1;

“Transfer Payment”

means the sum payable pursuant to Clause 48.3 of this Agreement,
calculated in accordance with paragraph 7 of Schedule E;

“Transfer Regulations”

means the Transfer of Undertakings
Regulations 2006;

(Protection of Employment)

"Transfer Services”

means:

(a) the Services described in Schedule E to be provided by Fujitsu Services
in the circumstances described in that Schedule; and

(b) any assistance provided by Fujitsu Services pursuant to Clause 48.4.2,

the basis for charging for which is set out at paragraph 12 of Schedule D1;

"Transition"

means the transition from the Horizon Applications and the Horizon Service
Infrastructure to the Business Capabilities and Support Facilities and the
HNG-X Service Infrastructure, together with changes to the HNG-X
Services as described in Schedule B3.1, through the carrying out of the
HNG-X Project Activities and the Associated Change Activities in
accordance with the HNG-X Programme Plan;

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“Transition Dependency” means any Post Office dependency upon which the successful completion
of the transition activities set out within CT2609 are dependent, as explicitly
identified within the CT2609 as Post Office Dependencies;

“Transition Period” means the period of transition as set out in the CT2609;

"Trigger Points” means each of the events listed below, designated as a trigger point to be
reached whilst migrating and transitioning the Services as a result of the
HNG-X Project Activities and the Associated Change Activities;

T1-Amendment Date, the effective date of CCN 1200;

T2 - Service Desk Change;

T3 - Engineering Service Change Complete;

T4 - Wigan/Bootle Decommissioned;

T5 - Data Centre Ready for HNG-X;

T6 - Counter Application Rollout Complete; and

T7 - HNG-X Bedding in Period Complete;

"Trigger Events” means the events set out in the columns headed ‘Trigger Event' in the tables
that appear in paragraph 2 of Schedule B3.1;

"Trigger Point Table” means the table of that name in Annex C to Schedule D1;

"Unavailable" means in respect of a Counter Position, that is not able to perform all
Transactions, or communicate with the HNG-X Central Infrastructure during
a Post Office Core Day;

“Understanding Exercise” I has the meaning specified in Clause 30.19.13;

“Upper Target Price” shall have the meaning given to it in paragraph 1.3.2 of Schedule D8;

"Use" means the right of Post Office, in connection with the Services (except in
the case of Horizon Third Party Software where such right shall be in
connection with the Existing Services only) and for no other purposes to
load, execute, store, transmit, display, copy (for the purposes of loading,
execution, storage, transmission or display) or otherwise to utilise the
Software. To the extent permitted by law, such right of Use shall not include
the right to reverse assemble, reverse compile, decode or otherwise
translate the Software;

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"Use Case” represents a Post Office Functional Requirement in the form of a description
of a set of interactions with the HNG-X System that supports a named
business goal;
"User" means a person authorised by Post Office to use a Service;

"User Interface Defi
Process”

means the process for the refinement of the HNG-X Requirements for the
HNG-X User Interface and the definition of the agreed HNG-X User
Interface as set out or referred to in Part 3 of Annex 11 to Schedule B6.1;

“User Story”

means a non-technical description of a development requirement of Post
Office, expressed as a high level outcome, including the intended
operations, functions, performance, non-functional requirements, service
requirements and other characteristics of the Software or part of the
Software;

“Variabilisation”

has the meaning set out in Schedule I

“Variabilisation Candidate”

has the meaning set out in Schedule I

“Variabilisation CCN”

has the meaning set out in Schedule I

“Variabilisation
Completion”

has the meaning set out in Schedule I

“Variabilisation
Framework”

has the meaning set out in Schedule I

“Variabilisation Goal”

has the meaning set out in Schedule I

“Variabilised Services”

has the meaning set out in Schedule I

“Variable Services”

has the meaning given in paragraph 11.1.1 of Schedule E;

“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;
Reconciliation Service;

Security Management Service; and

NOaAPons

8. Applications Support Service (4th Line).

"Volume Forecast
Reduction"

means in any month the reduction (if any) in forecast Transaction volumes
for that month as requested by Post Office and implemented in accordance
with the procedure set out in the CCD "Horizon Capacity Management and
Business Volumes" (PA/PER/033), expressed _as_a percentage of the

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Transaction volumes forecast for that month as at the date when that CCD
is amended pursuant to CCN 1200;

"Volumetric Limits”

shall have the meaning set out in paragraph 4.1 of Schedule C1;

"WAN"

means wide area network;

“Web Merchant Interface”

means the website which Post Office resources securely access, as part of

or “Web Portal” the Payment and Banking Service, to use the functions of the Transaction
Management Support Facility. Access to and support of the Web Portal is
provided as part of the Payment and Banking Service;

“WebRiposte” means the Software referred to as such and identified in row 3 of Table 1 of

Schedule B4.1 or in row 1 of Table 4 of Schedule C3 (as applicable);

"Work Order"

shall have the meaning given to it in paragraph 4.2 of Schedule D2;

"Work Ordering
Procedure"

means the procedure for the procurement by Post Office of goods, services
or both from Fujitsu Services, as described in Schedule D2 and, in relation
to the procurement of Development Services, also in Schedule B1.1;

"Work Package”

means a discrete package of work (covering the supply of goods,
services or both) which is either to be contracted for in a single Work
Order or to be divided into Work Package Elements each of which will
be contracted for in a single Work Order;

"Work Package Element”

means any element of a Work Package which is intended to be the subject
of a discrete Work Order;

“Worker”

shall have the meaning given to it in Clause 48.4.3;

“Working Day”

means a day other than a Bank Holiday, a Saturday or a Sunday;

“Working Document"

means any document designated as a Working Document and any other
document other than the Agreement, Change Control Notes executed by
both Parties, Work Orders approved by both Parties, Contract Controlled
Documents and Contract Referenced Documents. Working Documents are
without prejudice to either of the Parties’ contractual or other existing rights
or obligations from time to time and nothing contained therein shall be
deemed or construed as affecting existing contractual obligations or
creating new contractual obligations between either of the Parties; and

"Working Hours"

means for an individual post office, the hours during which that office is
open for normal business.

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Version History

SCHEDULE A1

PREFERRED SYSTEMS INTEGRATOR

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

1.4 26/09/06 Minor corrections

2.0 24/01/07 Baseline copy of 1.1

6.0 15/06/09 Moving all Schedules to V6.0 as agreed with
Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all Schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all Schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all Schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021

Moving all Schedules to V14.0

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SCHEDULE A1
PREFERRED SYSTEMS INTEGRATOR
1. INTRODUCTION
1.4 In Clause 2 of this Agreement Post Office has stated that it is its present intention to appoint Fujitsu

Services as Preferred Systems Integrator with a wider scope of operation than the Infrastructure and
with the potential to include all Relevant IT Systems in that scope. The purpose of such appointment
would be to exploit the appropriate IT and services to drive Post Office's business strategy. This
Schedule sets out the rights and obligations of a Preferred Systems Integrator and the terms upon
which Post Office would be willing to appoint Fujitsu Services as the Preferred Systems Integrator.

1.2 The Systems Integration Partnership and Executive Relationship shall review opportunities to create
value for Post Office by Fujitsu Services taking on the Systems Integration of additional IT systems.
and services, and shall maintain a list of such opportunities in a Working Document.

2. SCOPE

21 For the purposes of this Schedule A1, “Preferred Systems Integrator” shall mean the person
appointed by Post Office from time to time to carry out the procurement, integration, provision and
management of any or all applications, infrastructure and services required by Post Office for the
purposes of integrating some or all of the following information technology systems:

2.1.1. any new IT system acquired by Post Office which is required by Post Office to interface with
the Infrastructure;

2.1.2 any existing IT system used by Post Office which interfaces or is required to interface with
the Infrastructure; or

2.1.3. any other IT system currently in use or acquired by Post Office after the Amendment Date
which is not required to interface with the Infrastructure, but excluding any system that is
provided as a shared information technology system with other parts of the Royal Mail
Group,

(each a “Relevant IT System”, together the “Relevant IT Systems’).

2.2 Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, such responsibility may involve the Preferred Systems Integrator undertaking the
provision of operating, support, development and maintenance activities associated with Systems
Integration using either its own resources or by procuring some or all of such associated activities
from subcontractors. Where such associated activities are procured from third parties, the Preferred
Systems Integrator shall remain solely responsible to Post Office for their provision.

3. APPOINTMENT

3.1 Nothing in this Agreement shall oblige Post Office to appoint Fujitsu Services as its sole Preferred
Systems Integrator. However, it is Post Office's present intention, subject to paragraphs 3.2 and 3.3,
to appoint Fujitsu Services as the Preferred Systems Integrator within twelve months of the
Amendment Date.

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3.2 Post Office, at its sole discretion but acting reasonably in accordance with paragraphs 3.3, 3.4 and
3.5, shall determine:

3.2.1. when Fujitsu Services is first appointed as Preferred Systems Integrator;
3.2.2 which categories of Relevant IT Systems that initial appointment covers; and
3.2.3 the timing and extent of any subsequent additions to that scope.

3.3 Post Office's determination of the matters referred to in paragraph 3.2 shall be based on Post
Office's assessment of (a) the extent to which Fujitsu Services has met the criteria for selection of a
Preferred Systems Integrator as set out in paragraph 3.4, taking account of the matters set out in
paragraph 3.5 and (b) Fujitsu Services’ performance of its obligations under this Agreement as
monitored by Post Office and disclosed to Fujitsu Services in accordance with the processes set out
in Schedule A2.

3.4 Post Office's criteria for selecting a Preferred Systems Integrator will comprise the candidate's ability
to demonstrate (by reference where appropriate to any track record with Post Office) that it can, with
respect to large scale complex IT systems such as that used in relation to the Horizon Service

Infrastructure:

3.4.1 work collaboratively with other Post Office suppliers in delivering Post Office end to end
requirements;

3.4.2 manage third party service and product suppliers to deliver integrated solutions;
3.4.3 deliver continual improvements in levels of service;

3.4.4 deliver value for money to Post Office;

3.4.5 use innovation to improve Post Office competitiveness;

3.4.6 deliver application developments consistently within time, at or below cost budgets and to
required quality;

3.4.7 select supplier-independent products and services most appropriate to meet Post Office
requirements; and

3.4.8 adopt ways of working based on a relationship of mutual trust.

3.5 In evaluating Fujitsu Services' performance against the criteria set out in paragraph 3.4, Post Office
shall take account of the following:

3.5.1 Fujitsu Services' progress on completing Project HNG-X within time, at or below cost
budgets and to required quality;

3.5.2 the ability of Fujitsu Services SIP Team Members, and/or Fujitsu Services, to generate and
implement innovative ideas to either reduce Post Office costs or improve Post Office
efficiency;

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3.5.3 Fujitsu Services recommending the selection of other companies’ (rather than its own)
products and services where these are demonstrably a better fit with Post Office's
requirements;

3.5.4 Fujitsu Services demonstrating in relation to at least one Service that they are best value for
money;

3.5.5 Fujitsu Services adopting new ways of working such as transparency on costing for new
proposals, not 'man marking’ (which means a situation where both Parties utilise individuals
to manage a Service or other aspects of the Services) and, where appropriate, adoption of
‘win-win' as the way of resolving issues; and

3.5.6 when considering additions to the scope of Fujitsu Services’ Preferred Systems Integrator
role, its performance of that role in relation to its existing scope.

3.6 Without prejudice to any Systems Integration activities being provided by Fujitsu Services under this
Agreement, Post Office reserves the right to seek competitive bids for any Systems Integration
activities in relation to Relevant IT Systems where it considers it would be in the best interests of
Post Office to do so. Fujitsu Services (having been appointed as Preferred Systems Integrator)
would be invited to bid in all such competitions.

3.7 The appointment of Fujitsu Services as Preferred Systems Integrator will be terminated with
immediate effect upon the termination or expiry of this Agreement.

3.8 The appointment of Fujitsu Services as Preferred Systems Integrator may be terminated or the
scope within which it has such a role reduced with immediate effect by Post Office in its sole
discretion:

3.8.1 should Fujitsu Services unreasonably refuse to accept responsibility for any Relevant IT
System nominated by Post Office in accordance with paragraph 4; or

3.8.2 should Fujitsu Services fail to fulfil its obligations under this Schedule A1.

3.9 Should Fujitsu Services be appointed as Preferred Systems Integrator and such appointment be
terminated or its scope reduced under paragraph 3.8, Fujitsu Services’ obligations under this
Agreement to provide Systems Integration activities for the HNG-X Services shall continue in
accordance with the other provisions of this Agreement.

4. RESPONSIBILITY

44 At any time following Post Office's appointment of Fujitsu Services as its Preferred Systems
Integrator, Post Office shall be entitled to nominate any Relevant IT System as a system for which
Post Office would like the Preferred Systems Integrator to assume responsibility and shall disclose
full details of the Relevant IT System to the Preferred Systems Integrator. The terms on which the
Preferred Systems Integrator assumes such responsibility shall be subject to agreement in
accordance with the Change Control Procedure.

4.2 Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, activities in relation to the Relevant IT System will commence within three months of

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the date that such Relevant IT System is nominated for such responsibility by Post Office under
paragraph 4.1 or such other period agreed between the Parties.

43 Post Office shall facilitate discussions between the Preferred Systems Integrator and any current
supplier of products and/or services that are relevant to the nominated Relevant IT System. Where
requested by the Preferred Systems Integrator, Post Office shall use reasonable endeavours to
procure that Post Office's existing contracts with such suppliers that are relevant to the nominated
Relevant IT System are assigned to or novated in favour of the Preferred Systems Integrator.

44 Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, the Preferred Systems Integrator shall be responsible for all Systems Integration
activities in relation to each Relevant IT System which Post Office nominates to the intent that the
Preferred Systems Integrator shall ensure that:

4.4.1 each Relevant IT System meets the applicable service levels; and

4.4.2 the interoperability and performance across Relevant IT Systems meet the required service
and performance levels applicable to each Relevant IT System.

5. VALUE FOR MONEY

5.1 The Preferred Systems Integrator activities shall be subject to market testing. Where Fujitsu Services
is appointed as Preferred Systems Integrator, such market testing shall be carried out in accordance
with the principles set out in Schedule D6, without causing delay to any of the other Market Testing
activities described in that Schedule.

5.2 Where the Preferred Systems Integrator procures associated activities from a third party in
accordance with paragraph 2.2, the provision of those activities shall be subject to market testing.
Where Fujitsu Services is appointed as Preferred Systems Integrator, such market testing will be
conducted in accordance with the principles set out in Schedule D6 without causing delay to any of
the other Market Testing activities described in that Schedule and validated in accordance with the
provisions of Schedule D4.

6. LEGALITY
The provisions of this Schedule A1 shall apply to the extent permitted by law, including, but not
limited to, the provisions of the Competition Act 1998, Directive 2004/17/EEC and Directive
2004/18/EEC.

7. ASSOCIATED DOCUMENTS

7 There are no CCDs associated with this Schedule A1.

7.2 There are no CRDs associated with this Schedule A1.

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SCHEDULE A2

RELATIONSHIP AND GOVERNANCE

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 24/01/07 Baseline copy of 1.2

3.0 30/01/09 Baseline copy of 2.2

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 23/12/09 Applying changes as per CCN 1268

6.2 30/03/10 Applying changes as per CCN1271¢

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu.

8.0 21/02/12 Moving all schedules to V8.0 in accordance with
CCN1294d

9.0 13/01/14 Applying changes as per CCN1400.

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN 1423c, CCN 1500a, CCN
1600 and moving all schedules in accordance with
CCN1604

12.0 03/07/2017 Applying changes as per CCN 1607 and moving all
schedules to V12

13.0 Moving all Schedules to V13

14.0 20/12/2021 Updating as per CCN1623b, CCN1649, CCN1678,
CCN1700 and moving all Schedules to V14.0

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2.2

SCHEDULE A2
RELATIONSHIP AND GOVERNANCE

OBJECTIVES
The Parties intend that the relationship and governance arrangements under this
Schedule A2 will help achieve the aim of ensuring an effective working relationship
between the Parties and the overall success of the Agreement.
The relationship and governance arrangements under this Schedule A2 will be used, inter
alia, to monitor, and assist with the aim of achieving, the Joint Objectives set out in
Recitals E(d) to (g) (inclusive) of this Agreement.
THE RELATIONSHIP
Decisions shall be taken through the following mechanisms (each a “Relationship”):
2.1.1. Systems Integration Partnership and Executive Relationship;
2.1.2 Service Management Relationship;
2.1.3. Commercial Relationship;
2.1.4. the Demand Planning Board; and

2.1.5 Programme/Release Relationship,

by the Post Office Subject Lead and the Fujitsu Services Subject Lead for each relevant
Relationship.

Annex 1 to this Schedule A2 sets out in relation to each Relationship:

2.2.1 the Post Office Subject Leads of that Relationship and any other Post Office
appointed members;

2.2.2 the Fujitsu Services Subject Leads of that Relationship and any other Fujitsu
Services appointed members;

2.2.3 the responsibilities of that Relationship;

2.2.4 — the frequency with which that Relationship will meet, unless agreed otherwise by
the Parties; and

2.2.5 certain other general information relevant to that Relationship.

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3. GENERAL PROVISIONS
3.1 Save to the extent that a matter is one of the “Reserved Matters” described in paragraph

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

5 of this Schedule A2, Decisions agreed between the Subject Leads of each Party (or
their fully empowered deputies) for the appropriate Relationship will be effective and
binding on the Parties (whether or not such Decision is made at a scheduled meeting of
a Relationship), provided in each case such Decisions are within the scope of the relevant
Relationship's responsibilities as described in Annex 1 to this Schedule A2 and such
Decision is recorded in accordance with paragraph 3.5.

Each Relationship shall be conducted through “meetings”, comprising, for the purposes
of this Schedule A2, telephone conferences, teleconferences or other means of
discussion as the Parties consider appropriate from time to time.

The Subject Leads for each Relationship will agree what (if any) regular or occasional
meetings they wish to hold (and their frequency), where otherwise not stated in Annex 1
to this Schedule A2, in order to discharge the responsibilities and purpose of the relevant
Relationship.

Members of a Relationship may, with the consent of the other Party's Subject Lead for
that Relationship (such consent not to be unreasonably withheld or delayed), invite other
persons to attend meetings of that Relationship.

For any Decision of a Relationship to be effective and binding on the Parties, it must be
in writing and signed by the Subject Leads (or their fully empowered deputies) of that
Relationship.

Atleast once in every calendar year, the members of each Relationship shall discuss and
review whether the frequency with which their Relationship meetings are held should be
altered.

The Parties agree that day-to-day operational issues arising under or in connection with
this Agreement will be managed through delegated authority, including through
operational review forums, project boards and problem management working groups that
are established from time to time by the Parties, with a view to resolving them in a timely
manner.

Any operational issues which cannot be resolved in a timely manner in accordance with
paragraph 3.7 shall be considered by the relevant Subject Leads at the first available
opportunity.

The Parties agree to use their reasonable endeavours to make Decisions through timely
and effective communication through the appropriate Relationship and not to
unreasonably delay Decisions.

The Subject Leads of each Relationship will agree measurement criteria from time to time
for determining the effectiveness of the relationship between the Parties in meeting the
Joint Objectives set out in Recitals E(d) to (g) (inclusive).

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3.12

44

4.2

5.1

5.2

5.3

In addition to the Subject Leads for each Relationship, each of the Operations Director
for Post Office and the Commercial Division Director for Fujitsu Services shall supervise
the Agreement and shall hold such meetings as they jointly consider necessary to monitor
the strategic direction of the relationship between the Parties under this Agreement.

Nothing in this Schedule A2 shall restrict either Party from exercising any right conferred
upon it under this Agreement and notwithstanding anything to the contrary in this
Schedule A2, no decision to exercise or waive any such right shall require the
concurrence of the other Party.

PROGRAMME/RELEASE RELATIONSHIP

The Programme/Release Relationship shall:

4.1.1 provide a governance structure for each programme and/or Release under this
Agreement through the following boards:

4.1.1.1 the 'Programme/Release Board(s)';
4.1.1.2 the 'Acceptance Board(s)’;

4.1.1.3 the 'Acceptance Dispute Board(s)'; and
4.1.1.4 the ‘Joint Release Authorisation Board(s)’..

4.1.2 through each relevant board, consider, inter alia, future work or changes
generated by ongoing and planned feasibility studies and other areas of potential
work generated through the SIP.

Annex 1 to this Schedule A2 sets out the Subject Leads, other members, responsibilities

and frequency of meetings of each of the boards within the Programme/Release

Relationship.

RESERVED MATTERS

New, increased, reduced or modified obligations or responsibilities of either Party can
only be effected by making changes to this Agreement in accordance with the Change
Control Procedure. Nothing in this paragraph 5.1 shall restrict either Party from agreeing
Work Orders.

Commitment of new expenditure by Post Office can only be approved through the
processes described in Schedule D2 or Schedule A3.

To the extent that a Decision under this Schedule A2 has had or will have an impact on:

5.3.1 the costs of Fujitsu Services (of an amount greater than £10,000) which Fujitsu
Services would have dealt with under the Change Control Procedure and
reflected in a change to the Charges had that impact been understood at the time
the Decision was made;

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8.1

8.2

5.3.2 the achievement of any Service Level or other obligation of Fujitsu Services under
this Agreement;

5.3.3. any contractual or project date agreed between the Parties in relation to this
Agreement; or

5.3.4 any Post Office Responsibilities which would have been dealt with under the
Change Control Procedure had such impact been understood at the time the
Decision was made,

that Decision will be reversed (to the extent it is reasonably practicable to do so) by the
Relationship which made that Decision with effect from the date of such reversal, and the
matter dealt with under the Change Control Procedure. Each Party shall bear its own
costs of complying with such Decision until it is reversed in accordance with this
paragraph. Any disputes arising in relation to such reversal will be resolved in accordance
with the Dispute Resolution Procedure.

ESCALATION PROCEDURES

Any dispute arising out of or in connection with this Agreement, including any matters
arising out of or in connection with this Schedule A2, shall be resolved in accordance with
the Dispute Resolution Procedure.

RELATIONSHIP MANAGEMENT

The Parties shall jointly monitor the operation of the relationship and governance
arrangements under this Schedule A2 and initiate remedial action (including escalation if
required in accordance with paragraph 6) if these are not being followed.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule A2:

Document Reference Document Title

4 BP/STD/003 "Standard Terms and Conditions for
Work Orders"

The following CRDs are associated with this Schedule A2:

Document Reference Document Title

NO CRDs APPLICABLE

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9.1

9.2

9.3

9.4

9.5

GOVERNANCE FOR OPERATIONAL SERVICES AND THE TOWERS MODEL

Fujitsu Services acknowledges that the supplier that Post Office chooses as its Post
Office Service Integrator for the new Towers Model may act as Post Office’s managing
partner. Subject to paragraphs 9.4 and 9.6 below, the Parties acknowledge and agree
that Post Office Service Integrator shall be entitled, on behalf of Post Office, to exercise
any rights or perform any obligations of Post Office under this Agreement, provided that
only Post Office shall be entitled to exercise its rights under Clauses 47, 58 and 66 of the
Agreement and paragraph 7 of Annex 2 to Schedule A2.

For the purposes of the Post Office Service Integrator performing its role as a managing
partner for the Post Office and subject to paragraphs 9.1 and 9.4, references in this
Agreement to Post Office shall be interpreted to refer to or include Post Office Service
Integrator as relevant. Post Office's opinion shall prevail in the event of any dispute as to
whether a reference refers to or includes the Post Office Service Integrator. Delegation
to the Post Office Service Integrator shall be without prejudice to Post Office's right to
exercise its rights under any provision of the Agreement on its own behalf. For the
avoidance of doubt, nothing in this paragraph 9 is intended to create a separate contract
between Fujitsu Services and Post Office Service Integrator or to assign or novate this
Agreement or any part of it to Post Office Service Integrator.

In the event that Post Office appoints the Post Office Service Integrator to manage some
or all of its IT services on its behalf, Fujitsu Services shall perform all its obligations owed
to Post Office under this Agreement to the Post Office Service Integrator as if the Post
Office Service Integrator is Post Office. To the extent that Fujitsu Services fails to perform
its obligations under the Agreement, Post Office retains the ability to enforce its rights
against Fujitsu Services and require it to perform those obligations. In the event that
either Party considers co-operation and collaboration between Fujitsu Services, Post
Office Service Integrator and other Tower Contractors is not in accordance with this
paragraph 9, then either Party may escalate the issue through the Dispute Resolution
Procedure.

Without prejudice to Post Office's right to exercise its rights under any provision of the
Agreement on its own behalf, in the event that Post Office Service Integrator exercises
the rights of Post Office under Clauses 23, 24 or 25 of the Agreement, Fujitsu Services
shall only be required to disclose details of the aggregated price of performing the
Services and not details of pricing for specific Services or details of the cost base it uses
to calculate such prices which may indicate Fujitsu Services’ pricing strategy or pricing
levels to Post Office Service Integrator.

Without prejudice to paragraph 9.1 above but subject to paragraph 9.6 below, the Parties
acknowledge and agree that Post Office Service Integrator shall be entitled to attend any
of the meetings described in this Schedule either in addition to Post Office or on behalf of
and as the representative of Post Office. The Post Office Service Integrator may in some
instances be the sole representative of Post Office at such meetings or governance
boards and will be responsible for the relationship relevant to those meetings or
governance boards. Where Post Office Service Integrator attends a meeting on behalf
of Post Office, Post Office Service Integrator shall be entitled to exercise such rights and

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97

98

9.9

perform such obligations as Post Office would be entitled to exercise or perform at such
meeting.

Post Office shall ensure that it has a representative at the following governance boards
in addition to or instead of Post Office Service Integrator:

9.6.1 Executive Relationship;
9.6.2 Commercial Relationship; and
9.6.3 Acceptance Board Dispute.

As part of its transition to the Towers Model and in order to ensure the smooth and
effective delivery of end-to-end services to Post Office, Post Office may require its
suppliers of IT services to enter into good faith negotiations and agree non-disclosure
agreements with other Tower Contractors and/or other third parties ("NDA(s)”) and
operating level agreement(s) (“OLA(s)”) setting out each supplier's respective obligations
and dependencies to Post Office and each other supplier. Fujitsu Services shall, where
reasonably requested by Post Office, use its reasonable endeavours to enter into NDA(s)
and OLA(s) with Post Office Service Integrator and/or any Tower Contractors and/or any
other third parties within 3 months of such notification by Post Office. In the event that
Fujitsu Services has not or considers it will not be able to enter into NDAs and/or OLAs
within such 3 month timescale, Fujitsu Services shall promptly notify Post Office of any
issues preventing compliance with such 3 month timescale and the Parties shall work
together to address the issues in good faith within a reasonable timescale to be agreed
mutually. In the event that the Parties are unable to agree a reasonable timescale, either
Party may escalate the matter through the Dispute Resolution Procedure. For the
avoidance of doubt, Post Office shall not be a party to any such NDA or OLA.

Post Office may wish to make changes to the governance structure in this Agreement to
align with its new Tower Model and to implement changes associated with any OLA. All
such changes shall be managed as a change to the Agreement and implemented via the
Change Control Procedure. Fujitsu Services shall be entitled to charge for any additional
costs or risks as a result of changes to the existing governance structure in accordance
with the Change Control Procedure.

Fujitsu Services shall collaborate reasonably with Post Office Service Integrator and the
Tower Contractors by adopting Good Professional Practice in relation to collaborating and
co-operating with Tower Contractors to enable Post Office to maximize the benefit of the
strategic IT supply chain and optimal target operating model selected by Post Office for
its IT and change transformation programme including by:

9.9.1 responding to and following the Post Office Service Integrator's instructions,
including meeting all timescales, where provided in accordance with the terms of
this Agreement;

9.9.2 save as set out in the Agreement, reporting to the Post Office Service Integrator
as if it were Post Office;

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9.10

9.11

9.9.3 co-operating with the Post Office Service Integrator where it seeks to manage
and resolve issues between the Tower Contractors including any Incidents;

9.9.4 providing the Services in accordance with collaboration requirements and
responsibilities set out in Schedule F.

For the avoidance of doubt, Fujitsu Services shall be entitled to charge Post Office for
its demonstrable additional costs in complying with this paragraph 9.9 which the Parties
shall agree through the Change Control Procedure to the extent to which such costs are
not covered by the (i) Charges relating to the other Services provided under this
Agreement and (ii) de minimis amount of time being equivalent to 15 man days of
additional effort (over and above those activities performed by Fujitsu Services prior to
the implementation of some or all of the Tower model) in any quarter (being January to
March, April to June, July to September and October to December) incurred by Fujitsu
Services in complying with this paragraph 9.9.

Fujitsu Services shall at all times work with Post Office and Post Office Service Integrator,
in good faith, to develop governance processes, collaboration arrangements and meeting
structures in relation to the provision of the Services in order to:

9.10.1 facilitate consistent management, reporting, and sharing of information between
Fujitsu Services, Post Office Service Integrator and Post Office (as applicable);
and

9.10.2 support and assist the delivery of the Services to Post Office and the delivery of
other relevant Tower services by Post Office Service Integrator and other Tower
Contractors, to Post Office.

The Fujitsu Subject Lead for the Executive Relationship (or a suitable alternative in terms
of seniority, decision making ability and knowledge of this Agreement) shall attend
meetings of the governance board entitled “Supply Chain Member Board” instituted under
the agreement between the Post Office Service Integrator and Post Office.

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Annex 1 to Schedule A2

Relationships

The Parties acknowledge that the job titles of the Relationship members identified in this Annex
1 may change over time (particularly if either Party introduces any new internal management
structure) and that should this occur the appropriate attendees would be the persons holding the
equivalent position to those identified below.

Post Office
Members

Purchasing Director for Post Office (Subject Lead for Executive
Responsibilities)
Head of Change and IS (Subject Lead for SIP-Related Responsibilities)

and Post Office Service Integrator (at Post Office discretion)

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 A1.

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.

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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.

Post Office
Members

Head of Operations Control! (Subject Lead) and/or Post Office Service
Integrator

Fujitsu Services
Members

Customer Service Director (Subject Lead)

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 used to deliver the
Services (whether the Infrastructure or the infrastructure used to
deliver the Post Office Cloud) 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
information

There will be a monthly service review meeting for which Fujitsu Services
shall prepare reports in the formats agreed from time to time.

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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 I Director, Commercial (Subject Lead)
Members
Responsibilities e Management and administration of the Agreement.
e Agreeing amendments to the Agreement subject to the Change
Control Procedure.
° Overseeing the ordering, invoicing and payment process in Schedule
D2.
e Overseeing the carrying out of Work Orders.
e Reviewing changes to the CCD entitled "Standard Terms and
Conditions for Work Orders" (BP/STD/003).
« Agreeing Change Work Orders 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.
e First level escalation for Disputes about the interpretation of this
Agreement, about invoice amounts or terms, and about other matters
referred to the Commercial Relationship.
e Monitoring, reviewing and reporting of events and progress and issue
resolution in respect of Market Testing under Schedule D6.
Frequency Monthly

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Programme/Release Relationship

Each of the following boards shall be established for each relevant programme or Release
(including Project HNG-X save in relation to the HNG-X Acceptance Board and the HNG-X
Acceptance Dispute Board which shall be constituted as described in Schedule B6.3.)

Post Office Business Partner relevant to the subject matter of the programme or
Members Release (Subject Lead),

Programme and/or Release manager,

Design Authority (if appointed), and

Business change manager (if appointed), and/or
Post Office Service Integrator; and

Commercial manager (as required)

Fujitsu Services I Fujitsu Services’ SI Director (Subject Lead)

Members Programme and/or Release manager
Others, as appropriate for the programme or Release.
Responsibilities e 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.
e Directing the holding of meetings of the ‘Joint Release Authorisation
Board’.
e Project management and governance in accordance with this
Agreement or, to the extent not in conflict or inconsistent with this
Agreement, PRINCE 2 standard practice. For example:
. review and resolution of operational issues arising in design,
development and testing; and
* review progress and performance against plan.
Notwithstanding the Parties’ use of PRINCE 2, or any other design or project
management methodology, the provisions of this Agreement shall not be
varied by such use unless the Parties agree otherwise in accordance with
the Change Control Procedure.
Frequency As determined by the Subject Leads.

Other general I * There will be one ‘Programme/Release Board’ for each major
information programme/ Release.

e The Subject Leads will discuss current and future demand for such
boards.

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Post Office Mandatory attendees.

Members

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 I Mandatory attendees:

Members

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 bd

To agree the Acceptance status of the relevant Release (including
distribution of HNG-A Application updates by Fujitsu Services to
the EUC Tower Contractor for onward release management) and
provide a recommendation to the ‘Joint Release Authorisation
Board’.

Frequency As required to monitor progress towards each Acceptance Gateway.

Acceptance Dispute Board

Post Office Mandatory attendees:

Members

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

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Post Office Commercial Manager

Optional attendees:

Testing Manager in each case for the relevant Acceptance activity.

Fujitsu Services
Members

Mandatory attendees:

SI Director

Commercial Director

HNG-X Programme Director
HNG-X Acceptance Manager
HNG-X Solution Architect

Optional attendees:
Testing Manager

in each case for the relevant Acceptance activity.

Responsibilities

e Consider and resolve Acceptance disputes arising under Schedule B6.3.

e Consider and resolve Acceptance disputes arising under Schedule B1.1.

Frequency

As and when required to resolve issues arising during the Acceptance
activity.

Post Office
Members

Head of Operations Control (or nominated representative) (Subject Lead)
Delivery Integration and Assurance manager, and/or

Post Office Service Integrator

Fujitsu Services
Members

Fujitsu Services’ SI Director (Subject Lead)

Customer Service Director and the appropriate Customer Service
Introduction Manager.

Responsibilities

Agree the criteria and processes by which Releases, of HNG-X Central
Infrastructure updates or HNG-X Application updates, will be authorised for
release into field trial or live operation and carry out readiness reviews of
stakeholders accordingly. (N.B. Joint Release Approval Boards, or similar,
held between Post Office and EUC Tower Contractor members to authorise
the release of HNG-A Application updates may be held jointly or separately
from those for HNG-X Central Infrastructure updates or HNG-X Application
updates, but distinct authorisations for Release must be given to the different
parties)

Frequency

As and when directed by the 'Programme/Release Board’.

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Post Office
Members

Head of Change and IS (Subject Lead)

+ other representatives as agreed from time to time, and/or

Post Office Service Integrator

Optional attendee:

Head of Contract Management

Fujitsu Services
Members

Development Director (Subject Lead)

Commercial Director

+ other representatives as agreed from time to time

Responsibilities

Communication of service development plans — Post Office and Fujitsu
Services

Agree high level planning assumptions for future developments of
services

Joint planning to manage the allocation of pre-paid or pre-committed
resources and any progressive commitment to incremental resource
above that level including:

e Agreement of the Inner Core Team and Outer Core Team,
or the Core Team (as applicable), (including any
subsequent replacements required)

e Agreement of the Standing Team, (including any
subsequent replacements required)

In accordance with Annex 3 to Schedule A2 initiate, monitor and ensure
progress on development of service definitions and terms and conditions
for additions to the contracted services

Recommend additions to contracted services, including introduction of
the Inner Core Team and Outer Core Team, or the Core Team (as
applicable) and Standing Team, (that will then be formally introduced by
CCN)

Oversight of agreeing Work Packages

Frequency

Monthly

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Annex 2 to Schedule A2
Dispute Resolution Procedures
41. INTRODUCTION

21

2.2

3.1

The Parties shall use the Dispute Resolution Procedure to resolve any Dispute.

There may, subject to the other provisions of this Annex 2 to Schedule A2, be up to five
stages (each a "Stage") to the DRP as follows:

1.2.1 the Subject Lead Review to be carried out in accordance with paragraph 2;
1.2.2 the Executive Review to be carried out in accordance with paragraph 3;

1.2.3. the Board Review (including facilitation by an expert) to be carried out in
accordance with paragraph 4;

1.2.4 provided that the Parties agree to such procedure, mediation (to be carried out in
accordance with paragraph 6) or expert determination (to be carried out in
accordance with paragraph 7); and

1.2.5 where any mediation does not resolve the Dispute or the Parties do not agree to
the use of mediation or expert determination, or as otherwise provided for in this
Agreement, resolution through the courts of England.

The Parties may relax the timescales referred to in the DRP by mutual agreement (such
agreement not to be unreasonably withheld or delayed).

SUBJECT LEAD REVIEW

Subject to paragraph 2.2, as soon as either Party becomes aware of a disputed matter it
shall refer the Dispute to the Subject Leads best qualified to deal with the Dispute (taking
into account the nature of the Dispute and the responsibilities of each Subject Lead) for
resolution within five Working Days of the date of referral (the “Subject Lead Review’). If
the Dispute relates to the interpretation of this Agreement or to the amount or terms of
invoices, then the Dispute shall be referred to the Commercial Relationship for resolution.

As soon as either Party becomes aware of a disputed matter in relation to the SIP it
shall refer the Dispute to Executive Review described in paragraph 3.

EXECUTIVE REVIEW

In the event that the Subject Leads of the Relationship to which the Dispute is referred
under paragraph 2 fail to resolve that Dispute, the Dispute shall be referred to the
Systems Integration Partnership and Executive Relationship for resolution in accordance
with this paragraph 3 (the "Executive Review"). Each Party shall, no later than five
Working Days after such failure (or as soon as reasonably practicable if the Dispute is in
relation to the SIP), provide the other with a Statement of Dispute. If the Parties agree to

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3.2

3.3

3.4

do so, such statements may be provided sequentially by one Party responding to the
Statement of Dispute of the other.

The Subject Leads of the Systems Integration Partnership and Executive Relationship or
other individuals nominated by each Party suitably empowered to deal with executive
matters (the “Nominated Executives”) will be responsible for collating all relevant
information relating to the Dispute and for progressing the Dispute through the DRP until
it is resolved or determined.

The Executive Review shall take place within ten Working Days of the referral with the
object of resolving the Dispute by way of good faith negotiation.

The Parties may agree, before the Executive Review referred to in paragraph 3.3 takes
place, or if that review fails to resolve the Dispute referred to it, to appoint an expert
facilitator (the “Facilitator”) to assist with resolution of the Dispute on the following basis:

3.4.1. The Facilitator will be appointed as soon as reasonably practicable;
3.4.2 The Facilitator shall be an individual who:

3.4.2.1 holds qualifications in respect of the subject matter underlying the
Dispute; and

3.4.2.2 is approved by both Parties (such approval not to be
unreasonably withheld or delayed).

3.4.3 In the event that the Parties fail to agree upon an individual as the Facilitator, the
Facilitator shall be appointed at the request of Post Office or Fujitsu Services
(whichever is the earlier) by the President for the time being of the Institution of
Engineering and Technology so long as such appointee shall meet the criterion
in paragraph 3.4.2.1.

3.4.4 The Facilitator shall act as a facilitator and not as an expert or arbitrator and his
fees shall be borne by the Parties in equal shares.

3.4.5 Within five Working Days of appointment of the Facilitator the Parties shall submit
to the Facilitator:

3.4.5.1 each Party's Statement of Dispute (as amended to reflect matters
discussed so far), such statement also to be disclosed to the
other Party; and

3.4.5.2 a joint agreed statement describing the scope of the initial
guidance required from the Facilitator.

3.4.6 The Dispute shall be referred to the Facilitator to obtain such initial guidance and
the Parties shall request that the Facilitator gives such guidance within 15
Working Days of receipt of the Statement of Dispute from both Parties. The

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4.1

42

4.3

4.4

5.1

Facilitator shall not be required to determine the Dispute unless the Parties agree
that he shall be appointed as an Expert in accordance with paragraph 7.

3.4.7. Once the Facilitator has given to the Parties his initial guidance on the Dispute,
the Nominated Executives shall meet within five Working Days of the initial
guidance being given and attempt to resolve the Dispute with the advice and
guidance of the Facilitator within ten Working Days of the meeting.

BOARD REVIEW

If the Dispute is not resolved by the Executive Review, the Parties may, if both Parties
agree, refer the Dispute for review by (i) either or both of the Operations Director of the
Post Office and/or the Procurement Director of the Royal Mail Group plc and (ii) the
Commercial Division Director, Fujitsu Services (the “Board Review”).

The Board Review shall take place within five Working Days of the referral with the object
of resolving the Dispute by way of good faith negotiation.

If the Dispute is not resolved within ten Working Days of the Board Review, the Parties
may, if both Parties agree, refer the Dispute to a Mediator (for resolution in accordance
with paragraph 6) or to an Expert (for determination in accordance with paragraph 7).

If the Parties do not reach agreement whether (a) to refer the Dispute for resolution by
Board Review, within 15 Working Days of completing the Executive Review, or (b) to refer
the Dispute to a Mediator or an Expert pursuant to paragraph 4.3, either Party may seek
resolution of the Dispute through the courts of England. Notwithstanding the requirement
in paragraph 4.2, if the Board Review has not taken place within 20 Working Days of
referral, either Party may seek resolution of the Dispute through the courts of England.

STATEMENT OF DISPUTE

A “Statement of Dispute” means a signed and dated statement of a Subject Lead
containing the following information:

5.1.1. the name, job title, postal address and contact telephone number of the Subject
Lead making the statement on behalf of one Party and that of the Subject Lead
of the other Party to whom the statement is given (each such Subject Lead
being a “Dispute Owner’);

5.1.2 an adequate description of the Dispute, from the perspective of the Party on
whose behalf the statement is made;

5.1.3. any dates by which an output or decision is required for operational reasons; and

5.1.4 any recommendation for the resolution of the Dispute which the Dispute Owner
considers appropriate.

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5.2

6.1

6.2

6.3

7.1

7.2

7.3

7.4

Within five Working Days of the completion of each Stage of the DRP the Dispute Owners
of each Party shall, if the Dispute has not been resolved, prepare a joint statement
including:

5.2.1 _ the findings of the Stage in question; and

5.2.2 the output or decision required from the next Stage of the DRP,
to be used by or in connection with the next stage of the DRP.
MEDIATION

At any time after the Executive Review, the Parties may agree that the Dispute shall be
referred to mediation. In the event that the Parties agree to mediation, the Parties will be
responsible for appointing the mediator (the "Mediator"), but in the event that they are
unable to agree on a Mediator either or both of the Parties shall request the Centre for
Dispute Resolution ("CEDR") to appoint a Mediator.

The Parties shall, with the assistance of the Mediator, seek to agree the mediation
procedure. In default of such agreement, the Mediator shall act in accordance with CEDR
rules. The Parties shall, within five Working Days of the date on which the terms of the
mediation are settled, meet the Mediator in order to agree a programme for the exchange
of any relevant information and the structure to be adopted for the mediation.

Subject to agreement between the Parties, the mediation shall take place within 30
Working Days of the appointment of the Mediator.

EXPERT DETERMINATION

At any time after the Board Review, the Parties may agree that the Dispute shall be
referred to an expert ("Expert"), appointed by the Parties, for final determination of the
Dispute.

The Expert shall be appointed as soon as reasonably practicable and shall be an
individual who:

7.2.1 holds qualifications in respect of the subject matter underlying the Dispute in
question; and

7.2.2 is approved by both Parties (such approval not to be unreasonably withheld or
delayed).

In the event that the Parties fail to agree upon the Expert to be appointed, the Expert shall
be appointed, at the request of Post Office or Fujitsu Services, by the President for the
time being of the Institution of Engineering and Technology so long as such appointee
shall meet the criterion specified in paragraph 7.2.1.

The Expert appointed under paragraph 7.2 shall act on the following basis:

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7.4.1 the Expert shall act as an expert and not as an arbitrator;

7.4.2 _ the Expert shall decide the procedure to be followed in the determination of the
Dispute and shall be requested to make his determination in writing within 20
Working Days after his appointment or as soon as practicable thereafter;

7.4.3 the Expert's determination shall (in the absence of manifest error) be final and
binding on the Parties;

7.4.4 any amount payable by Fujitsu Services to Post Office as a result of the Expert's
determination shall be paid within ten Working Days of the Expert's determination
being notified to the Parties;

7.4.5 any amount payable by Post Office to Fujitsu Services as a result of the Expert's
determination shall be included in the next invoice for the Charges and paid by
Post Office in accordance with Schedule D2; and

7.4.6 the costs of the determination, including the fees and expenses of the Expert,

shall be borne by the Parties in such proportions as may be determined by the
Expert.

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c)

a

)

a)

Annex 3 to Schedule A2

Planning of Pre-Committed Resource

INNER CORE TEAM TO 31ST MARCH 2015

The Parties shall agree an Inner Core Team of resources for the period up to 31st March
2015 under the auspices of the Demand Planning Board. The Inner Core Team for such
period shall consist of those Fujitsu Services personnel who have specialist knowledge
and experience of the infrastructure and/or processes used to support Post Office's needs
under the Agreement and whose loss would cause a significant increase in cost or time
for the implementation of future change whilst new staff were trained in or re-discovered
that key knowledge.

The Inner Core Team for the period up to 31st March 2015 is initially set at 9 full time
posts covered by 12 people. Post Office shall have the final say on posts, skill sets and
who is included within the Inner Core Team from the list of candidates recommended by
Fujitsu Services but shall not unreasonably refuse candidates and shall provide reasons
where it reasonably refuses. The Demand Planning Board shall record in its minutes
which areas of the business Fujitsu Services feel is not sufficiently covered to enable
mitigation actions to be taken if necessary.

Limited changes: The Inner Core Team shall be fixed (in terms of variety of skill sets and
numbers of posts and persons) from the date of signature of CCN1271c and such
elements may not be varied prior to 31st March 2015 other than under the process set
out in paragraph 3 below in relation to skill sets only.

The additional provisions regarding the Inner Core Team set out in paragraphs 11 and 12
below shall apply with effect from 1st April 2015 except that paragraph 11 will not apply
in the event that the Inner Core Team is terminated by Post Office pursuant to paragraph
12 below.

OUTER CORE TEAM TO 31st MARCH 2015

The Parties shall agree an Outer Core Team of resources for the period up to 31st
March 2015 under the auspices of the Demand Planning Board. The Outer Core Team
shall consist of those Fujitsu Services personnel who have specialist knowledge and
experience of the infrastructure and/or processes used to support Post Office's needs
under the Agreement and whose loss would cause a significant increase in cost or time
for the implementation of future change whilst new staff were trained in or re-discovered
that key knowledge.

The Outer Core Team for the period up to 31st March 2015 is initially set at 15 full time
posts covered by 18 people. Post Office shall have the final say on posts, skill sets and
who is included within the Outer Core Team from the list of candidates recommended by
Fujitsu Services but shall not unreasonably refuse candidates and shall provide reasons
where it reasonably refuses. The Demand Planning Board shall record in its minutes

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which areas of the business Fujitsu Services feel are not sufficiently covered to enable
mitigation actions to be taken if necessary.

c) Right to cancel Outer Core Team: Post Office shall have the right to cancel the Outer
Core Team effective from the second anniversary of signature of 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.

d) Limited Changes: The Outer Core Team shall be fixed (in terms of variety of skill sets
and numbers of posts and persons) from the date of signature of CCN 1271c and such
elements may only be varied:

i) in relation to numbers of persons and posts only, on Post Office giving 9
months' notice after that date. Post Office shall not reduce the numbers of
persons and/or posts of the Outer Core Team as initially set by more than 20%
during the initial 2 years from signature of CCN1271c. During years 3-5 from
signature of CCN1271c, assuming Post Office has not invoked the break option
at point 2(b) above, Post Office may reduce the numbers of persons and/or
posts of the Outer Core Team by up to 20% in total of the size existing at the
second anniversary of signature of CCN1271c during the remainder of the Term
of the Agreement. Should Post Office not have utilised the full 20% reduction
during the initial 2 years, then the remaining balance is not carried over to the
3rd-5th years.

ii) In relation to skill sets only, under the process set out in point 3) below.
3. VARIATIONS TO SKILL SETS OF THE INNER AND OUTER CORE TEAMS:

a) Where forecast utilisation of a specified skill set within either the Inner Core Team or Outer
Core Team is less than 50% for three or more succeeding months, Post Office may request
at the Demand Planning Forum for that skill set to be exchanged for another skill set where
consistent demand is shown. Post Office may, after the first anniversary of signature of
CCN1271c, change 1 person in the Inner Core Team and 2 people within the Outer Core
team under this provision each year.

b) Where the replacement persons are from the Inner Core Team, the Outer Core Team or the
Standing Team, it is expected that Post Office will normally backfill that post, leaving the total
within each team unchanged. Post Office's rights in respect of team size reductions under the
other provisions of CCN1271c would be unaffected.

c) Post Office's entitlement to discounts will be unaffected by exchanges of personnel under this
paragraph.

d) Only in the event that the Post Office has requested the substitution, any re-skilling
requirements for the replacement resource will be chargeable to the Post Office provided that
Fujitsu Services shall take all reasonable endeavours to minimise the need for such re-
skilling.

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a)

b)

Fujitsu Services undertakes to use all reasonable endeavours to ensure that the Inner
Core Team and Outer Core Team personnel are not removed or replaced for the duration
of the Agreement However, in the event that any of the Inner Core Team or Outer Core
Team personnel become unavailable for any reason (including without limitation death,
injury, sickness, career advancement or resignation), Fujitsu Services shall have the right
upon giving 30 days’ notice in writing to Post Office to replace such an individual with
another individual whose abilities and qualifications are appropriate for the services to be
performed by such individual. Fujitsu Services shall submit to Post Office the CV of any
such replacement and shall take any representation from Post Office in response under
due consideration. Post Office shall not be charged for any training required to bring such
staff up to the required standard of knowledge.

CONFIDENTIALITY

Post Office may reproduce, copy and disclose Personnel Information relating to the Inner and
Outer Core Teams:

i) to Post Office's Subject Leads for (i) the Systems Integration Partnership and
Executive Relationship, (ii) the Commercial Relationship and (iii) current members of
the Demand Planning Board;

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

iii) as required by law,
iv) provided that Post Office shall procure that the persons referred to in paragraphs (i)

and (ii) above shall not themselves disclose Personnel Information (except amongst
themselves) without the express written consent of Fujitsu Services.

Post Office may discuss Personnel Information with and disclose Personnel Information to

Fujitsu Services Listed Personnel.

STANDING TEAM TO 31st MARCH 2015

The Parties shall agree a Standing Team of resources for the period up to 31st March 2015

under the auspices of the Demand Planning Board. The Standing Team during such period
shall consist of an agreed number of personnel per grade sufficient to meet the Fujitsu
Services forecasted minimum level of resources required, over and above the Inner Core
Team and the Outer Core Team, to match the minimum Fujitsu Services forecasted
workload anticipated within the next rolling 9 month period. This is initially set at 20.9 full
time posts covered by 23 people. Post Office may terminate individual resource from this
team on 3 months’ notice after completion of the first 9 months. Post Office shall have the

final say on what quantity of personnel for each grade is included within the Standing Team
from the recommended list provided by Fujitsu Services. For replacements, Fujitsu Services
shall recommend its suggested candidate plus at least 1 other qualified candidate and Post

Office may request further candidates where, for good reason, neither of the submitted
candidates is acceptable. Fujitsu Services remains the final arbiter on who fills each post,
as long as they meet the required qualifications and experience.”

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7.

8.1

8.2

8.3

8.4

8.5

REPORTING

i) Fujitsu Services shall present to each Demand Planning Board the following reports.
The Demand Planning Board may request other reports as necessary to facilitate
resource management.

(1) Resource requirements for committed and projected business

(2) Allocation of Inner Core Team, Outer Core Team and Standing Team personnel
against the resource requirements at 7(i)(1) above.

(3) Requirements for additional specialist or volume-driven resources

(4) Shortfall in utilisation of any Inner Core Team, Outer Core Team or Standing Team
members. Fujitsu Services shall make available the CV of any personnel having
spare capacity to Post Office to facilitate their re-allocation.

(5) Actuals against Fujitsu Services forecasts in relation to resource requirements,
allocation ad utilisation.

(6) Such information as is required to allow Post Office to allocate costs to individual
changes for re-charge to internal customers.

ESTIMATING

In the event that forecast estimates prove inaccurate in practice, Fujitsu Services shall
identify:

a) any persistent causes of such inaccuracy
b) in extreme cases of inaccuracy, the cause(s) of such inaccuracy

In the case of any persistent causes identified under 8.1(a) above, the Party owning the
area from which the cause originates shall, with the reasonable co-operation of the other
Party where required (which shall be supplied free of charge), generate an action plan for
addressing the cause which shall be presented to the Demand Planning Board for
ratification.

In the case of any extreme cause of inaccuracy identified under 8.1(b) above, the Party
owning the area from which the cause originates shall, with the reasonable co-operation
of the other Party where required (which shall be supplied free of charge), shall generate
an action plan for reducing or eliminating the chance of that cause re-occurring which
shall be presented to the Demand Planning Board for ratification.

The Party owning the area from which the cause originates shall fund any action required
under the action plan.

The Demand Planning Board shall agree any further measures it deems necessary to
rectify continuing inaccuracy in estimates.

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9.

10.

SPARE CAPACITY

i) Inthe event that a member of the Inner Core Team, Outer Core Team or the Standing
Team is unallocated to a particular task for any period, Fujitsu Services shall notify
Post Office as soon as possible, in any event at the next succeeding Demand
Planning Board. Fujitsu Services shall use all reasonable endeavours to locate work
either on or off the programme to utilise this spare capacity and report its findings to
Post Office. Where staff are used other than to support Post Office programmes or
services, charges shall be reduced accordingly and Post Office shall not pay anything
for any time any persons are working on non-Post Office matters or are unavailable
for reasons of sickness, corporate training, leave etc. Where staff are available but
are unable to be utilised or re-deployed, charges shall fall to Post Office.

ii) In the event that Fujitsu Services is unable to locate sufficient work to fill such spare
capacity, Post Office shall have the option to identify work for the individual, either on
contract work, within the SIP or on work currently outside the Agreement. In the latter
case, such work would be brought within the contract scope to ensure that a
contractual framework was provided for the services performed

OFFSHORING

In the event that the Parties agree that it is possible to Offshore either a Standing or an Inner
Core Team or Outer Core Team role, Fujitsu Services shall:

i) provide to Post Office a revised potential cost for that role to include the re-training
etc required. Fujitsu Services shall also provide all reasonable information in relation
to any potential risks from the Offshoring to allow Post Office to make an informed
decision on whether Offshoring is advisable in the particular case. Where the costs
of such investigation exceeds 2 man-days, such investigation shall be chargeable to
Post Office at the appropriate rate provided that the nature of this investigation
(including as to its scope and duration) have been agreed in writing by the Post Office
prior to the commencement of such investigation ; or

ii) consider the proposal under the Gain Share principles.

The choice between (i) or (ii) above shall be entirely at Post Office's discretion.

11.

14.4

INNER CORE TEAM FROM ‘st APRIL 2015

During the period from 1s! April 2015, unless terminated in accordance with paragraph 12
below or increased or decreased in accordance with paragraph 11.3 below, the Inner
Core Team shall be set at 16 full time posts covered by 25 people. Post Office shall have
the final say on posts, skill sets and who is included within the Inner Core Team from the
list of candidates recommended by Fujitsu Services but shall not unreasonably refuse
candidates and shall provide reasons where it reasonably refuses. In selection of the
Inner Core Team Post Office shall take into account that during the period when
Transitional Support Services are provided and Post Office is in transition to the Towers
Model a different mix of skills may be required to retain the knowledge required to deliver
the Services while protecting the reputations of Post Office and Fujitsu Services. The

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11.2

11.3

11.4

12.

12.4

13.

13.1

13.2

13.3

13.4

14.1

14.2

Demand Planning Board shall record in its minutes which areas of the business Fujitsu
Services feel is not sufficiently covered to enable mitigation actions to be taken if
necessary.

The Charges for the Inner Core Team shall be calculated on a discounted basis in
accordance with Schedule D1. This discount shall be applied monthly as a credit to the
operating charge.

Post Office may increase or decrease the size of the Inner Core Team before or after 1%
April 2015 by giving three (3) months’ notice to Fujitsu Services.

Removal of members of the Inner Core Team in accordance with paragraph 11.3 above
will impact the discounting as per paragraph 10.4B of Schedule D1.

TERMINATION OF THE INNER CORE TEAM

Post Office may terminate the requirement for the Inner Core Team with effect from 1%t
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 1s! April 2015, the Outer Core Team shall be initially set as a
commitment to spend £150,000 per month on Development Resources.

The full time posts supplied in the Outer Core team can be changed but require a three
month notice period and Post Office must confirm its requirement for resources 3 months
in advance.

The discount structure for the Outer Core team is included in 10.4B of Schedule D1. This
discount shall be applied monthly as a credit to the operating charge.

There will be no Standing Team during the period from 1% April 2015.

CORE TEAM MODEL FROM 1* APRIL 2016

The approaches set out in paragraphs 11 and 13 shall expire at the end of318' March
2016.

From 1% April 2016 to 318 March 2023 for the remainder of the term, Post Office commits
to funding the “Core Team” which shall comprise 16 on-shore full time equivalent posts
covered by up to 25 people. Post Office shall have the final say on posts, skill sets and
who is included within this team, from time to time, provided such persons and posts are
chosen from the list of candidates recommended by Fujitsu Services. Post Office shall
not unreasonably refuse candidates and shall provide reasons where it reasonably
refuses. In the event Post Office wishes to vary the posts, skill sets and who is included

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15.1

15.2

15.3

15.4

in the Core Team it shall do so by giving three (3) months’ notice to Fujitsu Services,
unless, in respect of who is included in the Core Team, a member of the Core Team is
guilty of misconduct, is underperforming or otherwise exhibits unacceptable behaviour, in
which case, Post Office may require the immediate removal by Fujitsu Services of that
member from the Core Team. Where a member is removed from the Core Team as
described above, Fujitsu Services shall promptly replace them with a person satisfactory
to Post Office (acting reasonably).

CRITICAL SMEs FROM ‘st APRIL 2023

From 1st April 2023, Fujitsu Services shall retain a list of Critical SMEs as identified and
agreed between the Parties for the duration of the Term. These Critical SMEs shall be
utilised in the delivery of Development and/or Operational Services (including for the
purposes of any knowledge transfer to Post Office or a Next Supplier) as allocated from
time to time in accordance with the Parties’ demand planning arrangements and Change
Control procedure.

Fujitsu Services will not remove any Critical SMEs from delivery of the Services, except
for the following reasons: (a) the individual resigns, (b) the individual retires, (c) the
individual goes on long-term sick leave, (d) the individual is dismissed for conduct or
some other substantial reason, or (e) the individual refuses to continue performing their
duties in respect of the Services.

Fujitsu Services will seek Post Office's input and will use reasonable endeavours to
reach agreement on an appropriate replacement for any Critical SMEs.

In the event that any Operational Service activity to which a Critical SME is aligned to is
terminated, Fujitsu Services shall have no obligation to retain that Critical SME or provide
a replacement for that Critical SME. In the event that one or more of the Operational
Service activities to which the Critical SME is aligned are terminated but other such
activities continue, Fujitsu Services shall inform Post Office before removing or replacing
such Critical SME; however, the removal of such Critical SMEs shall remain at Fujitsu
Services sole discretion.

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SCHEDULE A3

CHANGE CONTROL

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 24/01/07 Baseline copy of 1.5

3.0 09/07/07 Baseline copy of 2.1a

3.1 03/01/08 Applying CCN's1220a,1227c

4.0 15/04/08 Baseline copy of 3.1

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 23/07/09 Applying changes as per CCN 1264

7.0 10/05/10 Moving all schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN1511 and moving all
Schedules to V11.0 in accordance with CCN1604

12.0 03/07/17 Applying changes as per CCN1608a and moving all
Schedules to V12.0

13.0 Updating as per CCN1628c, CCN1635c, CCN1645
and moving all Schedules to v13.0

14.0 20/12/2021 Updating as per CCN1649 and moving all Schedules
toV14.0

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2.1

22

2.3

24

25

SCHEDULE A3
CHANGE CONTROL
INTRODUCTION
Amendments and changes to:

1.1.1. the Clauses, Schedules and Annexes to this Agreement and to the Contract
Controlled Documents and Contract Referenced Documents listed in its
Schedules shall only be made; and

1.1.2 documents forming part of or related to Work Orders, where the amendment or
change satisfies the criteria specified in paragraph 5.3 of Schedule A2, may be
made,

in accordance with the Change Control Procedure.

Within the context of the following sections of this Schedule the term "change" includes
both amendments and changes.

Notwithstanding the above, the parties agree that certain changes that relate to the KS
cloud platform will only need to follow the Change Control Procedure where the
circumstances set out within paragraph 2.3 of Schedule I4 are met.

PRINCIPLES

Where Post Office or Fujitsu Services identifies the need for a change, then Post Office
may at any time request a change or Fujitsu Services may at any time recommend a
change. Such a request or recommendation shall only be made and shall only be valid if
authorised (in each case) in accordance with the procedures set out in paragraph 3 of
this Schedule.

Neither Post Office nor Fujitsu Services shall unreasonably withhold or delay their
agreement to any change or proposal in relation thereto.

Until such time as a change has been fully authorised in accordance with the procedures
set out in paragraph 3 of this Schedule, Post Office and Fujitsu Services shall continue
as if the change had not been made.

Any discussions which may take place between Post Office and Fujitsu Services on a
change before its authorisation shall be without prejudice to the rights of either Party.

Any purported change provided by Fujitsu Services that has not been otherwise agreed
in accordance with the provisions of paragraph 2.1 above shall be undertaken entirely at
the expense and liability of Fujitsu Services. If so required by Post Office, Fujitsu Services
shall at its own expense promptly take all steps necessary to reverse and remove the
effects of such purported change.

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3. CHANGE CONTROL PROCEDURE

3.1 Standard Change Procedures

3.1.1

Discussions between Post Office and Fujitsu Services in relation to a change to
be effected through the Change Control Procedure shall result in any one of the
following:

3.1.1.1 no further action;

3.1.1.2 a request to make a change by Post Office's authorised representative (a
"Change Request" or “CR”);

3.1.1.3 a recommendation to make a change by Fujitsu Services;

3.1.1.4 the use of a Change Work Order (“CWO”) form to enact a Work Order
the contents of which are as detailed in Schedule D2, paragraph 4.2.

Post Office shall send Change Requests to Fujitsu Services Commercial Change
Manager and Fujitsu Services shall respond to such Change Request by
submitting a Change Work Order (“CWO”) and/or Change Control Note (“CCN”)
to Post Office Contract Management.

lf Fujitsu Services considers that the preparation of a CWO and/or CCN,
requested by Post Office, would necessitate allocation of resources in excess of
five man-days, Fujitsu Services shall notify Post Office accordingly and, on
agreement by Post Office, Fujitsu Services will make a proposal for a paid study
of the cost and implications of producing the required CWO and/or CCN. Pending
Post Office's acceptance of that proposal or in the event that Post Office does not
agree that such proposal should be submitted, Fujitsu Services will be relieved of
its obligations to produce such CWO and/or CCN.

A recommendation to make a change by Fujitsu Services shall be submitted to
Post Office Contract Management in the form of a CWO and/or CCN.

For each CWO and/or CCN submitted, Post Office shall evaluate the CWO and/or
CCN and, as appropriate, during the period of validity:

3.1.5.1 request further information;

3.1.5.2 authorise the change set out in the CWO and /or CCN in accordance with
paragraph 3.1.8 below;

3.1.5.3 suggest modifications to the CWO and/or CCN (including, without
limitation, corrections of minor errors to avoid unnecessary rejection); or

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3.1.5.4

notify Fujitsu Services of its rejection (together with an explanation of the
rejection) of the CWO and/or CCN.

3.1.6 The period within which Fujitsu Services shall respond to a CR, and the period of
validity of each CWO and/or CCN from the date it is submitted to Post Office shall

3.1.7

be:

3.1.6.1

3.1.6.2

3.1.6.3

one week in the case of CRs and CCNs whose sole effect is to change
or introduce CCDs or CRDs previously reviewed by the Parties (through
such document review processes as the Parties may agree from time to
time);

one week in the case of CRs, CWO's and CCNs (or any changes thereto)
whose purpose is to effect a change to the description of a Work Package
or Work Package Element, in approved form where such Work Package
or Work Package Element is the subject of or incorporated in a Work
Order, but only where such change would fall within paragraph 5.12 of
Schedule D2; and

three weeks or such other period as the Parties may agree for a particular
CWO, CR or CCN.

Fujitsu Services may submit CWOs and CCNs electronically.

A change shall only be authorised if the relevant CWO and/or CCN has been
signed by:

3.1.8.1

3.1.8.2

one of the VP, Digital Transformation & Innovation Delivery Executive-
Post Office Account or their nominated representative in their absence,
on behalf of Fujitsu Services, such representatives to be notified to Post
Office in advance; and

For CCNs, one signature from an Authorised Signatory detailed in
either of the tables in Table A. For CWOs one signature from an
Authorised Signatory from Contract Management detailed in Table B
below and one signature from an Authorised Signatory detailed in either
of the tables in Table A, unless the Table A signatory box is marked as
“N/A” by the Contract Management signatory and or (in all cases) their
nominated representative (such representative to be notified to Fujitsu
Services in advance), on behalf of Post Office.

Authorised Signatory List

Job Title

Current Incumbent

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Group CEO

Nick Read

Group Chief Finance Officer

Alisdair Cameron

Group Chief Commercial Officer

Owen Woodley

Group Corporate Affairs, Communications & Brand
Director

Richard Taylor

Group General Counsel

Ben Foat

Group Company Secretary

Veronica Branton

Deputy Company Secretary

Sarah Koniarski

Retail and Franchise Network Director

Amanda Jones

Group Chief People Officer Lisa Cherry
Group Chief Operating Officer Dan Zinner
Group Legal Director Sarah Gray
Group ClO Jeff Smyth
Service Management and Enterprise IT Director Gary Walker
Digital and Branch Engineering IT Director Ben Cooke

IT Cloud Services Director Rob Wilkins
Horizon & HM IT Director Simon Oldnall

Financial Director

Kathryn Sherratt

clSO

Tony Jowett

Authorised Signatory List — Vendor Management - Table B

Head of IT Contract Management

Dionne Harvey

IT Strategic Contract Manager

Gareth Coles

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3.2 Emergency Change Approval Procedures

3.2.1

3.2.2

3.2.3

Emergency situations resulting in Post Office requesting, or Fujitsu Services
recommending, a change to be agreed urgently, shall be dealt with on a case by
case basis by one of the VP, Digital Transformation & Innovation Delivery
Executive- Post Office Account on behalf of Fujitsu Services and one of the
Authorised Signatory detailed in the table in 3.1.8.2 on behalf of Post Office who.
shall jointly decide in writing whether or not to authorise such change in
accordance with this paragraph 3.2.

Where a change is authorised pursuant to paragraph 3.2.1 above:

3.2.2.1 the CCN relating thereto need not comply with paragraphs 3.1.1 to 3.1.8
above (inclusive);

3.2.2.2 In the case of a CCN, such change shall, before it may be authorised, be
set out in a CCN in the form, and containing the information indicated in
the CCD entitled “Change Control Note” (PGM/CHM/TEM/0002) save
that rather than setting out:

(a) full details of the change (including any specifications and user
facilities) an outline of the change shall be sufficient;

(b) a statement of the impact, if any, of the change on other aspects
of this Agreement or Services, an outline of the impact shall be
sufficient; and

(c) proposed revised wording to this Agreement, direct (as distinct
from consequential) revised wording to this Agreement shall be
sufficient.

3.2.2.3 In the case of a CWO such change shall, before it may be authorised, be
set out in the form, and containing the information indicated in the CCD
entitled “Change Work Order form” (PGM/CHM/TEM/3633).

The short form CCN referred to in paragraph 3.2.2 above shall, once authorised
in accordance with this paragraph 3.2, be sent to the Post Office Contracts
Manager as soon as reasonably practicable.

3.3 Content of Change Control Note

Subject to paragraph 3.2 above, each CCN shall be in the form, and contain the
information indicated in the CCD entitled “Change Control Note” (PGM/CHM/TEM/0002).

3.4 Content of Commercial Terms

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3.5

Each CWO shall be in the form, and contain the information indicated in the CCD entitled
“Change Work Order form” PGM/CHM/TEM/3633,

Record Keeping

3.5.1. Fujitsu Services shall retain a record of all CTs, CWOs and CCNs raised. Such
record shall show if they were approved, progressed and/or formally closed.

3.5.2 Fujitsu Services shall make the CT, CWO and CCN record available on demand
to Post Office.

3.5.3 Fujitsu Services’ CCN record shall include without limitation the following
information:

3.5.3.1 the CCN number;

3.5.3.2 date CCN raised;

3.5.3.3 CCN sponsor (i.e. Post Office or Fujitsu Services); and
3.5.3.4 changes made pursuant to the CCN.

3.5.4 The Fujitsu Services CWO record shall include without limitation the following
information:

3.5.4.1 the CWO number;
3.5.4.2 the date the CWO was raised;
3.5.4.3 the CWO sponsor (i.e. Post Office and/or Fujitsu Services)

3.5.4.4 details of the deliverables to be provided under the CWO and associated
acceptance (identified in Schedule B6.3 Annex C)

3.5.4.5 the gross price for the work detailed in the CWO; and

3.5.4.6 the Purchase Order Number (provided by Post Office as part of approval)
that covers the work detailed in the CWO

EMERGENCY PROCEDURES

If Fujitsu Services considers that any change is necessary in order for it to comply with
its obligations under this Agreement and there is insufficient time to comply with the
procedures described above, Fujitsu Services shall be entitled to proceed with such
change, provided that it shall as soon as practicable provide Post Office with a CCN for
retrospective change. Such change shall be subject to the procedures described in this
Schedule, and if Post Office, acting reasonably, does not agree to such change, such
change shall be invalid and Fujitsu Services shall at its own expense promptly take all
steps necessary to reverse and remove the effects of such change.

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5. ASSOCIATED DOCUMENTS
5.1 The following CCDs are associated with this Schedule A3:
Document Document Title
Reference
41 PGM/CHM/TEM/0002 I Change Control Note
2 PGM/CHM/TEM/3633 I Change Work Order form
3. COMI/CUS/SPE/0001 I Post Office Contract Controlled and Contract
Referenced Document List

5.2 The following CRDs are associated with this Schedule A3:

Document Document Title
Reference

NO CRDs APPLICABLE

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Version History

SCHEDULE A4

LEGISLATION, POLICIES AND STANDARDS

Version No Date Comments

1.0 31/08/06 Agreed version as at date of signature of
CCN 1200

2.0 24/01/07 Baseline copy of 1.3

3.0 16/10/07 Baseline copy of 2.1

4.0 23/02/09 Baseline copy of 3.3

6.0 15/06/09 Moving all schedules to V6.0 as agreed
with Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed
with Fujitsu.

8.0 21/02/12 Applying changes in CCN 1305a,
CCN1285, CCN1309a and CCN1294d

9.0 13/01/14 Applying changes as per CCN1349,
CCN1322b and CCN1345

10.0 10/09/15 CCD Reference update, applying changes
as per CCN1417 and as subsequently
amended in this CCN1506 and moving all
Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN 1423c and
updating all Schedules to Version 11 as per
CCN1604

12.0 O3/07/17 Updating all Schedules to V12.0

13.0 Updating as per CCN1617a and moving all
Schedules to v13.0

14.0 20/12/2021

Updating as per CCN1648b, CCN1672a,
CCN1674a and moving all Schedules to
v14.0

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SCHEDULE A4

LEGISLATION, POLICIES AND STANDARDS

4. INTRODUCTION

14 The policies and standards defined in this Schedule shall apply to all relevant aspects of the Services,
HNG-X Development and Associated Change Development unless amended in accordance with
Schedule A3.

1.2 Fujitsu Services shall not knowingly undertake any activity which would prevent Post Office from, or
hinder it in, complying with these policies and standards, without the prior written consent of Post
Office.

1.3 In this Schedule A4, unless the context otherwise requires, any reference to a paragraph is to the
relevant paragraph of this Schedule.

2. LEGISLATION
24 General

2.1.1 Without limitation to the specific areas identified below, which shall not limit the generality of
this paragraph 2.1.1, all Services, HNG-X Development and Associated Change Development
and all Equipment shall comply to the extent required by law with all relevant legislation,
including all relevant Governmental Regulations and, from the due date of UK implementation,
EU Directives and EU Regulations. Fujitsu Services shall ensure that Services, HNG-X
Development, Associated Change Development and Equipment are maintained in compliance
with any subsequent legislation throughout the term of this Agreement and shall perform any
modifications necessary to ensure such continued compliance subject to Clause 12.1 of this
Agreement. Fujitsu Services shall give advance written notice to Post Office of any such
maintenance and/or modification work required under this paragraph. Post Office shall not
withhold its consent under Clause 12.1 if to do so would cause Fujitsu Services to fail to comply
with any such subsequent legislation. Fujitsu Services shall be entitled to recover from Post
Office the Fujitsu Service Cost (charged on an Open Book basis) of maintenance and/or
modifications required to ensure such continued compliance under this paragraph (which
includes, without limitation, continued compliance with relevant or subsequent legislation or
mandatory standards referred to in paragraphs 3.2 and 3.3).

2.1.2 Fujitsu Services shall, on request by Post Office, establish to Post Office's satisfaction the
compliance of Services, HNG-X Development, Associated Change Development or
Equipment with legislation or specified policies and standards. In the event that Fujitsu
Services and Post Office fail to agree that compliance has been demonstrated satisfactorily,
the matter shall be treated in accordance with Clause 70.

2.1.3 Fujitsu Services shall ensure that, where the installation of Equipment or the provision of
Services, HNG-X Development or Associated Change Development involves the alteration or
extension of existing building services, such work complies with the standards set out in British
Standards and Approved Codes of Practice which are deemed therein to satisfy the relevant
regulations, including without limitation the Electricity at Work Regulations 1989 and Electricity

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at Work Regulations (NI) 1991 (S.R. 1991 No. 13) and BS 7671:1992, Requirements for
Electrical Installation.

2.1.4 Until 31st March 2015, Fujitsu Services shall give due attention to the effects on the
environment of the Equipment installed in Branches during manufacture, installation and use.

This includes:

(a) use of CFCs;

(b) energy consumption;

(c) recyclability of components;

(d) recyclability of Consumables;

(e) waste minimisation;

(f) use of sustainable resources;

(g) disposal of displaced equipment and waste; and
(h) making appropriate use of recycled materials.

2.1.5 Fujitsu Services shall, and shall procure that its Sub-contractors, when engaged in connection
with this Agreement, shall, adhere to environmental legislation applicable to its and their
respective activities, such as the Environmental Protection Act 1990 and insofar as it relates
to Northern Ireland any corresponding Northern Ireland legislation, and to the publication
“Waste Management: The Duty of Care - A Code of Practice”.

2.1.6 Notwithstanding anything to the contrary in paragraph 2.1.1, if Post Office requires that PIN
Pads comply with any new requirements with which they were not already required to comply
under this Agreement as at the date of signature of CCN 1200 in order to comply with the
provisions of “The Payment Card Industry PIN Entry Device Security Requirement (PCI PED)”
(or any similar, amended or replacement requirements from time to time issued by the payment
card industry), then the modifications to the PIN Pads and the work required by Fujitsu
Services to introduce and install them in Branches shall be agreed under the Work Ordering
Procedure and/or the Change Control Procedure, as appropriate.

2.2 Health and Safety

2.2.1 Fujitsu Services shall ensure until the expiry of the Engineering Service on 31% March 2015
that any Equipment installed at the Post Office Premises does not prevent Post Office and its
Agents from meeting their legal health and safety responsibilities as employers, including
without limitation those defined in:

(a) the Provision and Use of Work Equipment Regulations 1998 and the Provision
and Use of Work Equipment Regulations (NI) 1999; and

(b) the Workplace (Health, Safety and Welfare) Regulations 1992 and Workplace
(Health, Safety, and Welfare) Regulations (NI) 1993 (S.R. 1993 No. 37).
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23

24

25

2.6

27

28

29

For the avoidance of doubt, responsibility in relation to any scheduled one-off PAT visits
resides with Post Office from September 15!" 2014.

2.2.2 The Equipment shall not interfere with the health or safety at work of Users, office staff or
others in the vicinity, including but without limitation interference as a result of emission of
acoustic noise, vibrations, heat, fumes or other radiation, or as a result of its construction.

2.2.3. Any new Branch Hardware supplied by Fujitsu Services will be provided with the appropriate
CE Mark documentation where applicable. Such documentation shall be provided prior to
purchase for standard off-the-shelf Branch Hardware otherwise it shall be provided after
purchase of the Branch Hardware.

Removed by CCN1674a

Removed by CCN1674a

Removed by CCN1674a

Removed by CCN1674a

Removed by CCN1674a

Removed by CCN1674a

Freedom of Information Act

2.9.1 Fujitsu Services acknowledges that Post Office is subject to legal duties which may require the
release of information under FOIA and/or EIR and that Post Office may be under an obligation
to provide information on request. Such information may include Confidential Information.

2.9.2 In the event that Post Office receives a valid request for information under FOIA and/or EIR to
disclose Confidential Information (in whatever form), Post Office shall as soon as reasonably
practicable after receiving that request notify Fujitsu Services and the Parties shall consider
whether (i) the FOIA exemption in relation to confidentiality under section 41 FOIA or any other
exemption under FOIA or EIR applies in relation to that request and (ii) there is a duty to
confirm or deny that the Confidential Information in question is held by Post Office.

2.9.3 Post Office shall not, subject to paragraph 2.9.7:

2.9.3.1 if and to the extent the Parties agree that paragraph 2.9.2 (i) applies in respect of any
request, disclose the Confidential Information requested; and

2.9.3.2 if and to the extent the Parties agree that paragraph 2.9.2 (ii) does not apply in respect
of any request, confirm or deny that the Confidential Information in question is held by
Post Office.

2.9.4 In the event the Parties do not agree whether (i) to confirm or deny that the Confidential
Information in question is held by Post Office and/or (ii) the FOIA exemption in relation to
confidentiality under section 41 FOIA or any other exemption under FOIA or EIR applies in

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relation to the valid request as soon as reasonably practicable within the time limit applying,
Post Office, in its reasonable opinion and notwithstanding anything in this Agreement to the
contrary, will determine whether (and to what extent) it (i) confirms or denies that the
Confidential Information in question is held by Post Office and/or (ii) discloses the Confidential
Information in relation to the valid request received.

2.9.5 Post Office shall notify Fujitsu Services of any order, decision, enforcement or practice
recommendation notice issued to it by the Information Commissioner or by any court or tribunal
in relation to the disclosure or non-disclosure of any Confidential Information (“FOIA Order”).

2.9.6 Onrequest from Fujitsu Services, Post Office shall bring to the Information Tribunal or to such
other courts and tribunals (having jurisdiction) as Fujitsu Services may reasonably require,
such actions and appeals against the disclosure of Confidential Information under FOIA as
Fujitsu Services may reasonably require, except where:

2.9.6.1 Post Office reasonably considers that to bring or continue such an action or appeal
would be materially detrimental to its public reputation and this materially outweighs
any damage to Fujitsu Services’ commercial interests which would arise as a result of
such disclosure; or

2.9.6.2 Post Office has received a written opinion from legal counsel experienced in FOIA
related matters (a copy of such opinion to be provided, for information only without
reliance, to Fujitsu Services upon request) that such an action or appeal has no
reasonable prospect of success.

2.9.7 Nothing in this Agreement (including in this paragraph 2.9) shall prevent Post Office from
complying with any valid FOIA Order when required to do so by law provided that:

2.9.7.1 if Post Office is legally permitted to take any action or appeal (as contemplated by
paragraph 2.9.6) in respect of that FOIA Order; and

2.9.7.2 Fujitsu Services reasonably requires Post Office to do so in accordance with paragraph
2.9.6 (and neither paragraph 2.9.6.1 nor 2.9.6.2 applies),

Post Office has taken such action or brought such appeal.

2.9.8 Fujitsu Services shall fully indemnify Post Office against all direct and indirect costs (including,
but not limited to, legal costs) and expenses reasonably incurred by Post Office in complying
with paragraph 2.9.6. Post Office shall use its reasonable endeavours to consult with Fujitsu
Services before incurring any such costs that are in excess of £10,000.

3. EQUIPMENT STANDARDS AND LEGISLATION

3.1 Fujitsu Services shall ensure that all Equipment is rated for continuous operation, and is capable of
functioning safely and reliably for an unlimited period, attended or unattended, in the installed
environment.

3.2 Each installation of such Equipment shall be physically and electrically safe and in compliance with
relevant legislation and recognised best practice. Such installation shall not cause interference with
other devices. Such Equipment may be required to be installed in residential premises.

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3.3 In paragraph 3.2, “relevant legislation and recognised best practice” includes mandatory standards,
including all relevant Governmental Regulations and, from the due date of UK implementation, EU
Directives and EU Regulations. Such Equipment shall be maintained so as to be compliant with any
subsequent legislation or mandatory standards.

3.4 Fujitsu Services shall prove compliance with legislation or mandatory standards as and when
necessary.

3.6 Fujitsu Services shall ensure that all information technology, telecommunications or electrical business
Equipment (including but not limited to PIN Pads but not the power supply thereto) complies with BS
EN 60950, and that Equipment comprising AC power adapters (which for the avoidance of doubt
excludes PIN Pads) complies with BS EN 60065.

3.6 Fujitsu Services shall ensure that workstation aspects of the Equipment, excluding, for the avoidance
of doubt, PIN Pads and any other equipment which is used predominantly by Customers rather than
by Users, shall comply with The Health and Safety (Display Screen Equipment) Regulations 1992,
which implement Council Directive 90/270/EEC on working with display screen Equipment.

3.7 Fujitsu Services shall ensure that any Equipment containing laser emitters (including without limitation
laser printers and laser bar-code scanners) complies with BS EN 60825.

3.8 Fujitsu Services shall ensure that all electrical Equipment complies with:

3.8.1 the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 and
regulations 5 and 7 of the Electrical Equipment (Safety) Regulations 1994; and

3.8.2 the requirements of BS 7671 in relation to the method of connection to the main supply and
associated equipment earth leakage currents, insofar as it applies to the equipment supplied
by Fujitsu Services at the point of connection.

3.9 Fujitsu Services shall ensure that any Equipment connected, or intended for connection, to weighing
devices meets the requirements of Schedule 3 (Applications referred to in Article 1(2)(a) of the NAWI
Directive) of the Non-automatic Weighing Instruments Regulations 2000.

3.10 Fujitsu Services shall ensure that all visual display terminal Equipment (including without limitation
keyboards but excluding PIN Pads) complies with the relevant requirements of ISO 9241.

3.11 Fujitsu Services shall ensure that all Equipment that falls within the scope of either:

3.11.1 the Electromagnetic Compatibility (“EMC”) Regulations 1992, which implement Council
Directive 89/336/EEC (as amended by Directive 91/26/EEC, Directive 92/31/EEC and
Directive 93/86/EEC); or

3.11.2 the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000, which
implement Council Directive 1999/5/EC and which replaced the provisions in the regulations
referred to in paragraph 3.11.1 relating to radio and/or telecommunications terminal
equipment,

complies with those Regulations.

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41

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Fujitsu Services shall ensure that Equipment covered by EN45501 complies with clause A4.5 (voltage
variations) and annex B of that standard.

Fujitsu Services shall ensure that the acoustic noise emission of any item of Equipment does not
materially add to average background noise levels of the environment in which it is installed, and shall
in no event exceed 60dB(A) when measured at a distance of 1 metre and in accordance with ISO

7779.

Fujitsu Services shall ensure that all items of Equipment to which BS EN 60529 applies have an Index
of Protection rating of IP3X as defined in BS EN 60529.

Fujitsu Services shall ensure that Equipment complies with EN 55022 (Emissions) Information
Technology Equipment - Radio Disturbance Characteristics - Limits and Methods of Measurements.

POST OFFICE’S POLICIES AND STANDARDS

Security Policy

4.1.1 Fujitsu Services shall maintain an organised security infrastructure covering:

(a)
(b)
(c)

(d)

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the agreement of a security policy;

allocation of security responsibilities;

security education and training;

reporting security Incidents;

physical security control;

virus control (save in relation to the Payment and Banking Service);
business continuity;

control of Software;

safeguarding Post Office records;

information classification;

compliance with data protection and other legislation;
information exchange control;

Contractor's sub-contractors and suppliers;

compliance with security policy;

the management of fraud and risk during operation of the Services compatible

with Clause 16 of this Agreement;
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(p) file integrity monitoring.
4.1.2 Fujitsu Services shall be compliant with ISO27001 except for the Salesforce Support Service.

4.1.3 Security for the Services, HNG-X Development, Associated Change Development and
Equipment shall be managed and organised by Fujitsu Services in accordance with the CCD
entitled RMGA Information Security Policy" (SVM/SEC/POL/0003) as applicable and, when it
comes into effect in accordance with Schedule B3.1, the CCD entitled "Security Management
Service: Service Description" (SVM/SDM/SD/0017).

4.1.4 Security Standards

Fujitsu Services shall adhere to all parts applicable to the Fujitsu domain, as defined in Section
2 Definitions of the CRD entitled “Community Information Security Policy for Horizon”
(SVM/SEC/POL/0005) and co-operate with Post Office to assist Post Office in complying with
this standard and requirement.

4.1.5 Data Security

The confidentiality, integrity, validity and completeness of data shall be maintained throughout
all storage, processes and transmissions, including during periods of Service Failure and
recovery from Service Failure.

4.1.6 Prosecution Support

(a) Subject to paragraph 4.1.6(b), Fujitsu Services shall ensure that all relevant
information produced by the Infrastructure at the request of Post Office shall be
evidentially admissible (and, where relevant, capable of certification) in accordance
with the requirements of the law in relation to criminal proceedings.

(b) Fujitsu Services' obligation in paragraph 4.1.6(a) shall apply to POL FS Data only
to the extent that:

(i) Fujitsu Services is responsible for the platforms on which the POL FS Data
is held and the performance of the POL FS Services; and

(ii) Performance of the obligation in paragraph 4.1.6(a) is achievable, taking
into account that once POL FS Data has been loaded onto the POL FS
System, the use of that data is controlled by Post Office.

(c) At the direction of Post Office, audit trail and other information necessary to
support live investigations and prosecutions shall be retained for the duration of the
investigation and prosecution irrespective of the normal retention period of that
information, provided that such information has not already been destroyed by Fujitsu
Services where such destruction is permitted by this Agreement.

5. CONTRACTOR’S POLICIES AND STANDARDS
5.1 Quality Management System

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5.1.1 Fujitsu Services shall operate a quality management system which complies with BS EN ISO.
9001 for all its activities within the scope of this Agreement.

5.1.2 The quality management system shall be applied to all aspects of the provision of Services,
HNG-X Development and Associated Change Development hereunder.

5.1.3. The quality management system shall be audited and certified by an ISO9000 accredited
auditor, who is independent of both Fujitsu Services and Post Office:

(a) in any event, at intervals of not longer than twelve months; and
(b) copies of the certificates shall be shared with Post Office.
5.2 Human-Computer Interface

Horizon

5.2.1 Fujitsu Services shall maintain the CCD entitled “HNGX-UI Style Guide (DES/APP/STD/0001)
(formerly “Horizon Office Platform Service Style Guide” (SD/STD/001)), which relates to the
Horizon Service Infrastructure and the Horizon Applications, until the commencement of the
Roll Out Phase. The Horizon Office Platform Service Style Guide shall remain relevant in its
then current form, in relation to Branches utilising the Horizon Applications, until completion of
the Roll Out Phase (at which point all provisions of the Horizon Office Platform Service Style
Guide shall cease to have effect).

5.2.2 The Horizon Office Platform Service Style Guide shall set out in relation to the Horizon Service
Infrastructure general guidelines for the Human-Computer Interface, including without
limitation details of screen layouts, system navigation routes and help and manual entry
facilities.

5.2.3 Fujitsu Services shall ensure that, in respect of the Horizon Service Infrastructure, the Human-
Computer Interface provides a consistent look and feel across all applications delivered by
Fujitsu Services over that infrastructure, and that the Human-Computer Interface is easily
adapted to facilitate the introduction of new applications. This provision shall not apply in
relation to any Transaction types developed and introduced by the Post Office using the AP-
ADC Facility and, unless the Parties agree otherwise, shall not apply in respect of third party
applications selected by Post Office.

5.2.4 Fujitsu Services shall maintain the CCD entitled "HNG-X Style Guide" (ARC/SOL/ARC/0001),
which relates to the HNG-X Service Infrastructure, the Business Capabilities and Support
Facilities. The provisions of that HNG-X Style Guide shall come into effect upon
commencement of the Roll Out Phase in respect of those Branches in which HNG-X has been
implemented.

5.2.5 The HNG-X Style Guide shall set out in relation to the HNG-X Service Infrastructure general
guidelines for the Human-Computer Interface, including without limitation details of screen
layouts, system navigation routes and help and manual entry facilities.

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5.2.6 Fujitsu Services shall ensure that, in respect of the HNG-X Service Infrastructure the Human-
Computer Interface provides a consistent look and feel across all applications delivered by
Fujitsu Services over that infrastructure, and that the Human-Computer Interface is easily
adapted to facilitate the introduction of new applications. This provision shall not apply in
relation to any Transaction types developed and introduced by the Post Office using the AP-
ADC Facility and, unless the Parties agree otherwise, shall not apply in respect of third party
applications selected by Post Office.

Generally

5.2.7 Fujitsu Services shall use reasonable endeavours to specify a Human-Computer Interface
which is intuitive and easy to use by Counter Clerks and other Users to minimise errors and
delays.

5.2.8 Not Used
6. ADDITIONAL POLICIES AND STANDARDS

6.1 Fujitsu Services shall ensure that it manages its encryption environment and solutions in accordance
with PCI SSC Pin Transaction and Point of Interaction accreditation and through the relevant solution
component requirements of the PCI SSC Point to point Encryption standard. The PTS for the PIN Pads.
used within the field expired in April 2020. PCI SSC states that a POI can be used in a P2Pe solution
for five (5) years from expiry of the PTS.

6.2 The key management scheme used between each PIN Pad and the rest of the Infrastructure shall be
the DUKPT scheme as defined by the ANSIX.24-2009 standard.

6.3 The HSM shall be conformant to the standards set out in the versions of FIPS 140-1 level 3 and ISO
9564 1% Edition 1991 section 6.3.1 as specified in the LINK information security standard issued
January 2001 (subject to such dispensations from that standard as LINK may grant from time to time).

6.4 Fujitsu Services may enable a secure method for the remote initialisation of PIN encryption keys to
comply with PCI standards, such enablement shall be subject the Change Control Procedure.

6.5 Sensitive Data captured in respect of each Branch prior to the HNG-X PCI Date in respect of that
Branch shall remain encrypted whilst it is within the Horizon Service Infrastructure whether in transit
or in storage, save where the TIS or Application Interface Specification for connection to an external
service specifies otherwise.

6.6 Cardholder Data captured in respect of each Branch on or after the HNG-X PCI Date in respect of
that Branch shall be handled as described in the CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001).

6.7 Sensitive Authentication Data captured in respect of each Branch on or after the HNG-X PCI Date in
respect of that Branch shall be handled as described in the CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001).

6.8 Sensitive DC Data captured in respect of each Branch prior to the HNG-X PCI Date in respect of that
Branch shall be handled as described in the CCD entitled “Mapping Schedule B3.2 to the HNG-X
Solution” (REQ/GEN/REP/1091) (formerly “Debit Card MoP Functional Description” (EF/SER/001)).

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69 Sensitive DC Data captured in respect of each Branch on or after the HNG-X PCI Date in respect of
that Branch shall cease to be handled as described in the CCD entitled “Mapping Schedule B3.2 to
the HNG-X Solution” (REQ/GEN/REP/1091) (formerly “Debit Card MoP Functional Description”
(EF/SER/001)).

6.10 Except in relation to the Payment and Banking Service, Fujitsu Services shall run weekly Anti Virus.
scans on the PCI defined Windows platforms as detailed in the Cardholder Environment
Specification document and DEV/GEN/SPE/0007. Scheduling of the activities will be performed on a
weekly basis and logs saved for a period of 12 months. For the Payment and Banking Service Fujitsu
Services will run a regular Anti-Virus set of activities that complies with Requirement 5 from PCI-DSS
and reflects Fujitsu Services PCI-DSS compliance

6.11. The PCI Cardholder Environment is detailed in a network diagram as described in the CCD
DES/SEC/ION/2006.

6.12 Fujitsu Services shall deliver Payment and Banking Services in compliance with the following:

Payment Card Industry Data Security Standard (PCI DSS)
Payment Card Industry Point to Point Encryption Solution (P2PE)
Payment Card Industry Pin Transaction Security POI

PTS Hardware Security Module.

7. SYSTEM AND DATA SECURITY

71 Legal and Regulatory Controls

7.1.1 Regulation of Investigatory Powers Act 2000

The security features, capabilities and related procedures provided by Fujitsu Services in respect of
all Services, HNG-X Development, Associated Change Development and Equipment shall be
compliant with the requirements of Part 3 of the Regulation of Investigatory Powers Act 2000 (the
“Act’). In the event that any provision of this Agreement imposes an obligation on Fujitsu Services
which is inconsistent with any requirement imposed by the Act, the requirement of the Act shall prevail
over the provisions of this Agreement and those provisions shall cease to apply to the extent of such
inconsistency.

7.1.2 Other Legal and Regulatory Controls

Fujitsu Services shall comply with all banking laws and regulations, including all relevant instructions,
standards and directions of a regulatory authority, which are in force and applicable to Fujitsu Services
on 26 April 2004. Fujitsu Services shall co-operate with Post Office to agree any necessary changes
to ensure compliance with any subsequent changes to such laws, regulations, instructions, standards
and directions and the Banking Code, such changes (and Fujitsu Services’ reasonable charges in
respect of such changes) to be agreed and introduced under the Change Control Procedure.

7.1.3 CAPO

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The Parties agree and acknowledge that in the event that additional or different legal or regulatory
requirements arise in respect of provision of the NBS and the Banking Business Capability to CAPO.
beyond those which apply for provision of the NBS and the Banking Business Capability to other Banks
then compliance by Fujitsu Services with such additional or different legal and/or regulatory
requirements and the charges for such compliance will be dealt with through the Change Control
Procedure.

7.2 Security for the Existing Services

The security features, facilities and functionality set out in this paragraph 7 shall not reduce, mitigate,
add to or modify any of Fujitsu Services’ security obligations under this Agreement in respect of the
Services as they existed immediately prior to the date of approval of the CCN which introduced the
NBS.

7.3 Security Organisation and Management

7.3.1 Fujitsu Services shall not unreasonably withhold assistance requested by Post Office (or by
Post Office on behalf of a member of the Royal Mail Group) in connection with the investigation
and resolution of any actual or potential security breach or threat.

7.3.2 Where a potential security breach or threat arises which is not addressed by this Agreement
(including the CCD entitled "Security Management Service: Service Description"
(SVM/SDM/SD/0017)), Fujitsu Services’ charges in respect of co-operation and assistance in
respect of such breach or threat (which shall be paid by Post Office to Fujitsu Services) shall
be calculated on a time and materials basis using the applicable rates specified in paragraph
10.4 of Schedule D1.

8. ETHICAL AND ENVIRONMENTAL COMPLIANCE

8.1 Fujitsu Services acknowledges on behalf of itself and other members of the Fujitsu Services Group
that the Fujitsu Services Group is supportive of the principles contained in the UN Global Compact,
the UN Universal Declaration of Human Rights and the Eight Fundamental International Labour
Organisation Conventions (each as may be amended from time to time) in the course of providing the
Services, HNG-X Development and/or Associated Change Development.

8.2 Fujitsu Services shall take reasonable steps (and shall ensure that members of the Fujitsu Services
Group shall take reasonable steps) to:

8.2.1 comply with local legal and regulatory requirements relating to occupational health, safety at
work and the environment;

8.2.2 provide staff and others engaged in the performance of this Agreement with appropriate
health, safety at work and environmental impact training applicable to their activities;

8.2.3 where necessary, identify and implement policies for improvement in health, safety at work
and environmental impact;

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8.2.4 ensure the pay and working conditions of staff (including employees, casual and agency
workers) comply with all applicable laws, industry specific regulations and binding codes of
conduct;

8.2.5 ensure no individual is employed (including on a casual or temporary basis) directly or
indirectly in relation to its activities who is below the applicable minimum legal age for
employment;

8.2.6 ensure no person under 18 years of age is employed (including on a casual or temporary
basis) directly or indirectly in relation to its activities for any hazardous work;

8.2.7 ensure no person is engaged in work directly or indirectly in relation to its activities as a result
of forced, bonded or compulsory labour; and

8.2.8 to the extent the relevant law permits, allow all employees the freedom to join, or not to join,
an employee representative body,

in the course of providing the Services, HNG-X Development and/or Associated Change
Development.

8.3 Fujitsu Services shall notify all its Sub-contractors, as soon as reasonably practicable, that they should
have appropriate policies in place to adhere to the principles referred to in paragraph 8.1 and each of
the requirements set out in paragraph 8.2 when performing the obligations which Fujitsu Services has.
sub-contracted to them under this Agreement.

8.4 Upon request by Post Office, Fujitsu Services shall:

8.4.1 provide to Post Office reasonable evidence of the steps taken by Fujitsu Services and, where
relevant, other members of the Fujitsu Services Group to comply with the requirements set out
in paragraph 8.2; and

8.4.2 use reasonable endeavours to procure, to the extent the request so requires, that the Sub-
contractors shall provide to Post Office reasonable evidence of the policies which they have in
place to adhere to the principles referred to in paragraph 8.1 and each of the requirements set
out in paragraph 8.2 when performing the obligations which Fujitsu Services has sub-
contracted to them under this Agreement.

9. ASSOCIATED DOCUMENTS,

9.1 The following CCDs are associated with this Schedule A4:

Document Reference Document Title
1.
SVM/SEC/POL/0003 RMGA Information Security Policy
2. SVM/SDM/SD/0017 Security Management Service: Service
Description
3. SVM/SEC/POL/0003 RMGA Information Security Policy

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4. SD/STD/001 Horizon Office Platform Service Style
Guide
5. DES/APP/STD/0001 HNGX-UI Style Guide
6. RS/CSD/001 Departmental IT Security Standards
7. DES/SEC/ION/2006 Schedule A4 Policies and Standards
9.2 The following CRD is associated with this Schedule A4.
Document Reference Document Title
1. SVM/SEC/POL/0005 Community Information Security Policy for
Horizon

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SCHEDULE A5

POST OFFICE RESPONSIBILITIES

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

1.4 26/09/06 Minor corrections by PO

1.2 11/10/06 Further corrections from FS.

1.3 19/01/07 Further minor corrections

1.4 22/01/07 Further corrections

2.0 24/01/07 Baseline copy of 1.4

2.1 05/05/09 Applying changes as per CCN1224a

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

6.2 01/04/10 Applying changes as per CCN1270.

7.0 24/05/10 Moving schedule to version 7.0

8.0 21/02/12 Applying changes as per CCN1304b, CCN1310b and
CCN1294d

9.0 13/01/14 Applying changes as per CCN1349, CCN1307a, CCN1329a
and CCN1346

10.0 10/09/15 CCD reference update, applying changes as per CCN1346
and moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN 1423c, CCN 1427, CCN
1504a and moving all Schedules to v11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN1614a, CCN1618a and
moving all Schedules to v12.0

13.0 Updating as per CCN1613a, CCN1616b, CCN1647 and
moving all Schedules to v13.0

14.0 20/12/2021 Updating as per CCN1641c, CCN1655a, CCN1623b,
CCN1648b, CCN1669a, CCN1672a, CCN1657d, CCN1678
and moving all Schedules to V14.0

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SCHEDULE A5
POST OFFICE RESPONSIBILITIES
1. INTRODUCTION
11 This Schedule A5:

1.4.4 sets out in Annex A, certain Post Office Responsibilities that Post Office shall
perform to enable Fujitsu Services to perform the HNG-X Services;

1.4.2 sets out in Annex B, certain Post Office Responsibilities which Post Office
shall perform to enable Fujitsu Services to perform the BCSF Service and
shall take effect at Trigger Point T5 (Data Centre Ready for HNG-X);

1.1.3 identifies in Annex C, the Banking Responsibilities; and

1.1.4 Identifies in Annex D, the Banking Obligations.

1.1.5 identifies in paragraph 4, the Azure Responsibilities, and

1.1.6 identifies in Annex E, the Payment and Banking Responsibilities

1.2 Subject to paragraph 2.3, Post Office shall perform all Post Office Responsibilities
whether or not set out or referred to in this Schedule.

2. POST OFFICE RESPONSIBILITIES RELATED TO THE BANKING FUNCTION AND
DEBIT CARD

2.1A In respect of Horizon, the provisions of (i) the appendix to the CCD entitled “Debit Card
MoP Functional Description” (EF/SER/001) and (ii) Annex C and Annex D to this
Schedule, set out the Banking Responsibilities, Banking Obligations, Debit Card
Responsibilities and Debit Card Obligations or identify where they are located in this

Agreement.

2.1B In respect of HNG-X:

2.1B1,

Until Payment and Banking Service Trigger Point PBS3, Commencement of

Payment and Banking Pilot the provisions of Annex B to this Schedule, set out
the Banking Responsibilities, Banking Obligations, Debit Card Responsibilities
and Debit Card Obligations or identify where they are located in this Agreement;

and

2.1B2

After Payment and Banking Service Trigger Point PBS3, Commencement of

Payment and Banking Pilot:
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2.2

23

24

25

(a) for the Counter Positions not yet migrated to the Payment and
Banking Service, the provisions of Annex B to this Schedule shall set
out the Banking Responsibilities, Banking Obligations, Debit Card
Responsibilities and Debit Card Obligations or identify where they are
located in this Agreement; and

(b) for the Counter Positions migrated to the Payment and Banking
Service, the provisions of Annex E to this Schedule shall set out the
Banking Responsibilities, Banking Obligations, Debit Card
Responsibilities and Debit Card Obligations or identify where they are
located in this Agreement; and

2.1B.3 After PBS5, Completion of Migration to Payment and Banking Service, the
provisions of Annex E to this Schedule shall set out the Banking Responsibilities,
Banking Obligations, Debit Card Responsibilities and Debit Card Obligations or
identify where they are located in this Agreement for all Counter Positions.

The omission from the provisions referred to in paragraph 2.1A and 2.1B of an obligation
or responsibility of Post Office connected with the Banking Functions or Debit Card
shall, for the purposes of paragraphs 2.3 to 2.8:

2.2.1 if the obligation is stated as something for which Post Office "shall be
responsible", result in that obligation being classed as a "Banking
Responsibility" or “Debit Card Responsibility” (as applicable);

2.2.2 if the obligation is stated to be something which Post Office "shall do", result
in that obligation being classed as a “Banking Obligation" or “Debit Card
Obligation” (as applicable);

2.2.3 if the obligation is to make payment to Fujitsu Services, result in that
obligation being classed as a "Banking Obligation" or “Debit Card Obligation”
(as applicable); and

2.24 in all other cases shall be, as the context so requires, a Banking Obligation
or Banking Responsibility or Debit Card Obligation or Debit Card
Responsibility.

Any failure by Post Office to carry out a Banking Responsibility or a Debit Card
Responsibility shall not be a Default under this Agreement.

Removed by CCN1672a
Fujitsu Services shall not be liable to Post Office:
2.5.1 in respect of any breach of its obligations in relation to the Banking Functions
(including its obligations to achieve any Service Level which measures

Fujitsu Services' performance in relation to the Banking Functions) (the
“Dependent Obligations") or any delay in performing the Dependent

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26

27

2.8

2.9

3.1

Obligations to the extent that such breach or delay was caused by the failure
by Post Office to carry out a Banking Obligation or a Banking Responsibility
(whether or not a Default) (a "Dependency Failure"); or

2.5.2 for any failure to perform or delay in performing its obligations in relation to
Debit Card where Fujitsu Services proves that such failure or delay was
directly caused by the failure of Post Office to perform a Debit Card
Responsibility or a Debit Card Obligation (whether or not a Default).

Fujitsu Services shall notify Post Office in writing as soon as reasonably practicable
after Fujitsu Services becomes aware of any Dependency Failure or becomes aware of
any matters or circumstances which would with the effluxion of time result in a
Dependency Failure.

In the event of a Dependency Failure, Fujitsu Services shall be entitled to recover from
Post Office such reasonably incurred, increased costs and expenses (if any) which it
incurs in performing the Dependent Obligation in question to the extent that such
increased costs and expenses were the result of the Dependency Failure. Fujitsu
Services shall provide a statement of such increased costs and expenses incurred for
approval by Post Office, such approval not to be unreasonably withheld.

Fujitsu Services shall use all reasonable endeavours to mitigate the amounts (if any)
payable under paragraph 2.7.

Post Office shall ensure that all its 31,000 PEDs are provided to Fujitsu Services to
register on the Ingenico Asset management tool to support its PCI compliance

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule AS:

Document Reference Document Title

1. EF/SER/001 (Withdrawn) Debit Card MoP — Functional
Description (Withdrawn)

Note — this only applies to Horizon

REQ/GEN/REP/1091 Mapping Schedule B3.2 to the HNG-
X Solution

2. CS/PRD/058 Fujitsu Services / Post Office Ltd
Interface Agreement for Operational
Business Change - Reference Data

3. PA/PER/033 Horizon Capacity Management and
Business Volumes

4. SVM/SEC/POL/0003 RMGA Information Security Policy

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5. NB/IFS/025 EMV Banking and Retail NBX -
CAPO Application Interface
Specification

6. NB/IFS/024 EMV Banking and Retail NBX —
LINK Application Interface
Specification

7. DES/NET/TIS/0006 CAPO to HNG-X Technical Interface
Specification

8. DES/NET/TIS/0008 VOCALINK — HNG-X_ Technical
Interface Specification

9. DES/NET/TIS/1839 Santander — HNG-X Technical
Interface Specification

10. NB/IFS/029 (Withdrawn) NBX - A&L Technical Interface
Specification (Withdrawn)

DES/NET/TIS/1839 Santander HNG-X Technical

Interface

11. Withdrawn in CCN1616b

12. Withdrawn

13. Withdrawn in CCN1616b

14. ET/FS/001 Application Interface Specification:
Horizon to e-pay

15. DES/NET/TIS/0009. “"e-pay — HNG-X Technical Interface
Specification

16. I BP/SPE/046 APOP Definition

17. SVM/SDM/SD/0020 End to End Reconciliation Reporting

18. SVM/SDM/STD/0001 Post Office Ltd Operational Business
Change -—- _ Branch, _ Interface
Agreement

19. BP/SPE/035 NBS Definition
Note — this only applies to Horizon

20. CS/SER/016 (Withdrawn) Service Description for the Security
Management Service (Withdrawn)
Note — this only applies to Horizon

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SVM/SDM/SD/0017

Security Management — Service:
Service Description

21.

CS/SER/010

Transaction Benchmark Service:
Service Description

Note — this only applies to Horizon

22.

NB/SPE/003

Network Banking: Counter Dialogue -
Activity & Screen Flows.

Note — this only applies to Horizon

23.

NB/PRP/004

EMV Banking: User Interface Design
Proposal.

Note — this only applies to Horizon

24.

SD/STD/001 (Withdrawn)

Horizon Office Platform Service Style
Guide (Withdrawn)

Note — this only applies to Horizon

DES/APP/STD/0001 HNGX-UI Style Guide
25. SVM/SDM/SD/0015 Reconciliation Service: Service
Description
26 AP/IFS/063 Horizon APOP Authorisation Service
Application Interface Specification
27 Not Used Not Used
3.2 The following CRDs are associated with this Schedule A5:

Document Reference

Document Title

NO CRDs APPLICABLE

POST OFFICE RESPONSIBILITIES RELATED TO THE USE OF MICROSOFT AZURE

SERVICES FOR THE HOSTING OF THE SERVICES

44 Post Office shall accept and agree to the terms of the Customer Agreement and
undertakes to comply with such terms at all times during which Fujitsu Services uses the Microsoft

Azure Services in providing Services to Post Office.

42 Fujitsu Services shall notify Post Office of any changes to the Customer Agreement made
by Microsoft from time to time. Post Office's continuing use of the Microsoft Azure Services shall
constitute acceptance of any such changes to the Customer Agreement. Post Office shall ensure

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that it continues to comply with the Customer Agreement and any updates and changes made to
it by Microsoft from time to time.

43 Post Office shall:

4.3.1 nominate a named individual whose name, phone number and email address shall be
manually recorded as having read and accepted the Customer Agreement on behalf of
the Post Office.

4.3.2 _ inform Fujitsu Services promptly of any material breach by Post Office of the Customer
Agreement.

4.3.3 authorise Fujitsu Services to place orders for Microsoft Azure Services on behalf of the
Post Office, if required.

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16

ANNEX A
POST OFFICE RESPONSIBILITIES IN RELATION TO THE HNG-X SERVICES

Post Office shall provide and maintain Reference Data in accordance with Post Office
business requirements and as specified in the CCD entitled “Fujitsu Services / Post
Office Ltd Interface Agreement for Operational Business Change - Reference Data”
(CS/PRD/058).

Save as expressly provided otherwise in this Agreement, any CCN or Work Order, Post
Office shall be responsible for:

1.2.1 the provision of all training for its employees, agents, contractors and sub-
contractors; and

1.2.2 the production of all training material required,

in connection with any new and/or modified Services and Applications introduced under
the Change Control Procedure and/or the Work Ordering Procedure.

Post Office shall ensure that all ETU Transactions carried out at Counter Positions are
correctly processed by e-pay according to the AIS entitled “Application Interface
Specification: Horizon to e-pay” (ET/IFS/001) and that daily reconciliation files are
produced and processed according to that AIS.

In relation to the POLSAP Services, Post Office shall be responsible for having
appropriate and sufficiently trained staff available for the provision of Replacement
Services to the POLSAP applications support (whether such staff reside within Post
Office or within the Next Supplier of Replacement Services) to investigate and progress
operational and application issues relating to the POLSAP applications support 24 hours
aday.

In relation to BNR, Post Office shall be responsible for bearing the risk for the wireless
hardware once installed until it is returned to Fujitsu Services in the same condition that

it was in when installed, subject to fair wear and tear.

In relation to the CCD “Horizon Capacity Management and Business Volumes”
(PA/PER/033), section 2.6 Post Office will:

1.6.1 provide information on forecast changes to business volumes; and

1.6.2 endeavour to provide timely information on all likely and possible changes
to business volumes,

within current or new Post Office Services.

In relation to the CCD entitled “RMGA_ Information Security Policy”
(SVM/SEC/POL/0003), Post Office shall be responsible for:

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1.8

1.13

1.7.1 assessment and regular review of compliance; and
1.7.2 incident reporting (joint responsibility dependent on area of responsibility).

From 1* April 2015, in relation to Fujitsu continuing to deliver Services which previously
had dependencies on the Engineering Service and to facilitate Fujitsu's delivery of those
Services, Post Office will be responsible for:

1.8.1 for planning the timings of Counter Gold Build releases and requesting
them, using the Change Control Procedure;

1.8.2 the Next Supplier accepting and resolving Incidents raised in respect of
Branch Hardware requiring repair or replacement, identified through pro-active
monitoring; and

1.8.3 the Next Supplier accepting and fulfilling requests to perform investigation,
repair or replacement activities on Branch Hardware (e.g. quiet line test or
branch router reset) to support the resolution of Incidents.

From ‘1st April 2015, Post Office will be responsible for maintaining the Initial Branch
Infrastructure (as defined in paragraph 2.1.1 of Schedule B3.4 - Branch Infrastructure)
to the specification described in CCD entitled “Counter Hardware Design Specification”
(BP/DES/003) in all Branches and any other Post Office authorised locations.

Post Office will be responsible for ensuring that communications related Incidents
and/or problems in respect of the Replacement Services to the Branch Network Service
which are being provided by the Network Tower Contractor, are routed to the Network
Tower Contractor and not to Fujitsu Services.

Itis agreed that title of previously installed BT VSAT BB dishes, mounts, cabling, indoor-
units and Cisco VPN router hardware in the Branches (“VSAT Equipment”) shall transfer
from Fujitsu Services to Post Office on the day of migration of the VSAT BB networking
element for that Branch in accordance with the details set out in the Asset Transfer
Agreement in Attachment 2. For the avoidance of doubt, Post Office shall pay a Transfer
Payment of £1 in accordance with paragraph 7.1.2 of Schedule E for the VSAT
Equipment on signature of CCN1614, receipt of which is hereby acknowledged by
Fujitsu Services. Post Office will be responsible, on transfer of such title, for the removal
and compliant disposal of all VSAT Equipment removed from Branches as part of such
Branches’ migration from the VSAT BB communications method to Branches to the
Replacement, which will be supplied by the Next Supplier. The Parties agree that the
approach being adopted for the transfer of ownership and responsibility for removal and
disposal of VSAT Equipment is particular only to the VSAT Equipment listed in the said
Asset Transfer Agreement and does not create any contractual, commercial or
operational precedent for any other equipment removal and disposal activities which
may be required in future at any other Branches.

For Branches where the Branch Network Service is being replaced by Replacement
Services, Post Office will ensure the timely procurement of the Replacement Services.

Post office will ensure that the following test environments based at the Fujitsu Services
Bracknell location;

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1.Solution Verification & Integration (SV&l Rig)
2. Live System Test (LST Rig)

will be modified to contain representative Replaced Branch Infrastructure and Replacement
Services to the Branch Network Services (previously provided by Fujitsu Services) by the Next
Supplier. In the event that there are failure(s) as a consequence of such Replaced Branch
Infrastructure provided by the Next Supplier(s) or of any Replacement Services during the
remaining period when Fujitsu Services is providing these test environments, Fujitsu Services will
raise new Incident(s) with the Post Office service desk for the attention of the Next Supplier(s) to
ensure the support of the Fujitsu Services test environments, including but not limited to enabling
the replacement of failed part(s) by Post Office and/or the Next Supplier(s) or reinstating services
to the test environments by Post Office and/or the Next Supplier(s). It is agreed that this support
will be provided by Post Office at no cost to Fujitsu Services. Fujitsu Services will exercise
reasonable care and skill in accordance with its own established internal procedures when
housing and/or using the equipment to perform the Services.

1.14 Post Office acknowledges that the HNG-X Test Infrastructure will operate until at least
34st March 2022.

1.15 Training Controls Disablement and Re-Enablement Service

1.15.1 As a default Training Controls are enabled. When making a Request to Disable Training
Controls, Post Office must ensure that such requests meet all the following conditions, Requests
to Disable Training Controls which do not meet the following conditions will be rejected;

1.15.1.1 Post Office must have previously communicated their intention to issue
a Request to Disable Training Controls to Fujitsu Services, during a
Major Incident service bridge call. During the Major Incident service
bridge call the Post Office signatory who will issue the Request to
Disable Training Controls will be identified to Fujitsu Services. After the
call Fujitsu Services will send an email to the identified Post Office
signatory requiring Post Office to issue Fujitsu Services with
instructions to make a Request to Disable Training Controls and
subsequently a Request to Re-Enable Training Controls.

1.15.1.2 The Request to Disable Training Controls must then be communicated
on email to; the POA Operations Director, the POA Service Lead and
the POA Duty Manager (contact details as specified in the Working
Document entitled "POA Operations Major Incident Procedure"
(SVM/SDM/PRO/0001));

1.15.1.3 The emailed Request to Disable Training Controls must be sent from
one of the agreed Post Office Ltd. signatories documented in the
Appendices of the Working Document entitled "POA Operations Major
Incident Procedure" (SVM/SDM/PRO/0001);

1.15.1.4 The emailed Request to Disable Training Controls must contain the
following text;

“Post Office hereby request that Fujitsu Services temporarily disables
Training Controls in HNG-X Systems with immediate effect until such
time as Fujitsu Services receives a written Request to Re-Enable
Training Controls from Post Office.”

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1.15.2

1.15.3

On receipt of a valid Request to Disable Training Controls Fujitsu Services will
complete such disablement within approximately 30 minutes of receiving the
Request to Disable Training Controls if received within the period Monday-Friday
09:00hrs -17:30hrs excluding Bank Holidays, or within approximately 90 minutes
at any other times. On completion of such disablement Fujitsu Services will send
an email to the Post Office signatory who issued the request confirming the same.

During the period between disablement and re-enablement of the Training
Controls pursuant to duly authorised Post Office requests, Post Office accepts
that transactions may be undertaken by Counter Position Users for which they
have not achieved the required Restricted Curricula and which would otherwise
have been prevented if the Training Controls were applied and consequently for
which Fujitsu Services shall have no liability.

1.15.4 When making a Request to Re-Enable Training Controls, Post Office must ensure

1.15.5

that such requests meet all the following conditions. Requests to Re-Enable
Training Controls which do not meet the following conditions will be rejected;

1.15.4.1 Training Controls must have previously been temporarily disabled by
fulfilment of a Request to Disable Training Controls;

1.15.4.2 The Request to Re-Enable Training Controls must be communicated on
email to; the POA Operations Director, the POA Service Lead and the
POA Duty Manager (contact details as specified in the Working
Document entitled "POA Operations Major Incident Procedure”
(SVM/SDM/PRO/0001);

1.15.4.3 The emailed Request to Re-Enable Training Controls must be sent from
one of the agreed Post Office Ltd. signatories documented in the
Appendices of the Working Document entitled "POA Operations Major
Incident Procedure" (SVM/SDM/PRO/0001);

1.15.4.4 The emailed Request to Re-Enable Training Controls must contain the
following text;

“Post Office hereby request that Fujitsu Services re-enable with
immediate effect Training Controls in HNG-X Systems, previously
disabled.”

On receipt of a valid Request to Re-Enable Training Controls, Fujitsu Services
will complete such re-enablement within approximately 30 minutes of receiving
the Request to Re-Enable Training Controls if received within the period Monday-
Friday 09:00hrs -17:30hrs excluding Bank Holidays, or within approximately 90
minutes at any other times. On completion of such re-enablement Fujitsu
Services will send an email to the Post Office signatory who issued the request
confirming the same.

1.16 Post Office will be responsible for managing and ensuring the EUC Tower Contractor's
distribution of the HNG-A Application under change control, to timescales agreed with
each of Fujitsu Services and the EUC Tower Contractor

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4.17 Post Office will be responsible for ensuring that all Incidents passed to Fujitsu Services
by the Service Desk will identify whether users raising the Incident are using the HNG-
X Application or HNG-A Application, and if the HNG-A Application, which release of the
HNG-A Application is installed

1.18 Post Office Responsibilities in Relation to Post Office Cloud

1.18.1

In relation to the provision of the HNG-X Services and the Development Services
for those elements of the HNG-X System migrated from the HNG-X Service
Infrastructure to Post Office Cloud, Post Office shall undertake the following
responsibilities:

the Post Office Responsibilities set out in paragraph 1.2.1 of CCD
SVM/SDM/SD/0017 - Security Management Service: Service Description;

the provision of, or procure the provision of, the environments, networking,
servers and databases within Post Office Cloud, sufficient to provide the
capacity and performance for development, testing, hosting and delivery of the
Business Capabilities and Support Facilities, and any changes to them, to
enable Fujitsu Services to deliver the Services to the Service Level Targets;
the provision of WAN connectivity to the branch network, to the internet, and to
Fujitsu Services’ support, development and test locations which, as at the date
of this CCN1678 shall be the Data Centres in Belfast and the Stevenage and
Bracknell service locations. Fujitsu Services may request Post Office to provide
WAN connectivity to other support, development and test locations, subject to
the consent to Post Office (not to be unreasonably withheld);

the day to day management, support, maintenance and operational control of
the Post Office Cloud hosted environments, networking, servers and
databases;

provision of monitoring facilities and operational support within and in respect
of the Post Office Cloud, in order to identify and minimise interruptions caused
by the Post Office Cloud to the HNG-X Services and Development Services
provided by Fujitsu Services;

the management of operational changes to the Post Office Cloud hosted
environments, networking, servers and databases, including the coordination
of operational changes between those being made to Post Office Cloud, and
those being made to the HNG-X System by Fujitsu Services, to ensure
operational changes are made without impacting the Services, wherever
possible. Post Office shall provide Fujitsu Services prior written notice of
operational changes made by the Post Office to any Post Office Cloud hosted
environments;

the provision of coordination between releases being made to the Post Office
Cloud , including Releases being deployed to the HNG-X System by Fujitsu
Services, to minimise the impact (wherever possible) of such changes on the
live service or development and test services;

the management of security of the Post Office Cloud environments, servers
and databases, including provision, management and maintenance of required
security technologies (as documented in paragraph 1.2.1 of the CCD “Security
Management Service: Service Description” (SVM/SDM/SD/0017)), provided
that Fujitsu Services provides Post Office and/or the Post Office Cloud Service
Provider reasonable assistance and co-operation in respect of such
management as detailed in the CCD “Security Management Service: Service
Description”;

the provision of access to the Post Office Cloud environments for the Fujitsu
Services personnel needed to deliver the HNG-X Services and Development
Services as notified to Post Office in writing from time to time;

the planning, communication and operation of all resilience, disaster recovery
and business continuity activities performed in relation to Post Office Cloud.
Fujitsu Services will retain responsibilities for defining and documenting the

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Business Continuity Plans in accordance with Schedule B2 (Business
Continuity) in respect of the HNG-X Application specific aspects of technical
recovery plans for individual sub-systems and the recovery sequences
between sub-systems of the HNG-X Application and for communicating to Post
Office any changes in such Business Continuity Plans or recovery sequences
identified as a result of changes to the HNG-X Application;

co-operation by Post Office , as reasonably requested by Fujitsu Services in
relation to Fujitsu Services' resilience, disaster recovery and business
continuity activities performed for the HNG-X Service Infrastructure;

the provision of a time synchronisation service for the environments,
networking, servers and databases within Post Office Cloud and, from the point
of migration for time synchronisation service provided for the Network Tower
Contractor from the Fujitsu Services Systems Management Service provided
time synchronisation service to that of the Post Office Cloud, for the Replaced
Branch Infrastructure; and

obtaining and maintaining all Licences required to manage and support, or
procure the management and support of, the environments, networking,
servers and databases within Post Office Cloud, having regarding to such
access and functionality requirements to provide the Services.

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ANNEX B
POST OFFICE RESPONSIBILITIES IN RELATION TO THE BCSF SERVICES
1. BANKING BUSINESS CAPABILITY

The following Post Office responsibilities relate to the Banking Business Capability:

4.41 Post Office shall ensure the security, safe keeping and proper management (as defined
in ISO 11568 parts 1 to 3) of all Keys shared between the Data Centre and CAPO and

Santander on the CAPO and Santander sides of the interfaces. [B.Obl.]

1.2 Post Office shall be responsible for ensuring that the links from CAPO and LINK to the
Data Centres and information transmitted from CAPO and LINK to Fujitsu Services
across those links shall be in accordance with the CCDs entitled “EMV Banking and
Retail NBX- CAPO Application Interface Specification” (NB/IFS/025) and “EMV Banking
and Retail NBX — LINK Application Interface Specification" (NB/IFS/024) and "CAPO to
HNG-X Technical Interface Specification” (DES/NET/TIS/0006) and “VOCALINK —

HNG-X Technical Interface Specification” (DES/NET/TIS/0008). [B.Res.]

1.3 Post Office shall be responsible for ensuring that the information transmitted from
Santander to Fujitsu Services across the Santander Circuit shall be in accordance with
the CCD's entitled "NBX - A&L Application Interface Specification" (NB/IFS/026) and
“Santander — HNG-X Technical Interface Specification" (DES/NET/TIS/1839). [B.Res.]

2. BUREAU SERVICE BUSINESS CAPABILITY

The following Post Office responsibilities relate to the Bureau Service Business Capability:

21 Post Office shall be responsible for installing and ensuring that to the extent required by
law all Rate Boards comply and are maintained in compliance with all relevant
legislation (current and future), including all relevant Governmental Regulations and,
from the date of UK implementation, EU Directives and EU Regulations. Without
prejudice to the generality of the foregoing, Post Office shall ensure that the Rate Boards
comply with the Electromagnetic Compatibility ("EMC") Regulations 1992, which
implement Council Directive 89/336/EEC (as amended by Directive 91/26/EEC,

Directive 92/31/EEC and Directive 93/86/EEC).

22 Post Office shall:

2.2.1 ensure that all Rate Boards are compatible with Counter Equipment using
models as specified in the CCD entitled “Counter Hardware Design

Specification” (BP/DES/003);

2.2.2 be responsible for the provision of all cabling necessary to connect the Rate
Boards to Counter Equipment and shall ensure that such cabling is in
accordance with the CCD entitled “Rate Board Cables” (AS/REP/013);

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3.

2.2.3 once each Rate Board has been connected to Counter Equipment, carry out
all maintenance of that Rate Board and of the associated cabling,. This
responsibility extends to all cabling used in making the connection to a
Counter Position; and

2.2.4 provide mains electrical power to each Rate Board (or where more than one
in a Branch, the Rate Boards in that Branch together) from power circuits

that are separate from the power circuit dedicated to the Counter Position.

ELECTRONIC TOP-UP BUSINESS CAPABILITY

The following Post Office responsibilities relate to the Electronic Top-up Business Capability:

3.1

44

42

43

44

Post Office shall be responsible for ensuring that the link from e-pay to the Data Centres
and information transmitted from e-pay to Fujitsu Services across that link shall be in
accordance with the CCDs entitled "Application Interface Specification: Horizon to e-
pay” (ET/IFS/001) and "“e-pay — HNG-X Technical Interface Specification”
(DES/NET/TIS/0009).

APOP BUSINESS CAPABILITY

The following Post Office Ltd Responsibilities are included in the CCD entitled “APOP
Definition” (BP/SPE/046),such Post Office Ltd Responsibilities relate to the APOP
Business Capability.

Post Office Ltd shall specify that the Post Office Data Gateway generates an APOP
verification file as defined in the CCD entitled “Horizon APOP Authorisation Service
Application Interface Specification” (AP/IFS/063) if required for an APOP Service

APS transactions shall conform to the specification defined in the CCD entitled “AP-
ADC Reference Manual” (DES/GEN/MAN/0002)

User access to the APOP administration service shall be from within the Post Office Ltd
domain and no Post Office Ltd clients will have direct access to data held on the APOP

database.

l.e. Post Office Ltd will not grant access from outside the Post Office Ltd domain

APOP Service Authorisation Service

45

46

The APOP authorisation service definition for an APOP Service shall conform to the
specification defined in the CCD entitled “APOP Reference Manual” (AP/MAN/003).

Post Office Ltd shall conform to the security rules for the creation of administrators and
users of the APOP administration service and the use of the APOP administration
service by administrators and users as defined in the APOP Administration Service User
Interface Design Proposal.

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47

48

49

4.10

4.12

4.13

The APOP Service Definition shall be constructed using the parameters defined in the
CCD entitled “APOP Reference Manual”(AP/MAN/003).

Post Office Ltd shall define the service definition for an APOP Service which conforms
to the CCD entitled “APOP Reference Manual"(AP/MAN/003) and deliver the service
definition to Fujitsu Services.

Post Office Ltd shall define the format of the reports derived from data extracted from
the APOP database and delivered to Post Office Ltd by the APOP reporting service.

Post Office Ltd/Prism shall build and maintain the APOP administration service server
and workstations which shall include schema files to support the rendering of the extract
files produced by the APOP reporting service.

Not Used

Transactions to be processed by the APOP batch service shall conform to the CCD
entitled “Horizon APOP Authorisation Service Application Interface Specification”
(AP/IFS/063).”

On-line branch transactions initiated at a Post Office Horizon counter position shall
conform to the specification defined in the CCD entitled “APOP Authorisation Service-
On-line Application Interface Specification “(AP/IF S/064).

New APOP Services

414

4.15

4.16

For each new APOP Service:

e Post Office Ltd will produce a specification of the APOP Service business
requirements and business process definition as defined in the APOP User
Guide.

e Post Office Ltd will produce the AP-ADC counter transactions.

e Post Office Ltd will produce the service definition for the APOP Service.

For each new APOP Service, Post Office Ltd shall, subject to the Work Ordering
Procedure, require Fujitsu Services to produce:

e Voucher receipt templates;
e Customer and Branch receipt templates;

e Counter and Branch weekly reports.

For each Counter and Branch weekly report, Post Office Ltd shall define the:

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4.17

e List of products;
e Report title;
« Cut-off requirements

For each new APOP Service with an external authorisation service, Post Office Ltd shall,
subject to the Work Ordering Procedure, require Fujitsu Services to produce:

« An APOP web service, web services agent and (optionally) a web server
platform:

« An interface between the Horizon domain and the external authorisation service

Changes to APOP Services

4.18

5.

Post Office Ltd shall, subject to the Work Ordering Procedure, require Fujitsu Services to
produce changes to Fujitsu Services supplied components of an APOP Service.

DEBIT CARD

The following Post Office Responsibilities are Debit Card Responsibilities:

Debit Card Responsibilities

5.1

5.2

5.3

5.4

5.5

Post Office shall be responsible for providing, through Post Office Reference Data, DC
Token definitions to cover the DC Token ranges supported by Fujitsu Services.

Post Office shall be responsible for following procedures for Debit Card Transaction
settlement and exception reporting in accordance with the CCD entitled End to End
Reconciliation Reporting (SVM/SDM/SD/0020) to the extent Post Office is required to
do so.

Post Office shall be responsible for generating and transmitting (as reasonably required
by the Fujitsu Services) test Reference Data for testing purposes.

Post Office shall be responsible for ensuring that Fujitsu Services has at all times a
sufficient number of MIDs and TIDs to enable Fujitsu Services to allocate such MIDs
and TIDs to the Branches and Counter Positions respectively.

Post Office shall be responsible for supplying an agreed batch of MIDs to Fujitsu
Services in accordance with the OLA “DC Operational Level Agreement” to ensure that
one MID is available for each new Branch, whenever the supplies of unallocated MIDs
held by Fujitsu Services fall below a threshold limit agreed between Post Office and
Fujitsu Services

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5.6

5.7

58

5.9

Post Office shall be responsible for supplying an agreed batch of TIDs to Fujitsu
Services through the Change Control Procedure whenever the supplies of unallocated
TIDs held by Fujitsu Services fall below a threshold limit agreed between Post Office
and Fujitsu Services.

Post Office shall be responsible for following the reconciliation and incident
management procedures for the investigation, reporting and resolution of business
incidents related to the use of Debit Card (supported by the Payment Management
Business Capability) as set out in the applicable provisions of paragraph 2.8 of the CCD
entitled "Reconciliation Service: Service Description” (SVM/SDM/SD/0015)

Post Office shall be responsible for providing MIDs and TIDs in accordance with the
processes for business change described in the CCD entitled “Post Office Ltd
Operational Business Change — Branch, Interface Agreement” (SVM/SDM/STD/0001).

Post Office shall be responsible for procuring the provision of an EMIS to supply a data
feed to the Reconciliation Support Facility from the Merchant Acquirer in accordance
with the document entitled “Technical Specification for the Electronic Management
Information Service” (SU/SPE/024).

The following Post Office Responsibilities are Debit Card Obligations:

Debit Card Obligations

5.10

5.11

5.12

5.13

Post Office shall be responsible for verifying and validating all Debit Card related Post
Office Reference Data for use in connection with the DC MoP, save to the extent that
Fujitsu Services is obliged to do so (for the purposes of the use of such Post Office
Reference Data within the Infrastructure) in accordance with the CCD entitled “ Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business Change —
Reference Data” (CS/PRD/058). For the avoidance of doubt, the Change Control
Procedure shall be used if Post Office requires any Debit Card related Reference Data
validation or testing outside the scope of the CCD entitled “Fujitsu Services / Post Office
Ltd Interface Agreement for Operational Business Change - Reference Data”
(CS/PRD/058).

Post Office shall procure a service designed to ensure that the EMIS file shall be
available for collection from the Merchant Acquirer by 15:00 hours daily between
Monday and Friday excluding English Bank Holidays. Where the EMIS file is not
available by that time, Fujitsu Services shall follow the procedures set out in the relevant
OLA.

Post Office shall follow the procedure set out in the OLA entitled “DC Operational Level
Agreement" for reporting potential/actual breaches of security within either the Merchant
Acquirer or Infrastructure.

Post Office shall ensure the security, safe keeping and proper management of all
passwords/passphrases used to generate keys shared between the Data Centre and

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the Merchant Acquirer on the Merchant Acquirer side of the interface between the Data
Centre and the Merchant Acquirer.

6. GENERIC WEB SERVICE SUPPORT FACILITY

The following Post Office Responsibilities are Generic Web Service Responsibilities:

6.1 For each Generic Web Service Post Office shall be responsible for:

6.1.1 the Post Office tasks as defined in the ‘Web Service Client Connection

Process’ (REQ/GEN/PRO/1386) for the:
(a) the Generic Web Service qualification stage;
(b) the Generic Web Service specification stage;
(c) the Generic Web Service build and test stage;
(d) the Generic Web Service introduction stage;

6.1.2 the provision of the baselined WSDL for the Client web service;

6.1.3 the Client specific elements of the Technical Interface Specification between
the Generic Web Service and the Post Office Client;

6.1.4 the design, development and testing of the APS transactions conforming to
the specification defined in the CCD entitled “AP-ADC Reference Manual”
(DES/GEN/MAN/002);

6.1.5 the security assessment of the APS service and the associated Generic Web
Service for the Post Office Client.

7. PAF SUPPORT FACILITY
7.1 Post Office shall be responsible for supplying to Fujitsu Services the monthly Royal Mail

PAF address data on a CD in ‘Royal Mail Compressed Standard™' format described in
the ‘Royal Mail PAF Programmers’ Guide’ Edition 7 Version 4.0 (REQ/APP/AIS/1526)

7.2 Post Office shall be responsible for supplying to Fujitsu Services the monthly Royal Mail
PAF address data on a CD in accordance with the CCD ‘Fujitsu Services/Post Office
Ltd Interface Agreement for Operational Business Change — Reference Data
(CS/PRD/058);

7.3 Post Office shall be responsible for supplying PAF additional address data to Fujitsu
Services conforming to the application interface specification ‘Post Office Limited to PAF
Application Interface Specification’ (REQ/APP/AIS/1503);

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74

75

8.

Post Office shall be responsibly for managing and securely destroying the Royal Mail
PAF data CDs after 12 months.

Post Office shall be responsible for the integrity and accuracy of data provided in
accordance with sections 9.2 and 9.3 and any rectifications required as a result of
erroneous or corrupt data supplied shall be made at Post Office's sole expense.

POST OFFICE DATA GATEWAY

The following Post Office Responsibilities are Post Office Data Gateway Responsibilities. For
each Post Office Data Gateway Data File transfer:

8.1

8.2

8.3

8.4

8.5

8.6

8.7

8.8

8.9

9.1

10.

Post Office shall be responsible for supplying to Fujitsu Services approved Application
Interface Specifications (AIS) for Data File transformations to be performed by the Post
Office Data Gateway Support Facility using the approved pro-forma;

Post Office shall be responsible for supplying to Post Office Clients the specification of
the data in Data Files to be transferred from the Post Office Data Gateway to the Client;

Post Office shall be responsible for producing, as Post Office requires, Data File delivery
reports from Post Office Data Gateway data supplied to Post Office Ltd by Fujitsu
Services;

Post Office shall be responsible for producing Post Office to Post Office Client
Operational Level Agreements for each Post Office Client sending Data Files to, or
receiving Data File from, the Post Office Data Gateway Support Facility;

Post Office shall be responsible for ensuring that Fujitsu Services is permitted to
process the data received by the Post Office Data Gateway Support Facility on behalf
of the data owner;

Post Office shall be responsible for ensuring that the Data Files transferred between the
Post Office Client and the Post Office Data Gateway Support Facility shall be in
accordance with the relevant Post Office Data Gateway to Post Office Client Application
Interface Specification;

Post Office shall be responsible for ensuring that the link between the Post Office Client
and the Post Office Data Gateway Support Facility will be in accordance with the ‘Post
Office Data Gateway to Post Office Clients Technical Interface Specification’
(DES/NET/TIS/1499).

Post Office shall be responsible for supplying the information and ensuring that the
content within the PODG Client Connection pack is correct.

Post Office shall be responsible for the ownership and content within the Post Office
Data Gateway (PODG) Route spreadsheets.

CLIENT FILE DELIVERY
Post Office shall be responsible for supplying to Fujitsu Services approved Application

Interface Specifications for Data Files from Post Office Clients (to HNG-X) Clients to be
processed by the Client File Delivery Support Facility.

POST OFFICE DATA GATEWAY CLIENT CONNECTION

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The following Post Office Responsibilities are PODG Client Connection Service Responsibilities.

10.1

10.2

10.3

10.4

10.5

Post Office shall be responsible for supplying to Fujitsu Services a completed OBC19
form for each request with details of the changes required.

Post Office shall be responsible for ensuring that Fujitsu Services is permitted to
process the data received by Fujitsu Services under the PODG Client Connection
Service on behalf of the data owner.

Post Office shall be responsible for obtaining security credentials directly from Post
Office Clients and to provide Fujitsu Services with the security credentials required to
fulfil a PODG Client Connection Service request as defined in “Post Office Data
Gateway (PODG) Secure Transfer Procedure” (SVM/SEC/PRO/1784).

Post Office shall be responsible for obtaining all necessary consents, authorisations and
notifications from relevant Data Controllers, to enable personal data to be processed by
Fujitsu Services as part of PODG Client Connection Service, in compliance with the
latest Data Protection Act. Post Office Ltd shall indemnify Fujitsu Services in respect of
any losses suffered by Fujitsu Services in connection with the performing the PODG
Client Connection Service as a result of any Post Office Ltd failure to have obtained
appropriate data protection related consents, authorisations and notifications...

Post Office shall be responsible for managing the service provided to the Client by the
Post Office Data Gateway Service

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ANNEX C
BANKING RESPONSIBILITIES

HORIZON BANKING RESPONSIBILITIES — Removed by CCN 1648

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ANNEX D

BANKING OBLIGATIONS

HORIZON BANKING OBLIGATIONS — REMOVED BY CCN1648

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ANNEX E

POST OFFICE RESPONSIBILITIES IN RELATION TO THE PAYMENT AND

BANKING SERVICE

1. General Responsibilities

1.1 Post Office shall

1.1.1. communicate and facilitate the consultation of documents, information
and methodology which it has which are requested by Fujitsu Services and which
are necessary for the provision of the Payment and Banking Service by Fujitsu
Services;

1.1.2 respond to reasonable requests from Fujitsu Services necessary for the
proper performance of the Payment and Banking Service and make decisions
wherever possible in time for requested by Fujitsu Services to meet its
obligations;

1.1.3 inform Fujitsu Services of any event or act likely to delay the performance
of the Agreement within a reasonable time (having regard to the severity of the
delay) upon becoming aware of such event or act. In such case, the Parties shall
consult on ways to limit the delay and may, if necessary, agree on a change to
the dates for providing the Payment and Banking Service;

1.1.4 comply with the General Terms and Conditions of Use of the Payment
and Banking Service as provided in Appendix 2 (General Terms and Conditions
of Use) to Schedule 16;

1.1.5 comply with the prerequisite for the implementation of the Payment and
Banking Service listed hereafter, in particular (i) to have updated antivirus, (ii)
use a browser and information system updated and compatible with the use of
the Service, (iii) to comply and procure that Branches comply with the
requirements of the applicable standards in effect, including PCI DSS and/or PCI
P2PE;

1.1.6 manage its information system with which the Ingenico Central Platform
interoperate and to manage third party intervention as part of the provision of the
Payment and Banking Service; and

1.1.7. provide adequate network connectivity between the Counter Position
and the Ingenico Central Platform.

2. Banking Business Capability

The following Post Office responsibilities relate to the Banking Business Capability:

2.1 Post Office shall ensure the security, safe keeping and proper management (as defined
in ISO 11568 parts 1 to 3) of all keys shared between the Ingenico Central Platform and
Vocalink on the Vocalink sides of the interfaces.

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3.

Post Office shall be responsible for ensuring that the links from Vocalink to the Ingenico
Central Platform and information transmitted from Vocalink to Fujitsu Services Sub-
Contractor, Ingenico, across those links shall be in accordance with the CCD entitled
“Axis Managed Payment Service Solution - Solution Design” (DES/APP/MAN/3760).

The following Post Office Responsibilities are Debit Card Responsibilities:

Debit Card Responsibilities

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

Post Office shall be responsible for providing, through Post Office Reference Data, DC
Token definitions to cover the DC Token ranges supported by Fujitsu Services.

Post Office shall be responsible for following procedures for Debit Card Transaction
settlement and exception reporting in accordance with the CCD entitled “Network Banking
End to End Reconciliation Reporting” (to be renamed End to End Reconciliation
Reporting) (CS/SPE/011) to the extent Post Office is required to do so.

Post Office shall be responsible for generating and transmitting (as reasonably required
by the Fujitsu Services) test Reference Data for testing purposes.

Post Office shall be responsible for ensuring that Fujitsu Services has at all times a
sufficient number of MIDs and TIDs to enable Fujitsu Services to allocate such MIDs and
TIDs to the Branches and Counter Positions respectively.

Post Office shall be responsible for supplying an agreed batch of MIDs to Fujitsu Services
in accordance with the OLA “DC Operational Level Agreement” to ensure that one (1)
MID is available for each new Branch, whenever the supplies of unallocated MIDs held
by Fujitsu Services fall below a threshold limit agreed between Post Office and Fujitsu
Services

Post Office shall be responsible for supplying an agreed batch of TIDs to Fujitsu Services
through the Change Control Procedure whenever the supplies of unallocated TIDs held
by Fujitsu Services fall below a threshold limit agreed between Post Office and Fujitsu
Services.

Post Office shall be responsible for following the reconciliation and incident management
procedures for the investigation, reporting and resolution of business incidents related to
the use of Debit Card (supported by the Payment Management Business Capability) as
set out in the applicable provisions of paragraph 2.8 of the CCD entitled “Reconciliation
Service: Service Description” (SVM/SDM/SD/0015)

Post Office shall be responsible for providing MIDs and TIDs in accordance with the
processes for business change described in the CCD entitled “Post Office Ltd Operational
Business Change — Branch, Interface Agreement” (SVM/SDM/STD/0001).

Post Office shall be responsible for procuring the provision of an EMIS to supply a data
feed to the Reconciliation Support Facility from the Acquirer in accordance with the
document entitled “Technical Specification for the Electronic Management Information
Service” (SU/SPE/024).

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The following Post Office Responsibilities are Debit Card Obligations:

Debit Card Obligations

3.10 Post Office shall be responsible for verifying and validating all Debit Card related Post
Office Reference Data for use in connection with the DC MoP, save to the extent that
Fujitsu Services is obliged to do so (for the purposes of the use of such Post Office
Reference Data within the Infrastructure) in accordance with the CCD entitled “Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business Change —
Reference Data” (CS/PRD/058). For the avoidance of doubt, the Change Control
Procedure shall be used if Post Office requires any Debit Card related Reference Data
validation or testing outside the scope of the CCD entitled “Fujitsu Services / Post Office
Ltd Interface Agreement for Operational Business Change - Reference Data”
(CS/PRD/058).

3.11 Post Office shall procure a service designed to ensure that the EMIS file shall be available
for collection from the Acquirer by 15:00 hours daily between Monday and Friday
excluding English Bank Holidays. Where the EMIS file is not available by that time, Fujitsu
Services shall follow the procedures set out in the relevant OLA.

3.12 Post Office shall follow the procedure set out in the OLA entitled “DC Operational Level
Agreement” for reporting potential/actual breaches of security within either the Merchant
Acquirer or Infrastructure.

3.13 Post Office shall ensure the security, safe keeping and proper management of all
passwords/passphrases used to generate keys shared between Ingenico Central
Platform and the Acquirer on the Acquirer side of the interface between the Ingenico
Central Platform and the Acquirer.

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Version History

SCHEDULE A6

FUNDING CONDITION

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4 0 31/08/06 - I Agreed version as at date of signature of CCN -
1200

14 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

2.0 25/01/07 Baseline copy of 1.2

6.0 15/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all Schedules to v11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all Schedules to v12.0

13.0 Moving all Schedules to v13.0

14.0 20/12/2021 This Schedule is removed by CCN1648b

Schedule A6 Version 14.0

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SCHEDULE A6

FUNDING CONDITION- Schedule removed by CCN1648b

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SCHEDULE B1.1

DEVELOPMENT SERVICES

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

1.1 26/09/06 Minor corrections

1.2 19/01/07 Further minor amendments

2.0 25/01/07 Baseline copy of 1.2

24 19/03/07 Applying CCN 1206

2.2 22/03/07 Amendment to CCN 1206

3.0 09/07/07 Baseline copy of 2.2

4.0 23/02/09 Baseline copy of 3.1

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 23/04/10 Minor tidy up amendments.

6.2 05/05/05 Further minor adjustments

7.0 10/05/10 Moving all schedules to v7.0 as agreed with Fujitsu.

8.0 21/02/12 Moving all schedules to V8.0 in accordance with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with CCN1349

10.0 10/09/15 CCD reference updates and moving all Schedules to v10.0 in
accordance with CCN1506

11.0 31/03/16 Moving all schedules to v11.0 in accordance with CCN1604

12.0 03/07/17 Moving all Schedules to v12.0

13.0 Moving all Schedules to v13.0

14.0 20/12/2021 I Updating as per CCN1649, CCN1678 and moving all Schedules
tov14.0

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2.1

SCHEDULE B1.1
DEVELOPMENT SERVICES
INTRODUCTION
This Schedule B1.1 deals with:

1.4.41 the procurement principles in relation to the integration of systems or software
into the Infrastructure or the Post Office Cloud, against the background of Fujitsu
Services' potential appointment as Preferred Systems Integrator as described in
Schedule A1, and the addition of new functionality to the Infrastructure or the
Post Office Cloud; and

1.1.2 Development Services, as more specifically defined in paragraph 3 below.
Development Services shall be ordered through Work Orders.

This Schedule B1.1 sets out Post Office's and Fujitsu Services’ agreed approach to
contracting for Development Services. This shall include adherence to a generic
Development Lifecycle and its component Development Lifecycle Stages (the operation
and interaction of which for each development project being described in the
Development Methodology agreed for that development project) unless Post Office
adopts a competitive approach to procurement, in which case Post Office may adopt a
different lifecycle approach to suit the development project, as further described below.

This Schedule B1.1 does not deal with (and the Development Services do not include):

1.4.1 except as described in paragraph 3.1.4, the Implementation of Branch Hardware,
which is dealt with under Schedule B1.3;

1.4.2 the operation of and (through the Operational Business Change (Branch Change)
Service or Reference Data changes) modifications to any applications and
systems after their development and implementation under a Work Order, such

operation being dealt with under Schedule B3.1;

1.4.3 services to be provided under the SIP which are dealt with under Schedule B1.2;
or

1.4.4 HNG-X Development or Associated Change Development which are dealt with
under Schedules B6.1, B6.2 and B6.3.

It is the intention of both Parties that the most suitable procurement method shall be used
as the basis for contracting an individual Work Package.

PROCUREMENT PRINCIPLES

Systems Integration Principles

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2.1.4

Post Office may appoint Fujitsu Services as Preferred Systems Integrator in
accordance with the provisions of Schedule A1. If Fujitsu Services is appointed
as Preferred Systems Integrator, the terms upon which Fujitsu Services assumes
responsibility for any Relevant IT Systems designated by Post Office shall, as
specified in Schedule A1, be agreed under the Change Control Procedure save
that work required to develop any interfaces required between the Relevant IT
Systems and the Infrastructure or other Systems Integration may be, and where
paragraph 2.1.2 applies shall be, provided under a Work Order as H&HNG
Systems Integration in accordance with the provisions of this Schedule.

Whether or not Fujitsu Services or any third party is appointed as the Preferred
Systems Integrator and notwithstanding anything to the contrary in Schedule A1
or this Schedule B1.1, Fujitsu Services shall, throughout the term of this
Agreement, be the exclusive provider to Post Office of:

2.1.2.1 H&HNG Systems Integration described in paragraph 3.1.3.2; and

2.1.2.2 those elements of Hardware Implementation identified in the Annex to
Schedule B1.3 as Hardware Implementation that Fujitsu Services (and
not Post Office or a third party) is entitled to provide, to the extent that
such Hardware Implementation relates to the Infrastructure.

The terms on which Fujitsu Services supplies the services referred to in
paragraph 2.1.2 shall be set out in one or more Work Orders in accordance with
the provisions of this Schedule and the Work Ordering Procedure.

For the avoidance of doubt, the only exclusivity granted to Fujitsu Services under
this Schedule B1.1 is set out in paragraph 2.1.2 of this Schedule.

2.2 Application Procurement principles

2.2.1

2.2.2

2.2.3

Where Post Office requires additional functionality to be integrated within the
Infrastructure or Post Office Cloud it will, wherever practicable and cost effective
(and subject to paragraph 2.2.3) provide such functionality by procuring standard
(commercial off the shelf) applications or Application Services from Fujitsu
Services or a third party software provider rather than carrying out bespoke
software development.

Notwithstanding paragraph 2.2.1, where standard applications or Application
Services are not available or not suitable, Post Office may:

2.2.2.1 procure a bespoke application from a third party; or
2.2.2.2 procure a bespoke application from Fujitsu Services.
Subject to paragraph 2.2.4, the selection and deployment of any third party

standard applications or Applications Services or third party bespoke applications
or Applications Services is subject to joint:

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2.2.4

2.2.5

2.2.6

2.2.7

2.2.3.1 verification of the application's or Applications Services’ technical
compatibility and ability to interface with the Infrastructure, the Horizon
Applications and/or the Business Capabilities and Support Facilities;

2.2.3.2 assessment of the impact on the Infrastructure (including the costs of
implementation) and the HNG-X Services (including the Service Levels
and any limitations on liability). The impact assessment will consider any
operational risks, Service Level lets or caveats which may be
necessitated by the architecture;

2.2.3.3 review of the availability of suitable support capability;

2.2.3.4 assessment against Post Office IT and business strategies and long term
operating costs; and

2.2.3.5 identification of any additional existing documentation that Post Office
requires from Fujitsu Services to facilitate Post Office's assessment of
the standard or third party application.

by Post Office and Fujitsu Services.

The verification, assessment and review activities referred to in paragraph 2.2.3
shall utilise the SIP to the extent decided by the Systems Integration Partnership
and Executive Relationship, but Fujitsu Services’ involvement shall otherwise be
subject to a Work Order agreed under the Work Ordering Procedure.

Where Post Office chooses to procure a standard or bespoke application from
Fujitsu Services the terms on which it does so shall be set out in one or more
Work Orders in accordance with the Work Ordering Procedure and the provisions
of paragraphs 4 and 5 below.

Where Post Office chooses to procure a standard or bespoke application from a
third party, the commercial and contractual relationship between Post Office,
Fujitsu Services and any third party application or Application Service provider
(including the charges payable to Fujitsu Services) shall be agreed on a case by
case basis. The Parties may adopt whatever commercial and/or contractual
structure is appropriate for the particular circumstances. However, the
commercial and contractual arrangement must take reasonable account of the
impact on the systems and services provided to Post Office by Fujitsu Services.

Fujitsu Services shall not unreasonably refuse to integrate third party applications
or Applications Services into the Infrastructure, taking into account the proposed
commercial terms and the impact such integration will have on the systems and
services provided to Post Office by Fujitsu Services.

3. DEVELOPMENT SERVICES

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3.1

41

42

Subject to paragraph 1.4, the following Services (together the “Development Services”)
may be procured by Post Office from Fujitsu Services under this Schedule B1.1:

3.1.1

3.1.4

Professional Services

Professional services comprising the provision of consultancy and technical
advice by appropriately skilled Fujitsu Services personnel on a T&M basis in
accordance with Schedule D1 under the management of Post Office. Typical
work would include strategy, feasibility and requirements studies. Provision of
such services is separate from but relates to the services described in paragraph
3.1.2 to 3.1.4 below.

Software Development
Software development involves:

3.1.2.1 application development, being the design, development, evaluation,
tailoring/configuration, testing and validation, of application software; and

3.1.2.2 infrastructure software development, being the design, development,
evaluation, tailoring/configuration, testing and validation, of infrastructure
software.

H&HNG Systems Integration
H&HNG Systems Integration involves:

3.1.3.1 the selection and integration of components and the testing of those
components as part of an end to end suite of systems; and/or

3.1.3.2 the implementation of infrastructure and software upgrades and
additions to the Infrastructure (other than the Branch Infrastructure) to
interface to any new systems or applications and support any new
services operating end-to-end as defined by Post Office requirements in
the relevant Work Order.

Hardware Implementation.

CONTRACTING FOR DEVELOPMENT SERVICES

Fujitsu Services and Post Office shall operate a generic development approach (the
“Development Lifecycle”) for Development Services procured by Post Office from Fujitsu
Services under this Schedule B1.1. The Development Lifecycle is made up of six generic
stages (each generic stage being a “Development Lifecycle Stage”) as described in
paragraph 5.

The way in which these Development Lifecycle Stages are executed, and the way they

interact will differ depending on the type of development project, and will be detailed in the

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43

44

45

4.6

Development Methodology agreed by the Parties as most suitable for successfully
delivering the development project in question. The Development Methodology to be
used for each development project shall:

4.2.1 be agreed by the Parties no later than the end of the Requirements Stage (as
described in paragraph 5.4.1) +for that development project;

4.2.2 — shall, as a minimum, set out the approach to the Development Lifecycle Stages
(including how the processes and disciplines of the Development Methodology
map to the generic Development Lifecycle and Development Lifecycle Stages)
and the Artefacts to be produced at each Development Lifecycle Stage for that
development project, by each Party; and

4.2.3 shall be developed to be consistent with RMG Harmony (so as not to prevent the
use by Post Office of RMG Harmony in relation to that development project.)

Post Office shall be responsible for documenting the Development Methodology agreed
for each development project.

Development Services to be undertaken by Fujitsu Services must be ordered as Work
Orders in accordance with the provisions of Schedule D2. The terms of such Work
Orders shall be determined in accordance with the provisions of paragraphs 4 and 5
unless either paragraph 2.2.6 or paragraph 6 applies, in which case the terms of such
Work Orders shall be determined in accordance with paragraph 2.2.6 or 6 respectively.

The basis for development resource planning of Work Packages shall be the
Development Lifecycle Stages.

The following principles shall be applicable to contracting for Development Services
between Post Office and Fujitsu Services:

4.5.1 clear control for each Development Lifecycle Stage and the responsibility to
deliver associated deliverables will be specified and agreed between the Parties
as vesting in either Post Office or Fujitsu Services but not both;

4.5.2 business control of Work Packages shall be established in accordance with the
governance principles set out in Schedule A2 and the Work Ordering Procedure
in Schedule D2 and each large Work Package will have a senior management
sponsor within both Fujitsu Services and Post Office; and

4.5.3 related responsibilities shall be clearly identified and assigned to specific
individuals in Fujitsu Services or Post Office.

Where the scope and size of a Work Package are substantial, Post Office may request
Fujitsu Services to identify as separable components of work individual Work Package
Elements which could be carried out by third parties under Fujitsu Services' management.
Where this option is considered, Fujitsu Services will identify any liability, performance,

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5.1

5.2

reliability or other potential service implications of such option and the terms to be
incorporated into a subcontract for such work.

THE DEVELOPMENT LIFECYCLE

Initial Development Lifecycle Stages

The following Development Lifecycle Stages will be led by Post Office who may procure
professional services (as described in paragraph 3.1.1) from Fujitsu Services to support
the work done in the relevant Development Lifecycle Stage.

5.1.1. Strategic Approval Stage, which defines the strategic and architectural
framework within which the changes are to be developed and delivered.

5.1.2 Start-up and Feasibility Stage, in which Post Office develops an outline view of a
potential business requirement with input, where required, from Fujitsu Services:

5.1.2.1 on the indicative cost range for the provision of a potential solution, to
assist Post Office in making an informed decision on:

(a) the business case for proceeding to later stages of the
Development Lifecycle; and

(b) sourcing of solution components; and

5.1.2.2 to assist with an assessment of the most appropriate Development
Methodology to be adopted (with this Development Methodology being
confirmed during the Requirements Stage by the Systems Integration
Partnership); and

5.1.2.3 to give an indication of the scope of any work that Fujitsu Services
proposes be undertaken by any Sub-contractor located outside the
United Kingdom (with this being confirmed during the Solution Definition
Stage).

A key objective of these two Development Lifecycle Stages is to provide sufficient
information to Post Office such that it can make an informed decision about the
procurement approach in respect of the development project as a whole and each
solution component. Post Office shall consider the procurement options by reference to
the provisions of Schedule B1.3 and paragraphs 4.6 and 6 of this Schedule B1.1 before a
decision is made by Post Office on whether it will involve Fujitsu Services in the later
Development Lifecycle Stages or in procuring subcontractors in accordance with
paragraph 4.6, or adopt a competitive approach in accordance with paragraph 6.

Subsequent Development Lifecycle Stages where Development Services are procured
from Fujitsu Services

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5.3

5.4

5.5

5.6

If Fujitsu Services is required to provide Development Services after the Strategic
Approval Stage and the Start-up and Feasibility Stage and a competitive approach is not
adopted by Post Office as described in paragraph 6 of this Schedule B1.1, the remaining
provisions of this paragraph 5 shall be applicable.

The Development Lifecycle Stages that (subject to paragraphs 4.2 and 5.5) shall apply
after the Strategic Approval Stage and the Start-up and Feasibility Stage are described
below.

5.4.1 Requirements Stage, in which production of a full specification of the
requirements and Work Packages is led and managed by Post Office to form the
basis for solution specification and any subsequent contract for development,
implementation, acceptance and operational work.

5.4.2 Solution Definition Stage, managed by Fujitsu Services, in which Fujitsu Services
produces (i) a solution description as defined in the applicable Development
Methodology setting out the proposed solution in response to the Post Office's
Work Package requirements including any qualifications and caveats applicable
to those requirements and (ii) Change Work Orders detailing the price and
contractual terms applicable to the subsequent Development Lifecycle Stages
(and those applicable to any subsequent stage relating to operational service if
not dealt with in an associated CCN), including confirmation of the details and
scope of any work to be undertaken by any Sub-contractor located outside the
United Kingdom (together with the identity of any such Sub-contractor).

5.4.3 Solution Build and Test Stage, managed by Fujitsu Services, in which Fujitsu
Services undertakes the development, integration and testing of the solution
Work Package (other than any user testing or release validation testing or
elements of solution assurance which will be managed by Post Office) up to, and
including, its acceptance by Post Office.

5.4.4 Implementation Stage, managed by Fujitsu Services, in which Fujitsu Services
undertakes system and software rollout into the live environment (any necessary
Implementation of Branch Hardware having been carried out in accordance with
Schedule B1.3 and, as applicable, this Schedule) together with related planning
and change management, up to acceptance of the solution into live service. Post
Office related business implementation aspects shall be managed by Post Office.

In order to optimise the Development Lifecycle, Development Lifecycle Stages may
overlap or occur in parallel, be combined or, in exceptional cases, omitted. The method of
operation of the Development Lifecycle Stages for each development project will be set
out in the Development Methodology as agreed and documented in accordance with
paragraph 4.2.

Access to business users and clients

Post Office shall provide Fujitsu Services with reasonable access to informed and
empowered business users and clients early in the Development Lifecycle to enable

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5.7

5.8

5.9

5.10

5.

1

1

Fujitsu Services to understand the function/ cost trade offs early in the Development
Lifecycle. In some cases this may be achieved by Fujitsu Services’ provision of personnel
to work in the SIP in accordance with Schedule B1.2.

Access to technical experts

Fujitsu Services shall provide Post Office with reasonable access to informed and
empowered technical experts throughout the Development Lifecycle to enable Post
Office to understand the outputs of the Development Lifecycle.

Documentation

Documentation produced by Fujitsu Services during the Development Lifecycle for a
development project shall be limited to:

5.8.1 for development subsequent to Project HNG-X, unless Post Office notifies Fujitsu
Services otherwise, an update of all relevant documentation within the Solution
Baseline Documentation Set, the introduction of which, to the extent this
Agreement is updated, shall be subject to agreement under the Change Control
Procedure;

5.8.2 documents commissioned by Post Office under Work Order(s) for that
development project; and

5.8.3 documents otherwise required by Fujitsu Services for its own purposes.

With respect to documentation referred to in paragraphs 5.8.1 and 5.8.2, Post Office and
Fujitsu Services will agree a review process which provides appropriate and informed
input within a framework of efficient working. Both parties aspire to continuous
improvement and shall identify new approaches and technology to meet these goals.

Testing and Acceptance
The process applicable to testing of Releases developed for:

5.10.1 the Horizon Service infrastructure or the elements of the Horizon Service
Infrastructure used during the Roll Out Phase, including all Releases designated
by the Parties as ‘T Releases’, shall be as set out in the CCD entitled “Testing
Approach for the Horizon System” (VI/STR/064) together with the paper entitled
“T Release Testing Strategy (Post S92 Testing Strategy)” (version 0.1) (which the
Parties will develop into a CCD by the end of October 2006); and

5.10.2 the HNG-X Service Infrastructure after Initial Acceptance, shall be set out in the
presentation paper entitled “An Approach” (dated 31 March 2006) (which will be
developed by the parties into a CCD based on the testing approach for Project
HNG-X).

The process applicable to Acceptance of Releases developed for:

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5.11.1 the Horizon Service Infrastructure or the elements of the Horizon Service
Infrastructure used during the Roll Out Phase, including all Releases designated
by the Parties as 'T Releases’, shall be as set out in the CCD entitled “Horizon
Generic Release Acceptance Process” (PA/PRD/013); or

5.11.2 the HNG-X Service Infrastructure after HNG-X Initial Acceptance, shall be as set
out ina CCD which the Parties shall develop by HNG-X Initial Acceptance based
on the acceptance approach used for Project HNG-X.

Roles and Responsibilities

5.12. Subject to agreement to the contrary in the Work Order for any one or more Development
Lifecycle Stages, the following roles and responsibilities shall apply in relation to the
Development Lifecycle for each project:

5.12.1 Post Office Roles and Responsibilities

5.12.1.1 Post Office shall be responsible for its business change process
from conception, through preliminary business analysis, to solution
architecture and completion of the requirements capture.

§.12.1.2 Post Office shall carry out any responsibilities agreed by it as part of
a Work Order.

§.12.1.3 During the Development Lifecycle Post Office shall:

(a)

(b)

(c)

(d)

(e)

provide guidance on interpretation of the documents which
it owns;

appoint one delivery manager to manage each Work
Package from Post Office's perspective;

appoint one Design Authority, covering both business and
technical Work Package aspects;

provide appropriate levels of data for take-on of new
services (as will be described in more detail in the relevant
Work Order) except where such data already exists in the
Infrastructure or Post Office Cloud; and

ready its business to receive the solution (as will be
described in more detail in the relevant Work Order).

5.12.2Fujitsu Services Roles and Responsibilities

5.12.21 During the Development Lifecycle, Fujitsu Services shall

(a)

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complete the Work Orders as agreed with Post Office;

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§.12.2.2

§.12.2.3

(b)

(c)

(e)

provide guidance on interpretation of the documents which
it owns;

arrange a reasonable level of joint Work Package review
checkpoints;

be accountable for the quality of the solution delivered by
the Work Package to meet the agreed acceptance criteria;
and

provide points of contact/authority comparable to those set
out in paragraphs 5.12.1.3(b) and 5.12.1.3(c).

Fujitsu Services shall provide a measurement mechanism which
can be used to estimate the functional size and complexity of
software components and which can be used to estimate the
functional size and complexity of future software changes.

In accordance with agreed Work Order(s), Fujitsu Services shall
support Post Office in activities necessary for Post Office to
achieve:

(a)

(b)

certification, accreditation or assurance with its Clients or
other third parties; and

e-certification or re-accreditation with its Clients or other
third parties.

5.12.3Joint Roles and Responsibilities

§.12.3.1 During the Development Lifecycle, the Parties shall jointly:

(a)

(b)

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agree development project plans, including timescales,
milestones and dependencies, for each development
project to a level of detail to be agreed by the Parties on a
case by case basis;

consult with any other third party suppliers in the
development and agreement of these development project
plans;and

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§.12.3.2

§.12.3.3

§.12.3.4

(c) manage and implement the development project plans
specified in 5.12.3.1(a) above, in accordance with the
applicable provisions of Schedules A2, A3 and D2.

Where Fujitsu Services appoints a Sub-contractor to carry out
Development Services Fujitsu Services shall provide to Post Office:

(a) Sub-contractor progress reports as made available to Fujitsu
Services, to accompany Fujitsu Services’ progress reports;

(b) updated project plans as made available to Fujitsu Services,
to accompany Fujitsu Services’ project plans;

(c) risks and issues identified by the Sub-contractor included in
the Fujitsu Services risk register to enable such risks and
issues to be subject to the joint risk mitigation process in use
by Fujitsu Services and Post Office;

(d) requirement specifications provided to the Sub-contractor by
Fujitsu Services to enable Post Office to provide clarification
or assistance in the interpretation and understanding of such
specifications if necessary; and

(e) following a reasonable request from Post Office, other
information relating to the work of the Sub-contractor.

With regard to the information to be provided pursuant to 5.12.3.2 (a):

(a) Fujitsu Services shall be allowed to remove any confidential
information of the Sub-contractor provided that where such
information is the cause or likely cause of a material adverse
impact on the agreed timescale or budget for a Fujitsu
Services or Sub-contractor deliverable that information is
provided to Post Office appropriately modified only to protect
its confidentiality; and

(b) variations may be agreed between the Parties on a case by
case basis.

Fujitsu Services shall invite Post Office to attend progress meetings
with each Sub-contractor appointed to carry out Development
Services a minimum of once a month or to each progress meeting if
they are held less frequently than once a month.

Offshore Development

5.13 Fujitsu Services will propose which components of a solution are to be produced offshore
on a case-by-case basis and which aspects of development (design, development, test)
are to be produced offshore. Fujitsu Services shall provide reasonable notice to Post

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5.14

5.15,

5.16

5.17

6.1

Office to consider such proposals and shall seek Post Office agreement to these
proposals before they are implemented, such agreement not to be unreasonably
withheld. The decision to offshore the development of a component will be based on
information that will include architectural considerations, skills availability, development
knowledge, support constraints and security measures.

Before Fujitsu Services proposes to Post Office, pursuant to paragraph 5.13, that any
development work be undertaken offshore, Fujitsu Services shall, at no cost to the Post
Office, carry out an assessment of the potential risks involved in such work being
undertaken offshore. Such assessment shall consider any potential risks arising from the
physical, logical and management security standards to be followed by the offshore
developer undertaking such work.

Fujitsu Services shall disclose to Post Office (a) the results of the assessment referred to
in paragraph 5.14 and (b) details of the processes, procedures, systems and controls it
has or intends to put in place to address the risks identified in that assessment. The
commencement of any offshore development work shall be conditional on Post Office
confirming to Fujitsu Services that it is satisfied with such assessment and such
processes, procedures, systems and controls.

In the event that the Parties agree that it is necessary for the offshore developer to be
required to put in place any of the following security measures in respect of any
development work undertaken by it offshore:

(a) physically isolating its development environment for the development work
commissioned by Fujitsu Services on behalf of the Post Office from other areas,
with access restricted to only those resources of the offshore developer who are
carrying out such activities; and

(b) isolating the offshore developer's networks for such development environment
from other areas and other networks including data security, network security,
server security, document security and web security; then

as part of any such agreement, the Parties shall also agree any additional charges to be
paid by Post Office for those measures, such charges to reflect any additional costs
incurred by the offshore developer in implementing those measures.

Fujitsu Services shall be responsible for ensuring that the offshore developer implements
and observes any security measures disclosed to Post Office pursuant to paragraph
15.13 (to the extent they are relevant to the offshore developer) or agreed by the Parties
pursuant to paragraph 5.16. Other than as referred to in paragraph 5.16, the cost of such
security measures shall be borne by Fujitsu Services.

COMPETITIVE APPROACH

Having undertaken the Strategic Approval Stage and the Start-up and Feasibility Stage,
Post Office may decide to adopt a competitive approach for the development project in
which case the terms on which any subsequent Development Services are provided by
Fujitsu Services in relation to that development project will be determined through a
competitive process. Post Office shall specify the requirements and processes to be

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6.2

6.3

6.4

6.5

7A

7.2

73

applied to such competitive procurement, dividing the tasks into Work Packages which
may replicate the Development Lifecycle Stages.

If Post Office decides to adopt a competitive approach, the following provisions shall
apply:

6.2.1 If paragraph 2.1.2 applies in respect of a Work Package, Post Office shall procure
that Work Package from Fujitsu Services.

6.2.2 If Fujitsu Services has been appointed as the Preferred Systems Integrator and a
Work Package involves Systems Integration then, unless paragraph 2.1.2 applies,
Fujitsu Services shall be invited to compete for that Work Package in accordance
with paragraph 3.6 of Schedule A1.

6.2.3 In all other cases, Fujitsu Services shall not unreasonably be refused by Post
Office an opportunity to compete for any of the Work Packages.

All Work Packages awarded to Fujitsu Services as part of the competitive process
envisaged by this paragraph shall be procured by Work Order agreed under the Work
Ordering Procedure. Unless the Parties agree otherwise, the provisions of paragraph 5.6
to 5.12 shall apply in relation to such Work Orders.

Post Office shall, with assistance from Fujitsu Services in relation to Work Packages
awarded to Fujitsu Services, plan the stages involved in development work in order to
achieve appropriate time to market that may involve overlapping stages between Post
Office and its suppliers, including Fujitsu Services. However there shall be discrete
decision points such that Fujitsu Services shall be aware whether work undertaken by it in
one stage shall be followed by a competitive procurement in relation to the next stage.

Post Office may procure from Fujitsu Services the establishment of a test environment for
use by a third party developer, where required, as a specific Work Order at the rates and
charges set out in paragraph 10 of Schedule D1.

ACCESS TO AND PROVISION OF DOCUMENTATION RELATING TO THE HORIZON
SERVICE INFRASTRUCTURE

Post Office shall be entitled to have access to and use of Horizon Design Documentation
for any one or more Design Purposes subject to and in accordance with Clauses 30.15.

Internal Design Documentation

Any Internal Design Documentation to which Post Office is entitled to have access shall
be provided by Fujitsu Services to Post Office on an ‘as is’ basis without warranty or
commitment as to its quality, accuracy, completeness or fitness for purpose (all implied
warranties being excluded to the fullest extent permitted at law).

Specially Commissioned Design Documentation

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7.3.1

7.3.2

Post Office may commission Fujitsu Services to produce specially commissioned
design documentation for one or more Design Purposes (“Specially
Commissioned Design Documentation’).

Fujitsu Services warrants that such Specially Commissioned Design
Documentation shall be produced by appropriately qualified, experienced and
trained personnel with all due skill, care and diligence taking into account good
industry practice and their previous roles within Fujitsu Services relevant to the
subject matter of this Agreement, but any other implied warranties are excluded
to the fullest extent permitted at law.

74 Any Fujitsu Services Professional Services required by the Post Office or an applicable
third party to interpret the Horizon Design Documentation shall be provided to the Post
Office on a time and materials basis on the rates set out in Schedule D1, paragraph 10
and shall be subject to the confidentiality undertakings set out in Clause 30.15.2.

8. ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule B1.1:

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Document Reference Document Title

1. VI/STR/O86 T Release Testing Strategy (Post S92
Testing Strategy)
(CCD to be developed pursuant to
paragraph 5.10.1)

2 TST/GEN/STG/0004 Generic Testing Approach for HNG-X
(CCD to be developed pursuant to
paragraph 5.10.2)

3. PA/PRD/013 Horizon Generic Release Acceptance
Process

4. PGM/PAS/PRO/0008 Generic Release Acceptance
Process for HNG-X
(CCD to be developed pursuant to
paragraph 5.11.2)

5. PA/STR/003 Pathway Release Policy

6. SD/STD/001 (Replaced ) Horizon Office Platform Service Style
Guide (Replaced )

DES/APP/STD/0001 HNGX-UI Style Guide

7. VIISTR/O64 Testing Approach for the Horizon

System

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The following CRDs are associated with this Schedule B1.1:

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Document Reference

Document Title

No CRDs Applicable

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SCHEDULE B1.2

sIP

Version History

1.0 31/08/06 Agreed version as at date of
signature of CCN 1200

11 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

6.0 15/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu

6.1 14/09/09 Adding provisions for SIP
Executive Meetings

7.0 10/05/10 Moving all schedules to V7.0 as.
agreed with Fujitsu

8.0 21/02/12 Moving all schedules to V8.0 in
accordance with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in
accordance with CCN1349

10.0 10/09/15 Moving all Schedules to v10.0
in accordance with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in
accordance with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Moving all Schedules to V14.0

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2.2

23

SYSTEMS INTEGRATION PARTNERSHIP.
SCHEDULE B1.2
OBJECTIVES

The Parties intend that the SIP will act as a means of achieving the Joint Objectives set
out in Recitals (E)(d) to (g) (inclusive) of this Agreement.

The Parties agree that the key objectives of the SIP will be to:

1.2.1 _ identify initiatives to achieve Strive, with a particular emphasis on the delivery of
value added opportunities;

1.2.2 propose methods and processes for the management and overseeing of the
application and development of Post Office's information technology systems,
so as to drive value from Post Office's investment in information technology and
meet its overall business objectives; and

1.2.3. provide a mechanism through which innovative techniques, applications and
solutions can be developed and used to achieve the Joint Objectives set out in
Recitals (E)(d) to (g) (inclusive) of this Agreement.

OPERATION OF SIP

In connection with the SIP, Post Office shall have the option exercisable from time to
time to request and Fujitsu Services shall provide, subject to and in accordance with
paragraph 5, one or more personnel up to a maximum of 15 Fujitsu Services personnel
at any one time, or such other numbers of Fujitsu Services personnel as the Parties
may agree from time to time, to form part of the SIP Team, each such individual being a
“Fujitsu Services SIP Team Member”.

Members of the SIP Team shall be deployed by Post Office in accordance with
paragraph 4.1.2 and each member shall be under the day to day management of Post
Office in relation to the tasks performed by that member in accordance with paragraph
2.4.

Upon provision of a Fujitsu Services SIP Team Member in accordance with paragraph
5, the SIP Lead Manager will:

2.3.1 provide success criteria and objectives for the duration of that member's
engagement, as agreed with the Fujitsu Services Subject Lead for the Systems
Integration Partnership and Executive Relationship; and

2.3.2 have the right at all times, upon reasonable grounds, to require Fujitsu Services
to remove a Fujitsu Services SIP Team Member prior to the end of the term of
their engagement as a member of the SIP Team, and (if requested in

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accordance with paragraph 5.1) to replace a Fujitsu Services SIP Team
Member, and Fujitsu Services shall comply with such request as soon as
reasonably practicable following receipt. In each case Post Office shall not incur
any liability in relation to any such removal or replacement. At Fujitsu Services’
request, Post Office shall provide Fujitsu Services with its reasons for requiring
Fujitsu Services to remove a Fujitsu Services SIP Team Member.

24 The members of the SIP Team shall carry out such tasks as are allocated to them by
Post Office from time to time to meet the objectives in paragraph 1, including tasks in
the following areas and for the following purposes:

241

24.2

243

244

245

2.46

2.4.7

2.48

to take the lead in establishing and developing the enterprise architecture, the
associated programme management and selection of suitable related
information tools and processes;

to carry out scoping, strategy and feasibility studies from time to time as
requested by Post Office;

to propose and identify appropriate development methodologies for use on new
projects and programmes of work;

to propose and drive initiatives to achieve net savings in Post Office's costs in
respect of current and future IT developments;

to assist in formulating and documenting Post Office IT strategic plans;

to assist in formulating and validating Post Office business cases (including the

specification of Post Office’s business requirements relating to information

systems and services);

to provide or facilitate the provision of to Post Office information relating to

and/or access to new technology, concepts and techniques developed or

accessible by the Fujitsu Services Group or Fujitsu Limited:

2.4.7.1 where such information or access would be relevant to and capable of
application to the Services or Fujitsu Services' role (if appointed) _as

Preferred Systems Integrator; and

2.4.7.2 only in so far as Fujitsu Services is entitled to provide to Post Office
such information or access;

to carry out initiatives brought by Fujitsu Services into any strategies that:
2.4.8.1 create net savings in Post Office's non-IT costs; or

2.4.8.2 create additional revenue from new product developments; and

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25

3.1

3.2

44

5.1

2.4.9 to undertake requirements assurance to determine whether initiatives meet Post
Office's business objectives.

Fujitsu Services shall ensure it provides members for the SIP Team in accordance with
paragraph 5 who have such skills, expertise, access to and knowledge of technology as
required to perform the role requested in accordance with paragraph 5.1.1 and to meet
the objectives in paragraph 1.

SIP RELATIONSHIP AND GOVERNANCE

The governance of the SIP shall be in accordance with the Systems Integration
Partnership and Executive Relationship as set out in Schedule A2 and any Disputes
arising in respect of this Relationship shall be dealt with in accordance with Schedule A2
to this Agreement.

The Parties agree that the provisions relating to the SIP in Schedule A2 will be used as
means of deploying, and utilising, the SIP Team effectively on tasks with a view to
leading to the achievement of Gain Share.

SIP LEAD MANAGER RESPONSIBILITIES

In relation to the SIP, the SIP Lead Manager shall be responsible for:

4.1.1 requesting members of the SIP Team;

4.1.2 deploying and managing members of the SIP Team, subject to any directions
given by the Systems Integration Partnership and Executive Relationship;

4.1.3. reporting on SIP activities and achievements to the Systems Integration
Partnership and Executive Relationship;

4.1.4 approving replacements of, or removing, members of the SIP Team from time to
time; and

4.1.5. producing and maintaining a rolling plan for the activities to be undertaken by
members of the SIP Team.

POST OFFICE ORDERING OF SIP RESOURCE

Any request for Fujitsu Services member(s) of the SIP Team shall be made by the SIP
Lead Manager to Fujitsu Services in accordance with Schedule D2 as a request for a
Work Package and such request shall specify in writing (as a minimum):

5.1.1 the proposed role, skills and expertise required;

5.1.2 the preferred start date; and

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5.2

5.3

5.4

5.5

5.6

5.7

5.1.3 the proposed duration of the proposed engagement.

Following a request under paragraph 5.1, Fujitsu Services shall offer as soon as
reasonably practicable appropriate member(s) for the SIP Team for the proposed role(s)
in accordance with Schedule D2 in response to that request for a Work Package, being
either a person:

5.2.1 specifically requested by Post Office; or

5.2.2 if no such request is made or that person is unavailable, a person Fujitsu
Services considers suitable for the proposed role.

Post Office shall have the right, at its sole discretion, to approve or reject any person put
forward by Fujitsu Services for a proposed role but shall otherwise take up the offer
made by Fujitsu Services, if it wishes to do so, by means of a Work Order in accordance
with Schedule D2.

Each engagement of a Fujitsu Services SIP Team Member shall be subject to the terms
and conditions set out in annex D of the CCD entitled “Standard Terms and Conditions
for Work Orders” (BP/STD/003) and the execution of a personal confidentiality
undertaking pursuant to paragraph 10.

Notwithstanding the agreed duration for the engagement of a Fujitsu Services SIP Team
Member as a member of the SIP Team, Fujitsu Services shall be entitled to undertake
rotation of Fujitsu Services SIP Team Members, planned in consultation with Post
Office, to ensure members of the SIP Team provided by Fujitsu Services have the
requisite skills and/or knowledge refresh. For the purposes of this paragraph 5.5,
‘rotation’ shall mean the removal of a Fujitsu Services SIP Team Member from the SIP.
Team and his replacement and/or his allocation to a different role within the SIP Team.

If required by Post Office, Fujitsu Services will procure that the relevant Fujitsu Services
SIP Team Member will undertake his or her duties at a Post Office site as directed by
the SIP Lead Manager.

Fujitsu Services shall not be obliged to make any Fujitsu Services SIP Team Member
available for service during any period of incapacity on the part of that member due to
illness or injury. In such circumstances, Post Office shall have the right to require the
removal of that individual from the SIP Team in accordance with paragraph 2.3.2 where
such individual is incapacitated for a period of one month or more (as aggregated)
during the term of his or her engagement and such right shall, for the purposes of
paragraph 2.3.2, be deemed to be upon reasonable grounds in such circumstances.

CHARGES FOR SIP RESOURCE

The SIP Charges shall apply in accordance with the provisions of paragraph 11 of
Schedule D1.

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7. GAIN SHARE
74 On the basis that the SIP Charges are derived from Fujitsu Services’ costs of

7.2

10.

10.1

employment as described in paragraph 11 of Schedule D1, the Parties intend that the
mechanism of Gain Share will operate as a means of recognising contributions made by
the SIP Team in achieving the Joint Objectives set out in Recitals (E)(d) to (g) (inclusive)
of this Agreement.

Accordingly, the sharing of any benefits resulting from cost saving initiatives or future
development work arising out of the tasks carried out by the SIP Team shall be
determined in accordance with Schedule D3.

FUJITSU SERVICES RESPONSIBILITY

Fujitsu Services shall be responsible for the acts and omissions of Fujitsu Services SIP
Team Members as though such acts or omissions were Fujitsu Services’, save if and to
extent such acts or omissions directly relate to tasks duly performed by Fujitsu Services
SIP Team Members that have been allocated to such individuals in accordance with
paragraph 2.4 under Post Office management pursuant to paragraph 2.2, in which case,
notwithstanding Clause 58, Post Office shall, without prejudice to paragraph 2.5 of this
Schedule and clause 9.2 of Annex D of the CCD entitled “Standard Terms and
Conditions for Work Orders" (BP/STD/003), be responsible for such acts and omissions.

POST OFFICE INDEMNITY

Post Office shall indemnify and keep indemnified Fujitsu Services against any and all
liability suffered or incurred by Fujitsu Services as a result of claims made against it by
any of the Fujitsu Services SIP Team Members arising out of or in connection with,
during the course of performing their role as a Fujitsu Services SIP Team Member, acts
or omissions of Post Office, its employees, contractors or SIP Team members (other
than SIP Team members provided by Fujitsu Services) (including, without limitation, any
acts or omissions in respect of the Post Office exercising its rights under paragraphs
2.3.2 or 5.7), if and to the extent such acts or omissions constitute harassment or
discrimination by the Post Office.

CONFIDENTIALITY
In relation to the SIP:

10.1.1 Fujitsu Services shall procure that each Fujitsu Services SIP Team Member
shall execute a personal confidentiality undertaking in the form attached in the
Annex A to this Schedule B1.2 which shall govern the disclosure of Confidential
Information insofar as such Confidential Information is obtained in the course of
that person carrying out his or her role in the SIP and which:

10.1.1.1 relates to IT technologies and solutions, service management, prices,
services, contracts or other proprietary information or commercial

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10.1.2

10.1.3

10.1.4

affairs of Post Office, a member of the Royal Mail Group or any IT
suppliers; or

10.1.1.2relates to any procurement or other supplier selection activity
undertaken by Post Office; or

10.1.1.3 relates to Post Office's management of Fujitsu Services and its
subcontractors or its management of other IT suppliers, including
without limitation, budgets, business cases, project authorisation,
change control and disputes; or

10.1.1.4 relates to the specification, review and approval of work that may be
awarded to Fujitsu Services or other IT suppliers; or

10.1.1.5is normally only accessible by employees of Post Office or a member
of the Royal Mail Group and to which the Fujitsu Services SIP Team
Member is given access in the course of carrying out his or her
assignment with Post Office and was made aware or ought reasonably
to have been aware of such restricted access; or

10.1.1.6is stated in writing by Post Office to be Confidential Information
disclosed for the purposes of the activities of the SIP,

(“SIP Confidential Information”);

Fujitsu Services shall ensure that all employees and directors of Fujitsu
Services who work with Fujitsu Services SIP Team Members are aware that
such members are required to keep SIP Confidential Information confidential
and that if such employees or directors should obtain any SIP Confidential
Information that they too shall keep it confidential and keep it secure in the
same way as Fujitsu Services secures its own Confidential Information.

At any time on written demand from Post Office, the SIP Confidential
Information and all documents and other materials in which it is contained
(including all copies) in the possession or control of Fujitsu Services SIP Team
Members, Fujitsu Services, a member of the Fujitsu Services Group or a
subcontractor of Fujitsu Services shall be delivered to Post Office or destroyed,
if Post Office so chooses, as soon as is reasonably practical;

Fujitsu Services shall:
10.1.4.1 procure that each Fujitsu Services SIP Team Member complies with the
terms and conditions of his or her personal confidentiality undertaking

entered into in accordance with paragraph 10.1.1;

10.1.4.2 ensure that no employee of Fujitsu Services, a member of the Fujitsu
Services Group or its subcontractors who is not a Fujitsu Services SIP

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11.

12.

12.1

Team Member solicits disclosure of any SIP Confidential Information
from any Fujitsu Services SIP Team Member; and

10.1.4.3 ensure that SIP Confidential Information in the possession or control of
each Fujitsu Services SIP Team Member in tangible form is returned to
Post Office and all electronic copies of such information in the
possession or control of the Fujitsu Services SIP Team Member are
irretrievably deleted on completion of that Fujitsu Services SIP Team
Member's assignment to the SIP;

10.1.5 this paragraph 10 shall not be deemed to imply the grant of Fujitsu Services’
agreement or consent to the disclosure by Post Office to a third party of (i) any
Confidential Information under this Agreement or (ii) other information disclosed
to Post Office by Fujitsu Services pursuant to an obligation of confidentiality;
and

10.1.6 Post Office shall ensure that it has obtained all agreements and consents
necessary for the disclosure of any third party information to Fujitsu Services
SIP Team Members, including as may be required under the FOIA or the EIR, in
respect of which paragraph 2.9 of Schedule A4 shall apply.

SIP AND EXECUTIVE RELATIONSHIP
In relation to the SIP and Executive Relationship meetings Fujitsu Services shall
procure that before any disclosure or discussion of SIP Confidential Information takes

place;

11.1.1. both parties will sign the Confidentiality Agreement attached to this Schedule as
Annex B;

11.1.2 each FS SIP and Executive Relationship member (As defined in Annex B to this
Schedule, paragraph 1.1) must sign a SIP and Executive Relationship

Undertaking Form, attached as Annex C to this Schedule; and

11.1.3. each FS SIP and Executive Relationship member must have read and
understood the provisions of the Confidentiality Agreement.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule B1.2:

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Document Reference Document Title
1. BP/STD/003 Standard Terms and Conditions for
Work Orders

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12.2 I There are no CRDs associated with this Schedule B1.2.

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To:

ANNEX A

Form of Undertaking

C1

Fujitsu Services Limited.
Post Office Account
Lovelace Road

Bracknell

Berks RG12 8SN

Signed:

Name:

Date:

I am [an employee of][contracted to] Fujitsu Services Limited and have been assigned
to a role in the Systems Integration Partnership established by Post Office Limited.

I confirm that I have received a copy of the confidentiality provisions set out in
paragraph 10 of Schedule B1.2 of the Agreement between Post Office Limited and
Fujitsu Services Limited dated 28th July 1999 (as amended) relating to information I
may receive in that role (the “Confidentiality Provisions”).

! will deal with all SIP Confidential Information in accordance with the manner
prescribed in the Confidentiality Provisions and I undertake to keep such information
safe and confidential, as set out in the Confidentiality Provisions. 5.The definitions
contained in the Confidentiality Provisions shall apply in this undertaking.

I, the undersigned individual, acknowledge and agree that nothing in this undertaking
shall confer on any third party any benefit, nor the right to enforce any of its
provisions.

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ANNEX B - Confidentiality Agreement

Acceptance of Information in Confidence from Post Office LTD.

BETWEEN

POST OFFICE LTD. Registered in England and Wales, under registered number
2154540, whose registered office is 148 Old Street, London EC1V 9HQ (“POL”),
and;Fujitsu Services Limited whose registered office is at 22 Baker Street, London
W1U 3BW (“Fujitsu”).

RECITAL

Pursuant to arrangements between the parties, a Systems Integration Partnership (“SIP”)
has been established (as defined below). Members of the SIP and Executive Relationship
(as defined below) will discuss Special Confidential Information (as defined below) and the
parties have agreed that the following terms shall apply to such provisions.

AGREEMENT

1.

Definitions used in this Agreement:

1.1. Fujitsu SIP and Executive Relationship Member means a Fujitsu employee
attending the SIP and Executive Relationship meeting.

1.2. Fujitsu SIP Member means an employee of Fujitsu or an individual who, whilst not
an employee, performs the tasks of employees under contract to Fujitsu who, by
agreement between the parties, is assigned to a role in the SIP.

1.3. Other Agreements means the agreement between POL and Fujitsu dated 28 July
1999 and any other written non-disclosure or confidentiality agreement between
them;

1.4. Other IT Suppliers means any company other than Fujitsu (and its subcontractors)
which provides (or is being considered as a potential provider of) IT services, other
services or equipment to POL.

1.5. SIP and Executive Relationship means a contractual meeting to govern the
Systems and Integration Partnership and Executive Relationship set out in
Schedule A2 of the Main Agreement.

1.6. Special Confidential Information means information which the Fujitsu SIP
Members obtain in the course of carrying out their roles in the SIP and which:

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1.6.1

1.6.2.

1.6.3.

1.6.4.

1.6.5.

1.6.6.

relates to IT technologies and solutions, service management, prices,
services, contracts or other proprietary information or commercial affairs of
Other IT Suppliers; or

relates to any procurement or other supplier selection activity undertaken
by POL; or

relates to POL's management of Fujitsu and its subcontractors or its
management of Other IT Suppliers, including without limitation, budgets,
business cases, project authorisation, change control and disputes; or

relates to the specification, review and approval of work that may be
awarded to Fujitsu or Other IT Suppliers; or

is normally only accessible by employees of POL, its holding company or a
member of its holding company's group and to which the Fujitsu SIP and
Executive Relationship Member has access in the course of carrying out
their assignment with POL; or

is stated in writing to be such by POL.

1.7. Systems Integration Partnership (“SIP”) means the team established by POL
comprised of SIP Members, employees of POL and individuals who, whilst not
employees of POL, performs the tasks of such employees under contract to POL,
to carry out such tasks (related to the development of POL's business and
systems architecture and the specification of POL’s business requirements
relating to information systems and services) as POL may from time to time assign
to that team.

2. Fujitsu shall provide each Fujitsu SIP and Executive Relationship Member, before they
attend any SIP and Executive Relationship meeting, with a copy of this Agreement, and
shall ensure that no Fujitsu SIP and Executive Relationship Member takes up such role
without having first executed a personal confidentiality undertaking in the form set out in

the Annex.

3. Fujitsu shall ensure that:

3.1. Fujitsu SIP and Executive Relationship Members do not disclose Special
Confidential Information to any person other than POL employees, individuals who
perform the tasks of such employees within POL, other Fujitsu SIP and Executive
Relationship Members, SIP members, and such other persons as POL may
authorise in writing to receive it;

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3.2. Special Confidential Information is used only for the purposes of performing tasks
assigned to the Fujitsu SIP Members and discussion at the SIP and Executive
meetings, or other purposes for which it is provided, as specified by POL to each
Fujitsu SIP and Executive Relationship Member. In the case of information provided
by or relating to another IT Supplier, such purpose is restricted to POL's
procurement or receipt of services or equipment from such supplier unless POL.
advises the Fujitsu SIP and Executive Relationship Member otherwise;

3.3. No employee of Fujitsu or its subcontractors who is not a Fujitsu SIP and Executive
Relationship Member or Fujitsu SIP Member solicits disclosure of any Special
Confidential Information from any Fujitsu SIP and Executive Relationship Member;
and

3.4. Special Confidential Information held by each Fujitsu SIP and Executive
Relationship Member in tangible form is returned to POL and all electronic copies
of such information held by the Fujitsu SIP and Executive Relationship Member are
irretrievably deleted on completion of that Fujitsu SIP and Executive Relationship
Member's assignment as a SIP and Executive Relationship Member.

4. Fujitsu shall ensure that all employees and directors of Fujitsu who work with Fujitsu
SIP and Executive Relationship Members are aware that Fujitsu SIP and Executive
Relationship Members are required to keep Special Confidential Information confidential
and that if such employees or directors should obtain any SIP Confidential Information
(or other Fujitsu directors or employees in receipt of Special Confidential Information)
that they too shall keep it confidential and keep it secure in the same way as Fujitsu
secures its own confidential information. At any time on written demand from POL, the
Special Confidential Information and all documents and other materials in which it is
contained (including all copies) in the possession or control of Fujitsu or a subcontractor
of Fujitsu shall be delivered to POL or destroyed, if POL so chooses, as soon as is
reasonably practical.

5. Neither this Agreement nor, for the avoidance of doubt, any undertaking signed by a
Fujitsu SIP and Executive Relationship Member in the form set out in the Annex shall

apply to Special Confidential Information;

5.1. which can be shown to have been published or lawfully known to Fujitsu from some
source other than POL; or

5.2. lawfully known to the Fujitsu SIP and Executive Relationship Member other than in
the course of his assignment; or

5.3. which becomes publicly available other than through a breach of this Agreement or
a breach of any Other Agreement; or

5.4. which has been or is subsequently disclosed to Fujitsu under any Other Agreement.

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6. This Agreement shall not be deemed to imply the grant of or agreement to grant a
licence of any of its intellectual property rights by POL.

7. For the avoidance of doubt, nothing in this Agreement shall confer on any third party
any benefit nor the right to enforce any term of this Agreement.

8. This Agreement shall not be deemed to imply the grant of Fujitsu's agreement or
consent to the disclosure by POL of any information disclosed to POL by Fujitsu under
any Other Agreement, other than in accordance with such Other Agreement.

9. This Agreement is governed by and shall be construed in accordance with English Law
and the parties hereby submit to the exclusive jurisdiction of the High Court of England
and Wales.

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Signed by

for and on behalf of Fujitsu Services Limited

Name in block capitals: Guy Wilkerson
Title: Commercial Director
Address: Lovelace Road,

Bracknell

RG12 8SN

Date:

Signed by

For and on behalf of Post Office Limited

Name in block capitals:
Title:
Address:

Date:

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ANNEX C

SIP and Executive Relationship Undertaking Form

To:

[NAME]

Fujitsu Services Ltd.
Post Office Account
Lovelace Road
Bracknell

Berks RG12 8SN

I am an employee of Fujitsu Services Limited who will be attending the SIP and
Executive Relationship meeting.

2. I confirm that I have received a copy of the confidentiality agreement between Post
Office Limited and Fujitsu Services Limited dated xx/xx/xxxx relating to information I
may be involved in discussions of in the SIP and Executive Relationship meeting (the
“Confidentiality Agreement’).

3. I will deal with all Special Confidential Information in accordance with the manner
prescribed in the Confidentiality Agreement and I undertake to keep such information
safe and not to disclose it to any person not entitled to receive it, as set out in the
Confidentiality Agreement.

4. The definitions contained in the Confidentiality Agreement shall apply in this
undertaking.

5. Fujitsu Services Limited and the undersigned individual acknowledge and agree that
nothing herein shall confer on any third party any benefit, nor the right to enforce any of
its provisions.

Signed:

Name:

Date:

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SCHEDULE B1.3

BRANCH HARDWARE IMPLEMENTATION SERVICES

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all schedules to V8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Updating as per CCN1423c and moving all
Schedules to v11.0 in accordance with CCN1604

12.0 03/07/17 Moving all Schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Updating as per CCN1649 and moving all Schedules
tovi4.0

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3.4

3.2

3.3

4.1

4.2

4.3

SCHEDULE B1.3
BRANCH HARDWARE IMPLEMENTATION SERVICES
DEFINITIONS

In this Schedule B1.3 the term Branch shall have the same meaning as set out in
Schedule’ (Interpretation), save that where Implementation activities occur in respect of
other premises such as, without limitation, CTOs, the term Branch in this Schedule B1.3
shall, in respect of such Implementations, be read to include such premises.

INTRODUCTION

This Schedule B1.3 sets out provisions and governing principles regarding the
Implementation of Branch Hardware and Stand-Alone Hardware.

HARDWARE IMPACT ASSESSMENT

Where Post Office wishes to carry out the Implementation of Branch Hardware it shall
procure a Hardware Impact Assessment from Fujitsu Services.

Where Post Office wishes to carry out the Implementation of Stand-Alone Hardware it
may procure a Hardware Impact Assessment from Fujitsu Services.

Where Hardware Impact Assessments for Branch Hardware or Stand-Alone Hardware
are procured in accordance with paragraphs 3.1 or 3.2 of Schedule B1.3, such
Hardware Impact Assessments shall be carried out by the Parties jointly.

IMPLEMENTATION OF BRANCH HARDWARE AND STAND-ALONE HARDWARE

Where following Hardware Impact Assessment Post Office decides to proceed with
Implementation and procure the applicable Branch Hardware or Stand-Alone Hardware
Post Office shall either:

4.1.1 procure the entire Implementation (other than elements specifically reserved to
Post Office) from Fujitsu Services; or

4.1.2 procure certain of those elements of the Implementation from Fujitsu Services
and either carry out the remaining elements itself or contract with third parties to
do so.

The table set out in the Annex to this Schedule sets out a non-exhaustive list of those
elements of the Implementation of Branch Hardware or Stand-Alone Hardware which
may be carried out by Post Office, Fujitsu Services and third parties.

Where Fujitsu Services is intended to carry out the whole, or any element, of the
Implementation of Branch Hardware (including a Hardware Impact Assessment and
related planning activities) the Work Ordering Procedure shall be used for the relevant
Work Package Elements and the provisions of paragraph 5 of this Schedule shall apply

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44

45

5.1

5.2

5.3

6.1

to such Implementation in addition to the Change Work Order agreed as part of the
relevant Work Order. In the event of any conflict between such Change Work Order
and the provisions of this Schedule, the Change Work Order shall prevail.

Where Fujitsu Services is intended to carry out the whole, or any element, of the
Implementation of Stand-Alone Hardware, the Work Ordering Procedure shall apply and
the provisions of paragraph 5 shall apply as though references to “Branch Hardware”
were to "Stand-Alone Hardware".

Where any third party carries out the whole, or any element, of the Implementation of
Branch Hardware or Stand-Alone Hardware, the provisions of paragraph 6 of this
Schedule shall apply to such Implementation.

PROVISIONS APPLICABLE TO ELEMENTS OF IMPLEMENTATION PROVIDED BY
FUJITSU SERVICES

Charges
Fujitsu Services’ prices for Implementation, or any element of Implementation, shall be

based, unless otherwise agreed by the Parties, on the principles set out in paragraph
13.4 of Schedule D1.

Liability, Risk And Title

Where Fujitsu Services (or its chosen third party supplier) carries out Installation it shall
be liable for any damage to:

5.2.1 physical property (including, for the avoidance of doubt, damage to the
Infrastructure) together with any reasonable costs incurred by Post Office in
repairing such damage (including the cost of work involved); and

5.2.2 data (in which case Fujitsu Services is responsible for retrieving such data),

which occurs at a Branch as a direct result of such Installation work.

Non-technical support

For each Installation Post Office shall provide non-technical operational support (e.g.
access to Branches).

PROVISIONS APPLICABLE WHERE ELEMENTS OF IMPLEMENTATION PROVIDED
BY POST OFFICE OR A THIRD PARTY

Commercial/Contractual Relationship

The commercial/contractual relationship between Post Office, Fujitsu Services and any
third party supplier, including the charges payable to Fujitsu Services by Post Office,
shall be agreed on a case by case basis for each Implementation. The parties may
adopt whatever commercial/contractual structure is appropriate for the particular

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6.2

63

6.4

circumstances. However, the commercial/contractual arrangement must take into
account the impact on the systems and services provided to Post Office by Fujitsu
Services. Fujitsu Services shall not unreasonably refuse to accept proposed
commercial/contractual terms for the Implementation of Branch Hardware or Stand-
Alone Hardware. Fujitsu Services may base its decision to reject proposed terms on
commercial and/or an adverse outcome of Hardware Impact Assessment.

Branch Hardware Procurement

Until 318 March 2015, where Post Office procures Branch Hardware from a third party,
a warranty clause (the terms of which shall be agreed with Fujitsu Services, such
agreement not to be unreasonably withheld) must form part of the purchase agreement
for the Branch Hardware between the Post Office and the third party. Until 31st March
2015, prior to physical transfer of the Branch Hardware to Fujitsu Services or
incorporation of the Branch Hardware into the Infrastructure (whichever is earlier) Post
Office shall use reasonable endeavours to transfer to Fujitsu Services the benefit of and
right to the third party warranty provisions.

Installation

6.3.1 Fujitsu Services shall not unreasonably refuse to give Post Office, or its
designated supplier, the authority to disconnect and reconnect elements of the
Infrastructure at Branches as part of an Installation.

6.3.2 Where Post Office (or its chosen third party supplier) carries out Installation it
shall be liable for any damage to physical property or data which occurs at a
Branch (including, for the avoidance of doubt, damage to the Infrastructure) as
a direct result of such Installation work.

6.3.3 Notwithstanding paragraph 6.3.2, where Post Office or its third party supplier
carries out Installation work, Fujitsu Services shall be liable for any damage to
the Infrastructure or data in accordance with paragraph 5.2 where:

6.3.3.1 such damage occurred as a result of the Post Office or its chosen third
party supplier carrying out such Installation work in accordance with

installation specifications provided by Fujitsu Services;

6.3.3.2 the damage would not have occurred if the Fujitsu Services installation
specifications had not been followed; and

6.3.3.3 Post Office or its third party supplier acted in the manner of a
reasonable and skilled provider of Installation services in following the
installation specifications.

Service Levels

Fujitsu Services shall be granted relief from any applicable Service Levels:

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6.4.1

6.4.2

where such relief is agreed as part of the contractual arrangements for the
Implementation; and/or

to the extent that performance in respect of such Service Levels is impacted by
Implementation activities carried out by Post Office or Post Office's third party
supplier, save where the Service Level impact results from Fujitsu Services
carrying out obligations which Fujitsu Services is contractually required to
undertake as part of the Implementation,

such relief to be agreed by the Service Management Relationship.

7. ASSOCIATED DOCUMENTS

7.4 There are no CCDs associated with this Schedule B1.3.

7.2 There are no CRDs associated with this Schedule B1.3.

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IMPLEMENTATION OF BRANCH HARDWARE AND STAND-ALONE HARDWARE

ANNEX TO SCHEDULE B1.3

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Fujitsu
Services

Post Office

installation specifications
in respect of Branch
Hardware.

Hardware = Impact Y Y
Assessment-
Branch Hardware
Hardware = Impact Y Y
Assessment- Stand
Alone Hardware
Hardware (includes procurement of I N Y
Procurement integral software and
hardware tools)
Implementation Testing of Branch I ¥ N
Support Hardware and provision of
test results.
Provision of tests to be I ¥ N
carried out by third parties
in respect of Branch
Hardware.
Rollout of software tothe I ¥ N
Infrastructure to facilitate
Installation.
Provision of bespoke I Y N
software tools to facilitate
connection to or
disconnection from the
Infrastructure.
The provision of I N N

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Testing of Stand-Alone
Hardware and provision of
test results.

Provision of tests to be
carried out by third parties
in respect of Stand-Alone
Hardware.

The provision of
installation specifications
in respect of Stand-Alone
Hardware.

Resolution of incidents
where such __ incidents
concern the Infrastructure
or any of the services or
software provided by
Fujitsu Services as part of
Implementation Support.

Installation
Management

The booking of Installation
procedures with
Branches.

Time-tabling Branch
Installation visits.

Providing ‘first point of
contact’ support for
Installations, directing
support queries to
relevant parties and,
where communicating
support responses.

Installation

Non-technical assistance
(e.g. access to Branches).

Branch surveys.

Delivery of Branch
Hardware / Stand-Alone
Hardware to Branches.

Modification of Branch
Hardware _/ Stand-Alone

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Hardware to facilitate
installation of the Branch
Hardware / Stand-Alone
Hardware.

Physical installation,
replacement or removal of
Branch Hardware / Stand-
Alone Hardware.

Testing at Branches to
determine/facilitate
installation of the Branch
Hardware / Stand-Alone
Hardware.

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SCHEDULE B2
BUSINESS CONTINUITY

Version History

Version No. Date Comments

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

61 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with CCN1349

10.0 10/09/15 CCD Update and moving all Schedules to v10.0 in

accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1423c and moving all
Schedules to V11.0 in accordance with CCN1604

12.0 03/07/17 Applying changes as per CCN 1610 and moving all
schedules to V12.0

13.0 Updating as per CCN1616b, CCN1617a and moving all
Schedules to v13.0

14.0 20/12/2021 Updating as per CCN1648b, CCN1672a and moving all
Schedules to v14.0

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SCHEDULE B2
BUSINESS CONTINUITY
GENERAL

Fujitsu Services shall ensure that the Applicable Services are supported by Business
Continuity Plans. Where requested by Post Office and agreed by Fujitsu Services (such
agreement not to be unreasonably withheld) Fujitsu Services shall ensure that new
services are supported by Business Continuity Plans.

Except in relation to the Payment and Banking Service, Fujitsu Services shall provide
Post Office with a copy of every Business Continuity Plan, as and when created. Without
prejudice to Fujitsu Services’ obligations in respect of the Business Continuity Plans set
out in this Schedule B2, the Business Continuity Plans shall not be subject to Post Office
approval. For Payment and Banking Service Fujitsu Services shall provide to Post Office
on request a high level oversight of its Business Continuity capability in the format of a
matrix summary via remote access only

Fujitsu Services shall ensure that the Business Continuity Plans for the Applicable
Services are compatible with the overall service continuity framework set out in the CCD
entitled “HNG-X Business Continuity Framework” (SVM/SDM/SIP/0001).

Ownership of all contingency actions shall be identified in the Business Continuity Plans.
Contingency actions to be undertaken by Post Office in the event a Business Continuity
Plan is activated, shall be agreed by the Parties before inclusion in that plan.

The Business Continuity Plans shall include activation procedures and time periods within
which the contingency measures shall be activated.

The testing strategy for Business Continuity Plans shall be in two distinct parts:

1.6.1 _ initial testing before commencing the implementation of new services introduced
under the Change Control Procedure; and

1.6.2 regular testing of relevant Service components.

Except in relation to the Payment and Banking Service, the Business Continuity Plans,
the scheduling of regular tests and the review of such tests shall be subject to joint
periodic review (at least four times per year) by the Business Continuity Managers, the
findings of such reviews to be reported to the Service Management Relationship.

When a contingency or continuity operation is invoked as a result of a fault in the
Applicable Services provided by Fujitsu Services, then the provisions of the relevant
Service Description(s) that are affected shall continue to apply.

Fujitsu Services shall co-operate with Post Office and provide such assistance as is
reasonably requested by Post Office for the purposes of business continuity and fail-over
testing of End to End Services (excluding the elements of End to End Services provided

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1.10

24

by Fujitsu Services). In the event that such co-operation and assistance is requested by
Post Office, Post Office and Fujitsu Services shall agree the method of working and the
periods for, timing and frequency of such testing so as to minimise disruption and risks to
the operation of the HNG-X Services and/or the HNG-X Service Infrastructure. Fujitsu
Services' charges in respect of such co-operation and assistance (which shall be paid by
Post Office to Fujitsu Services) shall be calculated on a time and materials basis using
Fujitsu Services' rates as set out in paragraph 10.4 of Schedule D1.

Fujitsu Services shall comply with its obligations (if any) set out under the section entitled
"Business Continuity" in the Service Descriptions.

Fujitsu Services shall carry out an annual assessment of its Business Continuity Plans
for the Payment and Banking Service, comprising an awareness, training and exercise &
testing programme. Fujitsu Services will ensure that suitable actions are taken to
remediate any issues that are identified and shall promptly implement lessons learned
and update its Business Continuity Plans as appropriate. Any results of any testing
undertaken can be shared via remote facilities, however no actual copies will be supplied
to Post Office

Fujitsu Services shall undertake an independent audit of its Business Continuity Plans for
the Payment and Banking Services to ensure that they are compliant with ISO
22301:2019

PLAN UPDATES

Fujitsu Services shall update the CCD entitled “HNG-X Business Continuity Framework”
(SVM/SDM/SIP/0001)) to include any:

2.1.1 references to new Business Continuity Plans and/or tests necessary to reflect:

2.1.1.1. any new services introduced under the Change Control Procedure
(other than in the case of Payment and Banking Services for which a
separate high-level matrix Business Continuity Plan will be shared with
Post Office remotely); and

2.1.1.2 changes to Applicable Services brought about as a result of the
introduction of new services,

and shall submit that updated CCD to Post Office (for agreement) by the
applicable date specified in the relevant project plan (if any) or otherwise agreed
between the Parties; and

2.1.2 changes to references to Business Continuity Plans and descriptions of tests (to
the level of detail required in the CCD entitled “HNG-X Business Continuity
Framework” (SVM/SDM/SIP/0001)) necessary to reflect changes to any
Applicable Service such updates to be submitted to Post Office at such times as
the changes take place.

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2.2

All updates to the CCD entitled “HNG-X Business Continuity Framework”
(SVM/SDM/SIP/0001)) submitted to Post Office in accordance with paragraph 2.1 are
subject to agreement by Post Office, such agreement not to be unreasonably withheld.

3. MISCELLANEOUS.

3.1 In the event of any major business continuity incident (“MBCI”"), and when agreed
necessary by Post Office and Fujitsu Services' Business Continuity Managers for
potential MBCls, Fujitsu Services shall provide a report according to the principles set out
in the Working Document entitled “Operational Level Agreement for Business Continuity
between Post Office Ltd and Fujitsu Services” (CON/NGN/005).

4. Removed by CCN1648b

5. Paragraph removed by CCN1610

5.1 Not Used

5.2 Not Used

5.3 Not Used

6. ASSOCIATED DOCUMENTS

6.1 The following CCDs are associated with this Schedule B2:

Document Reference Document Title
4
HNG-X Business Continuity Framework
SVM/SDM/SIP/0001
2 Not Used Not Used
3 Withdrawn in CCN1616b
4 Not Used Not Used
6.2 There are no CRDs associated with this Schedule B2.

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SCHEDULE B3.1
HNG-X Services
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
1.4 26/09/06 Minor corrections by PO
1.2 11/10/06 Further minor corrections from FS
1.3 07/12/06 Further minor corrections from FS
1.4 19/01/07, Further minor amendments
2.0 25/01/07 Baseline copy of 1.4
3.0 23/02/09 Baseline copy of 2.1
3.1 12/06/09 Applying changes as per CCN 1252a
6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu
6.1 31/03/10 Applying all changes as per CCN1276a
6.2 01/04/10 Applying changes as per CCN1270
7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu
8.0 21/02/12 Applying changes as per CCN1306a and CCN1294d
9.0 13/01/14 Applying changes as per CCN1349,1307a,1322b, 1329a and
CCN1400
10.0 10/09/15 Applying changes as per CCN1409a, CCN1418, CCN1419,

CCN1421a and as subsequently amended in this CCNxxxx
and moving all Schedules to V10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN1423c, CCN1500a, CCN1512c,
CCN1600 and moving all Schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Applying changes as per CCN1601b, CCN1602a, CCN1609d,
CCN1610, CCN1620c, CCN1621 and moving all Schedules to
V12.0

13.0 Updating as per CCN1612b, CCN1616b, CCN1617a,

CCN1633a, CCN1637b and CCN1644a and moving all
Schedules to v13.0

14.0 20/12/2021 Updating as per CCN1641c, CCN1655a, CCN1669a,
CCN1672a, CCN1700 and moving all Schedules to V14.0

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41. INTRODI

IHNG-X SERVICES

UCTION

44 This Schedule B3.1 sets out the HNG-X Services that shall be performed by Fujitsu

Services.

1.2 The four

Tables in paragraph 2 of this Schedule B3.1 together set out the HNG-X Services

other than the BCSF Service, to be delivered by Fujitsu Services.

1.2.4

Table A contains the Operational Services corresponding to the Operational
Charges Table in Annex B to Schedule D1

Table B contains the Call-Off Services in respect of which additional Charges
are payable when such Call-Off Services are ordered under paragraph 7 of
Schedule D1.

Table C contains the Service Integration Services, the Charges for which are
described within paragraph 8 of Schedule D1.

Table D contains the Third Party Management Services, the Charges for which
are described within paragraph 9 of Schedule D1.

1.3 The columns in the Tables in paragraph 2 of this Schedule set out for each HNG-X
Service, other than the BCSF Service, the following information:

1.3.1 the name of the HNG-X Service;

1.3.2 the CCD(s) containing the Service Description in accordance with which that
service shall be performed prior to the Trigger Event referred to in paragraph
1.3.3;

1.3.3 the event or date identified in the column headed “Trigger Event” at which point
the CCD(s) referred to in paragraph 1.3.2 shall be replaced in relation to defining
the HNG-X Service and the CCD(s) referred to in paragraph 1.3.4 shall come
into effect in relation to defining the HNG-X Service;

1.3.4 the CCD(s) and/or Schedules containing the Service Description in accordance
with which that Service shall be performed after the event referred to in
paragraph 1.3.3; and

1.3.5 a brief description of the HNG-X Service and information (where necessary)
relevant to the Charges.

2. SERVICES
2.1 Table A: Operational Services

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Operational InitialCCD —_I Trigger Event I New Brief HNG-X I Brief HNG-X
Service title and CcD/Sched I Service Service
reference ule title and I Description Description
reference within the
Towers Model
Service Desk Horizon Trigger Point T2 I Service Desk: I The provision of Expired Service -—
Service Systems (Service Desk Service first and second this Service ceased
Helpdesk: Change). Description line support to to be provided by
Service Post Office Fujitsu as of the 2"
Description (SVM/SDM/SD I Branches and July 2014, with the
(CS/SER/002) 10001) other designated I transfer of
groups through responsibilities for
the provision ofa I the Service Desk
support desk transferring to the
function. Next Supplier on
the 16" June 2014,
Not used
Operational Operational Commencement I Operational This service This Service
Business Business of HNG-X Business supports physical I supports changes to
Change Change Branch I Project Change changes in Post _I the network, system
(Branch CCDs Workstream X4__I (Branch Office Branch management and
Change) (HNG-X Change) Infrastructure application
Service Application Service: through the configuration of
Rollout) Service provision of a Post Office
Description range of services. I locations through
The service the provision of a
(SVM/SDM/SD I supports both range of services
10014) planned and
unplanned
changes. The
charge for this
element of the
Operational
Business Change
(Branch Change)
Service is the
fixed charge set
out in Annex B of
Schedule D1.

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Data Centre Service Commencement I Data Centre Service for Terminating Service
Operations Description for I of HNG-X Operations managing the — termination by
Service Data Centre Project Service: HNG-X Central Post Office before
Operations Workstream X2_ I Service Infrastructure. 31st March 2023.
Service (Migrate Data Description Service for
(CS/SER/007) Centre to HNG- The Data Centre managing the HNG-
x (SVM/SDM/SD I Operations X Central
Service Configuration). 10003) Service also Infrastructure.
Description for includes the
the SAP Hosting POLSAP. If the circumstances
Service Services. set out in paragraph
(CS/SER/022) 6.1 of Schedule D1
Ifthe arise, Post Office
circumstances set I shall pay additional
out in paragraph I Operational
6.1 of Schedule I Charges for the
D1 arise, Post Data Centre
Office shall pay Operations Service
additional to Fujitsu Services.
Operational
Charges for the
Data Centre
Operations
Service to Fujitsu
Services.
The POLSAP
elements of this
Service shall form
part of the
POLSAP Service
with effect from 1
April 2014.
Branch Not applicable I This Service has I Branch Service for Service for
Network no predecessor I Network: managing and weet, the
Service and shall be Service supporting the Branch Telecom
applicable from I Description Branch Telecom _I infrastructure.
Trigger Point T1 Infrastructure. Expiring Service
(Amendment (SVM/SDM/SD (expiry date is 31%
Date) 10011) March 2018, it shall

not have the right of
a mini extension).

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Central Not applicable This Service has I Central Service for Terminating Service
Network no predecessor I Network managing and — termination by
Service and shall be Service: supporting the Post Office before
applicable from Service Central Telecom 34st March 2023.
Trigger Point T1 I Description Infrastructure. Service for
(Amendment managing and
Date) (SVMW/SDM/SD supporting the
10012) Central Telecom
Infrastructure.
Systems Service Commencement I Systems Event Event management
Management Description for of HNG-X Management management and I and software
Service Systems Project Service: software distribution
Management Workstream X4_ I Service distribution services.
Service (HNG-x Description services.
(CS/SER/008) Application
Rollout) (SVM/SDM/SD
10006)
Reference Fujitsu Services I Commencement I Reference Service for the Service for the
Data / Post Office Ltd I of HNG-X Data management of management of
Management I Interface Project Management I Reference Data. I Reference Data.
Service Agreement for Workstream X4__I Service:
Operational (HNG-X Service
Business Application Description
Change - Rollout) (SVM/SDM/SD
Reference Data 10013)
(CS/PRD/058)
Fujitsu
Services / Post
Office Ltd
Interface
Agreement for
Operational
Business
Change -
Reference
Data
(CS/PRD/058)
Third Line Service Commencement I Third Line Service for the Service for the
Software Description for I of HNG-X Support diagnosis of new I diagnosis of new
Support Third Line Project Service: software Incidents I software Incidents
Service Software Workstream X4_ I Service occurring in occurring in
Support Service I (HNG-X Description
(CS/SER/009),

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subject to the Application (SVM/SDM/SD I Branches and the I Branches and the
proviso that Rollout) 10004) Data Centre. Data Centre.
Fujitsu Services
shall not be
obliged to
provide Third
Line Software
Support
Services in
respect of
Configured POL
FS or the SAP
Loading
Applications.

10 I Management Management Commencement I Management The Service The Service

Information Information of HNG-X Information provides a provides a

Service Service: Service I Project Service: mechanism for the I mechanism for the
Description Workstream X4_ I Service reporting and reporting and
(CS/SER/015) I (HNG-X Description publishing of publishing of Fujitsu

Application Fujitsu Services’ I Services’

Transaction Rollout) (SVM/SDMISD I achievement of achievement of
Benchmark 10016) Service Levels Service Levels and
Service: Service and Service Level I Service Level
Description Targets. The Targets. The service
(CS/SER/010) service also also provides data

provides data for
the settlement of
liquidated
damages, and
provides a vehicle
for the request of
information
regarding data
captured on the
HNG-X Service
Infrastructure.

The Management
Information
Service also
includes:

The Transaction
Benchmarking
Service.

for the settlement of
liquidated damages,
and provides a
vehicle for the
request of
information
regarding data
captured on the
HNG-X Service
Infrastructure.

The Management
Information Service
also includes:

The Transaction
Benchmarking
Service.

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11 I Service Service Commencement I Service The objectives of The objectives of
Management Management of HNG-X Management the Service are to I the Service are to
Service Service: Service I Project Service: monitor, manage I monitor, manage

Description Workstream X4_ I Service and maintain the and maintain the
(CS/SER/014) (HNG-X Description delivery of the delivery of the
Application (SVM/SDM/SD I Operational Operational
Horizon Rollout) 10007) Services. Services.
Capacity
Management This Service also This Service also
and Business includes: includes:
Volumes
(PA/PER/033) The Capacity The Capacity
Management Management
Service Service
The Release The Release
management management
service. service.

12 I Reconciliation I On Line Commencement I Reconciliation I This Service This Service
Service Services of HNG-X Service: provides end-to- provides end-to-end

Reconciliation & I Project Service end reconciliation I reconciliation and

Incident Workstream X4__I Description and incident incident

Management (HNG-X (SVM/SDM/SD I management management

(NB/PRO/002) I Application 10015) procedures procedures required
Rollout) required to to investigate,

On Line investigate, report I report and resolve

Services Data and resolve reconciliation and

Reconciliation reconciliation and I business incidents.

Service business

(CS/SER/018) incidents.

APS

13 I Security Service Commencement I Security This Service This Service
Management Description for of HNG-X Management provides a wide provides a wide
Service the Security Project Service: range of security range of security

Management Workstream X4_ I Service related activities related activities
Service (HNG-X Description required for ISO required for ISO.
(CS/SER/016) I Application 27001 27001 compliance.
Rollout) (SVM/SDM/SD I compliance.
10017)

14 I Application Not applicable I This Service has I Application Service provides I Service provides
Support no predecessor I Support support for support for software
Service and shall be Service software and and system errors
(Fourth Line) applicable from I (Fourth Line): I system errors which cannot be

Trigger Point T1 which cannot be resolved by the

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(Amendment Service resolved by the Third Line Software
Date) Description Third Line Support Service.
Software Support
(SVM/SDMI/SD I Service.
10005)
15 I CMTService I Not applicable I This Service has I Communicatio I Service provides a I Expiring Service
no predecessor I ns value add function I (expiry date is 31%*
and shall be Management above the March 2018).
applicable from I Team: Service I standard incident
Trigger Point T1 I Description and problem
(Amendment management
Date) (SVM/SDMISD I service provided
10019) by the Service
Desk and the
Service
Management
Service.

16 I Branch Not Used Ceased to be Ceased to be Ceased to be Ceased to be
Network provided at provided at provided at provided at Trigger
Resilience Trigger Point 6 Trigger Point 6 I Trigger Point 6 Point 6”

Service

47 I Salesforce Not applicable I 15" August Salesforce The provision of I Expired Service -
Support 2012 Support support services I this Service ceased
Service Service for elements for to be provided by

Service the two instances I Fujitsu Services as
Description of Salesforce of 23.59 on the 31%
(SVM/SDM/SD I within the Finance I March 2016
11977) Specialists

Salesforce

Solution and the

Stakeholder

Salesforce

Solution.

18 I POLSAP. Not applicable 48 April 2014 POLSAP The provision of
Hosting Hosting hosting by Fujitsu
Service Service Services. Expired Service -

Service this Service ceased
Description to be provided by
Fujitsu Services on

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(SVM/SDM/SD the 13t March
12191) 2019

19 I POLSAP. Not applicable 48 April 2014 POLSAP The provision of Expiring Service
Applications Applications I the POLSAP this Service ceased
Support Support applications to be provided by
Service Service supported by Fujitsu Services as

Service Fujitsu Services. I of 23:59 on the 4"
Description October 2016
(SVM/SDM/SD

12306)

Withdrawn

20 I Credence/ Not applicable I 1 April 2014 Credence The provision of _ I Expired Service —

MDM Service /MDM Service I the this Service ceased
Service Credence/MDM__I to be provided by
Description application hosted I Fujitsu as of the 31%
and supported by I March 2016
(SVM/SDM/SD I Fujitsu Services.
12192)

21 I P2Pe Asset Not applicable 18‘ September P2Pe Asset The provision of a_I The provision of a
Management 2019 Management PIN Pad asset PIN Pad asset
Service Service: tracking service tracking service that

Service that supports supports P2Pe and
Description P2Pe and maintains the chain
maintains the of custody of
(SVM/SDMISD I chain of custody Registered PIN
13756) of Registered PIN I Pads within the
Pads within the Post Office
Post Office

22 I Payment and Not applicable This Service has I Schedule I6— I Service for Service for
Banking no predecessor I Payment and managing and managing and
Service and shall be Banking supporting the supporting the

applicable from Service: provision of debit provision of debit
Payment and Service and Credit Card and Credit Card
Banking Service I Description Payment and Payment and
Trigger Point Banking Banking

PBS3, Transactions, Transactions,
Commencement processed by processed by

of Payment and
Banking Pilot

Fujitsu Services’
sub-contractor
Ingenico using
their PCI

Fujitsu Services’
sub-contractor
Ingenico using their
PCI accredited

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accredited Payment and
Payment and Banking System.
Banking System.
2.2 The Table B Call-Off Services:
Call-Off Initial CCD Trigger Event New Brief HNG-X Service
Service title and ccD/Schedule Description
reference title and
reference
Operational Operational Commencement I Operational collection of services which
Business Business of HNG-X Business Change I can be procured by Post
Change Change Project (Branch Change) I Office in relation to changes
(Branch Branch CCDs Workstream X4__I Service: Service to the network, system
Change) (HNG-X Description management and
Service Application application configuration of
Rollout) (SVM/SDM/SD/0 I Post Office locations.
014)

The charge for this element
of the Operational Business
Change (Branch Change)
Service is the variable
charge referred to in
paragraphs 7.1 of Schedule

D1.
Message Message Commencement I Message The service enables Post
Broadcast Broadcast of HNG-X Broadcast Office to communicate
Service Service: Project Service: Service directly with Branches for
Service Workstream X4__I Description the purpose of issuing
Description (HNG-X instructions, advice, or
(CS/SER/004) I Application (SVM/SDM/SD/0 _I information urgently.
Rollout) 018)
Training Counter This service This service will Service to upgrade
Counter Training shall cease to be withdrawn software in the Post Office
Update Service I Offices be provided at after its Trigger estate of training and
Strategy Trigger Point TS I Event demonstration counter
(IM/STR/056) (Data Centre positions.
Ready for HNG-
X).

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Call-Off Initial CCD Trigger Event New Brief HNG-X Service
Service title and CcD/Schedule Description
reference title and
reference
PODG Client Data Centre Service gives Post Office
eee ReSend Operations the ability to request that
Service: Service _I files transferred to a Post
Description Office Client from PODG
including AP Client
Annex A Transaction files that are

within thirty days of the
(SVM/SDM/SD/0 I original receipt of the file by
003) PODG are resent to the
Post Office Client.

Client Take-On I Service Commencement I Reference Data I Service allows the
Service pescrition for of HNG-X Management automated payments
Take-On Project Service: Service I service to be changed by
Service Workstream X4__I Description the addition, modification or
(CS/SER/011) I (HNG-X removal of APS Clients and
Application AnnexA Services for APS Clients
Rollout) where the change does not
(SVM/SDM/SD/0 I require a new interface
013) connection.
AP Client Service Commencement I Reference Data I Service allows Post Office
hareonent Deseription for of HNG-X Management to request from a range of
Change Delivery Project Service: Service predefined changes to the
Service Agreement Workstream X4__I Description live delivery agreement for
Change (HNG-X an APS Client.
Service Application Annex B
(CS/SER/012) Rollout)
(SVM/SDM/SD/0
013)
Horizon Icon Icon Business I This Service This service will Service for the provision of
Service Change CCDs I shall cease to be withdrawn new icons.

be provided at after its Trigger
Trigger Point T6 I Event
(Counter
Application
Rollout
Complete)

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Call-Off Initial CCD Trigger Event New Brief HNG-X Service
Service title and CcD/Schedule Description
reference title and
reference
Receipt Not applicable I This Service has I Receipt Template I This service applies to
Template no predecessor I Service: Service I Horizon only and would
Service and shall be Description need updating for HNG-X
aprlieayie trom (SVM/SDM/SD/0
022)
Penetration Not applicable I Purchase Order I Service Process support involving
Testing Management an active analysis by
Service Fujitsu Services Limited of
Description the system for any potential
(SVM/SDM/SD/0_I vulnerabilities
17)
PODG Client Not Applicable I This service has I Data Centre Acollection of services
Connection no predecessor I Operations which can be procured by
Service Service: Service I Post Office in relation to
Description changes to existing PODG
data transfer services or
Annex C introduction of new PODG
data transfer services.
(SVM/SDM/SD/0
003)
Training Not Applicable I This service has I Service Aservice to fulfil Requests
Controls no predecessor I Management to Disable Training Controls
Disablement Service: Service and Requests to Re-Enable
and Re- Description Training Controls when
Enablement requested by Post Office.
Service
Annex D
(SVM/SDM/SD/0
007)

23 Table C: Service Integration Services

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Service Initial CCD Trigger Event New Brief HNG-X Service
Integration title and CCD/Schedule Description
Service reference title and
reference
Superstock Ceased to be I Ceased to be Ceased to be Ceased to be provided
Service provided from I provided from provided from from 30" June 2012
(Ceased to be I 30" June 30" June 2012 I 30" June 2012
provided from I 2012
30" June
2012)
24 Table D: Third Party Management Services
Name of Initial CCD Trigger Event New Brief HNG-X Service
Third Party title and CCD/Schedule Description
reference title and
reference
Not applicable I This Service shall I Third Party This service will include a
be applicable Management description of the third party
from Trigger Service: Service I management service.
Point T1 Description Initially this row is left blank
(Amendment because there is no third
Date) (SVM/SDM/SD/0 I party management service
021) as at the Amendment Date.
3. STRUCTURE OF SERVICE DESCRIPTIONS

3.1 With the exception of any new BCSF Service (which shall be dealt with under paragraph
4 of Schedule B3.2), if any other new HNG-X Services are introduced under the Change
Control Procedure these will be added to the appropriate Table in paragraph 2 of this
Schedule B3.1 and CCD(s) shall be produced in relation to such new Services that
contain at least the following information:

service summary;

service definition;

service availability;

service level targets and remedies;

3.1.5 service limits and volumetrics;

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3.1.6 reference to associated Charges (where necessary) within Schedule D1;
3.1.7. dependencies and interfaces to the Operational Services;
3.1.8 Post Office dependencies and responsibilities (if any);
3.1.9 business continuity; and
3.1.10 the documentation set supporting the Service.
4. ASSOCIATED DOCUMENTS

441 The following CCDs are associated with this Schedule B3.1:

1 CS/SER/002 Horizon Systems Helpdesk: Service
Description

2 CS/SER/007 Service Description for Data Centre
Operations Service

3 CS/SER/022 Service Description for the SAP Hosting
Service

4 CS/SER/008 Service Description for Systems

Management Service

5 CS/PRD/058 Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change
- Reference Data

6 CS/SER/009 Service Description for Third Line Software
Support Service

7 CS/SER/015 Management Information Service: Service
Description

8 CS/SER/010 Transaction Benchmark Service: Service
Description

9 CS/SER/014 Service Management Service: Service
Description

10 PA/PER/033 Horizon Capacity Management and

Business Volumes

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1 NB/PRO/002 On Line Services Reconciliation & Incident
Management (to be renamed On-Line
Reconciliation Incident Management)

12 CS/SER/018 On Line Services Data Reconciliation
Service

13 Not Used Not Used

14 Not Used Not Used

15 CS/SER/016 Service Description for the Security

Management Service

16 Not Used

17 CS/PDN/015 Operational Business Change — Branch,
Service Descriptions and Schedule of
Service Prices

18 Not Used Not Used

19 CS/SER/004 Message Broadcast Service Description
20 IM/STR/056 Counter Training Offices Strategy

21 Not Used Not Used

22 Not Used Not Used

23 Not Used Not Used

24 CS/PDN/018 Horizon Icon Service Description

25 Not Used Not Used

26 SVM/SDM/SD/0001 Service Desk: Service Description

(Expired as of 2" July 2014)

27 Withdrawn in CCN1616b

28 SVM/SDM/SD/0014 Operational Business Change (Branch
Change) Service: Service Description

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29 SVM/SDM/SD/0003 Data Centre Operations Service: Service
Description

30 SVM/SDM/SD/0011 Branch Network: Service Description

31 SVM/SDM/SD/0012 Central Network Service: Service Description

32 SVM/SDM/SD/0006 Systems Management Service: Service
Description

33 SVM/SDM/SD/0013 Reference Data Management Service:
Service Description

34 SVM/SDM/SD/0004 Third Line Support Service: Service
Description

35 SVM/SDM/SD/0016 Management Information Service: Service
Description

36 SVM/SDM/SD/0007 Service Management Service: Service
Description

37 SVM/SDM/SD/0015 Reconciliation Service: Service Description

38 SVM/SDM/SD/0017 Security Management Service: Service
Description

39 SVM/SDM/SD/0005 Application Support Service (Fourth Line):
Service Description

40 SVM/SDM/SD/0019 Communications Management Team
Service: Service Description

4 SVM/SDM/SD/0018 Message Broadcast Service: Service
Description

42 Not Used Not used

43 SVM/SDM/SD/0021 Third Party Management Service: Service
Description

44 Not Used

45 BD/AIS/001 PostShop Data to ISA AIS

46 SVM/SDM/SD/0022 Receipt Template Service: Service
Description

47 Removed Removed

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48 SVM/SDM/SD/1977 Salesforce Support Service Service
Description
49 Not Used Not Used
50 Not used Not used
51 SVM/SDM/SD/2192 Credence/MDM Service Service Description

42 The following CRDs are associated with this Schedule B3.1:

Document Reference Document Title

4 CS/PLA/O97 Retained ISDN Sites

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SCHEDULE B3.2

BUSINESS CAPABILITIES AND SUPPORT FACILITIES

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline of 1.2

3.0 09/07/07 Baseline copy of 2.1

3.1 03/01/08 Applying CCN's1214,1217,1227c

4.0 14/04/08 Baseline copy of 3.1

44 12/06/09 Applying changes as per CCN1252a

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 01/04/10 Applying changes as per CCN1270

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu.

8.0 21/02/12 Applying changes as per CCN1304b, CCN1310b,
CCN1286a and CCN1294d

9.0 13/01/14 Applying changes as per CCN1349, CCN1307a,
CCN1316a, CCN1320a, CCN1329a and CCN1342a

10.0 10/09/15 Applying changes as per CCN1338, CCN1409a,

CCN1410, CCN1411 and as subsequently amended in
this CCN1506, CCD reference updates and moving all
Schedules to V10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN 1427 and moving all
Schedules to Version 11.0 in accordance with CCN1604

12.0 03/07/17 Applying changes as per CCN 1605 and moving all
Schedules to Version 12.0

13.0 Applying changes as per CCN 1613a, CCN1640 and
moving all Schedules to V13.0

14.0 20/12/2021 Updating as per CCN1641c, CCN1658c, CCN1659a,

CCN1666b, CCN1623b, CCN1648b, CCN1668a,
CCN1669a, CCN1672a, CCN16778, CCN1677a and
moving all Schedules to V14.0

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21

SCHEDULE B3.2
BUSINESS CAPABILITIES AND SUPPORT FACILITIES

INTRODUCTION

This Schedule records and specifies the Business Capabilities and Support Facilities
which are provided to Post Office.

Fujitsu Services shall operate and maintain:

1.2.1. each Business Capability and Support Facility listed in paragraphs 2 and 3 in
accordance with the terms of the Agreement;

1.2.2 all relevant CCDs as referred to in paragraph 7; and
1.2.3 all Service Levels as set out in Schedule C1.

The functionality and interfaces for the Business Capabilities and Support Facilities are
defined in the CCDs shown in Table A of paragraph 7 below and in the CCDs indicated to
relate to these Business Capabilities and Support Facilities in the CCD entitled “Post
Office Contract Controlled and Contract Referenced Document List”
(COM/CUS/SPE/0001).

HNG-X software installed in Branches and Admin Positions and New CTO Configurations
shall be kept up to date with new Releases provided that they have an active network
connection point. Where HNG-X Application software has been replaced by HNG-A
Application software, on Replaced Branch Infrastructure, the EUC Tower Contractor shall
be responsible for keeping that software on the Replaced Branch Infrastructure up to
date, using the HNG-A Application Release version of the Software provided to the EUC
Tower Contractor for distribution. Fujitsu Services shall be responsible for issuing
Releases as required for HNG-A Application software, to the EUC Tower Contractor for
distribution on the Replaced Branch Infrastructure.

Any Business Capability or Support Facility that is to be accessed via the Counter Position
PC shall be provided in accordance with the CCD entitled “HNG-X Style Guide”
(DES/APP/STD/0001) which shall set out, among other things, general guidelines for the
Human Computer Interface.

HIGH LEVEL DESCRIPTION OF THE BUSINESS CAPABILITIES

Introduction

2.1.1 The functionality available at each Counter Position for serving Customers shall
comprise one or more Business Capabilities as specified below. The provision of

each Business Capability is dependant on one or more of the Support Facilities
described in paragraph 3.

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2.1.2

2.1.3

The Business Capabilities shall be enabled by Fujitsu Services on all Counter
Positions in all Branches and Other Authorised Locations and shall require an
operational data communications link in order to process Transactions.

Each Business Capability shall support a range of data selection, capture and
validation facilities which are controlled and constrained by Post Office Reference
Data. These facilities provide support for:

2.1.3.1 product selection mechanisms;
2.1.3.2 a range of data capture and validation routines;

2.1.3.3 the use of print templates in support of customised receipt and slip print
layouts.

The production of Post Office Reference Data to make use of the data capture
shall be in accordance with and subject to the provisions of the CCD entitled “AP-
ADC Reference Manual” (DES/GEN/MAN/0002). Post Office shall have
responsibility for:

2.1.4.1 the design and development of Transactions that utilise the facilities
described in the CCD entitled “AP-ADC Reference
Manual”(DES/GEN/MAN/0002),

2.1.4.2 ensuring that Post Office Reference Data, intended to introduce those
Transactions, functions correctly within the HNG-X System (in
accordance with any applicable Reference Data rules) and has the
desired business effect (save to the extent that Fujitsu Services is
required to facilitate testing of Post Office Reference Data in accordance
with the CCD entitled “Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change - Reference Data”
(CS/PRD/058)); and

2.1.4.3 defining receipts (for all Transactions that use the facilities described in
the CCD entitled “AP-ADC Reference Manual"(DES/GEN/MAN/0002).
This will not include the definition of any receipts used in conjunction with
Transaction or session recovery whose content and usage shall be jointly
agreed by the Parties.

2.2 Point of Sale Business Capability

2.2.1

2.2.2

The Point of Sale Business Capability provides a general "till" function which
enables Post Office to carry out sales operations within Branches for the range
of Post Office products defined within Post Office Reference Data.

These Post Office Products may be general retail products or be traded via one
of the following Business Capabilities (described below):

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2.2.3

2.2.4

2.2.5

2.2.2.1 In/Out Payment Business Capability;

2.2.2.2 APOP Business Capability;

2.2.2.3 Banking Business Capability;

2.2.2.4 DVLA Licensing Business Capability;

2.2.2.5 Electronic Top-Up Business Capability; or

2.2.2.6 Bureau Service Business Capability.

The Point of Sale Business Capability implements (a) the business and pricing
rules for each product (including the production of the Transaction receipt(s)) and
manages the aggregation and recording of all Transaction data into a Customer
Session and (b) the Trade Restrictions unless the Training Controls have been
disabled using the Training Controls Disablement and Re-Enablement Service.
Transactions undertaken using the Point of Sale Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

The Point of Sale Business Capability shall enable a Transaction to be cancelled

from a Customer Session subject to Post Office Reference Data, prior to
settlement by the Payment Management Business Capability.

23 In/Out Payment Business Capability

2.3.1

The In/Out Payment Business Capability enables Post Office to provide a range
of payment services to Customers comprising in-payment (e.g. bill payment) and
out-payment (e.g. postal order redemption).

The In/Out Payment Business Capability may be invoked through the use of
Tokens or other mechanisms and may involve the use of a range of data capture,
data validation and Transaction validation facilities.

The In/Out Payment Business Capability supports the following range of Tokens:
2.3.3.1 magnetic stripe cards; and

2.3.3.2 barcoded documents.

The Clients and Tokens supported by the In/Out Payment Business Capability
are set out in the CCD entitled “Automated Payments System Client List”

(BP/DOC/008).

Specific payment services and the Transactions which support them conform to
the relevant Application Interface Specification, the CCD entitled “POCL

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2.3.10

Automated Payments Generic Rules” (BP/DOC/014) and appropriate Token
Technology Specification(s).

The In/Out Payment Business Capability supports the use of HNG-X User
Interface components which may be specified via Post Office Reference Data as
being equivalent to a manually entered barcode token.

The In/Out Payment Business Capability may utilise data, typically comprising
tariff data, received from Clients.

The In/Out Payment Business Capability may access the PAF Support Facility,
APOP Business Capability and such other specific external applications as the
Parties may agree under the Change Control Procedure.

Transactions undertaken using the In/Out Payment Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

Data captured as a result of an In/Out Payment Transaction shall be transferred
to Client systems and Post Office systems in accordance with the relevant
Application Interface Specification and shall be carried out using the File
Management Support Facility. Data captured as a result of an In/Out Payment
Transaction transacted for AP Client Account: 9999 shall not be transferred to
Client systems but shall continue to be transferred to Post Office systems.

Transactions undertaken using the In/Out Payment Business Capability and
taking place within the same POL Core Day as the original Transaction and
committed using the Payment Management Business Capability may
subsequently be Reversed in a new Customer Session, subject to such action
being allowed within Reference Data. This shall have the effect of Reversing the
accounting effect of the Transaction. Where a Transaction has been Reversed
then no data relating to the original Transaction or the Reversing Transaction shall
be sent to the relevant Client subject to the relevant Application Interface
Specification. It will not be possible to start a Reversal Transaction during the
period of three minutes before the end of the POL Core Day.

24 APOP Business Capability

2.4.1

2.4.2

The AP Out-Payments (APOP) Business Capability is a set of components that
support the creation of APOP Services. Each business application that makes
use of the APOP Business Capability will be segmented into its own APOP
Service.

The components of the APOP Business Capability are as follows:
2.4.2.1 an APOP database which stores details of Transaction Vouchers and the

actions that have been performed on a Transaction Voucher by each
APOP Transaction;

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24.3

24.4

245

2.4.2.2 an APOP authorisation service which processes APOP Transactions by
applying the rules defined in the CCD entitled "APOP Definition”
(BP/SPE/046);

2.4.2.3 an APOP branch service that processes APOP on-line Transactions
initiated from an AP-ADC Transaction using the APOP authorisation
service referred to in paragraph 2.4.2.2;

2.4.2.4 _an APOP batch service which will send/receive batch files to/from Post
Office Data Gateway and process APOP batch Transactions using the
APOP authorisation service referred to in paragraph 2.4.2.2;

2.4.2.5 an APOP administration service that will process APOP on-line
Transactions initiated from an APOP Administration Workstation using
the APOP authorisation service referred to in paragraph 2.4.2.2.
Transactions will be routed to the APOP authorisation service by a web
server;

2.4.2.6 an APOP reporting service that will process APOP Transactions to extract
records from the APOP database using the APOP authorisation service
referred to in paragraph 2.4.2.2;

2.4.2.7 an APOP housekeeping service that will process time-driven event APOP
Transactions using the APOP authorisation service referred to in
paragraph 2.4.2.2;

2.4.2.8 an APOP archiving service that archives data from the APOP database;

2.4.2.9 aweb service to route APOP on-line Transactions to the APOP database
for the APOP Service;

2.4.2.10 templates for the Customer receipt and the Branch receipt; and
2.4.2.11 templates for the office counter weekly and office weekly reports.

An APOP Service comprises at least the elements set out in paragraphs 2.4.2.3,
2.4.2.9, 2.4.2.10 and 2.4.2.11.

The production of Reference Data by Post Office to make use of the APOP
Business Capability shall be in accordance with and subject to the provisions of
the CCD entitled "APOP Authorisation Service Reference Manual"
(AP/MAN/004).

The CCD entitled "APOP Definition" (BP/SPE/046) sets out the rules that shall
apply in determining whether Post Office is required to request a Work Package
in respect of introducing additional APOP Services/AP Transactions using the
APOP Business Capability and/or modifying an existing APOP Service. Where
so required by the provisions of that CCD, Post Office shall request a Work

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24.6

24.7

Package for the introduction and/or modification (as applicable) of such
services/transactions.

Post Office shall be responsible for:

2.4.6.1 the design and development of new AP Transactions that use the APOP.
Business Capability;

2.4.6.2 (save to the extent that Fujitsu Services is required to facilitate testing of
Post Office Reference Data in accordance with the CCD entitled "Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business
Change - Reference Data" (CS/PRD/058)) ensuring that Post Office
Reference Data, intended to introduce those new AP Transactions,
functions correctly within the HNG-X System (in accordance with any
applicable Reference Data rules) and has the desired business effect;

2.4.6.3 defining receipts (for all AP Transactions that use the APOP Business
Capability). This will not include the definition of any receipts used in
conjunction with Transaction or session recovery whose content and
usage shall be jointly agreed by the Parties.

2.4.6.4 transforming incoming data files into standard APOP format according to
the APOP Interface Specifications for live purposes; and

2.4.6.5 generating required reports from extract files generated by APOP,
according to the APOP Interface Specifications for live purposes.

Transactions undertaken using the APOP Business Capability shall be recorded
as part of a Customer Session and shall be committed as part of the settlement
process using the Payment Management Business Capability.

25 Banking Business Capability

2.5.1

The Banking Business Capability enables Post Office to support the transaction
of banking business in Branches.

The Banking Business Capability is invoked by either:

2.5.2.1 a card swipe (or input of card details) where EMV functionality is not
supported in respect of that card; or

2.5.2.2 a Customer inserting their card into the chip card reader in a PIN Pad
where such card supports EMV functionality.

The following Transaction types are supported:

until Payment and Banking Trigger Point PBS3, Commencement of Payment and
Banking Pilot

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2.5.3.1 cash deposit;

2.5.3.2 cash withdrawal;

2.5.3.3 balance enquiry;

2.5.3.4 withdraw limit;

2.5.3.5 change of PIN at PIN Pad; and

2.5.3.6 cheque deposit.

after Payment and Banking Trigger Point PBS3, Commencement of Payment
and Banking Pilot;

2.5.3.7 cash deposit;

2.5.3.8 cash withdrawal;

2.5.3.9 balance enquiry; and

2.5.3.10 change of PIN at PIN Pad; at all Counters and
2.5.3.11 withdraw limit; and

2.5.3.12 cheque deposit; at all Counters not yet migrated to Payment and
Banking Service: and

after Payment and Banking Trigger Point PBS5, Completion of Migration to
Payment and Banking Service;

2.5.3.13 cash deposit;
2.5.3.14 cash withdrawal;
2.5.3.15 balance enquiry; and

2.5.3.16 change of PIN at PIN Pad.

Each Transaction type comprises:

until Payment and Banking Trigger Point PBS3, Commencement of Payment and
Banking Pilot

2.5.4.1 aseries of screen dialogues;

2.5.4.2 the input or selection of data by the User;

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2.5.4.3 the input of PIN numbers by Customers where applicable;

2.5.4.4 the interactive exchange of information via the Data Centres with the
Bank systems; and

2.5.4.5 the printing of receipts; and

after Payment and Banking Trigger Point PBS3, Commencement of Payment
and Banking Pilot;

2.5.4.6 a series of screen dialogues;

2.5.4.7 the input or selection of data by the User;

2.5.4.8 the input of PIN numbers by Customers where applicable;

2.5.4.9 the interactive exchange of information with the Bank systems, via the
Data Centres for Transactions at Counter Positions not yet migrated to Payment
and Banking Service and via Payment and Banking Service for Transactions at
migrated Counter Positions; and

2.5.4.10 the printing of receipts: and

after Payment and Banking Trigger Point PBS5, Completion of Migration to
Payment and Banking Service;

2.5.4.11 a series of screen dialogues;
2.5.4.12 the input or selection of data by the User;
2.5.4.13 the input of PIN numbers by Customers where applicable;

2.5.4.14 the interactive exchange of information via the Payment and Banking
Service with the Bank systems; and

2.5.4.15 the printing of receipts

Transactions undertaken using the Banking Business Capability shall be centrally
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

The Banking Business Capability supports the Transaction Enquiry Service by
passing NB Requests, NB Authorisations, NB Confirmations and Reversals
(where applicable to the Banking Business Capability) to the Transaction Enquiry
Service from where they are available for query using TESQA.

26 DVLA Licensing Business Capability

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26.1

2.6.2

2.6.3

2.6.4

26.5

The DVLA Licensing Business Capability enables Post Office to support the
provision of vehicle re-licensing Transactions in selected Branches which are
determined by Post Office Reference Data.

Vehicle re-licensing Transactions are enabled by captured data as specified by
Post Office Reference Data and utilise the data capture facilities of the In/Out
Payment Business Capability.

Vehicle re-licencing Transactions utilise an online interaction with the DVLA BART
system which retrieves information concerning MOT status and vehicle excise
duty as well as other supporting data. The interaction with DVLA BART may be
configured to deal with scenarios where no response is received from DVLA
BART within designated time periods.

The availability of the DVLA Licensing Business Capability in Branches is
determined by Post Office Reference Data. Where the DVLA Licensing Business
Capability is provided in a Branch, it shall be available on all Counter Positions in
that Branch.

Transactions undertaken using the DVLA Licensing Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

27 Electronic Top-Up Business Capability

27.1

The Electronic Top-Up Business Capability enables Post Office to support the
Customer purchase or refund of mobile phone related credits and associated
content products (e.g. ring tones).

Electronic Top-Up (‘ETU') credit products (known as 'Top-Up' products or 'PIN'
products) are invoked by swiping a Customer's card (or by the manual input by
the Counter Clerk of the Customer's card details). ETU content products (known
as PIN/e-voucher products) are invoked by Counter Clerk selection. The following
Transaction types are supported:

2.7.2.1 the purchase of a card based Top-Up product;

2.7.2.2 the purchase of card based PIN product;

2.7.2.3 the purchase of a PIN/e-voucher product;

2.7.2.4 the refund of a card based Transaction; and

2.7.2.5 the refund of a PIN/e-voucher Transaction.

Each Transaction type comprises:

2.7.3.1 the selection of ETU products from menus;

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2.7.4

2.7.3.2 aseries of screen dialogues;

2.7.3.3 the input or selection of data by the User;

2.7.3.4 the interactive exchange of information with e-pay; and
2.7.3.5 the printing of receipts.

Transactions undertaken using the Electronic Top-Up Business Capability shall
be centrally recorded as part of a Customer Session and shall be committed as
part of the settlement process using the Payment Management Business
Capability.

The Electronic Top-Up Business Capability shall automatically generate a
Reversal Transaction and transmit this to e-pay when the authorisation response
to certain Transaction types is not received within a pre-configured timeout
period.

28 Bureau Service Business Capability

2.8.1 The Bureau Service Business Capability enables Post Office to trade foreign

currencies and travellers’ cheques on-demand at Counter Positions (the on-
demand Bureau Service facility).

2.8.2 The Bureau Service Business Capability enables Post Office to pre-order

foreign currencies and travellers’ cheques at Counter Positions (the pre-order
Bureau Service facility).

2.8.3 The Bureau Service Business Capability enables Post Office to sell and top-

up travel money cards at Counter Positions (the travel money card Bureau
Service facility).

2.8.4 The Bureau Service Business Capability enables Post Office to capture,

validate and report on the barcode or serial number on travellers’ cheques
traded.

2.8.5 The Bureau Service Business Capability enables Post Office to control the

Bureau Service facilities available at a Counter Position by Post Office
Reference Data

2.8.6 The Bureau Service Business Capability enables Post Office to control the

currency types that can be traded by each Bureau Service facility at a Counter
Position by Post Office Reference Data

2.8.7 The counter dialogue for the Bureau Service facilities is controlled by Post

Office Reference Data in accordance with and subject to the provisions of the
CCD entitled “AP-ADC Reference Manual” (DES/GEN/MAN/0002).

2.8.8 The Bureau Service Business Capability enables Post Office to calculate up

to four quotes for each on-demand, pre-order or travel money card Bureau
Service Transaction and to present the quotes to the User

2.8.9 The Bureau Service Business Capability supports the ability to receive Spot

Rates Files and Margins & Commissions Files from Post Office in accordance

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with CCD entitled “Post Office to Fujitsu Services Bureau de Change Rates

Interface Specification” (RD/IFS/033), and to use the data in these files to:-

2.8.9.1 control the rates at which currencies, travellers’ cheques and travel
money cards are traded;

2.8.9.2 control the rates at which currencies and travellers’ cheques are
remitted, transferred and re-valued

2.8.10 The Bureau Service Business Capability supports the ability to receive Branch
Profile Files from Post Office and to use the data in a Branch Profile File to:
2.8.10.1 control the set of Margin Rates used when calculating quotes;
2.8.10.2 control the set of up-sell, value rounding and rate overriding

values specified in the Pricing Profile File which will be used when
calculating quotes;

2.8.11 The Bureau Service Business Capability supports the ability for Fujitsu to
receive Pricing Profile Files from Post Office and to use the data in these files
to control the up-selling, value rounding and rate overriding available in a
Branch.

2.8.12The Bureau Service Business Capability supports the ability for Fujitsu to send
Bureau Transaction and Control Totals Files to Post Office in accordance with
AIS ‘Bureau de Change Transactions Feed for FRTS' (NB/IFS/012).

2.8.13 Transactions undertaken using the Bureau Service Business Capability shall
be recorded as part of a Customer Session and shall be committed as part of
the settlement process using the Payment Management Business Capability.

2.9 Postal Services Business Capability

2.9.1. The Postal Services Business Capability supports a range of Mails Acceptance
and Mails Administration business processes taking place within designated
Branches together with support for the establishment and management of Postal
Services Reference Data. These will comprise: -

2.9.1.1 services provided to Customers that support the pricing and sale of mails
products;

2.9.1.2 the management of mail items received into and despatched from a
Branch;

2.9.1.3 the provision of data to Post Office and Postal Services Clients
concerning these operations;

2.9.1.4 tools to enable Post Office to establish and manage the Postal Services
Reference Data.

2.9.2 Mails Acceptance supports the over the counter processes for accepting mail
items from customers and comprises: -

2.9.2.1 the presentation and selection of valid primary, additional and value-add
mail services;

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2.9.2.2

2.9.2.3

2.9.2.4

29.2.5

2.9.2.6

2.9.2.7

2.9.2.8

incremental price calculation based on service and option selection;

the capture and validation of data (including track and trace barcode
data, destination, PAF addresses, weight, size, service choice etc) at
defined points throughout the Transaction;

the application of business rules against captured data or Customer
selections which may constrain or enforce subsequent product / service
choices or data collection;

support for bulk mail acceptance, optionally varying the business
process steps and rules including additional data capture and price
validation;

the production of mails labels and Certificate of Postings upon
completion of the Mails Acceptance transaction as determined by
business rules and associated Reference Data;

the provision of on-screen help information, including Mails Carriers’
conditions of acceptance, as determined by Post Office in support of the
above facilities; and

the ability to conduct multiple Mails Acceptance Transactions without
requiring individual re-selection of the Postal Services function.

Mails Administration supports the in-Branch processes for receiving and
dispatching mails items and comprises:

2.9.3.1

2.9.3.2

2.9.3.3

2.9.3.4

2.9.3.5

2.9.3.6

the recording of the receipt of track and trace mails items into a Branch
for later collection by Customers;

the provision of an enquiry and priced mails collection service for
Customers;

the management of uncollected items;

the management, reconciliation and reporting of mails items accepted
into a Branch via the Mails Acceptance facility. Certain mails items can
be excluded from this process as determined by business rules and
associated Reference Data;

support for a mails despatch and exception handling process for mails
items collected by Mails Carriers;

support for the receipt and reporting of undelivered priority mails items;
and

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2.9.3.7 the provision of on-screen 'Help', including conditions of acceptance,
information as determined by Post Office in support of the above
facilities.

The Postal Services Business Capability supports the transfer to the BIG of track
and trace and related data captured by the Mails Acceptance and Mails
Administration facilities for selected Mails Carriers and the transfer of completed
Postal Services transaction data to various Post Office systems._This comprises:

2.9.4.1 transfer of data in accordance with the CCD entitled "Horizon to Post
Office Feed for Track and Trace Application Interface Specification"
(AS/IFS/001); and

2.9.4.2 transfer of completed Postal Services Transaction data to the POLSAP
Software, DIW & HR SAP as part of transfer of all other Branch
Transaction data.

The Postal Services Business Capability enables Post Office to specify and
manage the Carrier Services Reference Data which controls the options, choices
and pricing for all Carrier Services. This comprises a range of data preparation
and maintenance tools to allow Post Office to manage the Carrier Services
Reference Data in readiness for introduction into live operation. These tools will
define the allowable Carrier Services, the associated business data (e.g. pricing
tables and calculations) and associated business rules (e.g. data validation,
service constraints and options) to be specified and maintained.

Transactions undertaken using the Postal Services Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.

2.10 Payment Management Business Capability

2.10.1

2.10.2

2.10.3

The Payment Management Business Capability enables the settlement of a
Customer Session using cash, cheque, vouchers, Debit Cards or Credit Cards as
methods of payment.

The Payment Management Business Capability manages the aggregation of the
required tender value for a Customer Session and provides change calculation
facilities.

The Payment Management Business Capability manages the production of any
AP Customer receipt and any required or requested Customer Session receipt
as part of the settlement of a Customer Session. The required layout of a AP
Customer receipt and a Customer Session receipt shall be defined in the CRD
entitled “HNG-X AP and ADC Receipts” (DES/GEN/SPE/0011).

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2.10.4

2.10.5

2.10.6

2.10.7

2.10.8

The following Debit Card Transaction types (defined in CCD entitled " (“Mapping
Schedule B3.2 to the HNG-X Solution” (REQ/GEN/REP/1091)) are supported by
the Payment Management Business Capability:

2.10.4.1 Debit Card purchase;
2.10.4.2 Debit Card Refund;

2.10.4.3 explicit Reversals;

2.10.4.4 Contactless Transactions; and
2.10.4.5 Contactless refunds.

The following Credit Card Transaction types are supported:

2.10.5.1 Credit Card purchase;
2.10.5.2 Credit Card Refund; and
2.10.5.3 explicit Reversals;

2.10.5.4 Contactless Transactions; and
2.10.4.5 Contactless refunds.

The Payment Management Business Capability implements the business rules
associated with the use of the Debit Card or Credit Card Method of Payment
which shall include the use of inclusion lists and exclusion lists which will specify
which products can be settled with which card types. Business rules will include
a transaction limit, set at a fixed amount which may be changed from time to time
via reference date by prior agreement with Post Office.

The Payment Management Business Capability implements the use of separate
authorisation dialogues using separate merchant identity/terminal identity values
for Bureau and non-Bureau products, support for the receipt of a referral
response, and the validation of the allowable products and allowable settlement
values according to the type of Debit Card or Credit Card.

The Payment Management Business Capability supports the Debit Card and
Credit Card Method of Payment via

(a) until Payment and Banking Trigger Point PBS3, Commencement
of Payment and Banking Pilot - an interactive exchange with the
Merchant Acquirer in accordance with the CCD entitled "Horizon
Online - Streamline Application Interface Specification"
(DES/APP/AIS/0009).

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(b)

(c)

between Payment and Banking Trigger Points PBS3,
Commencement of Payment and Banking Pilot and PBSS5,
Completion of Migration to Payment and Banking Service - an
interactive exchange with the Merchant Acquirer in accordance
with the CCD entitled "Horizon Online — Streamline Application
Interface Specification" (DES/APP/AIS/0009) for Transactions at
Counter Positions not yet migrated to Payment and Banking
Service, and via Payment and Banking Service for Transactions
at migrated Counter Positions; and

after Payment and Banking Trigger Point PBS5, Completion of
Migration to Payment and Banking Service - Payment and
Banking Service.”

2.11 Cash and Stock Management Business Capability

2.11.1. The Cash and Stock Management Business Capability provides facilities to
enable all Branches to capture data (including cash declarations, inward /
outward remittances, pouch collection and receipt) for onward submission to the
POLSAP Software.

2.11.2 The Cash and Stock Management Business Capability supports the receipt from
the POLSAP Software of planned orders and replenishment delivery details.

2.11.3. The Cash and Stock Management Business Capability provides the following
facilities within Branches:

2.11.3.1

2.11.3.2

2.11.3.3

2.11.3.4

2.11.3.5

2.11.3.6

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the display of screen dialogues that support cash and stock
transfers, cash and stock declarations, adjustments to cash
holdings;

scanning bar coded labels to monitor the movement of cash and
stock bags and pouches into the Branch;

the automatic inward remittance of the value of cash pouches
and bureau de change pouches using the associated
replenishment delivery details;

support for recording that selected cash and stock pouches and
bags are part of a REM Collection, or have been removed from
a REM Collection;

scanning bar coded labels to monitor the movement of cash and
stock bags and pouches that form a REM Collection out of the
Branch; and

a facility for viewing planned order details originated by the
POLSAP Software and transmitted to the Branch.

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2.11.4. The Cash and Stock Management Business Capability supports the recording of
cash movements by Branches that are designated as Operator Cash Branches.

2.12 Branch Management Business Capability

2.12.1. The Branch Management Business Capability provides facilities to enable
authorised Users within any Branch to perform various administrative functions

including:

2.12.11

2.12.1.2

2.12.13

212.14

212.15

2.12.1.6

Stock Unit balancing;
Branch accounting;
printing of Client summaries;

printing of Branch reports (including those on-demand reports
provided by POL SAP to Operator Cash Branches);

support for Reversals and Refunds; and

support for the application of Transaction Correction Records
supplied from the POLSAP Software.

2.13 Additional Branch Reporting Business Capability

2.13.1 The Additional Branch Reporting Business Capability supports the ability for Users to
access Branch reports using mechanisms other than Counter Positions or Admin Positions, such
mechanisms accessing the reports in accordance with the AIS ‘BRSS Data Access Server
(BDAS) to Branch Hub AIS' (DES/APP/AIS/37 18).

3. HIGH LEVEL DESCRIPTION OF THE SUPPORT FACILITIES

3.1 Introduction

Fujitsu Services shall provide the following Support Facilities that support or enable the
provision of the Business Capabilities described in paragraph 2. The functionality of the
Support Facilities is provided via the HNG-X System.

3.2 Branch Administration Support Facility

3.2.1. The Branch Administration Support Facility, available in all Branches and
requiring an operational data communications link, comprises a range of
functions including:

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3.2.1.1 User log on / off, which shall:

(a)

(b)

(c)

authenticate all Users logging on to a Branch terminal using full
access control and password management facilities, which shall
require each User to be identified by a unique User ID and
individual password;

ensure that Users shall only access those Business Capabilities
for which they have been given permission by the Branch and in
accordance with the Logon Restrictions of Training Controls,
unless they have been disabled using the Training Controls
Disablement and Re-Enablement Service; and

enable Users to log-on to a Branch terminal in their Branch in
accordance with their defined role. Any access to data or
services outside of that Branch is controlled exclusively by the
relevant Business Capability.

3.2.1.2 User / password management, which shall:

(a)

provide facilities to enable the Branch Manager to establish new
Users and set an initial password for all Users in a Branch.
Should a User forget their password the Branch Manager shall
be able to reset the password. The same procedure shall apply
at single Counter Position Branches and multiple Counter
Position Branches; and

for situations where the sole User (e.g. Branch Manager in a
single Counter Position Branch) has forgotten their password,
provide the facility to reset the User password. This shall be
triggered via the Service Desk and enabled via the Service
Management Service. The User shall then be able to reset their
User password.

3.2.1.3 Stock Unit creation / allocation, which shall allow authorised Users to:

(a)
(b)
(c)

(d)

introduce a new Stock Unit;

associate a user with a Stock Unit;

delete a Stock Unit; and

view details about a Stock Unit.

3.2.1.4 the provision of secure inactivity time-out facilities if a Branch terminal is
inactive for a period defined in Reference Data. Should the User be
unable to re-activate the time-out facility, the following actions may be

taken:

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(a)

(b)

(c)

(d)

after a period of time during which there is no active session, the
session shall be automatically logged-out;

the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by

entering his own User name / password;

once the Branch terminal has logged-out, any authorised User
may then use that Branch terminal; and

the above events shall be recorded as audit events.

The time-out facility shall allow the User to resume work with the
minimum delay consistent with achieving security in accordance with the
provisions of this Agreement.

3.2.1.5 Call logging, which shall enable a User via a Branch terminal to record
details of an Incident and for these details to be provided as a Service
Desk call to the Service Desk provided by Fujitsu up until the 2¢ July
2014. The system shall provide a unique call reference to the Incident.
For the avoidance of doubt this shall not be provided to the Service Desk
provided by the Next Supplier.

3.2.1.6 the provision of facilities to enable the User to:

(a)
(b)
(c)

(d)

(e)

(f)

save a session by settling the session to a holding account;
start a new session;
display a list of saved sessions;

select a saved session and recall the balance of the saved
session;

undertake further transactions after recalling a session; and

settle the recalled session.

3.2.1.7 the provision of facilities to enable Post Office Ltd to:

(a)

(b)

(c)

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Record postal services Reference Data in Selectica data format
using a set of spreadsheets designed by Fujitsu;

Dispatch updates to postal services Reference Data by sending
populated versions of the above set of spreadsheets to Fujitsu;

Require Fujitsu to upload populated sets of spreadsheets
provided by Post Office Ltd into the HNG-X Reference Data
preparation system (HRDP) ;

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(d) Enter postal services reference data that is not included within
the Selectica data format directly into the HRDP subsystem of
HNG-X
3.3 Branch Support Facility

3.4

3.5

3.3.1. The Branch Support Facility, available in all Branches and requiring an
operational data communications link, comprises a range of support facilities to
facilitate the delivery of a Business Capability at a Counter Position including:

3.3.1.1 the provision of a generic and updateable User help system comprising
linked context sensitive pages;

3.3.1.2 the display of sales prompts; and
3.3.1.3 the ability to support the bulk input of Transactions.
Transaction Management Support Facility

The Transaction Management Support Facility provides support for Transaction
aggregation and Transaction storage.

Until Payment and Banking Service Trigger Point PBS3, Commencement of Payment
and Banking Pilot:

The Transaction Management Support Facility also provides facilities to allow authorised
Post Office personnel to have enquiry access to Banking Transaction data using the
Transaction Enquiry Service.

After Payment and Banking Service Trigger Point PBS3, Commencement of Payment
and Banking Pilot:

The Transaction Management Support Facility also provides facilities to allow authorised
Post Office personnel to have enquiry access to Banking Transaction data using the
Transaction Enquiry Service, for Banking Transaction performed at Counter Positions not
yet migrated to Payment and Banking Service, or using the Payment and Banking Service
Web Portal for Banking Transaction performed at migrated Counter Positions.

After Payment and Banking Service Trigger Point PBS5, Completion of Migration to
Payment and Banking Service:

The Transaction Management Support Facility also provides facilities to allow authorised
Post Office personnel to have enquiry access to Banking Transaction data using the
Payment and Banking Service Web Portal.

File Management Support Facility

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3.5.1

3.5.3

3.5.4

The File Management Support Facility provides support for the automatic receipt
and dispatch of batch files between the HNG-X System and Clients, other third
parties, Post Office systems external to the HNG-X System and the POLSAP
Software.

Outbound batch files contain data originating from Business Capabilities that are
produced in accordance with the relevant AIS.

Inbound batch files are received directly from Clients or other third parties and
contain data for use by a Business Capability.

All data transfers shall be in accordance with the relevant Application Interface
Specification and Technical Interface Specification as specified in the CCDs
indicated to relate to these Business Capabilities and Support Facilities in the
CCD entitled “Post Office Contract Controlled and Contract Referenced
Document List” (COM/CUS/SPE/0001).

3.6 Reference Data Support Facility

3.6.1

The Reference Data Support Facility supports the receipt of Post Office
Reference Data for use by either business or system operations. Business
related Reference Data comprises information that relates to particular
Transactions. System related Reference Data comprises information that relates
to the state of the Branch and its associated software base (e.g. Event
management details, software version numbers).

Reference Data provided by Post Office comprises the definition of the properties
and relationships of the data to be processed and the processing methods that
are to be used. Reference Data use date/time and version controls, and are also
be used to contro! product availability within Branches. Additional Reference
Data may be created by Fujitsu Services.

Reference Data received from the Post Office Reference Data System shall be
in accordance with the CCD entitled “Application Interface Specification
Reference Data to Fujitsu Services Limited” (BP/IFS/010). The Reference Data
Support Facility also supports the manual input of data by Fujitsu Services’
personnel and incorporation of system generated data from other parts of the
HNG-X System.

The Reference Data Support Facility supports the receipt of Reference Data from
the Post Office Reference Data System delivered in separately identifiable
change instructions in accordance with the CCD entitled “Reference Data
Management Service: Service Description” (SVM/SDM/SD/0013). These change
instructions are then made available to a daily extract process when correct
authorisation for each request is received from Post Office. Details regarding the
delivery and authorisation of Reference Data are given in the following CCDs:

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3.6.4.1 for products, “Fujitsu Services / Post Office Ltd Interface Agreement for
Operational Business Change - Reference Data” (CS/PRD/058); and

3.6.4.2 for Branches, “Post Office Limited Operational Business Change —
Branch, Interface Agreement” (SVM/SDM/STD/0001).

The Reference Data Support Facility:

3.6.5.1 provides support for version control of Reference Data including start and
end dates for its validity; and

3.6.5.2 manages the distribution of Reference Data to Branches via the HNG-X
System.

The Reference Data Support Facility provides data used by all the Business
Capabilities and has the potential to extend this to additional Business
Capabilities running on the HNG-X System.

The Reference Data Support Facility checks Reference Data consistency and
reports any exceptions.

3.7 PAF Support Facility

3.7.1

The PAF Support Facility is a generic facility used by certain Business
Capabilities to:

3.7.1.1 allow Users to validate an address against the PAF Database by entering
the details of premises and postcode or premises, street and town of the
address to be validated;

3.7.1.2 present Users with a validated postal address;

3.7.1.3 permit Users to enter a postal address manually; and

3.7.1.4 make available the manually entered postal address for use by the
Branch Transaction that invoked the PAF Support Facility.

The PAF Support Facility is available at all Counter Positions in all Branches (but
access to the PAF Support Facility is only available at locations with an
operational data communications link)

3.8 Message Handling Support Facility

3.8.1

3.8.2

The Message Handling Support Facility supports the creation by Post Office of
plain text based messages which are distributed to all or selected Branches.

Within a Branch, Users may select messages for display and subsequent printing.

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3.8.3. The Message Handling Support Facility is available at all Counter Positions in all
Branches (but messages can only be received at locations with an operational
data communications link.)

3.9 Audit Support Facility

3.9.1. The Audit Support Facility enables the recording of an operational audit trail and
a commercial audit trail as defined in the CCD entitled "Audit Trail Functional
Specification" (CR/FSP/006). These comprise the audit trail associated with:

3.9.1.1 the set of audit events as set out in the CCD entitled "Audit Trail
Functional Specification" (CR/FSP/006)

3.9.1.2 the operation of:

(a) the Horizon Applications in each Branch prior to the HNG-X Date
in respect of that Branch; and

(b) Business Capabilities and Support Facilities in each Branch after
Branch migration has occurred in respect of that Branch; and

3.9.1.3 the audit trail of that part of Fujitsu Services’ internal commercial records
to which Post Office's internal auditors or agents, as specified in
Schedule D5, have access.

The audit trails shall conform to the CCD entitled "Audit Trail Functional
Specification" (CR/FSP/006).

3.9.2 (a) Until Payment and Banking Service Trigger Point PBS3, Commencement of
Payment and Banking Pilot, Data within the operational audit trail shall be retained for 18
months, although the set of records associated with a transaction voucher transacted by
an APOP Service and Transaction data relating to Transactions originated from the
Banking Business Capability and data relating to Transactions that are settled using the
Debit Card or Credit Card Method of Payment shall be retained for seven years.

b) After Payment and Banking Service Trigger Point PBS3, Commencement of Payment
and Banking Pilot, Data within the operational audit trail shall be retained for eighteen
(18) months, although; the set of records associated with a transaction voucher
transacted by an APOP Service shall be retained for seven (7) years; and Transaction
data relating to Transactions originated from the Banking Business Capability and data
relating to Transactions that are settled using the Debit Card or Credit Card Method of
Payment shall be retained for either; seven (7) years for Transactions performed from
Counter Positions not migrated to Payment and Banking Service; or fifteen (15) months
for Transactions performed from Counter Positions migrated to Payment and Banking
Service.

(c) After Payment and Banking Service Trigger Point PBS5, Completion of Migration to
Payment and Banking Service, Data within the operational audit trail shall be retained for
eighteen (18) months, although; the set of records associated with a transaction voucher

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transacted by an APOP Service shall be retained for seven (7) years; and Transaction
data relating to Transactions originated from the Banking Business Capability and data
relating to Transactions that are settled using the Debit Card or Credit Card Method of
Payment, processed under the Payment and Banking Service, shall be retained for fifteen
(15) months.

3.9.2

Data within the commercial audit trail shall be retained for seven years, although
some data will be retained for the term of this Agreement which may be longer.

Access to audit trail data is provided to authorised Post Office personnel either
by interactive access or through a set of standard reports.

Security of data and audit trail

All data captured at the Data Centre either as part of a Transaction performed at
a Counter Position or as an administration function shall form part of a unique
Transaction which shall have a unique reference number. The format of this
Transaction shall vary according to the Transaction type but will typically contain:

(a) Branch Code;

(b) Counter Position ID;

(c) unique Transaction ID;
(d) date;
(e) time;

(fy User ID; and

(9) Transaction details.

3.10 Reconciliation Support Facility

3.10.1

3.10.2

The Reconciliation Support Facility and associated reports support Post Office in
establishing a common financial position between Post Office and those Clients
and other third parties whose own processes may cause them not to accept a
Transaction performed in a Branch.

Reports will be produced and provided to Post Office and the Reconciliation
Support Facility will be supported by the processes specified in the CCD entitled
“End to End Reconciliation Reporting" (SVM/SDM/SD/0020).

3.11. Training Support Facility

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3.11.1

3.11.2

3.11.3

3.11.4

3.11.5

3.11.6

3.11.7

3.11.8

The Training Support Facility supports training from CTOs enabling each CTO
Counter within a CTO to operate an independent training environment.

The Training Support Facility utilises those aspects of the Business Capabilities
and Support Facilities that provide Branch based capability together with
separate functionality to simulate online interfaces which will return pre-defined
simulation responses.

Users of the Training Support Facility will generate Training Transactions and
Training Data that will be separated and separately identifiable from HNG-X
Transactions and data. Training Data will not be passed to external clients or the
audit stream.

Reports generated using the Training Support Facility will reflect the Training
Transactions performed during the Training Session and stock levels reported will
be adjusted accordingly.

Post Office will establish and manage each CTO Branch as a Branch within the
live estate and each will be allocated their own Branch Code which will indicate
that they are a CTO Branch.

The Training Support Facility will utilise Branch Infrastructure and will require the
use of an operational data communications link in order to process Training
Transactions. Each CTO Counter within a CTO will be connected by LAN through
the shared single branch router, and there will be a shared back office printer.

The Training Support Facility will enable the Training Data of a CTO Counter to
be reset back to a pre-defined default state.

The Training Support Facility will require the use of an operational data
communications link in order that updates of software change and reference data
can occur. This may take place automatically in the same manner as for Branches
or at points in time that are agreed between Fujitsu Services and Post Office.

4. ADDING NEW BUSINESS CAPABILITIES OR SUPPORT FACILITIES

41 Introduction

4.4.4

When a new Business Capability or Support Facility is to be added under the
Change Control Procedure, the following actions shall be completed:

4.1.1.1 a high-level description of the Business Capability or Support Facility
shall be incorporated into paragraphs 5 or 6 including a statement of any
interdependency with any existing (or new) Business Capability or
Support Facility as appropriate;

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4.1.1.2 the relevant Schedules to this Agreement shall be updated to record the
new Business Capability or Support Facility, including:

(a) Schedule 1 (Interpretation);
(b) Schedule C1 (Service Level Principles and Remedies);
(c) Schedule A5 (Post Office Responsibilities);

(d) this Schedule B3.2 (Business Capabilities and Support
Facilities); and

(e) other Schedules to this Agreement, as relevant; and

4.1.2 Relevant CCDs shall be created or updated and referenced from the table
contained in paragraph 7.

5. ADDITIONAL BUSINESS CAPABILITIES
This paragraph will include brief descriptions of each new Business Capability.
5.1 POca Card Issuing Business Capability

5.1.1. The POca Card Issuing Business Capability enables Post Office at Counter
Positions to:-

5.1.1.1 issue POca Cards to new cardholders;
5.1.1.2 issue replacement POca Cards for lost or stolen cards;
5.1.1.3 issue replacement POca Cards for damaged cards;
5.1.1.4 withdraw POca Cards
5.1.2 The components of the POca Card issuing Business Capability are as follows:

5.1.2.1 Counter Transactions that use the In/Out Payment Business Capability
to generate Transactions;

5.1.2.2 a network interface to the POca VPN network
5.1.2.3 a web service to:

(a) convert on-line Transactions generated by the counter into on-
line Transactions in the POca host service format;

(b) route POca on-line Transactions to the POca host service;

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(c) convert the response to on-line Transactions returned from the
POca host service into on-line Transactions in counter format,
(d) generate error messages if the on-line Transaction has not been
processed successfully;
5.1.3. The counter dialogue for POca money transfer transactions is controlled by Post

Office Reference Data

Transactions undertaken using the Bureau Service Business Capability shall be
recorded as part of a customer session and shall be committed as part of the
settlement process using the Payment Management Business Capability

5.2 Channel Integration Capability

6.2.1

The Channel Integration capability enables non-HNG-X devices to access a
subset of HNG-X services through the use of a collection of technical services
that handle the inbound and outbound messages to the non-HNG-X device and
integrates with the HNG-X services.

5.3 Paragraph removed by CCN1640a

5.3.1

Not Used

5.4 Smart Metering Capability

5.4.1

The Smart Metering capability means the web service provided by Fujitsu that
allows customers of British Gas to access and top up their Smart Card for usage
on British Gas Meters.

6. ADDITIONAL SUPPORT FACILITIES

This paragraph will include brief descriptions of each new Support Facility.

6.1 Generic Web Services (GWS) Support Facility

6.1.1

6.1.2

Fujitsu Services will provide a set of services as defined in Annex C of the CCD
‘Data Centre Operations Service: Service Description’ (SVM/SDM/SD/0003) to
enable GWS Clients to be developed, tested and deployed in the Fujitsu Data
Centre.

The Generic Web Services Support Facility provides a generic set of facilities in
the Fujitsu Data Centre which enables Post Office to:

6.1.2.1 define new GWS Clients;

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6.1.2.2 amend or update existing GWS Clients defined using the Generic Web
Services Support Facility;

The Generic Web Services Support Facility enables messages to be received
from, and responses to be sent to, an In/Out Payment Counter Transaction as
defined in the CCD entitled “AP-ADC Reference Manual” (DES/GEN/MAN/002)
and the ‘APOP Authorisation Service — On-line Application Interface
Specification” (AP/IFS/064);

The Generic Web Services Support Facility enables messages to be sent to, and
responses to be received from, the GWS Client over the internet;

The Generic Web Services Support Facility enables messages sent to, and
responses received from, the GWS Client to be encrypted as defined in the ‘Web
Service Client Connection Process’ (REQ/GEN/PRO/1386);

Using the ‘Web Service Client Connection Process’ (REQ/GEN/PRO/1386) the
Generic Web Services Support Facility enables Post Office to define for a Generic
Web Service Client:

6.1.6.1 the routing of on-line messages between an In/Out Payment Counter
Transaction and a GWS Client;

6.1.6.2 the transaction mapping between the In/Out Payment message format
and the GWS Client message format:

e field mapping;
© field validation;
° data transformation;
6.1.6.3 the response code mapping between the response received from the
GWS Client and the response returned in the In/Out Payment Counter

Transaction;

6.1.6.4 the message data which must not be written to the Generic Web Service
log file;

6.1.6.5 the network connection type.

6.2 Client File Delivery Support Facility

6.2.1 The Client File Delivery Support Facility enables:

6.2.1.1 transactions in PayStation and Post & Go-transaction files to be
posted into the branch accounts;

6.2.1.2 transactions in the PayStation and Post & Go transaction files to be
collated with HNG-X counter transactions;

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6.2.2

6.2.1.3 delivery of collated AP transaction data to Post Office Clients;
6.2.1.4 delivery of collated transaction data to POL MI Services;
6.2.1.5 Not Used;

6.2.1.6 collated AP transaction data to be summarised and delivered client
transaction summaries;

The Client File Delivery Support Facility enables Data Files to be transferred
to/from the Post Office Data Gateway Support Facility

6.3 Post Office Data Gateway Support Facility

6.3.1

6.3.2

6.3.4

The Post Office Data Gateway Support Facility enables Data Files to be
transferred between:-

6.3.1.1 the HNG-X Data Centre and Post Office Clients;

6.3.1.2 the Post Office Data Centre and the HNG-X Data Centre;
6.3.1.3 Post Office Clients and the Post Office Data Centre;

The Post Office Data Gateway Support Facility enables:

6.3.2.1 Data File transfers to the Post Office Data Gateway Support Facility
to be initiated by the Post Office Data Gateway or by Post Office or its
Clients;

6.3.2.2 Data File transfers from the Post Office Data Gateway Support Facility
to be initiated by the Post Office Data Gateway or by Post Office or its
Clients;

The Post Office Data Gateway Support Facility enables a Data File received
by the Post Office Data Gateway Support Facility in one format to be
transformed into another format that is supported by either Post Office or its
Clients;

The Post Office Data Gateway Support Facility enables Data Files received
by the Post Office Data Gateway Support Facility to be merged into a single
Data File;

The Post Office Data Gateway Support Facility enables Data Files output by
the Post Office Data Gateway Support Facility to be transferred to one or more
recipients;

The Post Office Data Gateway Support Facility enables Data Files to be
transferred using one of the Post Office Data Gateway Support Facility
protocols specified in the ‘Post Office Data Gateway to Post Office Clients
Technical Interface Specification’ (DES/NET/TIS/1499);

6.3.7. The Post Office Data Gateway Support Facility enables Data Files to be transferred from
an external (to the HNG-X Data Centre) sending service, or transferred to an external (to the
HNG-X Data Centre) receiving service, using ISDN connections or the internet.

6.4 Common Digital Platform Adaptor

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6.4.

1 The Common Digital Platform Adaptor relays messages received from the
HNG counters using AP-ADC. scripts to the external platform known as
Common Digital Platform and relays the responses from Common Digital
Platform back to the HNG counters.

7. LIST OF RELATED DOCUMENTS

7.1 Busines:

744

7.2
paragraI

Table B

s Capability and Support Facilities definitions

Prior to start of Trigger Point T5 (Data Centre Ready for HNG-X), the provisions
of Schedule B4.2 (Horizon software) applied and was linked to a number of
definition documents. Following the implementation of Project HNG-X these
documents were withdrawn.

This Schedule B3.2 provides a summarised description of the HNG-X Business
Capabilities which defines the functionality available at each Post Office Counter
for serving Customers and the Support Facilities which define the administration
and background functionality used by Branches.

In addition, the CCD entitled ‘Mapping Schedule B3.2 to the HNG-X Solution’
(REG/GEN/REP/1091) provides a list of the existing Solution Baseline
Documentation Sets and Contract Controlled Documents that apply to each
Business Capability and Support Facility described in this Schedule B3.2.

The CCDs and CRDs listed in Table B below supplement the document described in

ph 7.1.3 and relate to more than one Business Capability / Support Facility.

8.

8.1

HNG-X Technical Security Architecture

CCD ARC/SEC/ARC/0003

Horizon OPS Reports and Receipts - Post
Office Account Horizon Office Platform
Services

CCD SD/DES/005 (Replaced by (CCD)
(DES/GEN/SPE/0008) September 2011,
(CCD) (DES/GEN/SPE/0009) December
2013, (CRD) (DES/GEN/SPE/0010) May
2015, (CRD) (DES/GEN/SPE/0011)
November 2013

HNG-X Style Guide

(CCD) DES/APP/STD/0001

POL Service Types

The POL Service Types applicable to the period after Acceptance Point Z3 are set out in

Annex 1 to this Schedule.

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8.2

8.3

9.1

If Post Office notifies Fujitsu Services in writing that it no longer requires use of a POL
Service Type and requests that Fujitsu Services disable that POL Service Type in
accordance with Clause 10.5, then where Post Office ceasing to use that POL Service
Type may affect the use of any other POL Service Type(s), Fujitsu Services shall advise
Post Office accordingly. Where Fujitsu Services so advises Post Office, the Parties will
discuss and agree (acting reasonably) the appropriate steps to be taken to address the

effect of disabling the POL Service Type on any other POL Service Type(s).

In relation to the Generic Web Services (GWS) Support Facility, the GWS Client list that
shall be maintained by Fujitsu Services is set out in Annex 2 to this Schedule B3. Should
Post Office Limited no longer require use of a GWS Client it shall give Fujitsu Services
no less than 30 days written notice:

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule B3.2:

Document Reference Document Title

4 ARC/SEC/ARC/00003 HNG-X Technical Security
Architecture

2 SD/DES/005 Horizon OPS Reports and Receipts.
- Post Office Account Horizon
Office Platform Service

3 DES/APP/STD/0001 HNG-X Style Guide

4 COM/CUS/SPE/0001 Post Office Contract Controlled and
Contract Referenced Document
List

5 DES/GEN/MAN/0002 AP-ADC Reference Manual

6 CS/PRD/058 Fujitsu Services / Post Office Ltd
Interface Agreement for
Operational Business Change -
Reference Data

7 BP/DOC/008 Automated Payments System
Client List

8 BP/DOC/014 POCL Automated Payments
Generic Rules

9 EF/SER/001 Debit Card MoP Functional
Description

10 AP/MAN/004 APOP Authorisation — Service
Reference Manual

11 BP/SPE/046 APOP Definition

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12 SVM/SDM/SD/0020 End To End _ Reconciliation
Reporting

13 CRI/FSP/006 Audit Trail Functional Specification

14 SVM/SDM/SD/0013 Reference Data Management
Service: Service Description

15 SVM/SDM/STD/0001 Post Office Ltd Operational
Business Change —- _ Branch,
Interface Agreement

16 Not Used Not Used

17 BP/IFS/010 Application Interface Specification
Reference Data to Fujitsu Services
Limited

18 AS/IFS/001 Horizon to Post Office Feed Feed
for Track and Trace Application
Interface Specification

19 DES/APP/AIS/0009 Horizon Online — Streamline
Application Interface Specification

20 ARC/SOL/ARC/0001 HNG-X = Solution — Architecture
Outline

21 ARC/SEC/ARC/0002 Horizon Security in the absence of
HNG-X

22 REQ/GEN/REP/1091 Mapping Schedule B3.2 to the
HNG-X Solution

23 DES/GEN/SPE/0008 HNG-X Branch and Counter
Reports

24 DES/GEN/SPE/0009 HNG-X Receipts, Slips and Labels

9.2 The following CRDs are associated with this Schedule B3.2.

1. (DES/GEN/SPE/0011) HNG-X AP and ADC
Receipts
2 DES/GEN/SPE/0010 HNG-X Banking, Debit

Card = and ETopUp
Receipts and Texts

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ANNEX 1

POL SERVICE TYPES

HNG-X

1 I Point of Sale

2 I In/Out Payment (basic services)

3 I In/ Out Payment (Advanced Data Capture)

4 I In/Out Payment (APOP)

5 I Until Payment and Banking Service Trigger
Point PBS5, Completion of Migration to
Payment and Banking Service;

Banking (CAPO)
After Payment and Banking Service Trigger
Point PBS5, Completion of Migration to

Payment and Banking Service;

Removed by CCN1672a

6 I Until Payment and Banking Service Trigger
Point PBS5, Completion of Migration to
Payment and Banking Service;

Banking (Santander)
After Payment and Banking Service Trigger
Point PBS5, Completion of Migration to

Payment and Banking Service;

Removed by CCN1672a

7 I Until Payment and Banking Service Trigger
Point PBS5, Completion of Migration to
Payment and Banking Service;

Banking (LINK)
After Payment and Banking Service Trigger

Point PBS5, Completion of Migration to
Payment and Banking Service;

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Removed by CCN1672a

8 I DVLALicensing

9 I Electronic Top-Up

10 I Bureau Service

11. I Postal Services

12 I Payment Management (Basic MOPs)

13 I Payment Management (Debit Card)

14 I Payment Management (Credit Card)

15 I Cash and Stock Management

16 I Branch Management

17 I Branch Administration

18 I Branch Support

storage and management)

19 I Transaction Management (Transaction

20 I Transaction Management (TES QA)

21 I File Management

22 I Reference Data

23 I PAF

24 I Message Handling

25 I Audit

26 I Reconciliation (Banking style)

27 I Reconciliation (AP style)

28 I CTO Training

29 I POca Card Issuing Business Capability

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30

Generic Web Services Support Facility

31

Client File Delivery Support Facility

32

Post Office Data Gateway Support Facility

33

Collect and Returns Support Service

34

Removed by CCN1640a

35

Smart Metering Capability

36

Channel Integration Capability

37

Common Digital Platform Adaptor (CDPA)

38

Additional Branch Reporting Business
Capability

39

After Payment and Banking Service Trigger
Point PBS4, Commencement of Migration to
Payment and Banking Service;

Banking (Ingenico/Vocalink)

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ANNEX 2

GENERIC WEB SERVICES (GWS)

GWS Client Name I Date Effective cTorcwo I Date of GWS_I CT or CWO
from: introducing the Client removing the
. Ceased Service
Service into
Live
1 SFA (Skills 43%" T1009 31% May CT1943
Funding Agency) November 2016
2012
2 POLO 10" December cT1218 31% Dec 2019 I CWO148a
2012
3 UK Online 23" May 2013 cT1201a 31% Dec 2019 I CWO148a
4 DVLA Vehicle 16" June 2013 CT1091
Excise Duty (VED
and_ Change of Tax
Class (CTC)
Note: Duplicate
Licence
DL) element
removed under
CT1585
5 Homephone & 25t July 2013 cT1214 31% May 2021 I CWO0365a
Broadband
6 National Express 15th CT1213
Ticketing service September
Web Service 2013
7 The Health Lottery 416% CT1256
September
2013

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8 UKBA (UK Border oat" CT1261a 31% Oct 2017 I CT2272
Agency) Support November
Payments Web 2013
Service
9 DVLA Direct Debit 45 October CT1584
2014
10 Click & Collect 412% May 2015 CT1398,
CT1346b
1 FMCV Travel 28" April 2015 CT1429,
Money Card CT1513, CT1943

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SCHEDULE B3.3

HNG-X CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE

Version History

31 Agreed version as at date of signature of CCN 1200
26/09/06 Minor corrections
25/01/07 Baseline copy of 1.1
23/02/09 Baseline copy of 2.1
13/05/09 Applying changes as per CCN1258
06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu
23/12/09 Applying changes as per CCN 1268
05/01/10 Applying changes as per CNN 1272
31/03/10 Applying changes as per CCN1276a
01/04/10 Applying changes as per CCN1270
10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu.
21/02/12 Applying changes specified in CCN1294d
13/01/14 Applying changes as per CCN1349,1311b, 1328b
and CCN1400
10.0 10/09/15 Applying changes as per CCN1418, CCN1420a and

as subsequently amended in this CCN1506 and
moving all Schedules to V10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN1423c, CCN1427 and
moving all Schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN1610, CCN1614a,
CCN1618a, CCN1621 and moving all schedules to
V12.0

13.0 Updating as per CCN1629, CCN1632 and
CCN1650c and moving all Schedules to v13.0

14.0 20/12/2021 Updating as per CCN1651b, CCN1655a,
CCN1662a, CCN1623b, CCN1648b, CCN1672a
and moving all Schedules to v14.0

14.0a 5/5/2022 Updating as per CCN1623b Part 2 sections missed
in V14.0 conformance.

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SCHEDULE B3.3

HNG-X CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE

1. HNG-X SERVICE INFRASTRUCTURE
11 Introduction
1.1.1. This Schedule B3.3 records and specifies the HNG-X Service Infrastructure that
shall be provided by Fujitsu Services in order to deliver the Business Capabilities
and Support Facilities described in Schedule B3.2.

1.1.2 The HNG-X Service Infrastructure comprises, in the period up to 318' March 2015:

(a) Branch Infrastructure, the provisions relating to which are set out in
Schedule B3.4;

(b) HNG-X Central Infrastructure;

(c) HNG-X Telecommunications Infrastructure; and

(d) POLSAP Central Infrastructure (from the POLSAP R11 Go Live Date)
and in the period from 1* April 2015, the
(a) HNG-X Central Infrastructure;
(b) HNG-X Telecommunications Infrastructure; and

(c) POLSAP Central Infrastructure (from the POLSAP) R1 Go Live Date).
and in the period from 14" March 2019, the
(a) HNG-X Central Infrastructure; and

(b) I HNG-X Telecommunications Infrastructure.

1.1.3 The HNG-X Service Infrastructure provides functions and capabilities used to
deliver the Business Capabilities and Support Facilities, and the Operational
Services.

1.1.4 The provisions of this Schedule shall not apply in respect of the HNG-X Central
Infrastructure or HNG-X Telecommunications Infrastructure, and accordingly it
does not form part of the HNG-X Service Infrastructure.

1.2 HNG-X Central Infrastructure

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1.2.6

1.2.7

1.2.9

Subject to paragraph 1.3.4(f), Fujitsu Services shall provide all equipment at the
Data Centres necessary to provide the Business Capabilities and Support
Facilities. This equipment, including the telecommunications equipment, shall
have sufficient capacity to meet the business volumes as set out in the CCD
entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033).

The Transfer Asset Register shall be updated in accordance with the timetable
contained in paragraph 3.2.1 of Schedule E.

Fujitsu Services shall maintain all increases in the capacity of the HNG-X Service
Infrastructure which Fujitsu Services have agreed to make at the request of Post
Office.

Fujitsu Services shall retain all hardware and software provided to a particular
Post Office specification, save that Fujitsu Services may substitute identical
replacements for such hardware and software.

Fujitsu Services may replace, upgrade, remove or decommission hardware and
software from time to time comprised in the HNG-X Service Infrastructure
provided that it continues at all times to comply with its obligations in paragraphs
1.2.3 and 1.2.4 (unless agreed otherwise under the Change Control Procedure).

Fujitsu Services shall use the facilities of the DR Data Centre to provide a testing
environment, which shall be known as the SV&I Rig which shall support functional
testing until 31S* December 2021.

Fujitsu Services shall maintain at their Bracknell location the Integration (INT) Rig
which shall support integration testing until 31S December 2021.

Fujitsu Services shall maintain at their Bracknell location the Component
Integration and Test (CIT) Rig which shall support development testing until 31%
December 2021.

Any additional test configurations that are required to support changes to Post
Office's business shall be dealt with through the Change Control Procedure.

1.2.10 Not used - removed by CT2589b

1.3 HNG-X Telecommunications Infrastructure

1.3.1

1.3.2

1.3.3

Removed by CCN1623b

Removed by CCN1623b

Central Telecom Infrastructure

The Central Telecom Infrastructure provides network connections:
(i) between Data Centres and Post Office sites;

(ii) between Data Centres and Client sites;

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1.3.4

(iii)
(iv)
(v)
(vi)

(vii)

between Data Centres and Fujitsu Services support sites;
between Data Centres and the Ingenico Central Platform;
between the Data Centres and third party support sites;
between the two Data Centres (intercampus links); and

for the test service including any test Branches.

Interface support for Post Office services or Client services

(a)

The HNG-X Telecommunications Infrastructure shall include capability
to enable connection between the Data Centres and Post Office systems
or Client systems. The style of connection and operation shall be
defined in the relevant TIS and shall support real and delayed time
initiation of activities.

The HNG-X Telecommunications Infrastructure and HNG-X Central
Infrastructure shall provide a file distribution function which shall be
responsible for the transfer, monitoring and retry of files as specified in
the relevant AIS and / or TIS.

The HNG-X Service Infrastructure shall support authorisations for Post
Office products through access to computer systems which are external
to Post Office services or are within Post Office services.

Additional Post Office services or additional Client services which
require an additional interface may be agreed from time to time between
Post Office and Fujitsu Services and shall be specified in an additional
TIS and / or an additional AIS.

Interface Support for Santander

(i) Fujitsu Services shall be responsible for provision of, security of,
and management of the communications link between the Data
Centres and Santander (which for the purposes of this Schedule
includes the physical routers, encryption devices, file transfer
management servers and associated cabling), subject to Post
Office complying with (and ensuring that any third party Post
Office uses for siting or storage of such equipment complies with)
the following:

(1) provision of a suitable physical operating environment
for Fujitsu Services’ equipment used for or in connection
with the communications link including the following:

(A) ensuring the physical security of all equipment
which is located on Post Office and/or any such

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third party's premises to protect against
unauthorised access; and

(B) provision of environmental conditions as
reasonably required by Fujitsu Services.

permitting Fujitsu Services to gain access (at
reasonable times and on reasonable notice) to all
locations where such equipment is held or is to be
installed, in order to enable Fujitsu Services to effect or
procure the installation, maintenance, repair, renewal
and support of such equipment.

(f) Interface Support for CAPO, LINK and Vocalink

(i) Post Office shall be responsible for procuring the provision of,
security of, and management of the communications links
between the Data Centres and CAPO and LINK respectively
(which for the purposes of this Schedule shall include the physical
routers, encryption devices, file transfer management servers
and associated cabling) in accordance with and subject to
paragraph 1.3.4(g), subject to Fujitsu Services complying with
(and ensuring that any Subcontractor or third party Fujitsu
Services uses for siting or storage of such equipment complies
with) the following:

(1)

(2)

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provision of a suitable physical operating environment
for CAPO and LINK equipment used for or in connection
with the communications links including the following:

(A) ensuring the physical security of all equipment
which is located on Fujitsu Services and/or any
such third party's premises to protect against
unauthorised access; and

(B) provision of environmental conditions as
reasonably required by CAPO and/or LINK;

permitting CAPO and/or LINK (including their respective
contractors) to gain access (at reasonable times and on
reasonable notice, and subject to paragraph 1.3.4(g)) to
all locations where such equipment is held or is to be
installed, in order to enable Post Office to effect or
procure the installation, maintenance, repair, renewal
and support of such equipment; and

any reasonable request for co-operation and/or
information made by Post Office from time to time,
where the provision of such co-operation or information

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ci)

is necessary to enable Post Office to perform the Post
Office Communications Links Services.

Post Office shall be responsible for procuring the provision of,
security of, and management of the communications links
between the Ingenico Central Platform and Vocalink in
accordance with and subject to paragraph 1.3.4(g), subject to
Fujitsu Services complying with (and ensuring that any Sub-
contractor or third party Fujitsu Services uses complies with) any
reasonable request for co-operation and/or information made by
Post Office from time to time, where the provision of such co-
operation or information is necessary to enable Post Office to
perform the Post Office Communications Links Services.

(g) Post Office Communications Links Services

Post Office shall, in relation to paragraph 1.3.4(f), be responsible for
ensuring that:

(i)

(ii)

(iii)

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the Post Office Communications Links Services are carried out
promptly, efficiently, diligently and professionally, and with all
reasonable skill and care;

it obtains an undertaking from each Vocalink/LINK and CAPO
that its respective employees, servants, agents or sub-
contractors engaged to perform the Post Office
Communications Links Services:

(1) keep confidential, and not disclose to anyone else, any
Confidential Information of Fujitsu Services disclosed by
or obtained from Fujitsu Services (or its subcontractors)
in the course of performing the Post Office
Communications Links Services;

(2) use such Confidential Information only to the extent
reasonably required to perform the Post Office
Communications Links Services; and

(3) return such Confidential Information held in tangible form
to Post Office, and to irretrievably delete or destroy all
such information held in electronic form, on termination
or expiry of that party's obligations in respect of the Post
Office Communications Links Services,

other than as required by law;
it or any third party engaged by it to perform the Post Office

Communications Links Services complies with any reasonable
instructions and/or requirements (including without limit any

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reasonable instructions and/or requirements relating to Data
Centre security) given to it by Fujitsu Services(or its
Subcontractors) from time to time; and

(iv) the communication links between the Data Centres and CAPO
and LINK (respectively) and between the Ingenico Central
Platform and Vocalink, shall have sufficient capacity to meet
Post Office's business volume requirements from time to time;
and

(v) Post Office shall fully indemnify Fujitsu Services in respect of
any personal injury or loss of or damage to Property incurred by
Fujitsu Services, its contractors or their respective employees
and authorised agents to the extent that such personal injury or
loss of Property is caused by a Default of Post Office, its
employees, agents or contractors in connection with the
performance of the Post Office Communications Links Services.

1.4 Exclusivity

1.4.1

1.4.2

No computer system shall be connected to the HNG-X Central Infrastructure or
to those elements of the HNG-X Telecommunications Infrastructure which are
employed exclusively in the provision of the HNG-X Services without the approval
of Post Office.

Fujitsu Services shall maintain a register of computer systems with which such
connections are allowed.

The HNG-X Central Infrastructure and HNG-X Telecommunications Infrastructure
shall provide links into other computer systems as required to support the
introduction of new or re-engineered Transactions required by Post Office.

The identity of any computer system with which a link is to be established shall
be authenticated.

Fujitsu Services shall produce reports detailing any attempt to establish a link
(specified in paragraph 1.4.3) which is rejected. Fujitsu Services shall provide
these reports to Post Office on request. Such reports will not be required where
the link is between the HNG-X Central Infrastructure / HNG-X
Telecommunications Infrastructure and the Banks; and the rejection is due to a
failure of the Banks; or between the HNG-X Central Infrastructure / HNG-X
Telecommunications Infrastructure and the MA and the rejection is due to a failure
of the MA.

1.5 Continued Support of operating systems and Software

Fujitsu Services shall fully support the Software in the HNG-X Service Infrastructure
during the life of the elements of HNG-X Service Infrastructure on which such Software is
utilised in providing Services

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1.6 Functional Title or Code
Fujitsu Services shall ensure that each component of the HNG-X Service Infrastructure
is clearly marked with a functional title or code so that it can be readily identified in the

relevant documentation and related to its proper place in the HNG-X Service
Infrastructure.

17 Not Used

1.7.1 Not Used.
1.7.2 Not Used.
2 SECURITY
21 Introduction
This section covers the security provisions relating to the HNG-X Service Infrastructure.
2.2 Encryption Key Management
2.2.1. The HNG-X System shall support a reliable and secure means for the transfer of
data to the Data Centre. This shall include the use of techniques used selectively
and in agreement between Post Office and Fujitsu Services as specified in the
CCD entitled "HNG-X Technical Security Architecture" (ARC/SEC/ARC/0003)
2.2.2 With the exception of PIN Pads (in which case paragraph 2.1.4 of Schedule B3.4
shall apply), a key management system shall be in place so the encrypted data
can be deciphered without risk of that cryptographic key being exposed.
2.2.3. Fujitsu Services shall support the use of PIN Pads and the associated
cryptographic management. PIN Pads shall comply with the requirements of ISO
9564.
3. BUSINESS CONTINUITY

3.1 Introduction

This paragraph 3 covers the business continuity provisions relating to the HNG-X Service
Infrastructure.

3.2 End to End Recovery

End-to-end recovery shall be performed by Fujitsu Services in accordance with the CCD
entitled “HNG-X Business Continuity Framework” (SVM/SDM/SIP/0001).

3.3 Business Continuity

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3.3.1

Data Centre Resilience

(a)

(d)

One Data Centre will be used to support the Business Capabilities and
Support Facilities (the “Live Data Centre”) with a second Data Centre
providing DR (the “DR Data Centre”). There are network components
(appliances and platforms) at the DR Data Centre which contribute to
the provision of Business Capabilities and Support Facilities.

The DR Data Centre will under normal operation be used for testing
except where it needs to be used for business continuity tests. The DR
Data Centre will also host some live network components.

Each Data Centre shall have the capability in normal operation with no
failures or a single failure having occurred:

(i) to support the Contracted Volumes as defined in the CCD
entitled "Horizon Capacity Management and Business Volumes”
(PA/PER/033); and

(ii) to support Fujitsu Services’ obligations in respect of Service
Levels set out in Schedule C1 and each applicable Service
Description.

Each Data Centre will be configured such that the failure of a single
component will not cause the Business Capabilities and Support
Facilities to fail. For the avoidance of doubt, Fujitsu Services will inform
Post Office of those major Data Centre components whose failure may
result in the need to invoke DR. There is a single high capacity WAN
circuit into each Data Centre. Should the link into one Data Centre fail
then a patch via the other Data Centre will be used.

Switchover to backup systems within the Data Centre and for the
network connections within the Data Centre:

(i) for real-time elements of the Business Capabilities and Support
Facilities shall be automated; and

(ii) for non-real time elements may be automated or manual.

Switchover from the Live Data Centre to the DR Data Centre will be
manually initiated.

In the event that the DR Data Centre needs to be used to run the live
service or if the DR Data Centre itself is unavailable, there will be no
significant test environment available. In this scenario, limited testing
(sufficient to test minor fixes needed to keep the live service operational)
will be available at a Fujitsu Services development site. However such
testing facilities will not be sufficient to test releases.

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3.3.2 The Central Network

(a)

The Central Network comprises the network communications between
the Data Centres and the switches used by Fujitsu Services (or Fujitsu
Services' Sub-contractor which operates such network) to:

(i) Until November 15" January 2018, answer ISDN calls from
Branches;
(ii) convert asynchronous transfer mode (ATM) communications
from ADSL Branches into internet protocol (IP) communications;
or

(ili) convert leased line communications from Branches into internet
protocol (IP) communications

(iv) convert wireless wide area network (WAN) protocols from
Branches into internet protocol (IP) communications,

(the "Central Network").

The loss of a major sub-contractor network switching node within the
Central Network shall not cause the complete loss of the Branch
Telecom Infrastructure. However, should a loss of a major sub-
contractor network switching node within the Central Network occur,
Fujitsu Services (in addition to its other obligations under this
Agreement) shall use all reasonable endeavours to procure that any
shortfall in system performance is recovered within seven days of that
loss.

The Central Network shall be configured such that there shall be no
single point of failure within the Central Network. Some failures in the
Central Network may require the Branch to re-establish communications
with the Data Centre.

3.3.3 The Santander Circuit

(a)

The Santander Circuit shall be configured such that there shall be no
single point of failure (including site failure) within the Santander Circuit.

"The Santander Circuit shall have the capability in normal operation, with
no failures or a single failure having occurred to that link:”

(i) to support the Contracted Volumes for Banking Transactions for
Santander as defined in the CCD entitled "Horizon Capacity
Management and Business Volumes” (PA/PER/033); and

(ii) of supporting Fujitsu Services' obligations in respect of Service
Levels set out in Schedule C1 and each applicable Service
Description.

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4. ASSOCIATED DOCUMENTS

44 The following CCDs are associated with this Schedule B3.3.

Document Reference

Document Title

1 PA/PER/033 Horizon Capacity Management and
Business Volumes

2 SVM/SDM/SIP/0001 HNG-X Business Continuity
Framework

3 ARC/SEC/ARC/0003 HNG-X Technical Security
Architecture

4 Not Used

4.2 There are no CRDs associated with this Schedule B3.3.

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3. BUSINESS CONTINUITY

3.1 Introduction

This paragraph 3 covers the business continuity provisions relating to the HNG-X Service

Infrastructure.

3.2 End to End Recovery

End-to-end recovery shall be performed by Fujitsu Services in accordance with the CCD
entitled “HNG-X Business Continuity Framework” (SVM/SDM/SIP/0001).

3.3 Business Continuity

3.3.1

Data Centre Resilience

(a)

(c)

One Data Centre will be used to support the Business Capabilities and
Support Facilities (the “Live Data Centre”) with a second Data Centre
providing DR (the “DR Data Centre”). There are network components
(appliances and platforms) at the DR Data Centre which contribute to
the provision of Business Capabilities and Support Facilities.

The DR Data Centre will under normal operation be used for testing
except where it needs to be used for business continuity tests. The DR
Data Centre will also host some live network components.

Each Data Centre shall have the capability in normal operation with no
failures or a single failure having occurred:

(i) to support the Contracted Volumes as defined in the CCD
entitled "Horizon Capacity Management and Business Volumes”
(PA/PER/033); and

(ii) to support Fujitsu Services’ obligations in respect of Service
Levels set out in Schedule C1 and each applicable Service
Description.

Each Data Centre will be configured such that the failure of a single
component will not cause the Business Capabilities and Support
Facilities to fail. For the avoidance of doubt, Fujitsu Services will inform
Post Office of those major Data Centre components whose failure may
result in the need to invoke DR. There is a single high capacity WAN
circuit into each Data Centre. Should the link into one Data Centre fail
then a patch via the other Data Centre will be used.

Switchover to backup systems within the Data Centre and for the
network connections within the Data Centre:

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(i) for real-time elements of the Business Capabilities and Support
Facilities shall be automated; and

(ii) for non-real time elements may be automated or manual.

Switchover from the Live Data Centre to the DR Data Centre will be
manually initiated.

In the event that the DR Data Centre needs to be used to run the live
service or if the DR Data Centre itself is unavailable, there will be no
significant test environment available. In this scenario, limited testing
(sufficient to test minor fixes needed to keep the live service operational)
will be available at a Fujitsu Services development site. However such
testing facilities will not be sufficient to test releases.

3.3.2 The Central Network

(a)

(b)

(c)

The Central Network comprises the network communications between
the Data Centres and the switches used by Fujitsu Services (or Fujitsu
Services’ Sub-contractor which operates such network) to:

(i) Until November 15" January 2018, answer ISDN calls from
Branches;

(ii) convert asynchronous transfer mode (ATM) communications
from ADSL Branches into internet protocol (IP) communications;
or

(iii) convert leased line communications from Branches into internet
protocol (IP) communications

(iv) convert wireless wide area network (WAN) protocols from
Branches into internet protocol (IP) communications,

(the "Central Network").

The loss of a major sub-contractor network switching node within the
Central Network shall not cause the complete loss of the Branch
Telecom Infrastructure. However, should a loss of a major sub-
contractor network switching node within the Central Network occur,
Fujitsu Services (in addition to its other obligations under this
Agreement) shall use all reasonable endeavours to procure that any
shortfall in system performance is recovered within seven days of that
loss.

The Central Network shall be configured such that there shall be no
single point of failure within the Central Network. Some failures in the
Central Network may require the Branch to re-establish communications
with the Data Centre.

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3.3.3 The Santander Circuit

(a) The Santander Circuit shall be configured such that there shall be no
single point of failure (including site failure) within the Santander Circuit.

(b) "The Santander Circuit shall have the capability in normal operation, with
no failures or a single failure having occurred to that link:”

(i) to support the Contracted Volumes for Banking Transactions for
Santander as defined in the CCD entitled "Horizon Capacity
Management and Business Volumes” (PA/PER/033); and

(ii) of supporting Fujitsu Services’ obligations in respect of Service
Levels set out in Schedule C1 and each applicable Service
Description.

4. ASSOCIATED DOCUMENTS,

44 The following CCDs are associated with this Schedule B3.3.

Document Reference Document Title

1 PA/PER/033 Horizon Capacity Management and
Business Volumes

2 SVM/SDM/SIP/0001 HNG-X Business —_ Continuity
Framework

3 ARC/SEC/ARC/0003 HNG-X Technical —_ Security
Architecture

4 Not Used

42 There are no CRDs associated with this Schedule B3.3.

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SCHEDULE B3.4
BRANCH INFRASTRUCTURE

Version History

Agreed version as at date of signature of CCN 1200
26/09/06 Minor corrections
25/01/07 Baseline copy of 1.1
19/03/07 Applying CCN 1206
09/07/07 Baseline copy of 2.1
15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu
21/02/12 Applying changes as per CCN1294d and
CCN1289a
9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349
10.0 10/09/15 Applying changes as per CCN1421a and Moving all
Schedules to v10.0 in accordance with CCN1506
11.0 31/03/16 Applying changes as per CCN1423c and moving all
Schedules to V11.0 as per CCN1604
12.0 03/07/17 Moving all schedules to V12.0
13.0 Updating as per CCN1616b and moving all
Schedules to v13.0
14.0 20/12/2021 Updating as per CCN1623b, CCN1672a and
moving all Schedules to V14.0

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SCHEDULE B3.4
BRANCH INFRASTRUCTURE
1 INTRODUCTION

44 The purpose of this Schedule B3.4 is to:

1.4.4

1.1.2

record and specify the Branch Infrastructure that Post Office shall be
responsible for ensuring is in place in order for, Fujitsu Services to deliver
the Horizon Applications and the Business Capabilities and Support
Facilities, and thereby provide the HNG-X Services;

Paragraph removed by CCN1616b.

2. BRANCH INFRASTRUCTURE

2.1 Branch Infrastructure

2.14

2.1.2

2.1.4

Post Office Ltd shall provide equipment as specified in the CCD entitled
“Counter Hardware Design Specification” (BP/DES/003) in all Branches and
any other Post Office authorised location (the “Initial Branch Infrastructure”).

, Changes to the locations and number of sets of the Branch Infrastructure
Equipment requested by Post Office shall be in accordance with the process
defined in the CCD entitled "Post Office Ltd Operational Business Change —
Branch, Interface Agreement” (SVM/SDM/STD/001).

Save as may be agreed under the Change Control Procedure, the use of
Equipment in non Branch locations (e.g. Head Office Counter Positions) shall not
require Fujitsu Services to undertake any additional software development,
testing or support, or any site modification or preparation beyond standard site
preparation.

PIN Pads

(a)

Fujitsu Services shall ensure that all automated Counter Positions shall
have the capability to support the use of PIN Pads.

Until Payment and Banking Service Trigger Point PBS3,
Commencement of Payment and Banking Pilot; Fujitsu Services shall
provide and maintain firmware distribution facilities to ensure the
distribution of firmware from the Data Centres to PIN Pads. The facility
shall meet the software control requirements of ISOP 9564; After
Payment and Banking Service Trigger Point PBS3, Commencement of
Payment and Banking Pilot;

(i) for PIN Pads attached to Counter Positions not migrated to Payment
and Banking Service; Fujitsu Services shall provide and maintain
firmware distribution facilities to ensure the distribution of firmware from
the Data Centres to PIN Pads. The facility shall meet the software control
requirements of ISO 9564;

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2.16

(ii) for PIN Pads attached to Counter Positions migrated to Payment and
Banking Service; Fujitsu Services’ Sub-contractor Ingenico shall provide
and maintain distribution facilities to ensure the distribution of the C3
Software from the Ingenico Central Platform to PIN Pads;

After Payment and Banking Service Trigger Point PBS5, Completion of
Migration to Payment and Banking Service; Fujitsu Services’ Sub-
contractor Ingenico shall provide and maintain distribution facilities to
ensure the distribution of the C3 Software from the Ingenico Central
Platform to PIN Pads.

(c) Removed by CCN1672a.
Peripheral and input devices equipment general requirements

Peripheral and input devices supplied as part of the elements of HNG-X
Service Infrastructure shall be capable of detecting contention, premature
removal and swapping of Smart Tokens.

Peripherals Flexibility

(a) The Branch Infrastructure shall have the flexibility for additional
peripheral equipment to be added in the future, including input devices
and printers.

(b) The capacity for connectivity of peripherals at each Counter Position
shall be set out in the CCD entitled "Counter Hardware Design
Specification” (BP/DES/003).

Future Flexibility for Sharing of Specialist Peripherals
The Branch Infrastructure shall support:

(a) the sharing of the back office printer between all Counter Positions in
the Branch; and

(b) the sharing of weigh scales between those Counter Positions that are
physically connected to the same weigh scales.

Any sharing of any other specialist peripherals between Counter Positions shall
be handled under the Change Control Procedure.

Appearance of the Branch Infrastructure Equipment

(a) With the exception of PIN Pads the standards for equipment livery to be
used within the Branch Infrastructure are defined in the CCD entitled
"Counter Hardware Design Specification" (BP/DES/003). The standards
for equipment livery for PIN Pads are defined in the CCD entitled "PIN
Pad Product Specification" (NB/PDN/010).

(b) The procedures required to maintain the appearance of the Equipment
shall be minimal and capable of being undertaken by the local Branch

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3.

3.1

3.2

3.3

Users. It shall be comparable to the cleaning required of any desk-based
office computer system.

2.1.9 Health, Safety and Legal obligations

All Branch Infrastructure Equipment shall comply with the health, safety and legal
requirements set out in Schedule A4.

2.1.10 Equipment Environmental Considerations

All Branch Infrastructure Equipment shall comply with the Equipment
environmental considerations set out in Schedule A4.

2.1.11 Paragraph removed by CCN1616b
2.1.12 Paragraph removed by CCN1616b

2.1.13 Paragraph removed by CCN1616b

TECHNOLOGY REFRESH

Paragraph removed by CCN1616b

Management of Equipment
3.2.1

No change shall be made to the specification of Equipment to be used within the Branch
Infrastructure without prior approval by Post Office. Post Office shall ensure that any
changes in the specification of Equipment provided by the EUC Tower Contractor shall
be reviewed and approved by Fujitsu Services; any consequential changes required in
the HNG-A Application shall be managed in accordance with Change Control
Procedure. Fujitsu Services shall not unreasonably withhold or delay their approval to
a change in specification where the replacement Equipment does not materially affect
the workings of the HNG-A Application. Post Office will not unreasonably withhold its
consent to a change in specification where replacement Equipment of the same
specification is no longer available at reasonable cost within the UK.

3.2.2
The Equipment used within the Infrastructure and any equipment used in the Replaced
Branch Infrastructure shall be reviewed by Post Office, the EUC Tower Contractor, the

Network Tower Contractor and Fujitsu Services at times reasonably agreed by them to
assess whether the most appropriate technology is deployed

Assumptions

3.3.1 In relation to Services, Service Levels and Charges it is assumed:

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(a) that the reductions in the number of Branches and Counter Positions
during the term of this Agreement will take place in accordance with the
table in Part 1 of Annex A of Schedule D1;
3.4 Paragraph removed by CCN1616b
3.5 Paragraph removed by CCN1616b
4. ASSOCIATED DOCUMENTS,
44 The following CCDs are associated with this Schedule B3.4:
Document Reference Document Title
4
(Withdrawn in CCN1423c)
2 BP/DES/003 Counter Hardware Design
Specification
3 SVM/SDM/STD/001 Post Office Ltd Operational
Business Change - Branch
Interface Agreement
4 NB/PDN/010 PIN Pad Product Specification
5 Withdrawn in CCN1616b
42 The following CRDs are associated with this Schedule B3.4:

Document Reference

Document Title

1 Withdrawn in CCN1616b

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SCHEDULE B4.1

LICENCES

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.4

3.0 09/07/07 Baseline copy of 2.1

40 23/02/09 Baseline copy of 3.1

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all Schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 CCD reference updates and moving all Schedules to
v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1427 and updating all
Schedules to V11.0 as per CCN1604

12.0 03/07/17 Applying changes as per CCN1610 and moving all
schedules to V12.0

13.0 Updating as per CCN1616b and CCN1617a,
CCN1647 and moving all Schedules to v13.0

14.0 20/12/2021 Updated as per CCN1669a and moving all Schedules
tovi4.0

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SCHEDULE B4.1
LICENCES
1. HORIZON THIRD PARTY SOFTWARE

1.41 Table 1 below lists Horizon Third Party Software provided for operational use by End

Users in accordance with the applicable provisions of Clause 30 of this Agreement.

Table 1: Horizon Third Party Software

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Office Platform Service

“Windows NT
Workstation”

“Riposte”

Operating system

Riposte desktop,
messaging and journal
systems.

Horizon Third Party
Software
(Microsoft)

Horizon Third Party
Software (An Post/Escher)

Auditor access to TMS

WebRiposte

Asset Manager

To provide auditor access
to TMS journal records.

An enhanced version of
Riposte providing
additional services based
upon web-enabled
functionality.

Acomponent of Riposte
providing mechanisms for
managing financial
information and accessing
transaction data.

Horizon Third Party
Software (An Post/Escher)
& Fujitsu Services’
Software.

I Right to use granted to

Post Office in accordance
with paragraph 2 of this
Schedule B4.1.

Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule B4.1.

Framework

A bespoke set of software
components facilitating
the development of
Horizon financial
transactions.

Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule B4.1.

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Hypercom PIN Pad
Software

The software used to
support the operation of
PIN Pads.

Horizon Third Party
Software (Hypercom).

Mails Product

Escher Mails product
(version 3.3) allows the
introduction of country
specific services and
charges and the future
implementation of size
based pricing for non-
standard letters and
packets, including track
and trace facilities.

Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule B4.1.

Geller Touch v8.10.12

Retail sales application for
use by Post Office on the
PostShop Branch
Infrastructure.

Horizon Third Party
Software.

PC Anywhere v.11

Communication software
for use on the PostShop
Branch Infrastructure.

Licensed to Post Office by
the third party licensor,
subject to and solely,
notwithstanding anything to
the contrary in Clause 30 of
this Agreement, on the
basis of the licensor's
standard terms.

Lexcel Test System
Network Enterprise
Licence

The software used to
emulate Santander, LINK
and CAPO within the
testing environment.

Horizon Third Party
Software for use by Post
Office.

(Lexcel)

1.2 Table 2 below lists the software which Post Office sub-licenses or grants rights to use to
Fujitsu Services in accordance with Clause 31 of this Agreement.

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Table 2: Software provided by Post Office

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Siemens Metering
Ltd

Name: “SML
Software”

Version numbers
for the SML
Software will
initially be agreed
between the
parties and may be
amended from
time to time in
accordance with
the CCD entitled
“Software Sub-
licence for Smart
Card Security
Software” (ICL
Pathway reference
AP/DOC/004).

QAS Limited
Name:

“QuickAddress
Name Tracer”

Smart card

security capable of
being executed on
a personal
computer
operating Windows
95 or Windows NT.

Automated
Payment Service
for Quantum and
SPM smart cards.

Provides name
and address
capture, recodes
postcodes,
performs name
validation and
keyword searching
— for integration
into Horizon
Applications such
as the Mails
Application and
APS.

SL

RTU

There is no right to
modify the
Software.

The specific sub-
licensing terms and
conditions including
any further
restrictions are
specified in the
CCD entitled
“Software Sub-
licence for Smart
Card Security
Software” (ICL
Pathway reference
AP/DOC/004)

The specific terms
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled "QAS
Software Right to
Use and Data Sub-
Licence”
(SU/CON/036)

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QAS Limited Provides validation
of proof of address
Name: documents,
“QuickAddress address validation
Validator” and fraud
prevention — for
integration into
Horizon
Applications such
as Mails and APS.
QAS Limited As “QuickAddress
Name Tracer”
Name: above but using

“QuickAddress Pro
with Welsh PAF”

Welsh postal
address data

SAP UK Limited

mySAP.com
Solution Suite
version 4.7 and
SAP NetWeaver
Master Data
Management
version 3.0 (and
any updates to or
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)

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Purpose:
Facilitates and
supports the
configuration of
Configured POL.
FS by Post Office
or a third party on
behalf of Post
Office

Service: POL FS
Services

RTU

The specific terms
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: “SAP
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)

CONFIDENTIAL

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SAP UK Limited

Name: DB for SAP
versions 9.2.04
and 9.2.05 (and
any updates to or
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)

Microsoft Azure
Services

Purpose: the RTU

database engine
used in
conjunction with
the SAP Software

Service: POL FS
Service

Horizon Platform RTU ~ as provided
in Schedule I5

The specific terms
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: “SAP.
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)

The terms and
conditions of the
Customer
Agreement

1.3 Table 2A below lists the Third Party Data that Post Office sub-licenses to Fujitsu Services

in accordance with Clau

Table 2A.

ise 31 to this Agreement.

CACI Limited

Name: “Electoral Roll
Database”

Purpose: Subject to agreement
under the Change Control
Procedure, data used to identify
names associated with address
details

Application: PAF Calling
Application

The specific terms
and conditions
including any rights
and restrictions are
specified in the CCD
entitled “QAS.
Software Right to Use
and Data Sub-

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Royal Mail Purpose: Data used to validate Licence”
postcodes and identify/confirm (SU/CON/036)
Name: “PAF” address details.

Application: PAF Calling
Application

2. ESCHER UPGRADE SOFTWARE

21 General

2.1.1

This paragraph 2 specifies the terms on which the Escher Upgrade Software may
be used by Post Office and Escher Software Users in connection with the Existing
Services. Such rights of use shall cease upon the occurrence of Trigger Point T6
(Counter Application Rollout Complete).

2.2 Terms of Use

2.2.1

2.2.2

2.2.3

Fujitsu Services grants to Post Office and to all Escher Software Users from time
to time (together with Post Office the “Licensed Persons”) a right to use and (for
the purposes only of loading, execution, storage, transmission or display) copy
the Escher Upgrade Software to the extent necessary for the Licensed Persons
to receive the Existing Services in connection with the system known as “Horizon”
currently in use by Post Office and as upgraded by the Escher Upgrade Software.

Fujitsu Services warrants that it has the right to grant the rights stated to be
granted by it under paragraph 2 of this Schedule B4.1 and that it has the right to
make such back-up copies of the Escher Upgrade Software as are reasonably
necessary for the provision of the Services.

The rights granted by paragraph 2.2.1 of this Schedule B4.1 are subject to the
following conditions:

2.2.3.1 Post Office shall notify Fujitsu Services of all actual or threatened
breaches of Escher’s trade secret, patent, copyright, and other ownership
rights in the Escher Upgrade Software of which it becomes aware and
shall use reasonable endeavours to provide Fujitsu Services with
assistance as may be reasonably requested by Fujitsu Services in
relation to the prevention and/or challenge of such actual or threatened
breaches.

2.2.3.2 Notwithstanding paragraph 2.2.3.1 of this Schedule B4.1, Post Office
may at its absolute discretion notify Escher directly of such actual or
threatened breach in addition to notifying Fujitsu Services.

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2.2.3.3

2.2.3.4

2.2.3.5

2.2.3.6

All use of the Escher Upgrade Software by Post Office and/or Escher
Software Users shall take place within the United Kingdom or its
territories.

On termination of this Agreement, provided such termination occurs prior
to Trigger Point T6 (Counter Application Rollout Complete), Fujitsu
Services shall at Post Office's request procure the direct licence of the
Escher Upgrade Software to either Post Office or a replacement for
Fujitsu Services appointed by Post Office (as Post Office requests) at no
charge and on substantially the same terms as the Existing Licences.
The obligations of Fujitsu Services and the rights of Post Office under this
paragraph 2.2.3.4 shall survive termination of this Agreement.

Post Office's rights granted by Fujitsu Services by paragraph 2.2.1 of this
Schedule B4.1 shall terminate upon the grant of a direct licence in
accordance with paragraph 2.2.3.4 of this Schedule B4.1.

Save to the extent required under English law, the rights granted by
paragraph 2.2.1 of this Schedule B4.1 shall not be construed so as to
allow Post Office to modify, reverse engineer, disassemble or reverse
compile the Escher Upgrade Software or take any other action to disclose
Escher's source code. To the extent that Post Office is permitted by law
to take such action for interoperability or otherwise, such reverse
engineering or related activity shall be limited to the minimum amount
required and may not be undertaken unless Fujitsu Services has refused
or is unable to make or procure such adaptations after Post Office
requests that it do so. Fujitsu Services shall be entitled, subject to the
prior approval of Post Office, to charge Post Office its reasonable costs
for making and/or procuring such adaptations as Fujitsu Services makes
or procures and Post Office shall pay such charges.

23 Intellectual property rights

Post Office and Fujitsu Services each agree that Escher’s copyright legend shall be
displayed on all software and associated documentation and media under their respective
control in a manner consistent with the CCD entitled “HNGX-U/ Style Guide”
(DES/APP/STD/0001) (formerly “Horizon Office Platform Service Style Guide”, reference
SD/STD/001).

24 Confidentiality

The provisions of paragraph 2.2 of Schedule C3 shall apply.

25 Breach

The provisions of paragraph 2.3 of Schedule C3 shall apply.

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2.6 Termination

The provisions of paragraph 2.4 of Schedule C3 shall apply.
3. LISTED DOCUMENTATION
3.1 Purpose

3.1.1. This paragraph 3 lists the Listed Documentation which Fujitsu Services shall
license to Post Office under the provisions of Clause 30.1.

3.1.2 Any copying in part or modification of the Listed Documentation which Post Office
is allowed to carry out under Clause 30.1 shall be solely to enable the
presentation of information to different groups of readers and shall not materially
change or misrepresent the meaning of information set out in the Listed
Documentation.

Table 3: Listed Documentation

SD/DES/005 Horizon OPS Reports and Receipts - Post Office Account Horizon
Office Platform Service

SD/STD/001 Horizon Office Platform Service Style Guide (Replaced)
(Replaced)

DES/APP/STD/00 IHNGX-UI Style Guide reference
OL

RS/FSP/001 Security Functional Specification (Replaced)
(Replaced)

ARC/SEC/ARC/ I HNG-X Technical Security Architecture
0003

CR/FSP/004 Service Architecture Design Document

Various TMS Technical Documentation, including (without limitation):

Generalised API for OPS/TMS Technical Design Standard
(TD/STD/004) (excluding its Appendices, to the extent that such
use, copying (in whole or in part) and/or modification thereof is
regulated, restricted or prohibited by any confidentiality restrictions
in force from time to time between the parties);

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BP/TRN/OO1 Training and User Awareness Baseline Document
BP/DES/003 Counter Hardware Design Specification

Various Post Office Site Failure Contingency Procedures
Various Release Contents Description for each Release
PA/STR/003 Pathway Release Policy

Various AP Client Specifications

SVM/SDM/SIP/O

001 HNG-X Business Continuity Framework
SVM/SEC/POL/O
003 RMGA Information Security Policy
PA/PER/033 Horizon Capacity Management and Business Volumes
SVM/SDM/SD/0 I End to End Reconciliation Reporting
020
NB/PRO/OO2 On Line Services Reconciliation & Incident Management
CS/PER/046 Counter Transaction Time Performance- Measurement and
Results

SVM/SDM/ST Fujitsu Services/Post Office Ltd Operational Business Change —
D/0001 HNG-X Branch, Interface Agreement

CR/FSP/006 Audit Trail Functional Specification

VUSTR/O64 Testing Approach for the Horizon System

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CS/PRD/058 Fujitsu Services / Post Office Ltd Interface Agreement for
Operational Business Change - Reference Data

NB/ACS/002 NBS Testing Specifications

NB/ACS/001 NBS Testing Plan

Various All Processes and Procedures Descriptions (PPDs)

NB/PDN/O10 PIN Pad Product Specification

NB/SPE/003 Network Banking: Counter Dialogue - Activity & Screen Flows

Withdrawn in
CCN1616b

CS/SER/027 PostShop Service Description

CF/CON/001 SAP Software Right to Use and Maintenance Agreement for
Fujitsu Services

4. SPECIALLY WRITTEN SOFTWARE

Specially Written Software shall include, without limitation, all software identified as such
in the CCD entitled ‘Transfer Asset Register’ (COM/MGT/REP/0001). The Commercial
Relationship may decide to add original software to the list of Specially Written Software
in the Transfer Asset Register from time to time and in any case shall consider whether
any software should be added to that list at least once each year.

5. SPECIALLY WRITTEN DOCUMENTATION

Specially Written Documentation shall include, without limitation, all Documentation
identified as such in the CCD entitled "Transfer Asset Register" (COM/MGT/REP/0001).
The Commercial Relationship may decide to add documentation to the list of Specially
Written Documentation in the Transfer Asset Register from time to time and in any case
shall consider whether any documentation should be added to that list at least once each
year.

6. ASSOCIATED DOCUMENTS

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6.1

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The following CCDs are associated with this Schedule B4.1:

Document Reference Document Title
4 AP/DOC/004 Software Sub-licence for Smart Card Security
Software
2 CF/CON/001 SAP Software Right to Use and Maintenance
Agreement for Fujitsu Services”
3 COM/MGT/REP/0001 Transfer Asset Register
4 SU/CON/036 QAS Software Right to Use and Data Sub-
Licence
5 SD/DES/005 Horizon OPS Reports and Receipts - Post
Office Account Horizon Office Platform Service
6 SD/STD/001 (Replaced) Horizon Office Platform Service Style Guide
(Replaced)
DES/APP/STD/0001 HNGX-UI Style Guide reference
7 RS/FSP/001 (Replaced) Security Functional Specification (Replaced)
ARC/SEC/ARC/0003 HNG-X Technical Security Architecture
8 Not Used.
9 TD/STD/004 Generalised API for OPS/TMS Technical
Design Standard
10 Not Used Not Used
11 BP/DES/003 Counter Hardware Design Specification
12 CS/SIP/002 (Replaced) Business Continuity Framework (Replaced)
SVM/SDM/SIP/0001 HNG-X Business Continuity Framework
13 RS/POL/002 (Replaced) Horizon Security Policy (Replaced)
SVM/SEC/POL/0003 RMGA Information Security Policy
14 Not Used
15 Not Used Not Used
16 PA/PER/033 Horizon Capacity Management and Business
Volumes
17 CS/PRO/128 APS Reconciliation and Incident Management
18 SVM/SDM/SD/0020 End to End Reconciliation Reporting

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Document Reference Document Title

19 NB/PRO/002 On Line Services Reconciliation & Incident
Management

20 Not Used

21 Not Used

22 TIF S/008 Horizon to Post Office Technical Interface
Specification

23 Not Used

24
Fujitsu Services/Post Office Ltd Operational
Business Change — HNG-X Branch, Interface

SVM/SDM/STD/0001 Agreement

25 CR/FSP/006 Audit Trail Functional Specification

26 VIISTR/O64 Testing Approach for the Horizon System

27 CS/PRD/058 Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change -
Reference Data

28 NB/PDN/O10 PIN Pad Product Specification

29 NB/SPE/003 Network Banking Counter Dialogue - Activity &

Screen Flows

30 Withdrawn in CCN1616b

31 CS/SER/027 PostShop Service Description

32 Not Used Not Used

33 Not Used

34 PA/STR/003 Pathway Release Policy

6.2 There are no CRDs associated with this Schedule B4.1.

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SCHEDULE B4.2

EXISTING APPLICATIONS

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.4

40 14/04/08 Baseline copy of v2.1

5.0 23/02/09 Baseline copy of 4.1

6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all Schedules to v8.0 in accordance with
CCN 1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 CCD reference updates and moving all Schedules
to v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN 1427 and moving all
Schedules to V11.0 as per CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Updating as per CCN1616b, CCN1617a and
moving all Schedules to v13.0

14.0 20/12/2021 This Schedule is removed in its entirety by
CCN1648b

Schedule B4.2 Version 14.0
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SCHEDULE B4.2- Removed by CCN1648b

Schedule B4.2 Annex 1 Version 14.0
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SCHEDULE B4.3- This Schedule is removed in its entirety by CCN1648b

Version History

1.0 31/08/06 Agreed version as at date of signature of
CCN 1200

1.4 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections by FS

1.3 19/01/07 Further minor amendments.

2.0 25/01/07 Baseline copy of 1.3

2.1 13/05/09 Applying changes as per CCN1258

6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all Schedules to v8.0 in accordance
with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance
with CCN1349

10.0 10/09/15 CCD reference updates and moving all
Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN1427 and
moving all Schedules to Version 11.0 as per
CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Updating as per CCN1616b and CCN1617a
and moving all Schedules to v13.0

14.0 20/12/2021 This Schedule is removed in its entirety by
CCN1648b

Schedule B4.3 Version 14.0
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SCHEDULE B4.3 This Schedule is removed in its entirety by CCN1648b

Schedule B4.3 Version 14.0
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SCHEDULE B4.4 - This Schedule is removed in its entirety by CCN1648b

EXISTING SERVICE LEVELS

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

1.41 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS.

1.3 19/01/07 Further minor amendments

1.4 22/01/07 Further minor amendments

2.0 25/01/07 Baseline copy of 1.4

24 27/06/07 Applying CCN1202

3.0 09/07/07 Baseline copy of 2.1

3.1 12/06/09 Applying changes as per CCN1252a

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 CCD reference updates and moving all Schedules to
v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1427 and moving all
Schedules to V11.0 as per CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Updating as per CCN1616b and moving all Schedules
to v13.0

14.0 20/12/2021 This Schedule is removed in its entirety by CCN1648b

Schedule B4.4 Version 14.0

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Schedule B4.4 Version 14.0

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SCHEDULE B5 - This Schedule is removed in its entirety by CCN1648b
TRANSITION AND MIGRATION

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN1200

2.0 25/01/07 Baseline copy of 1.1

3.0 09/07/07 Baseline copy of 2.1

4.0 23/02/09 Baseline copy of 3.2

44 13/05/09 Applying changes as per CCN1258

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 23/12/09 Applying changes as per CCN 1268

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu.

8.0 21/02/12 Applying changes as per CCN1289a and CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Updating as per CCN1617a and moving all Schedules to
v13.0

14.0 20/12/2021 This Schedule is removed in its entirety by CCN1648b

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SCHEDULE B6.1

HNG-X BUSINESS REQUIREMENTS

Version History

; te ‘comment

1.0 31/08/06 Agreed version at date of signature of CCN1200

11 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

1.3 19/01/07 Further minor changes

2.0 25/01/07 Baseline copy of 1.3

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

61 24/12/09 Applying changes as per CCN 1268

62 31/03/10 ‘Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu.

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Updating as per CCN1617a and moving all Schedules
to v13.0

14.0 20/42/2021 Updating as per CCN1648b and moving all Schedules
to v14.0

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SCHEDULE B6.1

HNG-X BUSINESS REQUIREMENTS

1. INTRODUCTION

14 This Schedule B6.1 sets out the HNG-X Requirements (or processes to be followed to
create HNG-X Requirements) for the HNG-X System, the solution to which will be
developed and documented in accordance with Schedule B6.2.

1.2 This Schedule B6.1 also envisages that the Parties may introduce changes to the live
Horizon system and that such changes may or may not impact on the Requirements
Definition Process.

2. THE THREE BASELINES

21 There are three baselines relevant to the definition of HNG-X Requirements and their
realisation in the development of the HNG-X System:

2.1.1. the “Applicable Horizon Baseline”: the baseline that consists of the Horizon
Applications and the Horizon Service Infrastructure up to and including Release
S92 together with those changes delivered (or to be delivered) after Release S92
which have been agreed in accordance with the Change Control Procedure and
which are, as at the date of signature of CCN1200, listed in Annex 13 to this
Schedule (as that baseline may be amended in accordance with the provisions of
this Schedule);

2.1.2 the “Requirements Baseline”: the baseline described more fully in paragraph 4
that represents Post Office's requirements for the HNG-X System as set out in
this Schedule and agreed in accordance with the Requirements Definition
Process (as that baseline may be amended or re-issued in accordance with the
provisions of this Schedule); and

2.1.3 the “Solution Baseline": the baseline that consists of the HNG-X System as at
the HNG-X Initial Acceptance Date (as that HNG-X System may be modified to
rectify any HNG-X Acceptance Incidents).

2.2 For the purpose of the Parties resolving any dispute concerning the Applicable Horizon
Baseline or any part of the Applicable Horizon Baseline (including, without limitation, a
dispute as to the Existing Functionality), the Parties shall refer to the Horizon system that
is in live operation as at the date of the dispute in question and shall (a) exclude the effects
of changes that have only been applied as described in paragraph 3.1 of this Schedule,
and (b) include the effect of changes described in paragraph 3.2 of this Schedule to the
extent they have not been implemented.

3. THE APPLICABLE HORIZON BASELINE
3.1 Changes to the live Horizon system that are requested after the date of signature of

CCN1200 and that introduce changes or functions that are not intended to be replicated
in, or to have any effect upon, the HNG-X System, will be dealt with in accordance with

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3.2

41

the Change Control Procedure or through Work Orders but shall be ignored in determining
the Applicable Horizon Baseline.

Changes to the live Horizon system that are requested after the date of signature of
CCN1200 and that are intended to introduce changes or functions that will be replicated
in, or otherwise affect, the HNG-X System, will be dealt with in accordance with the
Change Control Procedure or through Work Orders. The Change Control Procedure or
the Work Ordering Procedure (as the case may be) will be used to assess the effect of
the changes or new functions on the live Horizon system and (so far as possible at the
time of agreeing the change) on the Requirements Baseline and the changes and new
functions will be taken into account in determining the Applicable Horizon Baseline (and
will be recorded by the Parties in a control log initially formed from the information in
Annex 13 to this Schedule).

THE REQUIREMENTS BASELINE
Requirements Areas

4.1.1 The Requirements Baseline will be composed of HNG-X Requirements covering
each of the following:

(a) the Functional Requirements;

(b) ‘System Capacity and Performance Requirements’ which, as at the date
of signature of CCN1200, are referred to in Annex 3 to this Schedule;

(c) ‘User Interface Requirements’ as described in paragraph 4.3;

(d) ‘Training Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 4 to this Schedule;

(e) ‘Operational and Support Service Requirements’ which, as at the date
of signature of CCN1200, are referred to in Annex 5 to this Schedule;

(f) ‘Migration and Implementation Requirements’ which, as at the date of
signature of CCN1200, are referred to in Annex 6 to this Schedule;

(9) ‘Design and Architecture Requirements’ which, as at the date of
signature of CCN1200, are referred to in Annex 7 to this Schedule;

(h) ‘Security Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 8 to this Schedule;

(i) ‘Development Requirements’ which, as at the date of signature of
CCN1200, are referred to in Annex 9 to this Schedule; and

() ‘Testing Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 10 to this Schedule.

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Notwithstanding any other provision of this Agreement (including this Schedule),
where any HNG-X Requirement set out or referred to in Annexes 3 to 10 of this
Schedule is inconsistent with an HNG-X Assumption which is (a) related to that
HNG-X Requirement and (b) set out or referred to in the same Annex or in Annex
12, the HNG-X Assumption shall prevail only to the extent of that inconsistency
such that the HNG-X Requirement shall be modified so as to avoid that
inconsistency (such modification to be dealt with under the HNG-X Programme
Requirements Change Control Process).

Notwithstanding any other provision of this Agreement (including this Schedule),
where the application of the Requirements Definition Process or the application
of the Business Equivalence Principles would produce an HNG-X Requirement
that is inconsistent with the HNG-X Assumption set out in Annex 12, the HNG-X
Assumption shall prevail only to the extent of that inconsistency such that the
HNG-X Requirement shall be modified so as to avoid that inconsistency (such
modification to be dealt with under the HNG-X Programme Requirements Change
Control Process).

HNG-X Requirements will be maintained in the HNG-X Requirements Catalogue
and issued formally to Fujitsu Services at agreed points throughout Project HNG-
X, including at the date of signature of CCN1200, at the end of the Requirements
Stage, and at the end of either or both of HNG-X Requirements Assurance and
HNG-X Solution Assurance (if these result in amendments to the HNG-X
Requirements).

42 Functional Requirements

4.2.4

4.2.2

The Functional Requirements will be generated by following the Functional
Requirements Definition Process. When generating the Functional Requirements
in accordance with the Functional Requirements Definition Process, the Parties
shall at all times observe and apply the following principles ("Business
Equivalence Principles"):

(a) other than the Agreed Changes and the Allowed Changes, the Business
Capabilities and Support Facilities will provide such functionality as
results from applying the guidelines in Annex 1 to the Existing
Functionality; and

(b) for the avoidance of doubt, other than the Agreed Changes and the
Allowed Changes, the Business Capabilities and Support Facilities will
not be required to provide any functionality that does not result from
applying the guidelines in Annex 1 to the Existing Functionality.

Agreed Changes

(a) The Agreed Changes are agreed as exclusions from, additions to, and
changes in the Existing Functionality that are to be applied in generating
the Functional Requirements in accordance with the Functional
Requirements Definition Process. Agreed Changes are exceptions to

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4.2.3

(b)

the Business Equivalence Principles and cannot themselves be
changed by the application of the Business Equivalence Principles.

Any specific functional characteristics of Existing Functionality that have
been changed as a direct consequence of applying an Agreed Change
are no longer subject to the Business Equivalence Principles.

The effect that an Agreed Change has on the Existing Functionality shall
be limited to the direct consequence of applying that Agreed Change to
the relevant aspect or aspects of the Existing Functionality.

One of the Agreed Changes is the introduction of Postal Services. The
Parties will develop HNG-X Requirements for Postal Services in
accordance with the Postal Services Definition Process.

Allowed Changes

The “Allowed Changes" are changes to aspects of Existing Functionality in
respect of which the following conditions are fulfilled:

(a)

(c)

(e)

either:

(i) the aspect of the Existing Functionality is now assessed by Post
Office as creating operational or procedural problems or
inefficiencies within a Branch; or

(ii) the aspect of the Existing Functionality was previously agreed to
be implemented within certain limitations or constraints and these
limitations or constraints are not present in, or relevant to, the
Solution Architecture or other solution artefact; and

the effect of applying the requested change is assessed by Fujitsu
Services, acting reasonably and in good faith, as having an acceptable
cost / risk / resources impact on Project HNG-X; and

the effect of any such change is to make the manner in which Users
utilise an element of Existing Functionality more efficient without
introducing any completely new functionality into the Existing
Functionality; and

the required change is notified in writing by Post Office to Fujitsu
Services before the end of the Requirements Stage or as part of HNG-

X Requirements Assurance; and

the change has not already been assessed as being an Agreed Change.

An Allowed Change shall be dealt with in accordance with the HNG-X Programme
Requirements Change Control Process.

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4.3 Requirements of the HNG-X User Interface

4.3.1

4.3.2

4.3.3

4.3.4

The HNG-X Requirements that the HNG-X User Interface shall support are:
(a) the Functional Requirements; and
(b) the non-functional HNG-X Requirements for the HNG-X User Interface.

The functionality required to be supported by the HNG-X User Interface will be
derived from the Functional Requirements generated through the Requirements
Definition Process. This derived functionality will be an input to the process set
out in the CCD entitled "Establishing and Assuring the HNG-X User Interface"
(REQ/GEN/PRD/0001).

The non-functional HNG-X Requirements for the HNG-X User Interface will be
provided by Post Office after the date of signature of CCN1200 in accordance
with the CCD entitled “Establishing and Assuring the HNG-X User Interface”
(REQ/GEN/PRD/0001).

The HNG-X User Interface design will draw on best practice design from the retail
and banking industries as well as industry standards in graphical user interface
design. The Parties intend that any similarities between the style and graphical
realisation of the HNG-X User Interface and the user interface(s) of the
comparable Horizon Applications as may arise shall only arise as a matter of
coincidence through the proper operation of the Clean Room Rules.

5. REQUIREMENTS DEFINITION PROCESS

The Parties will follow the Requirements Definition Process.

6. DEALING WITH CHANGE

6.1 Changes to the Applicable Horizon Baseline

Changes to the Applicable Horizon Baseline will be dealt with as set out in paragraphs
3.1 and 3.2.

6.2 Changes to the Requirements Baseline

6.2.1

6.2.2

If a change to an HNG-X Requirement or an additional HNG-X Requirement is
notified in writing to Fujitsu Services after the date of signature of CCN1200 and
prior to the end of the Requirements Stage, it will be dealt with as part of the HNG-
X Programme Requirements Change Control Process.

If a change to an HNG-X Requirement or an additional HNG-X Requirement is
notified in writing to Fujitsu Services as a result of HNG-X Requirements
Assurance or HNG-X Solution Assurance, it will be dealt with as part of the HNG-
X Programme Requirements Change Control Process.

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6.2.3

6.2.4

6.2.5

Subject to paragraph 6.2.2, if a change to an HNG-X Requirement is notified in
writing to Fujitsu Services after the end of the Requirements Stage then, if that
change is:

(a) not the result of the User Interface Definition Process nor the Postal
Services Definition Process, and required in order to correct a deviation
of that HNG-X Requirement from the Business Equivalence Principles;
or

(b) the result of the Postal Services Definition Process and required in order
to correct a deviation of that HNG-X Requirement from the Postal
Services Assessment Guidelines,

it will be dealt with in accordance with the HNG-X Programme Requirements
Change Control Process. Fujitsu Services shall not be entitled to withhold its
consent to the changes to the extent that they are required in order to correct the
deviation from the Business Equivalence Principles or the Postal Services
Assessment Guidelines (as the case may be).

All other changes or additions to HNG-X Requirements proposed after the final
version of the Requirements Baseline has been issued will be dealt with in
accordance with the Change Control Procedure.

As part of any changes to the Requirements Baseline, the Parties shall agree any
necessary changes to the HNG-X Acceptance Method(s) and HNG-X Acceptance
Criteria applicable to the relevant HNG-X Requirement.

6.3 Changes to the Solution Baseline

6.3.1

Ifa change to the Solution Baseline is notified in writing to Fujitsu Services within
the period of three months after the start of HNG-X Project Workstream X4 (HNG-
X Application Rollout) then, if that change is:

(a) not the result of the User Interface Definition Process nor the Postal
Services Definition Process, and required in order to correct a deviation
of the Solution Baseline from the Business Equivalence Principles; or

(b) the result of the Postal Services Definition Process and required in order
to correct a deviation of the Solution Baseline from the Postal Services
Assessment Guidelines,

the Parties will meet to agree whether the conditions in paragraph 6.3.1(a) or (b)
have been fulfilled, and if such conditions have been fulfilled:

(c) discuss and agree in good faith the steps required to correct a deviation
of the Solution Baseline from the Business Equivalence Principles or the
Postal Services Assessment Guidelines (as the case may be); or

(d) determine such other remedial steps as the Parties (acting reasonably)
shall agree; and

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6.3.2

6.3.3

such steps, once agreed, shall be documented in accordance with the Change
Control Procedure and Fujitsu Services shall not be entitled to withhold its
consent to the relevant CCN to the extent that it incorporates the steps in
question.

All changes to the Solution Baseline (other than those that fall within paragraph
6.3.1) will be dealt with in accordance with the Change Control Procedure.

The forum for reaching the agreements referred to in paragraphs 6.3.1(c) and
6.3.1(d) shall initially be the Post Office Design Authority and the Fujitsu Services
Design Authority but either Party may escalate any disagreement to a the
‘Programme Board’ (as referred to in Schedule A2) for Project HNG-X for
discussion and resolution.

7. ASSOCIATED DOCUMENTS.

7.1 The following CCDs are associated with this Schedule B6.1:

Document Reference Document Title

1. REQ/GEN/PRD/0001 Establishing and Assuring the HNG-X User
Interface

2. REQ/CUS/STG/0003 HNG-X Counter Reference Data Delivery
Strategy - Agreed Assumptions and Constraints

3. REQ/CUS/STG/0002 HNG-X Branch Exception Handling Strategy —
Agreed Assumptions and Constraints

4. REQ/CUS/BRS/0001 Postal Services Business and Operational
Context

5. REQ/CUS/STG/0004 HNG-X Training Strategy (CTO) — Agreed
Assumptions and Constraints

6. REQ/CUS/STG/0001 HNG-X Migration Strategy - Agreed Assumptions
and Constraints

7. ARC/SEC/ARC/0001 Security Constraints

7.2 The following CCDs are also associated with this Schedule B6.1, but only for the purpose
of describing (in the first table in Annex 2 to this Schedule) functionality within the
Applicable Horizon Baseline that will not be carried forward into the HNG-X System:

Document Reference Document Title

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Removed _by
CCN1648b

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2. Removed by
CCN1648b
3. Not Used
4. Removed by
CCN1648b
5. Not Used
6. Removed by
CCN1648b
7. RS/FSP/003 Statements on Security Objectives and Methods
for the Protection of Siemens Metering Code and
Data
8. Removed _by
CCN1648b
9. Not Used
10. I Not Used
11. I Removed _by
CCN1648b

7.3 There are no CRDs associated with this Schedule B6.1.

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ANNEX 1
BUSINESS EQUIVALENCE GUIDELINES
1. It is intended that the Requirements Baseline will define, and the Business Capabilities

and Support Facilities will support, the operation of Post Office business processes in a
manner that achieves the same business outcomes for Post Office and their Clients and
achieves the same operational effect within a Branch as currently provided by the Existing
Functionality.

2. The level of definition in the Functional Requirements and/or the delivered Business
Capabilities and Support Facilities must ensure that:

24

2.2

2.3

24

25

the financial outcome resulting from the operation of a specific Transaction for the
Customer, Post Office, any affected Client(s), and any Other IT Supplier(s) is
identical to the equivalent Transaction carried out using the Existing Functionality;

the Post Office products that can be traded within a Branch are the same as those
defined in Post Office Reference Data (whether enabled or not) using the Existing
Functionality;

the Business Rules associated with any Business Capability are applied in the
same manner as those used with the equivalent Transaction carried out using the
Existing Functionality;

the Customer and Counter Clerk interactions that relate to the workflow
associated with a particular Use Case and delivered via the HNG-X User Interface
enable:

2.4.1 the same data to be captured using the same format and validation
criteria;

2.4.2 the same initiating Tokens and/or equivalent initiating events to be used;

2.4.3 equivalent information displays and capture methods via the counter
terminal; and

2.4.4 the same set of user tasks to be performed following an equivalent
logical workflow and enabling the same or, where agreed, alternative
equivalent operational procedures to be carried out,

in each case as compared with the Existing Functionality;

the outputs resulting from the completion of a Transaction are the same or
equivalent and have the same operational effect (in terms of form and occurrence)
as those resulting from the associated Transaction conducted using the Existing
Functionality. The types of outputs shall include:

2.5.1 any information exchange or generated data file which includes
interactions with hosted systems (e.g. PAF, POL-FS) and external

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2.5.2
2.5.3
26

27

28

systems (e.g. LINK, DVLA), which shall be the same as that from the
Existing Functionality;

any printed item (e.g. Report, Branch receipt, other forms of Branch
produced collateral), which shall be equivalent to the Existing
Functionality; and

any data, produced or captured, that can be accessed, retrieved by, or
provided to, the Post Office, which shall be the same as that from the
Existing Functionality, provided that the meaning of the data and/or
associated Post Office processes has not changed as a result of the
introduction of the HNG-X System. This will be bounded by the scope of
any specific limitations agreed as part of the HNG-X Services;

the outcome of any aspect of Branch trading or operation results in the same state
of financial integrity and ability to audit as exists using the Existing Functionality;

the use and interpretation of Post Office Reference Data (in terms of its data
definitions and its use to invoke functionality) will remain the same. Any data
items or Reference Data capabilities currently unused within the Existing
Functionality will remain unused or suppressed as part of the HNG-X System
subject to agreement of Post Office; and

Users must be able to perceive and perform the functions provided via the
changed User Interface such that they can perform the same user tasks,
performing equivalent human and computer interactions.

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ANNEX 2
AGREED CHANGES
1. EXCLUSIONS FROM HORIZON FUNCTIONALITY

The following table describes the functionality within the Applicable Horizon Baseline at
the date of signature of CCN1200 that will not be carried forward into the HNG-X System.

# Excluded Description
Functionality
1 Session Transfer A facility that enables a Branch User to log-on at another counter

without having to log-off at their previous counter. This facility
will automatically log-out the Branch User at their previous
counter and move any current activity onto their new counter.
This facility is also known as “Session Mobility” or “Session
Migration”. This facility is not available during certain operations.

2 I Session Suspend A facility that enables a Branch User to ‘Suspend’ and
subsequently ‘Resume’ a desktop session. Only one session
can be suspended in this way. During the suspension the
Branch User is presented with a new main desktop menu and
may carry out any of the system functions (including serving
another customer) while the original session is suspended.
Each of the two sessions (the suspended and the current) can
be ‘toggled’ by selection of the ‘suspend/swap' button. The two
sessions will remain in existence until the user returns one of
the sessions to the ‘Desk Top’ and then swaps to the other
session. This facility is not available during certain operations.

3 I Watercard Watercard comprises a smart token processed as part of the
Automated Payments Service.

It is defined via the following former CCDs, since agreed to be
withdrawn by CCN1200: -

« SU/IFS/027 - Kent Meters/GEC Meters “Watercard”
Payment System Card Data Encryption Specification;

e SU/IFS/028 - GEC Meters Ltd - “Watercard” Budget
Prepayment System Transaction Terminal Outline
Requirements;

e SU/IFS/034 - POCL Token Technology Specification
GEC Watercard; and

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# Excluded
Functionality

Description

4 Signature variants of
Banking transactions

Signature verification comprises one of the NB Customer
Verification methods and is referenced in: -

« BP/SPE/035 — NBS Definition - Section 5.7.3.1 - 2" and
3 bullet and items (b) and (c); and

« NB/SPE/003 — Network Banking: Counter Dialogue
Activity & Screen Flows in section 4.1.2 and then in: -

o Sections 4.3.1.1, 4.3.1.2 (Cash Withdrawal -
transaction type 13 & 14 (with balance));

o Sections 4.3.3.1, 4.3.3.2 (Balance Enquiry
transaction type 11);

o Sections 4.3.4.1, 4.3.4.2 (Withdraw Limit
transaction type 15);

o Section 6.1.1 (Receipts and Reporting); and

o Section 6.2 (Receipt layouts).

5 Counter Clerk copy of
AP receipts

Horizon automatically produces a Counter Clerk (or Branch)
copy receipt for all Automated Payment transactions together
with the customer receipt.

Customer Receipts will continue to be produced on the HNG-X
System. The production of the Counter Clerk receipt will
continue for migrated existing ADC transactions but will cease
for Automated Payment transactions.

6 Bubble Help

Bubble Help comprises a facility that enables a Branch User to
display a short help text display associated with a desktop
button.

7 Quantum

Quantum comprises a smart token processed as part of the
Horizon Automated Payments Service.

It is defined via the following former CCDs, since agreed to be
withdrawn by CCN1200: -

e SU/IFS/024 - A Point of Sale Supporting the Quantum
Application Utilising the POCL Secure DLL;

« CR/SPE/023. - Automated Payments Client
Specification - Siemens Metering Ltd;

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# Excluded Description
Functionality
8 POLO card Post Office Logon (POLO) allows an authorised Branch User to

functionality gain access to the Horizon counter system and is used in any of

the following circumstances:

e when the system is first started after installation or after
a workstation has been replaced;

e when a workstation processor is switched back on after
being powered off or is restarted; and

e when the Branch Manager needs to restart the office
following the delivery of new security data.

The procedure involves the use of a memory card called a
“PMMC (PostMaster's Memory Card)" and a PIN (Personal
Identity Number comprising a_ string of alphanumeric

characters).

9 Mails Application The Mails Application is described in the former CCD entitled
“Mails Definition". (BP/SPE/042), since withdrawn by
CCN1294d.

10 I Talexus Talexus comprises a smart token processed as part of the
Automated Payment Service. Post Office's ability to deploy
Talexus via CCN 798 will not be carried forward to the HNG-X
System.

2. ADDITIONS TO HORIZON FUNCTIONALITY

The following table describes functionality that is new to the Applicable Horizon Baseline as at
the date of signature of CCN1200 that will be delivered by the HNG-X System.

Title Description

Foreign currency revaluation The calculation that is currently performed to
revalue foreign currency on hand shall be
automatically applied during the office
balancing process.

Postal Services As described in the CCD entitled “Postal
Services Business and Operational Context”
(REQ/CUS/BRS/0001).

Context Sensitive Help. A context sensitive help mechanism (to
replace the current 'Bubble Help’) will be

implemented which will be consistent with the

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Title

Description

CCD entitled © “HNG-X
(DES/APP/STD/0001).

Style Guide”

This will utilise agreed POL or FS reference
data to determine the access points from
which the Branch User may invoke relevant
help text. This help mechanism will support
the structuring of and access to different levels
of help text where more detailed help text is
specified.

The exact approach for the context sensitive
help mechanism, including appropriate
interface definitions to allow Post Office to
specify the help text and structure, will be
agreed as part of the detailed design work.
Note that it may be necessary for Post Office
to provide help text for the HNG-X System
separately to help text for Horizon during the
rollout of the HNG-X System (dual entry). This
will be dependent on the interface definition
agreed with Post Office.

Help Desk Calls.

The ability to log help desk calls via the
counter application.

3. AGREED CHANGES TO HORIZON FU!

at the date of signature of CCN1200 that will be

INCTIONALITY

The following table describes changes to functionality within the Applicable Horizon Baseline as

implemented in the HNG-X System.

# Title

Description

1 Report simplifications

Report consolidation for the HNG-X System
will be achieved through decoupling the call
for data about reports from the central
database, from the user production and
analysis of reports. Reports will be grouped
into a small number of categories, such as
“Counter Daily Report” and “Counter Weekly
Report”. A revised counter sequence will be
design to enable the user to work through the
report set, printing and cutting off as
appropriate.

Post Office confirms that this does not have an
adverse impact on branches as the process is

similar to present and it also provides a way

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Title

Description

for single counter position branches to be able
to exit to continue customer service if required.

Any consolidation and/or rationalisation of
reports on top of this solution would not
necessarily impact the load on the database
from report production as those reports will be
contained within the bundles of data called in
the one data call. However, it is recognised
that it would be good practice for Post Office
to consolidate and rationalise reports anyway
as a house-keeping exercise to improve
efficiency at the counter and reduce
consumables. This exercise will be carried out
in conjunction with the analysis of the
functional requirements. The Fujitsu Services
baseline assumption for contract is that the
following reports will be removed:

e Counter Daily
o APS Transaction Listing
o O/L Balance Enquiries
o O/L Cash Deposits
o O/L Cheque Deposits

o O/L Cash Withdrawals
(signature and PIN)

« Counter weekly
o O/L Balance Enquiries
o O/L Cash Deposits
o O/L Cheque Deposits

o =O/L Cash Withdrawals
(signature and PIN)

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# Title Description
2 Changes to the session settlement The HNG-X session settlement model will
model

change from Horizon as a consequence of the
on-line architecture, the classification of
transactions as either 'Recoverable’ or
'Cancellable', and changes to the production
of some receipt printing.

The primary areas of difference are: -

¢ Transactions will be classed as either
‘Recoverable' or 'Cancellable’;

e the settlement process is now an on-
line dialogue supported by some new
Counter Clerk dialogues;

e certain receipts will now be printed
during the settlement process,
completing after session data is
secured at the Data Centre;

* a new settlement transaction
sequence will handle transient time-
outs to the Data Centre. This will
comprise automatic retries and then
Counter Clerk managed dialogues
supporting ‘Retry’ and = ‘Cancel’
options;

* certain failure conditions will result in
the settlement process having to be
cancelled. New Counter Clerk
dialogues will manage this exception
process with respect to the settlement
of the 'Recoverable’ transactions and
the cancellation of the 'Cancellable'
transactions. A variant of the
Customer Session receipt for session
recovery will be produced. Following
the printing of the revised session
receipts, the Counter Clerk will be
logged off; and

e a new recovery process will be
initiated on subsequent log-on to the
original terminal. New Counter Clerk
dialogues will manage this recovery
process with respect to the final
outcome of the failed session.

in the
Session

be contained
‘HNG-X

Further details will
Working Document
Settlement Process’.

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# Title

Description

3 Changes to way various Exception
conditions are handed

As described in the CCD entitled “HNG-X
Branch Exception Handling Strategy — Agreed
Assumptions and Constraints”
(REQ/CUS/STG/0002).

4 Changes to the management and
distribution of POL Reference Data

As described in the CCD entitled “HNG-X
Counter Reference Data Delivery Strategy -
Agreed Assumptions and Constraints”
(REQ/CUS/STG/0003).

5 Training capability provided in the
Counter Training Offices

As described in Annex 4 of this Schedule.

6 Changes to Confirmation processing
model

Confirmation messages for online
transactions will only be harvested in batch
mode at end of day. This means that the
Transaction Enquiry Service will not receive
C2 messages in near real time, and
Streamline payment file(s) will only be
produced overnight.

7 PIN Pad required for Banking
Deposits

To protect against replay attacks, banking
deposit transactions will use a MAC generated
by the PIN Pad. This will require the presence
of a PIN Pad (a change from Horizon). For the
avoidance of doubt, this will not require a PIN
to be entered by the customer.

8 Change to End of Day

Branch end of day will be declared for all
branches at 19:00 each day. This will be the
same time for all Branches (i.e. there will be
no ability to have different Branches with
different end of day times). End of day will be
declared whether or not those Branches are
operating or connected to the Data Centre.

9 Ad-hoc transaction report for AP
PANs

The HNG-X System shall allow the production
of an ad-hoc transaction report containing the
PAN reference number from the AP token and
the AP sequence number, where they are
agreed to be part of the transaction and not
restricted for security Fujitsu
Services and Post Office will agree the exact
structure of this report during the design stage.

reasons.

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ANNEX 3

SYSTEM CAPACITY AND PERFORMANCE REQUIREMENTS

1. The System Capacity and Performance Requirements as at the date of signature of
CCN1200 are contained in document “HNG-X System Capacity and Performance
Requirements” version 0.2 dated 15 August, 2006, which forms part of the HNG-X
Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these Requirements are categorised as “Type A".

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual setting.
This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

4. The Business Equivalence Principles do not apply to the System Capacity and
Performance Requirements or associated Service Levels, but it is accepted that the
performance characteristics of the HNG-X System counter applications and associated
infrastructure must be acceptable to the Post Office. This specific aspect of the Solution
Baseline will be assessed to determine that the HNG-X System counter performance
delivers equivalent or better performance characteristics to the Applicable Horizon
Baseline, based on the following principles:

44 Post Office and Fujitsu Services will jointly agree an assessment process that will:

(a) define and agree sets of representative Transaction types and a
measurement period;

(b) establish system component benchmark measurements for these
Transaction types on the Horizon system and on the HNG-X System
(taking account of any changed processes or UI characteristics that may
be present in the HNG-X Transaction); and

(c) allow Post Office to request that the set of Transaction types is
augmented (agreement to such requests not to be unreasonably
withheld by Fujitsu Services) if anomalous HNG-X Transaction
performance characteristics are identified prior to the commencement of
the HNG-X Project Workstream X4 (HNG-X Application Rollout).

42 Acceptance by Post Office of the HNG-X System counter performance will be
based on the average system component benchmark measurements for each of
the agreed sets of representative Transaction types for the HNG-X System being
no worse than the comparable measurements for each of the Transaction types

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within the Applicable Horizon Baseline or where comparison is not applicable, to
their agreed design targets.

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ANNEX 4
TRAINING REQUIREMENTS

The Training Requirements as at the date of signature of CCN1200 are contained in
document “HNG-X Training High Level Requirements” version 0.2 dated 15 August, 2006,
which forms part of the HNG-X Requirements Catalogue Draft at Contract.

For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type B”.

As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are subject
to the assumptions and constraints contained in the CCD entitled “HNG-X Training
Strategy (CTO) — Agreed Assumptions and Constraints” (REQ/CUS/STG/0004).

All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

44 glossary applicable to the HNG-X Requirements contained in this Annex;
42 chapter headings; and

43 explanatory text.

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ANNEX 5
OPERATIONAL AND SUPPORT SERVICE REQUIREMENTS

1. The Operational and Support Service Requirements as at the date of signature of
CCN1200 are contained in document “HNG-X Operational and Support Service
Requirements” version 0.2 dated 15 August, 2006, which forms part of the HNG-X
Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

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ANNEX 6

MIGRATION AND IMPLEMENTATION REQUIREMENTS

The Migration and Implementation Requirements as at the date of signature of CCN1200
are contained in document “HNG-X Migration and Implementation Requirements” version
0.2 dated 15 August, 2006, which forms part of the HNG-X Requirements Catalogue Draft
at Contract.

For the purposes of the HNG-X Programme Requirements Change Control! Process,
these HNG-X Requirements are categorised as “Type A”.

As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are subject
to the assumptions and constraints contained in CCD entitled “HNG-X Migration Strategy
- Agreed Assumptions and Constraints” (REQ/CUS/STG/0001).

All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

44 glossary applicable to the HNG-X Requirements contained in this Annex;
42 chapter headings; and

43 explanatory text.

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ANNEX 7
DESIGN AND ARCHITECTURE REQUIREMENTS.
1. The Design and Architecture Requirements as at the date of signature of CCN1200 are

contained in document “HNG-X Design and Architecture Requirements” version 0.2 dated
15 August, 2006, which forms part of the HNG-X Requirements Catalogue Draft at
Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

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ANNEX 8

SECURITY REQUIREMENTS

The Security Requirements as at the date of signature of CCN1200 are contained in
document “HNG-X Security Requirements” version 0.2 dated 15 August, 2006, which
forms part of the HNG-X Requirements Catalogue Draft at Contract.

For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are subject
to the assumptions and constraints contained in CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001).

All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

44 glossary applicable to the HNG-X Requirements contained in this Annex;
42 chapter headings; and

43 explanatory text.

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ANNEX 9
DEVELOPMENT REQUIREMENTS
1. The Development Requirements as at the date of signature of CCN1200 are contained

in document “HNG-X Development Requirements” version 0.2 dated 15 August, 2006,
which forms part of the HNG-X Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

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ANNEX 10
TESTING REQUIREMENTS
1. The Testing Requirements as at the date of signature of CCN1200 are contained in

document “HNG-X Testing Requirements” version 0.2 dated 15 August, 2006, which
forms part of the HNG-X Requirements Catalogue Draft at Contract.

2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.

3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:

3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and

3.3 explanatory text.

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ANNEX 14
REQUIREMENTS DEFINITION PROCESS,
PART 1 — FUNCTIONAL REQUIREMENTS DEFINITION PROCESS
INTRODUCTION AND SCOPE

Project HNG-X will commence with the Requirements Stage, which includes specification
and assurance activities, and which will be directed by the Requirements Definition
Process.

Part 1 of this Annex 11 is concerned with the definition and assurance processes to
establish a baseline of Functional Requirements.

This process will focus on the specification of the business process and data requirements
of the Business Capabilities and Support Facilities. Any of the existing non-functional
HNG-X Requirements that relate to specific requirements, artefacts or capabilities will
also be applied at this stage.

HNG-X Requirements Assurance will be conducted as a joint activity comprising both
business content assurance and the inclusion of any agreed optimisation or improvement
opportunities that would facilitate solution design. Both these aspects of HNG-X
Requirements Assurance will involve Fujitsu Services and will occur progressively and
prior to the final issuing to Fujitsu Services of the Functional Requirements.

PRINCIPLES

The principles that will apply during the definition and assurance process, in particular
concerning the interchange of HNG-X Requirements artefacts between Post Office and
Fujitsu Services are as follows:

24 DOORS (as configured within Post Office for Project HNG-X) is the master
repository of all HNG-X Requirements;

2.2 the intention is to be able to compartmentalise the HNG-X Requirements so that
each group of HNG-X Requirements has its own life and own versioning;

2.3 functional Use Cases will be grouped into convenient business areas which will
be made available to Fujitsu Services at relevant points to enable early visibility
and a more interactive approach to solution design; and

24 to ensure integrity of the HNG-X Requirements as a whole set there will be a
number of assurance steps which begin at the start of a piece of work in each
business area and complete with the handover of a completed HNG-X
Requirements set. Fujitsu Services are fully involved in this approach from the
beginning of the process through to final baselining of the HNG-X Requirements
set, and will assist in optimising the overall Use Case model so that constraints
applicable to the existing Horizon architecture are not unnecessarily carried
forward into the HNG-X System.

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3.4

3.2

41

42

REQUIREMENT ANALYSIS METHOD

Analyst teams from both Parties will progressively develop the Use Case specifications
required for each business area, initially assessing the proposed Use Case goals and
descriptions and the various source materials to determine their status and relevance.
The required business processes and logical operations will be described as Use Cases,
with each being developed through normal flow and then variant and exception paths with
interaction at key stages with the HNG-X Requirements Assurance process.

Certain Use Cases relate to functionality that Fujitsu Services has proposed will be
delivered by solution components that are retained from Horizon. These are classified as
“Retained Functionality” Use Cases and it has been agreed that these Use Cases will
only require a minimum level of functional specification.

HNG-X REQUIREMENTS ASSURANCE
Introduction

HNG-X Requirements Assurance represents a significant and necessary stage in the
HNG-X solution lifecycle, providing the means by which Post Office and Fujitsu Services
can progressively gain confidence in the scope, capabilities and impact of the emerging
HNG-X Requirements and solution artefacts. The assurance role will involve both
business and functional content assurance and ‘solution design’ assurance. Fujitsu
Services will support Post Office in both of these activities — initially through the provision
of knowledgeable personnel to assist in minimising the risk of functional omission and
subsequently to work with Post Office to verify and improve various aspects of the
emergent solution, both in terms of solution optimisation and economic rationalisation of
HNG-X Requirements.

Assurance Steps.
The approach is underpinned by a series of assurance steps which cover:

4.2.1 content assurance: gradually moving towards a series of fully dressed Use Cases
through a series of assurance stages which verify them on an incremental basis;

4.2.2 optimisation and completion:

(a) ensuring all Use Cases are up to date with all relevant Horizon or HNG-
X changes and are collectively consistent; and

(b) giving visibility of the HNG-X Requirements to Fujitsu Services in order
to obtain feedback from a solution perspective on any optimisation or
improvement opportunities. It is recognised that these HNG-X
Requirements are still subject to change and that any solution activities
based on this material may be impacted once the final Requirements
Baseline has been issued.

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4.2.3 further Requirements Baseline: if the above process results in amendments to
the HNG-X Requirements, the Requirements Baseline will either be revised or re-
issued.

Roles
The assurance role will encompass the need to:

4.3.1. ensure compliance — by supporting the business analyst teams of both Parties in
following the Requirements Definition Process and their use of the underlying
tools and standards, and in producing deliverables that meet the defined quality
standards;

43.2 achieve assurance — by reviewing the business content of the HNG-X
Requirements artefacts for accuracy and completeness, and by enabling effective
dialogue, optimisation and handover activities with the Fujitsu Services Design
Authority;

4.3.3 ensure integrity and consistency — by applying ‘whole service’ and ‘cross service’
assessments of HNG-X Requirement definitions, shared or common
specifications, and the relationship between newly specified and retained
functionality; and

4.3.4 maintain the Requirements Baseline — by establishing processes for identifying
the various sources of change that will occur throughout Project HNG-X and
managing their application to the Requirements Baseline.

This participative approach will however recognise the overriding roles and
responsibilities of Post Office (in terms of HNG-X Requirements Assurance) and Fujitsu
Services (in terms of solution definition, build and implementation) in this process.

PART 2 - HNG-X REQUIREMENTS BASELINING PROCESS

An initial version of the full set of Functional Requirements will be provided to Fujitsu
Services as part of Post Office issuing an initial Requirements Baseline at the end of the
Requirements Stage. As HNG-X Requirements Assurance may not have been completed
at this point, further amendments to the initial Requirements Baseline may be required in
order to take account of amendments, additions or deletions to HNG-X Requirements as
a result of HNG-X Requirements Assurance. Where the overall impact of such changes
is significant, the Requirements Baseline shall be re-issued by Post Office. Where the
impact is minimal, there would be no need to re-issue the Requirements Baseline and
any amendments shall be dealt with in accordance with paragraph 6.2 of this Schedule
B6.1.

Individual HNG-X Requirements that are not produced as part of the Functional
Requirements Definition Process described in Annex 11 Part 1 may be baselined prior to
establishing the final Requirements Baseline. This approach will enable Fujitsu Services
to make design or solution decisions with more certainty where necessary. At the date of
signature of CCN1200, the HNG-X Requirements are as described in Annexes 3 to 10 to
this Schedule B6.1 and will be marked as baselined at version 0.2. HNG-X Requirements

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which become individually baselined after this date will be marked as such in DOORS
and formally handed over to Fujitsu Services ahead of the full HNG-X Requirements set.

For the avoidance of doubt, Fujitsu Services shall not be entitled to reject or refuse an
HNG-X Requirement that complies with the provisions of this Schedule B6.1 other than
in accordance with Clause 34.5.

PART 3 — NON-FUNCTIONAL HNG-X REQUIREMENTS RELATING TO THE USER

INTERFACE DEFINITION PROCESS

The non-functional HNG-X Requirements relating to the HNG-X User Interface will be
established and assured in accordance with the CCD entitled “Establishing and Assuring
the HNG-X User Interface” (REQ/GEN/PRD/0001).

For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as "Type B".

PART 4 — HNG-X REQUIREMENTS RELATING TO THE POSTAL SERVICES DEFINITION

PROCESS

The Functional Requirements relating to the Postal Services will be generated by
following the Functional Requirements Definition Process set out in Part 1 of this Annex
but will be established and assured as defined in the CCD entitled “Postal Services
Business and Operational Context” (REQ/CUS/BRS/0001) by following the Postal
Services Assessment Guidelines in place of the guidelines in Annex 1.

The non-functional HNG-X Requirements relating to the Postal Services will be
established and assured in accordance with the CCD entitled “Postal Services Business
and Operational Context” (REQ/CUS/BRS/0001).

PART 5 —- HNG-X PROGRAMME REQUIREMENTS CHANGE CONTROL PROCESS

INTRODUCTION

The HNG-X Programme Requirements Change Control Process is owned by the Post
Office HNG-X Programme Manager and the Fujitsu Services' HNG-X Programme
Manager, and is intended as a mechanism which applies a discretionary level of control
to the scope of the HNG-X Requirements without invoking the Change Control Procedure.

An HNG-X Programme Change Authority will be established with representation from the
Fujitsu Services' Design Authority and the Post Office Design Authority who will be
responsible for the initial impact assessment of proposed changes and for recommending
to the Post Office HNG-X Programme Manager and the Fujitsu Services’ HNG-X
Programme Manager whether a change can be dealt with within their level of authority.
Final responsibility for this decision remains with the Post Office HNG-X Programme
Manager and the Fujitsu Services' HNG-X Programme Manager.

The treatment of a proposed change will differ depending on whether the HNG-X
Requirement to which the change is proposed has been baselined, has been baselined
at high level, or is still under development. These are categorised respectively as “Type

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A’, “Type B” and “Type C” HNG-X Requirements, with their treatment described in
paragraph 2 of this Part 5 of this Annex. New HNG-X Requirements are categorised as
“Type D’.

Subject to paragraph 1.5, the HNG-X Programme Requirements Change Control Process
will cease to operate after the end of the Requirements Stage, after which changes to
HNG-X Requirements will be dealt with through the Change Control Procedure.

After the end of the Requirements Stage, the HNG-X Programme Requirements Change
Control Process shall continue to apply to:

1.5.1 the management of changes or additions to the HNG-X Requirements as a result
of HNG-X Requirements Assurance or HNG-X Solution Assurance in accordance
with paragraph 6.2.2 of this Schedule;

1.5.2 the management of a deviation of a Postal Services Requirement from the Postal
Services Assessment Guidelines in accordance with paragraph 6.2.3(b) of this
Schedule;

1.5.3 for any HNG-X Requirement other than a Postal Services Requirement, the
management of a deviation from the Business Equivalence Principles in
accordance with paragraph 6.2.3(a) of this Schedule; and

1.5.4 for any HNG-X Requirement, the management of an inconsistency between that
HNG-X Requirement and (a) an HNG-X Assumption related to that HNG-X
Requirement (and set out or referred to in the same Annex to this Schedule as
that HNG-X Requirement) or (b) the HNG-X Assumption set out in Annex 12, in
accordance with paragraph 4.1.2 or 4.1.3 of this Schedule (as the case may be).

TREATMENT OF DIFFERENT TYPES OF HNG-X REQUIREMENTS
Non Baselined Functional Requirements (Requirement Type C)

2.1.1. Any Functional Requirement which has not been individually baselined and which
does not depart from the Business Equivalence Principles is regarded as under
development and is not subject to the Change Control Procedure or HNG-X
Programme Change Assessment.

2.1.2 Where the generation of a Functional Requirement deviates from the Business
Equivalence Principles (as recognised by the author of the HNG-X Requirement
or as identified during HNG-X Requirements Assurance) and is not the result of
an Agreed Change, an assessment will be made by the HNG-X Programme
Change Authority against the conditions for an Allowed Change as set out in
paragraph 4.2.3 of this Schedule B6.1 as follows:

(a) where the HNG-X Requirement is agreed as fulfilling the conditions of
an Allowed Change, the agreement will be logged by the HNG-X
Programme Change Authority as an Allowed Change and the HNG-X
Requirement may continue to be developed without recourse to the

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Change Control Procedure or HNG-X Programme Change Assessment;
and
(b) where the HNG-X Requirement does not fulfil the conditions of an

Allowed Change, the HNG-X Requirement must be passed for HNG-X
Programme Change Assessment or reverted to a definition which
accords with the Business Equivalence Principles.

2.2 Requirements Baselined at High Level including Agreed Changes (Requirement
Type B)

2.2.1

HNG-X Requirements, including Agreed Changes, which are baselined at high
level may be described or elaborated in more detail within the scope of the high
level HNG-X Requirement without recourse to the Change Control Procedure or
HNG-X Programme Change Assessment. However, where the elaboration of the
HNG-X Requirement extends the scope (as recognised by the author of the HNG-
X Requirement or as identified during HNG-X Requirements Assurance or HNG-
X Solution Assurance, and which for Postal Services Requirements shall be
assessed against the scope defined in section 4 of the CCD entitled “Postal
Services Business and Operational Context” (REQ/CUS/BRS/0001) using the
Postal Services Assessment Guidelines), an assessment will be made by the
HNG-X Programme Change Authority as to whether the extension of scope fulfils
the conditions that it must have an acceptable cost, time, risk and resourcing
impact on Project HNG-X and appropriate actions will be taken as follows:

(a) where the extension of scope is agreed as fulfilling the above conditions,
the extension of scope will be adopted under the governance of the
HNG-X Programme Change Authority and the HNG-X Requirement or
Agreed Change may continue to be developed without recourse to the
Change Control Procedure or HNG-X Programme Change Assessment;
and

(b) where the extension to scope does not fulfil the above conditions, the
extension to scope must be passed for HNG-X Programme Change
Assessment or reverted to a definition within the scope of the higher
level HNG-X Requirement.

23 Baselined Requirements (Requirement Type A)

Once an HNG-X Requirement has been agreed and individually baselined, any proposed
change to that HNG-X Requirement will be passed for HNG-X Programme Change
Assessment. Following the formal handover of the final Requirements Baseline any
HNG-X Requirements which have been assessed as deviating from the Business
Equivalence Principles (in the case of all HNG-X Requirements other than Postal Services
Requirements) or the Postal Services Assessment Guidelines (in the case of Postal
Services Requirements) shall also be passed for HNG-X Programme Change
Assessment.

24 New Requirements (Requirement Type D)

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3.1

3.2

3.3

3.4

3.5

4.

New HNG-X Requirements will be initially assessed by the HNG-X Programme Change
Authority to determine whether they fall within the definition of an Allowed Change. When
the HNG-X Requirement is not assessed as an Allowed Change it will be passed for HNG-
X Programme Change Assessment. When the HNG-X Requirement is assessed as an
Allowed Change it will be processed as an HNG-X Requirement Type C in accordance
with paragraph 2.1 of Part 5 of this Annex.

Fujitsu Services may propose that any additional or new HNG-X Requirement be subject
to a caveat detailing any exceptions to full compliance in respect of that particular HNG-
X Requirement only (and not in respect of any HNG-X Requirement already forming part
of the HNG-X Requirements Catalogue) and the Parties shall, acting reasonably and in
good faith, agree whether to adopt that caveat in respect of that particular HNG-X
Requirement

HNG-X PROGRAMME CHANGE ASSESSMENT

Proposed changes to HNG-X Requirements, new HNG-X Requirements and any
changes or additions to the non-functional HNG-X Requirements relating to the HNG-X
User Interface or Postal Services which are passed for HNG-X Programme Change
Assessment will be initially assessed by the HNG-X Programme Change Authority to
determine whether the change is likely to impact time or cost beyond the level of authority
of the Post Office HNG-X Programme Manager and the Fujitsu Services’ HNG-X
Programme Manager, or whether there is likely to be any impact outside of Project HNG-
x.

Where the change will clearly exceed this authority or will clearly have an impact outside
the Project HNG-X, the change will be dealt with under the Change Control Procedure (or
agreed with the author to be rejected).

Where the change appears likely to have minimal impact such that, considered with other
proposed changes, it can be managed within the level of authority of the Post Office HNG-
X Programme Manager and the Fujitsu Services’ HNG-X Programme Manager and has
no impact external to the Project HNG-X, the change will be passed to the appropriate
team within Fujitsu Services or Post Office to undertake further impact assessment (under
the control of the HNG-X Programme Change Authority).

If the further impact assessment referred to in paragraph 3.3 of this Part 5 confirms the
initial assessment, the change will be approved and the HNG-X Requirement can be
updated accordingly, subject to the final approval of the Post Office HNG-X Programme
Manager and the Fujitsu Services’ HNG-X Programme Manager. Once approved, if the
change relates to a Functional Requirement, the change shall be deemed to be an Agreed
Change. The baselined status (as indicated by the Requirement Type A, B C or D) of the
HNG-X Requirement will not be changed by this process, but the version number of the
HNG-X Requirement will be updated accordingly.

If the further impact assessment referred to in paragraph 3.3 of this Part 5 rejects the
initial assessment, the change will be dealt with under the Change Control Procedure (or

agreed with the author to be rejected).

RECORDING OF CHANGES

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All changes which are agreed as “Allowed Changes” or “Agreed Changes” shall be logged as
such by the HNG-X Programme Change Authority. This log shall initially be formed from the
information in Annex 2 to this Schedule as at the date of signature of CCN1200 and subsequently
maintained by the HNG-X Programme Change Authority throughout Project HNG-X.

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ANNEX 12
GENERAL ASSUMPTION

Only one assumption has been identified as being of general application to the HNG-X
Requirements. This is stated below:

General Assumption 01

The existing Horizon Icon Design Service will not be continued for the HNG-X System. There will
be a limited set of icons agreed during the HNG-X User Interface design phase, which may be re-
used as appropriate in the HNG-X User Interface. Any proposed changes or additions to the
agreed set will be dealt with in accordance with the Change Control Procedure.

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ANNEX 13

CHANGES DELIVERED (OR TO BE DELIVERED) AFTER RELEASE S92 AGREED AS
PART OF THE APPLICABLE HORIZON BASELINE

POL CR ref.

Change Work
Package ref.

Summary description

PSO_FSL_CR00968_FS PWY_CWP_530 Receipt Template for Automation of
Travellers Cheques ADC Product
PSO_FSL_CR00680 PWY_CWP_525 Including figures for cash in pouches in

(Note: Subject to
being approved)

Flexible Planning input

PSO_FSL_CRO0956 PWY_CWP_520 Gift Voucher Shop Receipts

PSO_FSL_CRO0950_FSv2 I PWY_CWP_517 Generic Branch Receipt Template

PSO_FSL_CR00326 PWY_CWP_404 Provision of DR capability to connect
POLFS users to POLFS when NDC is not
available.

PSO_FSL_CR00925_FS PWY_CWP_508. Cessation of the BBC AP interfaces

PSO_FSL_CR00921v2 PWY_CWP_505 PostShop Receipt Template (applicable to
the Superstock Service from 1st April 2010)

PSO_FSL_CR0893 PWY_CWP_496 Implement changes to XI as identified in the
changed functional spec

PSO_FSL_CR00786 PWY_CWP_481 A&L Sequential Referencing onto ADC

PSO_FSL_CR00754 PWY_CWP_471 Shopping Basket Finance Integration
(Flowers and Travel Insurance)

PSO_FSL_CR00744 PWY_CWP_466 Transmit PDR data from Horizon to POLFS
and MI system.

PSO_FSL_CR00734 PWY_CWP_457 Amend Horizon to accept 5 digit item
numbers

POLCC_FSL__CR0077 PWY_CWP_453, BAU - New Barcode range for P6097
Labels

POLCC_FSL_CR0693 PWY_CWP_437 Removal of a line on the Despatch Report

PSO_FSL_CR00531 PWY_CWP_414 Quantity function in Smartpost to operate
when PAF is optional and not selected.

PSO_FSL_CR00584 PWY_CWP_410 New despatch report for existing client

PSO_FSL_CR00583 PWY_CWP_409 Country of destination on T& T message

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POL CR ref.

Change Work
Package ref.

Summary description

POLCC_FSL_CR00547 PWY_CWP_393 New Algorithm Condition permissible in
Field Validation

PSO_FSL_CR00873 PWY_CWP_494 New AP-ADC Data Type - StackLookup

PSO_FSL_CR00781v2_FS I PWY_CWP_480 Mails Receipt changes

PSO_FSL_CR00756 PWY_CWP_474 Allow today's date to be used in selecting
the date range on the Office Weekly Sales
Report

PSO_FSL_CR00728 PWY_CWP_456 Cut Off facility for the Office Weekly
Postage Labels report

PSO_FSL_CR00727 PWY_CWP_455 Date Range for Daily Rem reports

POLCC_FSL_CR0073 PWY_CWP_439 Rejected Postage Label Report

POLCC_FSL_CRO0071 PWY_CWP_423 Printing Retailer Logos on Retailer branded

Orders

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SCHEDULE B6.2

HNG-X DESIGN AND BUILD

1.0 31/08/06 Agreed version as at date of signature of CCN1200

4.1 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

24 19/03/07 Applying CCN 1206

2.2 24/10/07 Anomaly: omission of text in paragraph 13.1

3.0 25/10/07 Baseline copy of 2.2

40 23/02/09 Baseline copy of 3.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

61 24/12/09 Applying changes as per CCN 1268

7.0 24/05/10 Moving schedule to version 7.0

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Updating as per CCN1648b and moving all Schedules

to v14.0

Schedule B6.2 Version 14.0

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1.

24

2.2

3.1

SCHEDULE B6.2

HNG-X DESIGN AND BUILD
INTRODUCTION

This Schedule deals with:

1.4 an overview of the manner in which the HNG-X Requirements set out in
or generated by the process in Schedule B6.1 will be logged and
confirmed;

1.2 the agreed processes for design and development in support of the
solution specification, build and test stages of the lifecycle of the HNG-X
Development, including offshore development. The Parties acknowledge
that Post Office is embarking on a project management methodology
referred to as RMG Harmony. This methodology is in development at the
date of signature of CCN1200. As such this Schedule may or may not
align with RMG Harmony. In the event that Post Office requires changes
to this Schedule to better align it with RMG Harmony those changes will
be dealt with in accordance with the Change Control Procedure;

1.3 an overview of the Solution Baseline Documentation Set;

1.4 maintenance of the HNG-X Programme Plan and associated budgeting
and reporting; and

1.5 other matters relating to the conduct of Project HNG-X and the
Associated Changes.

HNG-X REQUIREMENTS.

The HNG-X Requirements that will form the Requirements Baseline are referred
to in, or will be generated in the manner defined in, Schedule B6.1.

Fujitsu Services will establish a method of requirements traceability against the
Requirements Baseline for use during the HNG-X Development Period. Fujitsu
Services will provide Post Office with a completed compliance matrix for all HNG-
X Requirements listed in the Requirements Baseline by the milestone entitled
“Requirements Compliance Matrix Baselined” in the HNG-X Programme Plan.

SOLUTION BASELINE DOCUMENTATION SET

Fujitsu Services shall develop a set of documents and other artefacts that
accurately reflects the Solution Baseline (the “Solution Baseline Documentation
Set’). The Solution Baseline Documentation Set will consist of updated
versions of Schedules B3.2, B3.3 and B3.4, the Solution Architecture, and more
detailed information (which may be based on aspects of the Requirements
Baseline and/or a set of architectural and design artefacts). The Parties shall
work together throughout the two month period following the end of the
Requirements Stage to agree by the end of that period the list of documents

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3.2

44

4.2

5.1

5.2

5.3

and other artefacts that will form the Solution Baseline Documentation Set
(together with a summary description for each such document and artefact).

Changes to components or component usage explicitly described in the
Solution Architecture, or in other documents and artefacts of the Solution
Baseline Documentation Set which have been agreed between the Parties as
requiring Post Office approval, shall be approved by Post Office and Fujitsu
Services.

ARCHITECTURE & DESIGN

Fujitsu Services will create and maintain, for the duration of the HNG-X
Development Period, an architectural solution description, which shall be
developed from the Solution Architecture and shall take account of relevant
HNG-X Requirements (the "Architectural Solution Description"). The Architectural
Solution Description will be used to support HNG-X Solution Assurance in the
manner described in paragraph 5.4.2 and the Parties shall agree, in accordance
with paragraph 3, which elements of the Architectural Solution Description shall
form part of the Solution Baseline Documentation Set.

The Architectural Solution Description will consist of a number of architectural
and design artefacts that capture the design characteristics of the component
sub-systems of the solution. The architectural and design artefacts will take a
number of forms, dependent on the nature of the sub-system but typically
dictated by whether the component is to be newly created or retained or
enhanced legacy. Architectural and design artefact production will be tracked
through the HNG-X Programme Plan. Fujitsu Services shall work with Post Office
to agree, such agreement not to be unreasonably withheld, the form of the
architectural and design artefacts by the date for such agreement set out in the
HNG-X Programme Plan.

HNG-X SOLUTION ASSURANCE

HNG-X Solution Assurance is a significant and necessary activity in the HNG-X
solution lifecycle providing the means by which Post Office and Fujitsu Services
will progressively gain confidence in the emerging solution.

HNG-X Solution Assurance will continue the engagement between Post Office
and Fujitsu Services that was established to conduct Requirements Assurance
as a pre-cursor to establishing the Requirements Baseline.

The objectives of HNG-X Solution Assurance are to enable:

5.3.1. Post Office and Fujitsu Services to develop a common and shared
understanding of the Requirements Baseline;

5.3.2 Post Office to amplify, explain or clarify any points of difficulty in the
interpretation of the Requirements Baseline as requested by Fujitsu
Services;

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5.3.3

Post Office and Fujitsu Services to monitor the progress of the Solution
Baseline towards satisfying the Requirements Baseline;

Post Office and Fujitsu Services to progressively gain confidence in the
completeness and integrity of the Solution Baseline;

Fujitsu Services to confirm to Post Office the operational effect of
applying the HNG-X Assumptions to the Architectural Solution
Description; and

Fujitsu Services to advise Post Office of potential operational or
functional implications which may arise in the development of the
Architectural Solution Description and for Post Office to consider
appropriate actions, such actions to be agreed between the Parties.
Such advice shall not include operational implications relating to the
usability characteristics of the HNG-X User Interface or the user interface
of the CSRDE, where such implications would be specific to Post Office's
business operations and practices.

5.4 HNG-X Solution Assurance Roles and Responsibilities

5.4.1

5.4.2

5.4.3

5.4.4

5.4.5

The HNG-X Solution Assurance role will be led by the Post Office Design
Authority and his team, supported by Fujitsu Services.

Fujitsu Services will demonstrate, through discussion and by the
provision of appropriate architectural and design artefacts, how the
Design and Architecture Requirements are met. In addition, Fujitsu
Services will, through the provision of an appropriate compliance matrix,
demonstrate the incorporation of all of the HNG-X Requirements in the
Requirements Baseline against relevant solution artefacts.

During HNG-X Solution Assurance Post Office will not specify any design
or design component to Fujitsu Services but will provide feedback where
it does not reasonably believe that the solution design will correctly meet
the Requirements Baseline, or where it believes that the solution
outcome would result in unacceptable implications.

HNG-X Solution Assurance will be carried out via a joint design forum
and ad-hoc discussions provided that the workings of the design forum or
the holding of such ad-hoc discussions do not adversely impact progress
against the HNG-X Programme Plan. Where Fujitsu Services believes
that such an adverse impact has occurred or is likely to occur, then this
issue shall be raised with both the Post Office HNG-X Programme
Manager and the Fujitsu Services’ HNG-X Programme Manager for
resolution and such impact shall be assessed via the mechanisms
described in paragraph 13.1.

This participative approach will recognise the respective and overriding
roles and responsibilities of Post Office (in terms of HNG-X Requirements

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6.1

6.2

6.3

6.4

6.5

Assurance) and of Fujitsu Services (in terms of solution definition, build
and implementation) in this process.

DEVELOPMENT

Fujitsu Services will develop the components of the solution using a combination
of “waterfall”, iterative and prototyping development methods as appropriate to
the component or sub-system being created. In general:

6.1.1 the “waterfall” approach will typically be used for retained “legacy” in the
Data Centre and those components that are related to the internal
workings of the solution (not business/user visible);

6.1.2 iterative methods will typically be used to deliver subsets of business
functionality earlier in the lifecycle (to support incremental testing); and

6.1.3 prototyping will typically be deployed where the requirements are not
clearly understood or where Fujitsu Services and Post Office jointly agree
that this is the correct approach for the creation of a particular aspect of
the system.

Fujitsu Services will agree with Post Office, such agreement not to be
unreasonably withheld, which development method will be used for each sub-
system or component of the solution.

Fujitsu Services will act in accordance with the Fujitsu Services “Solution
Framework” methodologies, as enhanced by the Fujitsu Services team to support
the needs of the development stream and this will be captured in revisions to the
Working Document “Development Strategy for HNG-X” (DEV/MGT/STG/0001),
which will be shared with Post Office. Decisions on which development tooling
and development methodologies are to be used will be driven out of the
programme and implemented within the project lifecycle as indicated by Level 2
key milestones in the HNG-X Programme Plan.

Each Party shall comply with its obligations set out in Annex 2 to this Schedule
with regard to the HNG-X Development.

Fujitsu Services shall provide a measurement mechanism which can be used to
estimate the functional size and complexity of software components and which
can be used to estimate the functional size and complexity of future software
changes.

In accordance with agreed Work Order(s), Fujitsu Services shall support Post
Office in activities necessary for Post Office to achieve:

6.5.1 certification, accreditation or assurance with its Clients or other third
parties; and

6.5.2 _ re-certification or re-accreditation with its Clients or other third parties.

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6.6

71

7.2

7.3

74

9.1

Fujitsu Services shall allow Post Office training development staff access to the
pre-release solution as is becomes available, to facilitate the development by
Post Office of accurate training material.

TESTING

Project HNG-X will follow a jointly developed, jointly agreed testing strategy that
has been created to exploit the benefits of the re-engineered solution to be
delivered by a service oriented architecture (as that term is described in the
Solution Architecture) and an object oriented development approach. From the
agreed testing strategy, revisions to the generic testing processes will be drawn.
The approach will re-balance the testing lifecycle to strengthen the earlier stages
of testing and thus reduce the risk of significant issues emerging in the later
stages. To ensure that each stage of testing delivers the appropriate contribution
to the programme it is important to establish and manage the commencement
(trends, stability, readiness) and completion (coverage, completeness, closure)
criteria for each testing stage.

Each test stage will have associated, documented quality gates (QGs) that will
support the readiness review process to decide whether it is appropriate to enter
or leave the stage of testing to which the QGs relate. The entry QG will be based
on objective entry criteria, drawn from generic checklists, to support the
assessment of readiness, timeliness, worth and risk.

Independent testing of the solution will be carried out by a jointly resourced and
managed team where each organisation takes leadership of an individual test
stage as agreed between the Parties. The scheduling of tests shall take account
of, and be consistent with, the HNG-X Acceptance Plan.

The Parties will use reasonable endeavours to jointly agree, by the touchpoint in
the HNG-X Programme Plan entitled “HNG-X Testing Approach Agreed”, such
agreement not to be unreasonably withheld, a CCD entitled “Testing Approach
for HNG-X” (TST/GEN/STG/0002) which will define the joint approach to be used
for testing. Such CCD will be based on the then current version of the Working
Document “HNG-X Testing Strategy”, the version at the date of signature of
CCN1200 being version 1.0 (March 2006).

ACCEPTANCE

The HNG-X Acceptance Process will be managed in accordance with Schedule
B6.3 by the respective HNG-X Acceptance Managers of Post Office and Fujitsu
Services for the period to HNG-X Initial Acceptance and by the Post Office
Acceptance Manager and Fujitsu Services Post Office Account service
management team for the period from HNG-X Initial Acceptance to HNG-X Final
Acceptance.

HNG-X PROGRAMME PLAN

Fujitsu Services shall maintain the HNG-X Programme Plan for the fulfilment of
its obligations under this Agreement in relation to Project HNG-X and the
Associated Change Activities.

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9.2

9.3

9.4

9.5

9.6

The HNG-X Programme Plan maintained by Fujitsu Services shall comprise
three Levels. The Level 2 elements of the HNG-X Programme Plan, as at the
date of signature of CCN1246, was formerly agreed as part of this
Agreement but has since been removed since the programme has
concluded-.

The Level 3 elements of the HNG-X Programme Plan shall be at a level of detail
equivalent to those elements described as such in Annex 1 to this Schedule (this
is included for illustrative purposes only).

Within eight Working Days of the start of each Planning Period following the date
of signature of CCN 1200, Fujitsu Services shall issue a revised version of the
HNG-X Programme Plan which shall contain:

9.4.1 the Tasks required for completion of Project HNG-X and the Associated
Change Activities;

9.4.2 until 31st October 2006, the Level 3 elements of the HNG-X Programme
Plan associated with such FS Tasks as are scheduled to take place up to
30'" November 2006;

9.4.3 from 18! November 2006, the Level 3 elements of the HNG-X Programme
Plan required for completion of Project HNG-X and those Level 3
elements that are recorded in the HNG-X Programme Plan that are
related to the Associated Change Activities; and

9.4.4 the milestone dates for Post Office Tasks and, so far as reasonably
practicable, Post Office's other obligations under this Agreement, on
which the commencement or completion of an FS Task is dependent (a
“Development Dependency”).

Any revised version of the HNG-X Programme Plan issued pursuant to this
paragraph shall only become effective in accordance with the terms of paragraph
13.

In respect of each version of the HNG-X Programme Plan provided in
accordance with paragraph 9.4, each Level 3 element on the HNG-X Programme
Plan to be performed by Fujitsu Services:

9.5.1 having a deliverable to be produced as a result of that element, shall
have a summary description of that deliverable; and

9.5.2 if related to HNG-X Development, shall have a HNG-X T&M Budget
associated with it.

Fujitsu Services shall complete each of its Tasks, using its reasonable
endeavours to do so by the date shown for the completion of that Task in the
HNG-X Programme Plan.

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97

9.8

9.9

10.

10.1

10.6

Post Office shall achieve each of its Development Dependencies, using its
reasonable endeavours to do so by the date shown for the achievement of that
Development Dependency in the HNG-X Programme Plan.

The initial version of the HNG-X Programme Plan at Level 2 was baselined at
the date of signature of CCN 1246 such that any changes to costs, effort and
timescales could be managed in accordance with this Schedule B6.2.

Certain dates in the initial version of the HNG-X Programme Plan for the key
milestones and touchpoints between Fujitsu Services and Post Office or third
parties for the delivery of Project HNG-X and the Associated Changes, were
formerly agreed as part of this Agreement but have since been removed
since the programme has concluded.

REPORTING AND OBLIGATIONS IF DELAY OCCURS

From the date of signature of CCN 1200, Fujitsu Services shall report to Post
Office in respect of each Planning Period its progress in achieving its Tasks set
out in the HNG-X Programme Plan for that Planning Period and on its
management of the work set out in that plan, such reporting to include earned
value analysis.

Fujitsu Services shall report to Post Office in accordance with paragraph 10.1 not
later than the eighth Working Day after the end of the Planning Period to which
the report relates.

From the date of signature of CCN 1200, Post Office shall report to Fujitsu
Services in respect of each Planning Period its progress in achieving the
Development Dependencies for that Planning Period and on its management of
the work relating to those Development Dependencies.

Post Office shall report to Fujitsu Services in accordance with paragraph 10.3 not
later than the fifth Working Day after the end of the Planning Period to which the
report relates.

If at any time an FS Task has not been, or Fujitsu Services forecasts that it may
not be, started or completed by the date set for that event in the HNG-X
Programme Plan, Fujitsu Services shall notify Post Office forthwith and shall
provide a report to Post Office with a red, amber, green colour coding system
(“RAG Report’) to highlight that FS Task.

If at any time a Development Dependency has not been, or Post Office forecasts
that it may not be, achieved by the date set for that Development Dependency in
the HNG-X Programme Plan, Post Office shall notify Fujitsu Services forthwith
and shall provide a RAG Report to Fujitsu Services to highlight that Development
Dependency.

If at any time an FS Task has a change in the effort required for its completion
based on the effort for that event in the HNG-X Programme Plan, Fujitsu

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Services shall notify Post Office forthwith and shall provide a RAG Report to
highlight FS Tasks for which the effort has changed. Any change to the effort
required for completion of an FS Task will only take effect in the HNG-X
Programme Plan in accordance with paragraph 13.1.

If a failure or delay to carry out (a) an FS Task or (b) a Level 3 element set out in
the HNG-X Programme Plan to be performed by Fujitsu Services:

10.8.1 affects (a) any key milestone or touchpoint referred to in paragraph 9.9 or
(b) any Development Dependency (in both cases as set out in or derived
from the HNG-X Programme Plan), Fujitsu Services shall as soon as
reasonably practicable provide proposals to mitigate the failure or delay;
or

10.8.2 does not affect (a) any key milestone or touchpoint referred to in
paragraph 9.9 or (b) any Development Dependency (in both cases as set
out in or derived from the HNG-X Programme Plan), Fujitsu Services
shall take such action as is necessary to mitigate the failure or delay and
shall report such action to Post Office in accordance with paragraph 10.1.

Any proposal provided by Fujitsu Services under paragraph 10.8.1 shall be
agreed with Post Office before it is implemented.

If there is a failure or delay to (a) achieve a Development Dependency or (b)
carry out a Level 3 element set out in the HNG-X Programme Plan to be
performed by Post Office, Post Office shall take such action as is necessary to
mitigate the failure or delay and shall report such action to Fujitsu Services in
accordance with paragraph 10.3.

BUDGET REPORT AND SUPPORTING INFORMATION FOR INVOICES

Fujitsu Services shall provide together with the reports to be provided under
paragraph 10.1:

11.1.1 a report in spreadsheet form providing, in respect of HNG-X
Development work only, the amount invoiced or due to be invoiced up to
the end of the Planning Period to which the report relates, an estimate of
Fujitsu Services Charges to completion of HNG-X Development and the
aggregate HNG-X T&M Budget at such completion, together with an
assessment of Gain Share which may be payable and/or a comparison of
the figures given in the report against the Lower Target Price, Upper
Target Price, Soft Cap and/or Hard Cap, in each case in accordance with
the provisions of Schedule D8; and

11.1.2 a document setting out for the invoicing period to which the reports relate
supporting information giving, in respect of each Level 3 element
identified in the HNG-X Programme Plan to be performed by Fujitsu
Services during that invoicing period, details of the number of hours
worked by each grade of resource in respect of that Level 3 element.

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11.2

12.2

The format of the reports and supporting information to be provided in
accordance with paragraphs 10.1, 10.3 and 11.1, shall be agreed by the Parties,
such agreement not to be unreasonably withheld.

CONTRACTOR PERSONNEL

From the date of signature of CCN 1200 until the HNG-X Initial Acceptance Date,
Fujitsu Services shall supply (and update when changes occur) the name, job
title, project role and grade for those Fujitsu Services personnel working on HNG-
X Development including those personnel that are off-shored.

From the date of signature of CCN 1200 until the HNG-X Initial Acceptance Date,
Fujitsu Services shall produce organisational charts showing Fujitsu Services
personnel working on HNG-X Development including those personnel that are
off-shored. Fujitsu Services shall provide revised versions of those charts to Post
Office when there are material changes to them.

CHANGING THE HNG-X PROGRAMME PLAN

Changes to scheduling of, or the effort required for, Tasks or Development
Dependencies that the Parties consider will not cause the 108.5 Band to be
exceeded and to which paragraph 13.5 does not apply shall require the written
agreement of both Parties at HNG-X Authority Level 1 (such agreement not to be
unreasonably withheld by either Party) and shall take effect immediately upon
that written agreement. Changes to scheduling of, or the effort required for,
Tasks or Development Dependencies that the Parties consider will cause the
108.5 Band to be exceeded and to which paragraph 13.5 does not apply shall be
dealt with under the Change Control Procedure. All changes that impact any of
the dates set out in the HNG-X Programme Plan for any of the key milestones
and touchpoints will be managed under the Change Control Procedure.

13.1.1 Without prejudice to the generality of paragraph 13.1 and subject to that
paragraph, in order to manage (after the date of signature of CCN1246) any
further increases in the chargeable man day estimates provided by Fujitsu
Services to complete the HNG-X Development and/or Associated Change
Development:

(a) Fujitsu Services HNG-X Programme Director shall notify Post Office HNG-X
Programme Manager in writing of any change in the aggregate number of man
days budgeted (as chargeable to Post Office) to complete the HNG-X
Development or Associated Change Development (“a man-day change”);

(b) In relation to any such man-day change of 20 days or less, Post Office shall
be deemed to have approved such change unless it notifies Fujitsu Services
within 2 working days of receipt (unless such man-day change coupled with all
other man-day changes in that month exceeds 100 man-days);

(c) for any man-day change not within sub-paragraph (b) above, the Fujitsu
HNG-X Programme Director and the Post Office HNG-X Programme Manager
shall promptly meet to agree in writing the approach to be taken in relation to
such proposed change;

(d) all man-day changes within a calendar month will be discussed at a monthly
meeting to be combined with the last Joint Supply Board of each month.

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13.2

13.4.1

13.4.2

If the Parties fail to reach agreement at HNG-X Authority Level 1 on a change of
the type described in the first sentence of paragraph 13.1, the dispute shall be
referred to HNG-X Authority Level 2. If the Parties fail to reach such agreement
at HNG-X Authority Level 2, the dispute shall be referred for resolution at the
Executive Review level of the DRP and if not resolved shall (unless the Parties
agree otherwise) be escalated further in accordance with the DRP.

Fujitsu Services shall be entitled at its discretion to reschedule the Level 3
elements of the HNG-X Programme Plan within the period bounded by the start

and completion dates for the associated Task in the HNG-X Programme Plan.

Failure to complete a Task due to Fujitsu Services’ Default

To the extent that a failure by Fujitsu Services to carry out an FS Task by the
completion date for that Task in the HNG-X Programme Plan is due to a Default
of Fujitsu Services, then:

13.4.1.1 Fujitsu Services shall not be entitled to extend the period for the
completion of that FS Task or revise the HNG-X T&M Budget for that
FS Task without the agreement of Post Office in accordance with the
provisions of paragraph 13.1; and

13.4.1.2 the cost of preparing reports and proposals and taking any mitigating
action in accordance with paragraph 10 shall be borne by Fujitsu
Services.

To the extent that a failure by Post Office to achieve a Development Dependency
by the achievement date for that Development Dependency in the HNG-X
Programme Plan is due to a Default of Fujitsu Services, then:

13.4.2.1_ if the Development Dependency is not achieved by the date specified
for that Development Dependency in the HNG-X Programme Plan, the
period for achieving that delayed Development Dependency shall be
extended by the period reasonably necessary for that Development
Dependency to be achieved, taking into account:

(a) whether the reasons for delay, to the extent they can be
identified, are likely to continue to cause delay;

(b) the availability of appropriate resources (both existing Post
Office resources and any available to Post Office to buy in);

(c) the nature of the Development Dependency to be achieved; and

(d) other Development Dependencies which have not yet been
achieved,

provided that Post Office shall use reasonable endeavours to redeploy
any resources allocated to achieve that Development Dependency

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throughout the period of delay so as to minimise that period of
extension;

13.4.2.2 the length of the time extensions to Development Dependencies in

accordance with paragraph 13.4.2.1 shall require written agreement at
HNG-X Authority Level 1 (such agreement not to be unreasonably
withheld by either Party) and shall take effect immediately subject to
written confirmation at HNG-X Authority Level 2 (which shall be given
or refused within one week of such agreement);

13.4.2.3 if the Parties fail to reach such agreement at HNG-X Authority Level 1

or HNG-X Authority Level 2, for the purposes of establishing the
effective ongoing HNG-X Programme Plan, Fujitsu Services shall be
entitled to determine on the basis of and taking into account the factors
set out in paragraph 13.4.2.1 the amount of time by which each
delayed Development Dependency shall be extended. Post Office shall
work to that revised HNG-X Programme Plan but shall be entitled to
seek a further extension of time for such Development Dependencies
through the dispute resolution process referred to in paragraph
13.4.2.4; and

13.4.2.4 Disputes as to:

(a) whether or to what extent a Default by Post Office or some other
failure has caused a Development Dependency to be delayed;
or

(b) the amount by which the time for a Development Dependency
should be extended,

shall be referred for resolution at the Executive Review level of the DRP
and if not resolved shall (unless the Parties agree otherwise) be
escalated further in accordance with the DRP.

13.5 Failure to complete a Task not due to Fujitsu Services’ Default

13.5.1

13.5.2

The provisions of this paragraph 13.5 shall only apply if and to the extent
that a failure by Fujitsu Services to carry out an FS Task by the
completion date for that FS Task in the HNG-X Programme Plan is due to
a failure by Post Office or any of its agents or sub-contractors to (i)
achieve any Development Dependencies by the date shown for the
achievement of them set out in the HNG-X Programme Plan, or (ii) fulfil
its other obligations under this Agreement, provided that Fujitsu Services
notified Post Office of its failure to fulfil that obligation and its effect on
Fujitsu Services’ ability to perform the FS Task.

If an FS Task is not completed by the date specified for that FS Task in
the HNG-X Programme Plan, the period for completing that delayed FS

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13.5.3

13.5.4

13.5.5

13.5.6

Task shall be extended by the period reasonably necessary for that FS
Task to be completed, taking into account:

(a) whether the reasons for delay, to the extent they can be
identified, are likely to continue to cause delay;

(b) the availability of appropriate resources (both existing Fujitsu
Services resources and any available to Fujitsu Services to buy
in);

(c) the nature of the FS Task to be completed; and

(d) other FS Tasks which remain incomplete,

provided that Fujitsu Services shall use reasonable endeavours to
redeploy any resources allocated to that FS Task throughout the period
of delay so as to minimise that period of extension.

Fujitsu Services shall revise the HNG-X T&M Budget for completing each
of its delayed FS Tasks to the extent reasonably necessary to reflect:

(a) any additional work required; and/or
(b) additional resource required to be allocated to that FS Task,

for it to be completed within the period of extension described in
paragraph 13.5.2, provided that Fujitsu Services shall use reasonable
endeavours to redeploy any resources allocated to that FS Task
throughout the period of delay.

The length of the time extensions to FS Tasks in accordance with
paragraph 13.5.2 shall require written agreement at HNG-X Authority
Level 1 (such agreement not to be unreasonably withheld by either Party)
and shall take effect immediately subject to written confirmation at HNG-
X Authority Level 2 (which shall be given or refused within one week of
such agreement).

If the Parties fail to reach such agreement at HNG-X Authority Level 1 or
HNG-X Authority Level 2, for the purposes of establishing the effective
ongoing HNG-X Programme Plan, Post Office shall be entitled to
determine on the basis of and taking into account the factors set out in
paragraph 13.5.2 the amount of time by which each delayed FS Task
shall be extended. Fujitsu Services shall work to that revised HNG-X
Programme Plan but shall be entitled to seek a further extension of time
for such FS Tasks through the dispute resolution process referred to in
paragraph 13.5.6.

Disputes as to:

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(a) whether or to what extent a Default by Fujitsu Services or some
other failure has caused an FS Task to be delayed;

(b) the amount by which the time for an FS Task should be
extended; or

(c) the increase (if any) to the HNG-X T&M Budget to reflect the
additional work or resource required to complete a delayed or
extended FS Task,

shall be referred for resolution at the Executive Review level of the DRP
and if not resolved shall (unless the Parties agree otherwise) be
escalated further in accordance with the DRP.

13.6 Notwithstanding anything to the contrary in Clauses 57 and 68, written
agreements and confirmations referred to in paragraphs 13.1 to 13.5 may be
effected by written agreement including, without limitation, email exchange or
agreed meeting minutes.

14. OFFSHORE DEVELOPMENT

14.1 Appointment and Induction of Offshore Development Partner

14.1.1

14.1.2

14.1.3

Fujitsu Services has appointed Zensar Technologies UK Limited as an
HNG-X Sub-contractor, in the role of offshore development partner (the
“Offshore Development Partner”). This paragraph 14 sets out the
circumstances in which Fujitsu Services may use the Offshore
Development Partner, its management of the Offshore Development
Partner and Post Office's role in that process. It is without prejudice to
Fujitsu Services obligations under Clause 58.2.

Fujitsu Services will agree the appointment, by the Offshore
Development Partner, of a Fujitsu Services’ Offshore Project Manager
and a Fujitsu Services’ Offshore Design Authority to oversee the Offshore
Development Partner's contribution to HNG-X Development work. These
appointments will be notified to Post Office by Fujitsu Services as soon
as reasonably practicable.

Fujitsu Services will ensure that the Fujitsu Services' Offshore Project
Manager and the Fujitsu Services' Offshore Design Authority appointed
by the Offshore Development Partner have a full understanding of both
the technical solution proposed and the business environment within Post
Office sufficient to fulfil Fujitsu Services’ obligations in respect of offshore
activities.

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14.1.4

14.1.5

The Fujitsu Services' Offshore Project Manager and the Fujitsu Services’
Offshore Design Authority will ensure that such induction information is
communicated within the Offshore Development Partner's teams through
mandatory briefings and a record will be maintained to demonstrate all
individuals have received this communication. Post Office will agree the
content of this communication in advance, such agreement not to be
unreasonably withheld.

The Parties will agree Post Office's involvement in the activities, including
any support to be provided to Fujitsu Services, set out in paragraphs
14.1.3 and 14.1.4, such agreement not to be unreasonably withheld by
either Party.

14.2 Use of Offshore Development Partner

14.2.1

14.2.2

14.2.3

14.2.4

Fujitsu Services will propose which components of the solution are to be
produced offshore on a case-by-case basis and which aspects of
development (design, development, test) are to be produced by the
Offshore Development Partner. Fujitsu Services shall provide reasonable
notice to Post Office to consider such proposals and shall seek Post
Office agreement to these proposals before they are implemented, such
agreement not to be unreasonably withheld. The decision to offshore the
development of a component will be based on information that will
include architectural considerations, skills availability, development
knowledge, support constraints and security measures.

Before Fujitsu Services proposes to Post Office, pursuant to paragraph
14.2.1, that any HNG-X Development work be undertaken by the
Offshore Development Partner, Fujitsu Services shall, at no cost to the
Post Office, carry out an assessment of the potential risks involved in
such work being undertaken offshore by the Offshore Development
Partner. Such assessment shall consider any potential risks arising from
the physical, logical and management security standards to be followed
by the Offshore Development Partner in undertaking such work.

Fujitsu Services shall disclose to Post Office (a) the results of the
assessment referred to in paragraph 14.2.2 and (b) details of the
processes, procedures, systems and controls it has or intends to put in
place to address the risks identified in that assessment. The
commencement of any offshore HNG-X Development work by the
Offshore Development Partner shall be conditional on Post Office
confirming to Fujitsu Services that it is satisfied with such assessment
and such processes, procedures, systems and controls.

Fujitsu Services will enter into contractual arrangements with the
Offshore Development Partner that will entitle it to require the Offshore
Development Partner to put in place the following security measures in
respect of any HNG-X Development work undertaken by it offshore:

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14.2.5

14.2.6

14.2.7

(a) physically isolating the Offshore Development Partner's
development environment for HNG-X Development from other
areas, with access restricted to only those resources of the
Offshore Development Partner who are carrying out such
activities; and

(b) isolating the Offshore Development Partner's networks for such
development environment from other areas and other networks
including data security, network security, server security,
document security and web security.

As a result of an assessment conducted pursuant to paragraph 14.2.2 or
otherwise, the Parties may agree in writing that the Offshore
Development Partner implement the measures referred to in this
paragraph in relation to HNG-X Development work. As part of any such
agreement, the Parties shall also agree any additional charges to be paid
by Post Office for those measures, such charges to reflect any additional
costs incurred by the Offshore Development Partner in implementing
those measures.

Fujitsu Services shall be responsible for ensuring that the Offshore
Development Partner implements and observes any security measures
disclosed to Post Office pursuant to paragraph 14.2.3 (to the extent they
are relevant to the Offshore Development Partner) or agreed by the
Parties pursuant to paragraph 14.2.4. Other than as referred to in
paragraph 14.2.4, the cost of such security measures shall be borne by
Fujitsu Services

The requirements for the components of the solution that are to be
developed offshore will be passed to the Offshore Development Partner
under the control of the Fujitsu Services’ ‘Requirements and Acceptance’
team, in accordance with established Project HNG-X practice. The
Fujitsu Services' Offshore Design Authority will actively participate in the
review, interpretation and assurance of these requirements. Fujitsu
Services will arrange reviews involving the Fujitsu Services Design
Authority, the Fujitsu Services' Offshore Design Authority and the Post
Office Design Authority where it believes significant clarification or better
understanding of an HNG-X Requirement is needed. Post Office may
request Fujitsu Services to arrange such a review if it reasonably
believes a review to be necessary for specific HNG-X Requirements.

The independent testing stages of Project HNG-X will be supported by
the Offshore Development Partner's personnel working on and offshore
and it is anticipated that there will be regular contact with the joint Post
Office and Fujitsu Services testing team with respect to offshore
developed technology where this touches the business/user environment.
Aseries of two way visits is envisaged.

14.3. Programme Management of Offshore development

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14.3.1

14.3.2

14.3.3

14.3.4

14.3.5

14.3.6

Fujitsu Services has appointed the Fujitsu Services Project Manager,
who is a senior project management professional, to oversee the
relationship with the Offshore Development Partner to ensure that
synergy with the programme is maintained and pro-actively managed.
The Fujitsu Services Project Manager will ensure all risks associated with
the offshore development are managed, such risks and their associated
action plans to be shared with Post Office.

Offshore activities will be included within the HNG-X Programme Plan
(Levels 1, 2 and 3) and weekly time recording will be supported within
Fujitsu Services’ standard RTR toolset, in accordance with agreed
reporting processes for Project HNG-X. Offshore activities will be
included within Project HNG-X reporting in accordance with this Schedule
B6.2.

Fujitsu Services will hold all offshore generated artefacts within the
nominated repositories for Project HNG-X and knowledge share will be
supported by the continued involvement of offshore staff within their
respective programme communities (design, development and test).

Fujitsu Services will ensure that all risks and issues that originate or are
identified offshore are managed through the appropriate programme
registers and processes. Such risks and issues will be made visible to
Post Office who will be invited to participate in their resolution.

Fujitsu Services will work with the Offshore Development Partner to put in
place measures, equivalent to those set out at Clause 41 (Fujitsu
Services Key Personnel) of this Agreement, aimed at ensuring that the
Fujitsu Services' Offshore Project Manager and the Fujitsu Services’
Offshore Design Authority are retained as key personnel.

For the avoidance of doubt, the Offshore Development Partner's
compliance with the provisions of this paragraph 14 and its performance
of any of Fujitsu Services’ obligations under this Agreement shall be
subject to the same rights of audit as if those obligations were performed
by Fujitsu Services and Fujitsu Services shall ensure that the Offshore
Development Partner maintains Records and cooperates with, and
provides assistance and information in relation to, any audit, in each case
in accordance with Clause 25 (Audit).

15. ASSOCIATED DOCUMENTS

15.1. The following CCDs are associated with this Schedule B.6.2:

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Document Reference Document Title
REQ/CUS/BRS/0001 Postal Services Business and Operational
Context

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TST/GEN/STG/0002

Testing Approach for HNG-X

15.2 I There are no CRDs associated with this Schedule B6.2.

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ANNEX 14

HNG-X PROGRAMME PLAN: LEVEL 3 ELEMENTS

For illustrative purposes only)

C:\Documents and
Settings\vd02\Deskte

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ANNEX 2
DEVELOPMENT RULES

DEFINITIONS

For the purposes of this Annex only, the following terms shall have the following meanings:

Clean Room means the separate operational environment
where the Clean Room Team will work during
the development lifecycle for production of the
Clean Room Outputs;

Clean Room Outputs means the UI and CSRDE outputs for the
HNG-X business application developed by
Fujitsu Services in the Clean Room;

Clean Room Rules means the set of operational processes and
practices used by the Clean Room Team to
work on the Clean Room Outputs as set out in
Section C of this Annex;

Clean Room Team means all individuals engaged on Project
HNG-X by Fujitsu Services who are based in
the Clean Room;

Fujitsu Filter Team means the identified individuals in the General
Development Team (and outside the Clean
Room) responsible for the interface with the
Clean Room Team;

General Development Team means all individuals engaged on Project
HNG-X by Fujitsu Services who are involved
in the creation or use of IPR; and

General Development Team Rules means the rules set out in Section B of this
Annex.

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SECTION A: GENERAL
41. BACKGROUND
1.1 Fujitsu Services does not intentionally engage in the production of software or

1.2

1.3

24

2.2

23

24

25

systems which unlawfully copy the proprietary works of others. Nor does it
intentionally misuse confidential information to assist such production.

In addition Fujitsu Services takes appropriate steps to ensure the potential risk of
inadvertent copying of proprietary works is minimised.

As a result of Post Office's business decisions not to continue using the parts of
the current Horizon systems from Fujitsu Services’ existing subcontractor there is a
possibility that Fujitsu Services will be required to produce evidence that the
replacement software did not benefit either from the unlawful copying by Fujitsu
Services of proprietary material or the misuse of third party confidential
information.

APPROACH

This document sets out the approach agreed between Fujitsu Services and Post
Office:

2.1.1. to control the risk of infringement of third party rights during the
development of HNG-X; and

2.1.2 to enable Fujitsu Services to demonstrate that Fujitsu Services design and
code outputs are based upon the HNG-X Requirements not the unlawful
copying or misuse by Fujitsu Services of third party rights in existing
systems.

The use of the Clean Room is to produce Clean Room Outputs based only on the
Post Office's HNG-X Requirements and not created as a result of any unlawful
copying or misuse by Fujitsu Services of third party rights in existing systems.

Post Office acknowledges that it has a role to play to assist Fujitsu Services in
avoiding the risk of infringement of that third party IPR and Section D of this Annex
sets out details of the actions and responsibilities of Post Office in this respect.

The rules applicable to the Clean Room are not intended to replace those
applicable to the General Development Team. The General Development Team
Rules shall unless modified by the Clean Room Rules also apply to the Clean
Room Team.

Neither the Clean Room Rules nor the General Development Team Rules shall
replace Fujitsu Services’ other applicable general development or quality
assurance obligations. Rather the Clean Room Rules and the General
Development Team Rules are intended to bring specific focus and awareness in

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3.1

3.2

44

42

43

5.1

5.2

5.3

areas where these need to be modified or augmented to meet identified risks of
IPR infringement.

SCOPE
The Parties have agreed that where there are real risks of actual IPR infringement
Fujitsu Services shall put in place a system where part of its team (the “Clean

Room Team’) will work in isolation to prevent such infringement.

For the purpose of this Annex the additional rules applicable to the Clean Room
Team are called the Clean Room Rules.

SECTION B: GENERAL DEVELOPMENT TEAM RULES

GENERAL

These rules apply to all of the activities undertaken by Fujitsu Services for Post
Office involving the creation or use of IPR.

General Development Team shall not use, copy or adapt (from any other
programming language) or reverse engineer any third party proprietary software or
software tool (and its related documentation) unless they have first satisfied
themselves that:

4.2.1 they know the origin of the same; and

4.2.2 Fujitsu Services is licensed or otherwise authorised to make use of such
IPR in this way.

For the avoidance of doubt in respect of the General Development Team there
shall be no separation physical or functional outside the Clean Room of ongoing
maintenance and other work in respect of Horizon and the development of HNG-X.

INDIVIDUALS ENGAGED

Members of the General Development Team (other than the Clean Room Team)
may have background knowledge of Horizon and access to Horizon code and
Escher APIs.

All members of the General Development Team shall have been briefed
appropriately on the General Development Team Rules and of the need to ensure
that all contact with the Clean Room Team is through the Fujitsu Filter Team.

Adherence by the General Development Team to the General Development Team
Rules shall be through normal supervision by Fujitsu Services line management.

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71

7.2

9.1

9.2

9.3

RECORDS

The General Development Team shall maintain such records as are required
through its normal development procedures and good industry practice.

AUDIT AND COMPLIANCE

Fujitsu Services will implement appropriate controls to check compliance with the
General Development Team Rules through its management organisation.

Compliance with the General Development Rules and the Clean Room Rules shall
be subject to the standard Fujitsu Services' company quality audit procedure.

CHANGES TO THE GENERAL DEVELOPMENT TEAM RULES
Fujitsu Services shall retain the ability to control changes to the General
Development Team Rules and to modify and update such General Development

Team Rules provided any such changes are good industry practice

SECTION C: CLEAN ROOM RULES

IDENTIFYING THE NEED FOR A CLEAN ROOM PROCESS

Fujitsu Services does not intend to unlawfully copy third party proprietary material
included in the existing Horizon system or otherwise.

To ensure that this is not done inadvertently and to assist in proving that the
development of HNG-X took place lawfully Fujitsu Services shall ensure that work
or parts of work needed to create certain HNG-X elements are performed by
Fujitsu Services under Clean Room Rules by a separate development team
located in a Clean Room with inputs and outputs suitably monitored and recorded.

In order to avoid any infringement or risk of infringement the following elements of
the project need to be created in the separate environment to which these Clean

Room Rules shall apply:

A. Work to create UI Clean Room Outputs

° UI Construct Catalogue to create new constructs defined by UI Clean
Room Team;

° UI Prototypes for use in Usability Trials;

. HNG-X Style Guide being the final formal documentation of UI Clean

Room Outputs; and

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9.4

10.

10.4

B. Work to create CSRDE Clean Room Outputs

. Carrier Services technical data model, including schema, to meet the
Postal Services Requirements;

° CSRDT,
. the design of the user interface for using the CSRDT; and
. the design and prototype of the code to access the CSRDE from the

Postal Services Functional Requirements.

The Parties will jointly keep under review through the governance arrangements
set out in Schedule A2 and the Change Control Procedure and Work Ordering
Procedure the risks of infringement of any other aspects or third party rights and
the action required including the creation of Clean Room conditions for such
additional elements.

CLEAN ROOM TEAM

Fujitsu Services shall make arrangements for the creation at a location physically
separated from its main development team of a group (initially eight to ten people)
who will be responsible for creating the Ul and CSRDE Clean Room Outputs.

Fujitsu Services shall ensure that the development personnel in the Clean Room
Team are selected by Fujitsu Services so as to avoid the use of individuals with
prior knowledge of any relevant third party materials and software. For the HNG-X
UI Clean Room process Fujitsu Services shall select only those personnel who
have not had significant experience of, or any access to the source materials of,
the existing Horizon UI. For the CSRDE Clean Room process, Fujitsu Services
shall select only those personnel who have not had significant experience of, or
any access to the source materials of, the existing Escher Mails data editor.
Members of the Clean Room Team shall be requested to confirm that they have
not had such experience or access.

After their selection, Fujitsu Services shall ensure that the Clean Room Team shall
not have any access to any relevant third party materials and software used in the
Horizon system. For the HNG-X UI Clean Room process, Fujitsu Services shall
ensure that the relevant personnel shall continue not to have access to the source
materials of the existing Horizon UI. For the CSRDE Clean Room process, Fujitsu
Services shall ensure that the relevant personnel shall continue not to have access
to the existing Escher Mails data editor.

Fujitsu Services shall ensure that members of the Clean Room Team do not have
knowledge of or access to any relevant Escher materials and software (including
the source materials) and that they do not attempt to obtain such knowledge or
access.

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10.5

10.7

11.

Fujitsu Services shall restrict access by Clean Room Team to personnel outside of
the Clean Room whether in General Development Team or elsewhere that might
have such knowledge or materials so that the isolation of the Clean Room Team
does not become ineffective.

Fujitsu Services shall make and keep suitable records of the input of information
software and materials to the Clean Room.

Each member of the Clean Room Team shall be responsible for keeping suitable
personal records of their Clean Room activity.

FUJITSU FILTER TEAM

Communication with the Clean Room Team shall be via a nominated set of
individuals (the “Fujitsu Filter Team”) external to the Clean Room Team who shall
be responsible for recording and vetting of inputs to the Clean Room Team.

All communication between the Clean Room Team and either Post Office or the
remainder of the HNG-X development team shall be controlled by a Fujitsu Filter
Team. The responsibility of the Fujitsu Filter Team is to ensure that the terms of
reference for the Clean Room Team are not inadvertently compromised by the
inputs to it.

The Fujitsu Filter Team consists of a senior technical manager appointed by the
Fujitsu Services' HNG-X Programme Manager along with one or more assistants.
The Fujitsu Filter Team is part of the HNG-X project team outside the Clean Room
Team, and is responsible for the following:

11.3.1 Production of the Terms of Reference for the Ul and Postal Services
(CSRDE) Clean Room Teams, including synopsis / contents list for the UI
Style Guide, Counter Architecture and Interfaces;

11.3.2 Identification of individual Process Steps from the sample Post Office
Business Use Cases for prototyping of UI scenarios and CSRDE specific
Process Steps;

11.3.3 Recording and review of other Post Office and Fujitsu Services’ inputs to
the Clean Rooms;

11.3.4. Communicating any Fujitsu Services feedback to the Clean Room Team
and ensuring any feed back provided to the Clean Room Team relates only
to the above referenced inputs to the Clean Room and not to replication of
existing systems;

The Fujitsu Filter Team shall also raise any issues of concern, or refer any such
issues raised by the Clean Room Team to Fujitsu Services’ legal advisers.

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11.5

12.2

12.4

All feedback correspondence originating from Fujitsu Services or Post Office
should include an identifier which clearly identifies the correspondence as
containing feedback intending to lead to a change in the outputs of the Clean
Room Team.

Fujitsu Services shall from time to time inform Post Office of the members of the
Fujitsu Filter Team and shall promptly upon each change to the Fujitsu Filter Team

personnel inform Post Office of that change.

SECTION D: RELATED POST OFFICE OBLIGATIONS

Post Office shall prepare its HNG-X Requirements in a format that where
reasonably possible avoids dictating a specific solution or design which in the
reasonable opinion of Post Office might infringe third party IPR.

Post Office shall as soon as reasonably practicable respond to reasonable
requests for information from Fujitsu Services aimed at establishing the bona fides
of any source of its HNG-X Requirement.

Post Office shall ensure that all its inputs for the Clean Room Team are submitted
via the Fujitsu Filter Team.

Post Office shall (at Fujitsu Services’ cost) take all steps reasonably requested by
Fujitsu Services to assist Fujitsu Services in establishing and operating its General
Development Team Rules or Clean Room Rules but only to the extent such steps
relate to the actions of Post Office's employees, agents or contractors under this
Agreement.

Post Office shall as soon as reasonably practicable notify Fujitsu Services of any
matters which come to its attention that might reasonably result in a breach by
Fujitsu Services of the General Development Team Rules or Clean Room Rules.

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Version History

SCHEDULE B6.3

HNG-X ACCEPTANCE PROCESS

Version No. Date Reason for Issue

1.0 31/08/06 Agreed version as at date of signature of CCN1200

1.1 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 24/12/09 Applying changes as per CCN 1268

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Updating as per CCN1648b and moving all

Schedules to v14.0

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2.2

SCHEDULE B6.3

HNG-X ACCEPTANCE PROCESS
INTRODUCTION
The purpose of this Schedule is to describe a clear, agreed process that enables
objective confirmation (or otherwise) of the fulfilment of Fujitsu Services’ delivery
obligations in respect of Project HNG-X and certain of the Associated Change Activities.
The process includes a mechanism for managing any and all rectification activities
identified in order to complete the fulfilment of any HNG-X Acceptance Criteria that have
not been met.
DEFINITIONS

Acceptance

2.1.1. The HNG-X Acceptance Process will enable Post Office and Fujitsu Services to
provide:

2.1.1.1 confirmation that the deliverables are fit to proceed to the next stage in
the HNG-X Acceptance Process; and

2.1.1.2 confirmation that Fujitsu Services has met the HNG-X Requirements,
and any related contractual obligations, in an agreed manner.

2.1.2 HNG-X Initial Acceptance will be achieved on progressing through HNG-X
Acceptance Gateway 4.

2.1.3. HNG-X Final Acceptance will be achieved once all HNG-X Acceptance
Gateways have been passed through.

HNG-X Acceptance Process Stages

2.2.1 A series of HNG-X Acceptance Gateways exists for the HNG-X Acceptance
Process. The HNG-X Acceptance Gateways are each numbered but such
numbering does not imply that the HNG-X Acceptance Gateways must be
achieved in strict sequential order. The series of numbered HNG-X Acceptance
Gateways for HNG-X is stated below, with the corresponding “Z#" point stated
alongside:

2.2.1.1 HNG-X Acceptance Gateway 1 - Readiness for Router Roll Out
(Acceptance Point 21);

2.2.1.2 HNG-X Acceptance Gateway 2 - Readiness for Data Centre Migration;

2.2.1.3 HNG-X Acceptance Gateway 3 — Readiness for Live Pilot (Acceptance
Point Z2);

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2.2.2

2.2.3

2.2.4

2.2.5

2.2.1.4 HNG-X Acceptance Gateway 4 — Readiness for Branch Migration
(Acceptance Point Z3);

2.2.1.5 HNG-X Acceptance Gateway 5 is not used.
2.2.1.6 HNG-X Acceptance Gateway 6 — End of Live Monitoring.

HNG-X Acceptance Gateways 1 and 2 must both be passed through as pre-
requisites for passing through HNG-X Acceptance Gateway 3. HNG-X
Acceptance Gateways 1 and 2 may be passed through in any order (the actual
order to be agreed and documented in the HNG-X Programme Plan).

Not Used.

A series of HNG-X Acceptance Process Stages exist, delineated by specific
HNG-X Acceptance Gateways as follows:

2.2.4.1 HNG-X Acceptance Process Stage “Test and Validation” is from delivery
of the agreed HNG-X Acceptance Plan to HNG-X Acceptance Gateway
3;

2.2.4.2 HNG-X Acceptance Process Stage “Live Pilot” is from HNG-X
Acceptance Gateway 3 to HNG-X Acceptance Gateway 4; and

2.2.4.3 HNG-X Acceptance Process Stage “Live Monitoring” is from HNG-X
Acceptance Gateway 4 to HNG-X Acceptance Gateway 6.

The HNG-X Acceptance Gateways and the HNG-X Acceptance Process Stages
can be represented diagrammatically as follows (HNG-X Acceptance Gateways
depicted as “AG"):

AG1 AGS
AG3
AG4
AG2 ACCEP”
INTIAL
ACCEPTANCE
Test & Live Live
= Validation Pt pot monitoring

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2.3

2.2.6

2.27

The HNG-X Acceptance Plan documents, inter alia, all the HNG-X Acceptance
Criteria and when they need to be achieved by. The HNG-X Acceptance
Process from AG4 to HNG-X Final Acceptance will be managed for Fujitsu
Services by its Post Office Account Service Management team.

‘The Fujitsu Services' Post Office Account Service Management team will
support the Fujitsu Services Acceptance Manager throughout the Live Pilot
stage by managing the provision of acceptance evidence in support of those
HNG-X Acceptance Criteria with the Acceptance Method of HNG-X Monitoring.

HNG-X Acceptance Criterion

2.3.4

2.3.2

2.3.3

2.3.4

An HNG-X Acceptance Criterion is a clear, objective and unambiguous
statement against which fulfilment (with supporting evidence) of an HNG-X
Requirement using an HNG-X Acceptance Method can be determined. There
will be one HNG-X Acceptance Criterion against each instance of an allocated
HNG-X Acceptance Method. There may be HNG-X Requirements that are, in
themselves, measurable and unambiguous. In such cases, the HNG-X
Acceptance Criterion may be marked ‘as per the HNG-X Requirement’. Where
the HNG-X Requirement is expressed as a Use Case, the HNG-X Acceptance
Criterion will be the fulfilment of the Use Case pre-conditions and post-
conditions or, subject to agreement between the HNG-X Acceptance Managers,
the HNG-X High Level Test Plans as detailed in the Test Automation Toolset and
associated with the relevant HNG-X Requirement, except where explicitly
stated.

HNG-X Acceptance Criteria will be documented by Post Office in DOORS and
extracted by Post Office into the HNG-X Requirements Catalogue at appropriate
points during Project HNG-X, including at the date of signature of CCN1200 and
at the end of the Requirements Stage.

Fujitsu Services is responsible for producing, within the timescale agreed
between the Parties, evidence to demonstrate that the relevant HNG-X
Acceptance Criterion has been met.

Further details of the presentation and status of HNG-X Acceptance Criteria are
set out in the table below:

HNG-X ACCEPTANCE
CRITERIA FOR:

Functional

Requirements (general)

Development approach Functional Requirements will be specified through Use
for HNG-X Acceptance Cases.

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Criteria

Use Cases in themselves will not have HNG-X
Acceptance Methods and HNG-X Acceptance Criteria
as they are at a different level of specification and form
the starting point for test scripts. However, Use Cases
will each contain pre-conditions, minimal guarantees
and success guarantees, i.e. what is required to be true
before the Use Case is activated and what is expected
after the Use Case has been activated for both the main
flow and any variant paths.

Acceptance of each Use Case will therefore be fulfilled
when all paths have been exercised, and the pre-
conditions, minimal guarantees and success guarantees
or, subject to agreement between the HNG-X
Acceptance Managers, the tests associated with the
relevant HNG-X High Level Test Plan, have been met.
At the end of the Requirements Stage these will be
described within DOORS, and a _ version-controlled
extract will be provided by Post Office in the HNG-X
Requirements Catalogue, version 1. Further version-
controlled extracts shall be provided by Post Office
following any amendments to, or re-issuing of, HNG-X
Requirements in accordance with Schedule B6.1.

Position at the date of
signature of CCN1200

HNG-X Acceptance Criteria not available.

Functional
Requirements (Retained
Functionality)

Development approach
for HNG-X Acceptance
Criteria

Certain Functional Requirements will be expressed as
Retained Functionality Use Cases which are agreed not
to require main, variant and exception paths. They will
contain, as a minimum, a goal and a description and in
some cases more detail relating to Business Rules and
usage. Acceptance of these Retained Functionality Use
Cases will, as a minimum, be via the HNG-X
Acceptance Methods of HNG-X Solution Test and/or
HNG-X Release Validation and will require traditional
narrative HNG-X Acceptance Criterion statements or,
subject to agreement between the HNG-X Acceptance
Managers, HNG-X High Level Test Plans to be jointly
developed by Post Office and Fujitsu Services which
shall reference existing Horizon test materials where
relevant.

Development of HNG-X Acceptance Methods and HNG-
X Acceptance Criteria will not be complete for Retained

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Functionality Use Cases by the end of the
Requirements Stage. These will be agreed by the joint
test teams following the end of the Requirements Stage
and, following such agreement, will be included in any
subsequent versions of the Requirements Baseline
issued by Post Office to Fujitsu Services.

Position at the date of
signature of CCN1200

HNG-X Acceptance Criteria not available.

Functional
Requirements (Postal
Services)

Development approach
for HNG-X Acceptance
Criteria

The approach to acceptance for Postal Services will be
as described for Functional Requirements (general)
except where HNG-X Requirements are provided in
narrative form and have narrative HNG-X Acceptance
Criteria.

Position at the date of
signature of CCN1200

The scope of Postal Services and the materials to be
provided at contract will be described in the CCD
entitled “Postal Services Business and Operational
Context” (REQ/CUS/BRS/0001).

Training Requirements

Development approach
for HNG-X Acceptance
Criteria

High level pre-contract HNG-X Acceptance Methods
and HNG-X Acceptance Criteria (in narrative form) to
support high level training requirements have been
created. These will be further developed after the date
of signature of CCN1200.

The position at the end of the Requirements Stage will
be that updated HNG-X Acceptance Criteria and HNG-X
Acceptance Methods will be provided by Post Office
within DOORS. A version-controlled extract will be
provided by Post Office in the HNG-X Requirements
Catalogue, version 1. Further version-controlled extracts
shall be provided by Post Office following any
amendments to, or re-issuing of, HNG-X Requirements
in accordance with Schedule B6.1.

Position at the date of
signature of CCN1200

HNG-X Acceptance Methods and HNG-X Acceptance
Criteria will be provided by Post Office within the HNG-X
Requirements Catalogue Draft at Contract. The HNG-X
Requirements Catalogue Draft at Contract will identify
which of these HNG-X Acceptance Methods and HNG-X
Acceptance Criteria have and have not been agreed
between the Parties at the date of signature of

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CCN1200. Any such HNG-X Acceptance Methods and
HNG-X Acceptance Criteria not so agreed will be
documented as areas for agreement and detailed work
after the date of signature of CCN1200.

The User Interface

Development approach
for HNG-X Acceptance
Criteria

The functionality required to be supported by the HNG-
X User Interface will be derived from the Functional
Requirements generated through the Requirements
Definition Process. No HNG-X Acceptance Criteria or
HNG-X Acceptance Methods are required to additionally
and specifically accept these HNG-X Requirements in
terms of their presence within the HNG-X User Interface
as this is a fundamental pre-requisite to testing for
acceptance of the Functional Requirement.

Non-functional HNG-X Requirements for the HNG-X
User Interface will be created in the traditional narrative
style and will include HNG-X Acceptance Criteria and
HNG-X Acceptance Methods. A high level view of the
acceptance events which relate to these HNG-X
Requirements are described in the CCD entitled
“Establishing and Assuring the HNG-X User Interface”
(REQ/GEN/PRD/0001).

Position at the date of
signature of CCN1200

HNG-X Acceptance Criteria not available and not
required.

System Capacity and Performance; Migration and Implementation; Operational and

Support Services; Design
Requirements

and Architecture; Security; Development; and Testing

Development approach
for HNG-X Acceptance
Criteria

HNG-X Acceptance Methods and HNG-X Acceptance
Criteria are being created for all HNG-X Requirements.

The position at the end of the Requirements Stage will
be that updated HNG-X Acceptance Criteria and HNG-X
Acceptance Methods will be provided by Post Office
within DOORS. A version-controlled extract will be
provided by Post Office in the HNG-X Requirements
Catalogue, version 1. Further version-controlled extracts
shall be provided by Post Office following any
amendments to, or re-issuing of, HNG-X Requirements
in accordance with Schedule B6.1.

Position at the date of
signature of CCN1200

HNG-X Acceptance Methods and HNG-X Acceptance
Criteria will be provided by Post Office within the HNG-X
Requirements Catalogue Draft at Contract. These HNG-

X Acceptance Methods and HNG-X Acceptance Criteria

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will not have been agreed between the Parties at the
date of signature of CCN1200 and will be areas for
agreement and detailed work after that date.

24 HNG-X Acceptance Methods

24.1

2.4.3

2.4.4

HNG-X Acceptance Methods are an agreed set of pre-defined techniques by
which HNG-X Requirements can be objectively measured as fulfilled or not,
each against one or more agreed HNG-X Acceptance Criteria. HNG-X
Acceptance Methods are described in more detail at Annex C to this Schedule.

2.4.2 In general, an HNG-X Requirement will be allocated one or more HNG-
X Acceptance Methods. The objectives in allocating HNG-X Acceptance
Method(s) to HNG-X Requirements are to progress toward overall HNG-
X Final Acceptance as efficiently as possible, but subject to also being
able to identify and resolve defects (non-compliances) as early as
possible in the HNG-X Acceptance Process, to reduce overall
development costs and risks.

In summary, the relationships are:

2.4.3.1 each HNG-X Requirement will have one or more HNG-X Acceptance
Methods; and

2.4.3.2 each HNG-X Acceptance Method for an HNG-X Requirement will have
one HNG-X Acceptance Criterion.

The agreed HNG-X Acceptance Method(s) allocated against each HNG-X
Requirement will be documented by Post Office in DOORS and extracted by
Post Office into the HNG-X Requirements Catalogue.

25 HNG-X Acceptance Tracking

25.1

25.2

HNG-X Acceptance Tracking will be achieved through the production of a single
HNG-X Acceptance Tracking report that will be initially derived from the HNG-X
Requirements. During the HNG-X Acceptance Process, the Acceptance status
of the HNG-X Requirements will be recorded in the Test Automation Toolset and
will be incrementally updated with the outcomes of the various activities that
form part of the HNG-X Acceptance Process.

The acceptance status of the HNG-X Requirements will be maintained by Post
Office and shared with Fujitsu Services.

26 HNG-X High Level Test Plans

HNG-X High Level Test Plans (HNG-X HLTPs) identify those functions and conditions
that are mapped against the HNG-X Acceptance Criteria and that are required to

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27

28

29

2.10

support the HNG-X Acceptance Process. HNG-X HLTPs will be produced by Post Office
or Fujitsu Services in accordance with HNG-X Programme Plan and are subject to joint
review.

HNG-X Acceptance Incident

An HNG-X Acceptance Incident is raised when the HNG-X Acceptance Method fails to
prove that an HNG-X Acceptance Criterion has been met. HNG-X Acceptance Incidents
are classified according to Annex A to this Schedule.

HNG-X Minor Concession

Where the evidence fails to prove that an HNG-X Acceptance Criterion has been met,
Fujitsu Services may request Post Office to grant an HNG-X Minor Concession on the
basis that the failure of compliance or the deviation from the stated HNG-X Requirement
presents no adverse impact to Post Office. In all such cases a defect shall be raised and
if Post Office agrees to grant an HNG-X Minor Concession, details of the failure of
compliance or the deviation from the stated HNG-X Requirements shall be recorded by
Post Office and linked to the relevant HNG-X Requirement. Confirmation that all such
details have been recorded by Post Office shall allow the defect to be closed and the
HNG-X Requirements shall be deemed to have been satisfied providing that there are
no additional test(s) associated with the HNG-X Requirement that have either not been
run or failed for a different reason.

Should Post Office refuse to grant an HNG-X Minor Concession, the failure of
compliance or deviation from the stated HNG-X Requirement shall be rectified through a
defect management process agreed by the HNG-X Acceptance Board.

Following the granting of an HNG-X Minor Concession, should Post Office identify any
unexpected consequences that have arisen as a direct result of an HNG-X Minor
Concession then they shall be treated as an incident, and a date for resolution and
rectification measures agreed through the HNG-X Acceptance Board, but will not be
classified as an HNG-X Acceptance incident for acceptance purposes. This shall apply
up until HNG-X Final Acceptance after which no further Incidents arising from any HNG-
X Minor Concessions shall be raised.

The Post Office shall maintain a register of all HNG-X Minor Concessions and shall
periodically share with Fujitsu Services details of all HNG-X Minor Concessions that

have been granted.

HNG-X Acceptance Incident Collection

An HNG-X Acceptance Incident Collection is a facility in PEAK whereby fault reports
deemed to be HNG-X Acceptance Incidents will be grouped for management and
reporting purposes.

HNG-X Acceptance Dispute

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2.11

3.1

3.2

For the purposes of the HNG-X Acceptance Process, an ' HNG-X Acceptance Dispute’
is defined in paragraph 7.1. An HNG-X Acceptance Dispute is not a Dispute in the
broader context of the overall Agreement between Post Office and Fujitsu Services.

HNG-X Acceptance Plan

The HNG-X Acceptance Plan will define which HNG-X Acceptance Criteria will be
assessed during which HNG-X Acceptance Process Stage. This plan will be produced
by the Post Office HNG-X Acceptance Manager and agreed by the Fujitsu Services’
HNG-X Acceptance Manager, such agreement not to be unreasonably withheld.

HNG-X ACCEPTANCE PROCESS

Roles and Responsibilities
3.1.1. HNG-X Acceptance Manager

The primary responsibility for managing the HNG-X Acceptance Process rests
with the HNG-X Acceptance Managers. This may be a specified
individual or, more likely, a role adopted by the respective HNG-X
Programme Managers.

3.1.2 I HNG-X Acceptance Board

An HNG-X Acceptance Board will be nominated and the primary function of this
board shall be to assess and agree the acceptance status of the HNG-X
Acceptance Criteria associated with the relevant HNG-X Acceptance
Gateway. The Fujitsu and Post Office HNG-X Acceptance Managers
shall prepare material for assessment by the HNG-X Acceptance Board
from which the HNG-X Acceptance Board shall provide a
recommendation to the ‘Joint Release Authorisation Board’ concerning
progression through the relevant HNG-X Acceptance Gateway.

The HNG-X Acceptance Board shall be constituted, deal with matters and meet
at intervals as set out in Schedule A2.

3.1.3 HNG-X Acceptance Dispute Board

An HNG-X Acceptance Dispute Board will be nominated and the primary
function of this board shall be to settle any HNG-X Acceptance Disputes that
cannot be resolved by the HNG-X Acceptance Managers. The HNG-X
Acceptance Dispute Board shall be constituted, deal with the matters and meet
at the intervals as set out in Schedule A2.

Changes to the Agreement

3.2.1 After the end of the HNG-X Requirements Baselining Process and prior to HNG-
X Final Acceptance, where either Party requests a change to any provision of
this Agreement relating to HNG-X Requirements or the HNG-X solution, the
Change Control Procedure will be followed and both Fujitsu Services and Post

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3.2.2

3.2.3

Office will review the HNG-X Acceptance Criteria to determine whether any
changes are required. Such changes may include:

3.2.1.1 deletion of HNG-X Acceptance Criteria that were derived from deleted
provisions;

3.2.1.2 addition of new HNG-X Acceptance Criteria relating to new or extended
provisions; and/or

3.2.1.3 modification of HNG-X Acceptance Criteria relating to changed
provisions.

If changes are made to tests that are already in progress or have been
completed then, unless both Parties agree otherwise, or the results of those
changed tests can be derived from the results of tests already carried out, those
tests shall be repeated.

Within 60 days of Final Acceptance, Fujitsu Services shall present to Post Office
a CCN to incorporate all Minor Concessions continuing to have an impact after
Final Acceptance into the relevant requirements. This shall allow a clear
requirements baseline for the HNG-X Release.

4 PROGRESSING THROUGH THE HNG-X ACCEPTANCE PROCESS

44 Paragraph 2.2.4 identifies the three key stages during which the HNG-X Acceptance
Process takes place, namely Test and Validation, Live Pilot and Live Monitoring.
Progression from one stage to the next is controlled by an HNG-X Acceptance Gateway
that has to be passed through.

42 HNG-X Acceptance Gateways have parameters associated with them that are
configured to meet the specific arrangements agreed between Post Office and Fujitsu
Services. The parameters are:

4.2.1

4.2.2

4.2.3

4.2.4

as detailed in paragraph 4.6;
the number and status of HNG-X High Severity Acceptance Incidents;
the number and status of HNG-X Medium Severity Acceptance Incidents; and

the number and status of HNG-X Low Severity Acceptance Incidents.

43 The three key HNG-X Acceptance Gateways controlling progression through the HNG-X
Acceptance Process Stages are HNG-X Acceptance Gateways 3, 4 and 6 respectively
as described in paragraph 4.5.

44 [NOT USED]

45 Achieving HNG-X Stage Progression and Progression through an HNG-X Acceptance

Gateway

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4.5.1 From Test and Validation to Live Pilot (HNG-X Acceptance Gateway 3)

4.5.1.1 Progression through HNG-X Acceptance Gateway 3 shall occur once all
of the following have been satisfied:

(a)

(c)

subject to paragraph 4.6, all the HNG-X Acceptance Criteria
allocated in the HNG-X Acceptance Plan to Test and Validation
have been achieved;

activities leading to HNG-X Acceptance Gateway 1 (named
“Readiness for Router Roll—-Out (Z1)” and HNG-X Acceptance
Gateway 2 (named “Readiness for Data Centre Migration”) must
be completed and these two HNG-X Acceptance Gateways
passed through in accordance with paragraph 4.5.4.2 as pre-
requisites to achieve HNG-X Acceptance Gateway 3. Failure to
progress through HNG-X Acceptance Gateway 1 and HNG-X
Acceptance Gateway 2 will not prohibit any other programme
activities from continuing prior to HNG-X Acceptance Gateway
3;

there are no outstanding HNG-X High Severity Acceptance
Incidents;

the number of outstanding HNG-X Medium Severity Acceptance
Incidents is five or fewer and an agreed workaround exists for
each of them; and

there is an agreed workaround for all outstanding HNG-X Low
Severity Acceptance Incidents except for those which the
Parties agree do not require a workaround.

4.5.1.2 Notwithstanding progression through HNG-X Acceptance Gateway 3 in
accordance with paragraph 4.5.1.1, Live Pilot shall not commence until
confirmation that it may do so is given in writing to Fujitsu Services by
the Post Office Release Authorisation Board.

4.5.2 Achieving HNG-X Initial Acceptance - From Live Pilot to Live Monitoring (HNG-X
Acceptance Gateway 4)

4.5.2.1 Achievement of HNG-X Initial Acceptance shall occur on progression
from Live Pilot to Live Monitoring once all of the following have been
satisfied:

(a)

(b)

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subject to paragraph 4.6, all HNG-X Acceptance Criteria
allocated in the HNG-X Acceptance Plan to Live Pilot have been
achieved;

there are no outstanding HNG-X High Severity Acceptance
Incidents;

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(c)

(e)

the number of outstanding HNG-X Medium Severity Acceptance
Incidents is five or fewer;

each HNG-X Medium Severity Acceptance Incident has an
agreed workaround and, subject to paragraph 6.4.2, an agreed
HNG-X Rectification Plan; and

each HNG-X Low Severity Acceptance Incident has, subject to
paragraph 6.4.4, a target timescale for rectification and has an
agreed workaround except those for which the Parties agree
that such a workaround is not required.

4.5.2.2 Notwithstanding achievement of HNG-X Initial Acceptance in
accordance with paragraph 4.5.2.1, Live Monitoring shall not commence
until confirmation that it may do so is given in writing to Fujitsu Services
by the Post Office Release Authorisation Board.

4.5.3 Achieving HNG-X Final Acceptance (HNG-X Acceptance Gateway 6)

4.5.3.1 HNG-X Final Acceptance shall occur once all of the following have been
satisfied:

(a)

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the earliest planned date as specified in the HNG-X Programme
Plan for completion of Live Monitoring has occurred;

subject to paragraph 4.6, all HNG-X Acceptance Criteria
allocated to Live Monitoring as set out in the HNG-X Acceptance
Plan have been achieved;

there are no outstanding HNG-X High Severity Acceptance
Incidents;

the number of outstanding HNG-X Medium Severity Acceptance
Incidents arising from HNG-X Acceptance Criteria scheduled to
be achieved during Live Monitoring is two or fewer. For the
avoidance of doubt, this means that the total number of HNG-X
Medium Severity Acceptance Incidents at this HNG-X
Acceptance Gateway (including those outstanding from previous
HNG-X Acceptance Gateways) could be seven. However, this
total of seven would be reduced if any of the original HNG-X
Medium Severity Acceptance Incidents have been closed in
accordance with their agreed HNG-X Rectification Plans;

each HNG-X Medium Severity Acceptance Incident has an
agreed workaround and, subject to paragraph 6.4.2, an agreed
HNG-X Rectification Plan; and

each HNG-X Low Severity Acceptance Incident has, subject to
paragraph 6.4.4, a target timescale for rectification and has an

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agreed workaround except those for which the Parties agree
such a workaround is not required.
4.5.4 Progressing through HNG-X Acceptance Gateways 1 and 2

4.5.4.1 Not Used.

4.5.4.2 Progression through HNG-X Acceptance Gateways 1 and 2 occur once
all of the following have been satisfied for the HNG-X Acceptance
Criteria allocated to achieving progression through the respective HNG-
X Acceptance Gateway:

(a) subject to paragraph 4.6, all such HNG-X Acceptance Criteria have
been achieved;

(b) there are no outstanding HNG-X High Severity Acceptance Incidents;

(c) the number of outstanding HNG-X Medium Severity Acceptance
Incidents, together with any related HNG-X Rectification Plans or
agreed workarounds, are agreed between the Parties as being
acceptable to progress through the HNG-X Acceptance Gateway; and

(d) the number of outstanding HNG-X Low Severity Acceptance Incidents,
together with any related HNG-X Rectification Plans or agreed
workarounds, are agreed between the Parties as being acceptable to
progress through the HNG-X Acceptance Gateway.

46 Progressing to the Next Stage or through HNG-X Acceptance Gateways 1 and 2

4.6.1

4.6.2

4.6.3

If the Parties do not agree whether HNG-X Final Acceptance, HNG-X Stage
Progression or progression through HNG-X Acceptance Gateways 1 and 2 has
occurred, the matter will be resolved through the procedure described in
paragraph 7 for resolving HNG-X Acceptance Disputes.

If, following investigation by Fujitsu Services, an HNG-X Acceptance Incident is
found to have been caused solely by a fault or deficiency in anything other than
those elements of HNG-X provided by Fujitsu Services, it shall not count
towards the thresholds identified in paragraph 4.5.

HNG-X Acceptance Incidents that are agreed to result from the same failure or
deficiency, or to affect the same operational process or business function, may
be aggregated into a single HNG-X Acceptance Incident for the purposes of the
thresholds identified in paragraph 4.5.

The aggregation of two or more HNG-X Acceptance Incidents into a single
HNG-X Acceptance Incident shall be proposed by the Fujitsu HNG-X
Acceptance Manager and agreed by the Post Office HNG-X Acceptance
Manager, such agreement not to be unreasonably withheld.

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4.6.4

4.6.5

4.6.6

4.6.7

4.6.8

If, other than as a result of a Default of Fujitsu Services, it is impossible for a
test to be carried out when scheduled in the HNG-X Acceptance Plan then that
test becomes known as a "Deferred Test". Deferred Tests will be carried out as
soon as reasonably practicable or at such later time as the Parties may agree
(which shall be no later than six months after HNG-X Final Acceptance)
provided that performance on that agreed date does not, other than as a result
of a Default of Fujitsu Services, become impossible (in which event the Deferred
Test shall be carried out as soon as reasonably practicable).

The non-occurrence of a Deferred Test at the time originally scheduled in the
HNG-X Acceptance Plan will not prevent HNG-X Stage Progression, HNG-X
Final Acceptance or progression through HNG-X Acceptance Gateways 1 and 2
each of which will be assessed on the basis of:

4.6.5.1 those tests scheduled to take place for that HNG-X Stage Progression,
HNG-X Final Acceptance or progression through HNG-X Acceptance
Gateways 1 and 2, as the case may be, which are not Deferred Tests;
and

4.6.5.2 those Deferred Tests which were originally scheduled to take place as
part of a previous HNG-X Stage Progression, HNG-X Final Acceptance
or progression through HNG-X Acceptance Gateways 1 and 2 and
which have been rescheduled in accordance with paragraph 4.6.4 to
take place for that HNG-X Stage Progression, HNG-X Final Acceptance
or progression through HNG-X Acceptance Gateways 1, 2 or 5.

If, when a Deferred Test is carried out after HNG-X Final Acceptance, it is not
successfully completed, that failure shall not of itself constitute a Default under
the Agreement or entitle Post Office to raise an HNG-X Acceptance Incident.

Where a test that was originally scheduled to be carried out by Fujitsu Services
in the Solution Test Stage becomes a Deferred Test in accordance with
paragraph 4.6.4, the failure of Fujitsu Services to carry out that Deferred Test in
accordance with paragraph 4.6.4 shall constitute a Default under the
Agreement.

Other than as set out in paragraph 4.6.6, nothing in paragraph 4.6 shall reduce
or alter any obligations of Fujitsu Services under this Agreement.

5. HANDLING HNG-X ACCEPTANCE TESTING EVIDENCE

51 Evidence (including, without limitation, test results, test observations, data or other
information) provided by Fujitsu Services for review in relation to fulfilment of HNG-X
Acceptance Criteria ("HNG-X Acceptance Testing Evidence") shall by default be
available to all Post Office employees and contractors unless such evidence is:

5.1.1

Confidential Information, in which case disclosure shall be governed by the
provisions of Clause 61 of the Agreement; or

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5.2

5.3

5.4

5.5

5.6

6.1

5.1.2 considered to be or categorised as sensitive in accordance with paragraphs 5.2
or 5.3 of this Schedule, in which case disclosure will be governed by those
provisions (as applicable).

HNG-X Acceptance Testing Evidence that can reasonably be considered to be
particularly sensitive because access to such information could compromise the security
of the HNG-X or other Post Office Services will be restricted to named employees or
contractors of Post Office who will be nominated by Post Office to review it on Post
Office's behalf. Access to the information will be in accordance with such reasonable
conditions as may be imposed by Fujitsu Services.

Subject to paragraph 5.4, HNG-X Acceptance Testing Evidence categorised by Fujitsu
Services (acting reasonably) as particularly commercially sensitive to Fujitsu Services
will only be disclosed to named employees or contractors of Post Office (such named
individuals to be approved by Fujitsu Services). Post Office will place such named
employees and contractors under a duty to keep confidential and not disclose Fujitsu
Services’ commercially sensitive information to any other person or Party without Fujitsu
Services’ prior written consent (which consent shall not be unreasonably withheld or
delayed).

Fujitsu Services will not be entitled to categorise any HNG-X Acceptance Testing
Evidence as commercially sensitive where that evidence solely reflects a visible
manifestation or result of the operation of the HNG-X System, as opposed to how the
HNG-X System achieves that manifestation or result.

Sensitive information disclosed as HNG-X Acceptance Testing Evidence pursuant to
paragraphs 5.3 or 5.4 may also be disclosed by Post Office or Fujitsu Services to the
HNG-X Acceptance Board if such disclosure is necessary for the resolution of an HNG-
X Acceptance Dispute.

At Post Office's request Fujitsu Services will supply supporting evidence for the
completion of a test that can reasonably be regarded as necessary for Post Office to
validate whether the HNG-X Acceptance Criteria for that test have been met.

MANAGING HNG-X ACCEPTANCE INCIDENTS

Raising HNG-X Acceptance Incidents

6.1.1. An HNG-X Acceptance Incident will be raised by Fujitsu Services when the
HNG-X Acceptance Method used fails to prove that the HNG-X Acceptance
Criterion has been met. In addition, Fujitsu Services will report to Post Office
any material undesirable occurrences, which are not HNG-X Acceptance
Incidents, observed by it whilst conducting tests.

6.1.2 Post Office may raise an HNG-X Acceptance Incident whenever Post Office
becomes aware of evidence that (a) any of the occurrences referred to in
paragraph 6.1.1 have arisen (b) the HNG-X Acceptance Criteria are not being
met or (c) the introduction of changes arising from Project HNG-X and/or the
Associated Change Activities that are subject to the HNG-X Acceptance
Process has resulted or might reasonably be expected to result in the existing

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6.1.3

Horizon Applications or the Horizon Service Infrastructure no longer functioning
or being performed (as the case may be) in accordance with the provisions of
the Agreement.

Where the HNG-X Requirements Catalogue or Annex 2 of Schedule B6.1
expressly states that the application will not permit specified functions or
activities or cause certain specified behaviour, and those functions, activities or
behaviour are observed to occur during testing of the application, then the
observing Party will (in the case of Fujitsu Services) or may (in the case of Post
Office) raise an HNG-X Acceptance Incident.

Following resolution of an HNG-X Acceptance Incident raised in accordance
with paragraph 6.1.1, 6.1.2 or 6.1.3, a further HNG-X Acceptance Incident can
be raised in accordance with paragraph 6.1.1 if the applicable functions,
activities or behaviour are observed to occur again.

Each Party will raise an HNG-X Acceptance Incident as soon as reasonably
practicable after becoming aware of such incident. However, HNG-X
Acceptance Incidents may not be raised in respect of any HNG-X Acceptance
Criteria before commencement of the testing or assessment of those HNG-X
Acceptance Criteria in accordance with the HNG-X Acceptance Plan. Once
HNG-X Final Acceptance has occurred no new HNG-X Acceptance Incidents
may be raised. For the purposes of this paragraph a "new HNG-X Acceptance
Incident" means an HNG-X Acceptance Incident that occurs after the HNG-X
Final Acceptance Date or which occurs on or before that date, but is not
reported to Fujitsu Services before the HNG-X Final Acceptance Date. Once
HNG-X Initial Acceptance has occurred no additional HNG-X Acceptance
Incidents will be classified as HNG-X Acceptance Incidents in respect of HNG-X.
Initial Acceptance.

An HNG-X Acceptance Incident manifests itself as one or more defects
originating from either the Test Automation Toolset or PEAK. Such defects will
be allocated to HNG-X Acceptance Incidents following review and agreement by
the HNG-X Acceptance Managers from both Parties.

A PEAK fault report that is allocated to the HNG-X Acceptance Incident
Collection can only be closed with the agreement of both HNG-X Acceptance
Managers.

If a dispute arises whereby the HNG-X Acceptance Managers cannot agree as
to the status of a defect associated with an HNG-X Acceptance Incident, the
matter will be escalated according to the procedure described in paragraph 7 for
resolving HNG-X Acceptance Disputes...

62 Analysing and Classifying HNG-X Acceptance Incidents

6.2.1

HNG-X Acceptance Incidents will be jointly analysed by Fujitsu Services and
Post Office and a written report produced which will record:

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6.2.2

6.2.3

6.2.4

6.2.1.1 initially, the agreed (such agreement not to be unreasonably withheld by
either Party) severity classification of the HNG-X Acceptance Incident as
identified in Annex A to this Schedule; and subsequently

6.2.1.2 related rectification activities (if applicable); and
6.2.1.3 re-testing dates/periods (if applicable).

This information will be included in the test report issued at the time of
completing the HNG-X Acceptance Process Stage during which the HNG-X
Acceptance Incident was raised.

For the purpose of paragraph 6.2.1, an HNG-X Acceptance Incident will be
regarded as having been caused by the introduction of changes arising from
Project HNG-X and/or the Associated Change Activities that are subject to the
HNG-X Acceptance Process:

6.2.2.1 if that incident is identified during any of the HNG-X Acceptance Process
Stages; and

6.2.2.2 where the behaviour of Horizon giving rise to that incident (i) has not
been previously observed, or (ii) had been previously observed in
relation to the Horizon Service Infrastructure or the Horizon Application
but such behaviour had been resolved prior to commencement of
testing of HNG-X,

unless following investigation by Fujitsu Services, that incident is found to be
unrelated to the introduction of changes arising from Project HNG-X
and/or the Associated Change Activities that are subject to the HNG-X
Acceptance Process and Fujitsu Services has provided Post Office with
reasonable evidence to demonstrate this.

Where an HNG-X Acceptance Incident can be attributed to faults in HNG-X, the
severity of that incident (for the purposes of HNG-X Final Acceptance and HNG-
X Initial Acceptance) shall be classified with reference to the fault in HNG-X
alone.

Either Party may request that the severity of an HNG-X Acceptance Incident be
re-classified in recognition of new evidence or if it is reasonably believed that
the impact of the HNG-X Acceptance Incident should be re-assessed.
Agreement to such requested re-classification shall not be unreasonably
withheld by either Party.

6.3 Repeat Acceptance Activities

6.3.1

Any failed test may, prior to the end of the agreed Live Monitoring be repeated
as many times as necessary in order for HNG-X Final Acceptance to be
achieved. Dates for such repeat tests will be agreed by the joint test teams
having regard to the overall HNG-X Programme Plan. Post Office will be
responsible for making personnel available to observe repeat testing if required.

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6.3.2

Repeat tests will be proposed only when it is reasonably believed a different (i.e.
improved) outcome would result.

In the case of repeated HNG-X Document Reviews, HNG-X Design
Walkthroughs or HNG-X Monitoring, Post Office will be entitled to the same
elapsed time for the repeated activity as was scheduled for the original failed
activity. Repeat HNG-X Document Reviews or HNG-X Design Walkthroughs will
be proposed only when it is reasonably believed a different (i.e. improved)
outcome would result.

6.4 HNG-X Rectification Plan

6.4.1

6.4.3

6.4.4

For each HNG-X Medium Severity Acceptance Incident outstanding on the
HNG-X Initial Acceptance Date or on the HNG-X Final Acceptance Date, Fujitsu
Services will have prepared a written HNG-X Rectification Plan that includes:

6.4.1.1 a statement of the operational impact and any necessary temporary
procedures to be adopted by Users;

6.4.1.2 a description of how rectification is to be achieved; and
6.4.1.3 a timetable for rectification.

Post Office shall not unreasonably withhold its agreement to any such HNG-X
Rectification Plan and neither Party shall unreasonably withhold its agreement
to any workaround referred to in this Schedule.

It is acknowledged by the Parties that exceptionally they may agree that such a
HNG-X Rectification Plan is not required for each outstanding HNG-X Medium
Severity Acceptance Incident.

For each HNG-X Low Severity Acceptance Incident outstanding on the HNG-X
Initial Acceptance Date or on the HNG-X Final Acceptance Date, Fujitsu
Services will identify a target timescale for rectification.

It is acknowledged by the Parties that they may agree that such a target
timescale for rectification is not required for each outstanding HNG-X Low
Severity Acceptance Incident.

7. HNG-X ACCEPTANCE DISPUTE PROCESS

7.1 General

If Post Office and Fujitsu Services do not agree on any matters relating to this Schedule
including:

7.1.1 the form or content of the HNG-X tests as defined in the HNG-X HLTPs
or in the Test Automation Toolset;

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7.1.2 changes to HNG-X Acceptance Criteria, HNG-X tests, or the HNG-X
Acceptance Plan arising from changes to the provisions of the HNG-X
Requirements Catalogue;

7.1.3. whether any tests, HNG-X Document Reviews, HNG-X Design
Walkthroughs or HNG-X Monitoring should be repeated pursuant to
paragraph 6.3 as a consequence of changes to the HNG-X tests;

7.1.4 results of HNG-X tests;

7.1.5 whether an event or occurrence is an HNG-X Acceptance Incident;

7.1.6 the aggregation into HNG-X Acceptance Incidents;

7.1.7 classification of severity of HNG-X Acceptance Incidents;

7.1.8 whether progression through an HNG-X Acceptance Gateway or from
one HNG-X Acceptance Process Stage to another has occurred or
should proceed;

7.1.9 whether an HNG-X Acceptance Incident has been caused by a
deficiency or fault in a component of the HNG-X System (for which
Fujitsu Services is responsible) or a deficiency or fault in other services,
systems or data (including, without limitation, Reference Data) of Post
Office or a third party (for which Post Office is responsible); or

7.1.10 adequacy of HNG-X Rectification Plans,

the Parties will refer such dispute (an "HNG-X Acceptance Dispute") to the
HNG-X Acceptance Dispute Board for resolution.

7.2 HNG-X Acceptance Dispute Resolution

7.2.41

7.2.2

7.2.3

The HNG-X Acceptance Dispute Board is required to use all reasonable
endeavours to reach an agreed resolution on any HNG-X Acceptance Dispute
that is referred to it.

If the HNG-X Acceptance Dispute is resolved by the HNG-X Acceptance Dispute
Board, the decision of the HNG-X Acceptance Dispute Board will be final and
binding on the Parties.

In the event that an HNG-X Acceptance Dispute cannot be resolved by the
HNG-X Acceptance Dispute Board it will be escalated for Executive Review and
dealt with in accordance with the Dispute Resolution Procedure.

8. ASSOCIATED DOCUMENTS

8.1 The following CCDs are associated with this Schedule B6.3:

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Document Reference

Document Title

4 REQ/CUS/BRS/0001 Postal Services Business
and Operational Context
2 REQ/GEN/PRD/0001 Establishing and Assuring

the HNG-X User Interface

8.2 There are no CRDs associated with this Schedule B6.3.

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ANNEX A : HNG-X ACCEPTANCE INCIDENT SEVERITY MATRIX

The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that would render a key element of one or more of the
Business Capabilities and Support Facilities or a key element of the
Infrastructure unfit for operational use, which could include:

a) not allowing Post Office to undertake one or more Transaction
types;
b) not allowing Post Office to undertake one or more Transaction types

using the required business inputs or generating the required
business outcome;

c) creating system performance issues which are in, or are likely to
cause a, breach of Service Level Targets.

Medium

The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that would not prevent operation of one or more of the
Business Capabilities and Support Facilities or elements of the
Infrastructure, but would cause problems in the operational use of one or
more Transaction types.

Low

The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that does not cause any adverse operational impact in the
use of the Business Capabilities and Support Facilities or an element of
the Infrastructure, or the HNG-X Acceptance Incident can be addressed
by a Fujitsu Services workaround without any adverse operational
impact for Post Office.

Non
Incident

An incident raised by either Party which, following investigation is found:
> not to be a defect;

>» not to have resulted from the introduction of changes arising from
Project HNG-X and/or the Associated Change Activities that are
subject to the HNG-X Acceptance Process; or

> not to fall within the high, medium or low categories set out in this
column.

ANNEX B : HNG-X ACCEPTANCE BOARD

Refer to Schedule A2, Annex 1.

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Type

HNG-X
Document
Review

ANNEX C : HNG-X ACCEPTANCE METHODS

Descri

HNG-X Acceptance Criteria that cannot be objectively verified by a test of
HNG-X may be satisfied by Post Office undertaking a HNG-X Document
Review. The outcome of any such review will be documented by Post Office
in the HNG-X Acceptance Tracking Document. Fujitsu Services will supply a
list of documents (and any specific references within such documents) for
Post Office review, which may satisfy the agreed HNG-X Acceptance
Criteria.

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HNG-X
Design
Walkthrough

HNG-X Acceptance Criteria may be satisfied by Post Office participating in
an HNG-X Design Walkthrough led by Fujitsu Services of the Fujitsu
Services’ design. The outcome of any such HNG-X Design Walkthrough will
be documented by Post Office in the HNG-X Acceptance Tracking
Document.

HNG-X
Solution Test

Tests that are owned and managed by Fujitsu Services with significant
collaborative support from Post Office, for the purpose of verifying that the
Fujitsu Services’ solution for the HNG-X System satisfies the relevant HNG-X
Acceptance Criteria. The collaborative team will produce a joint test report
presenting the results of the tests.

HNG-X
Release
Validation

Tests that are run and managed by Post Office with significant collaborative
support from Fujitsu Services, for the purpose of verifying that the HNG-X
Release satisfies the relevant HNG-X Acceptance Criteria. The combined
team will produce a joint test report presenting the results of the tests and
provide evidence on any areas of non conformance.

HNG-X
Monitoring

Post Office shall specify any need beyond the level of support that Fujitsu
Services are required to provide under normal operational practice (such as
a report etc). Duration, nature and characteristics to be agreed in advance
between Post Office and Fujitsu Services and will take place during Live Pilot
or exceptionally during Live Monitoring. The total duration of HNG-X
Monitoring and the obligations on Fujitsu Services to produce data/reports to
support Post Office monitoring to be agreed between Post Office and Fujitsu
Services (each acting reasonably and in good faith) for a particular HNG-X
Requirement.

HNG-X
Statement of
Fact

Where the solution to an HNG-X Acceptance Criterion is self-evident and
does not lend itself to formal proving.

HNG-X Relates to HNG-X Acceptance Criterion that represents an ongoing
Statement of I contractual obligation for HNG-X.

Obligation

Other Used by exception, to be agreed between the Parties.

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SCHEDULE C1

SERVICE LEVEL PRINCIPLES AND REMEDIES

Version History

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1.0 31/08/06
1200

1.1 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to v8.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all Schedules to v8.1 in accordance with
CCN1349

10.0 10/09/15 CCD reference update and moving all Schedules
to v10.0 in accordance with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN 1610 and moving
all schedules to V12.0

13.0 Updating as per CCN1617a and moving all
Schedules to v13.0

14.0 20/12/2021 Applying changes as per CCN1672a, CCN1623b
and moving all Schedules to v14.0

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21

2.2

23

SCHEDULE C1

SERVICE LEVEL PRINCIPLES AND REMEDIES

INTRODUCTION
This Schedule sets out the Service Level principles and remedies that apply.
This Schedule defines up to three thresholds in respect of each Service Level as follows:

1.2.1 the level of Service (“Service Level Target” or “SLT”) required from Fujitsu
Services by Post Office;

1.2.2 the level of Service which, if not achieved by Fujitsu Services, shall give rise to
payment of liquidated damages by Fujitsu Services (the “Liquidated Damage
Threshold” or “LDT”). Payment of liquidated damages notwithstanding, a failure
of any LDT shall not (on its own) constitute a Default; and

1.2.3 the level of Service below the SLT and (if applicable) the LDT which if not
achieved by Fujitsu Services shall give rise to payment by Fujitsu Services of
Post Office's Additional Costs or liquidated damages as described (where
relevant) in this Schedule and each relevant Service Description (the “Additional
Remedy Level’ or “ARL").

For the avoidance of doubt, the Parties agree that not all SLT failures shall give rise to
payment of liquidated damages. The SLT failures that do not give rise to payment of
liquidated damages are set out in each relevant Service Description.

GENERAL PRINCIPLES

The purpose of remedies (liquidated damages or any other additional remedy specified
in a Service Description) is that Post Office shall not be disadvantaged by failures of
Fujitsu Services to provide the HNG-X Services to the agreed specification and reliability.

For the avoidance of doubt, liquidated damages shall be based upon the applicable fixed
amounts or rates stated in the relevant Service Descriptions.

The performance of the HNG-X Services (other than the BCSF Service) against the SLT,
LDT and ARL applicable in respect of each Service Level shall be measured and reported
and success or failure against each shall be judged over Service Level Measurement
Periods defined for each HNG-X Service (other than the BCSF Service). Additionally, all
levels of service shall be monitored on a weekly and monthly basis and any failure to
meet a Service Level assessed over that month shall be reported to Post Office by means
of the Service Review Book produced on a monthly basis detailing all Service Levels and
the actual levels of service achieved during that month.

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24

25

2.6

27

29

28

In respect of any SLT that has a Service Level Measurement Period equivalent to a SLT
Calendar Year or a Service Level Measurement Period that is otherwise defined with
reference to a SLT Calendar Year, in the event that the remainder of the term of the
Agreement after the last SLT Calendar Year of the term of the Agreement in relation to
that SLT (“Final Period”) is less than six (6) months then Fujitsu Services shall:

2.4.1. continue to measure and report performance against that SLT during the Final
Period; and

2.5.2 not be obliged to take any remedial action should that SLT fail to be achieved at
any time during the Final Period.

The values applicable to each SLT are set out in the relevant Service Description.

Subject to any provisions to the contrary in a Service Description in respect of a particular
Service Level, where Service Levels are expressed in terms of performance required by a
particular “Day”:

2.6.1 “Day A” means the day of the specified triggering event (such as the date of a
Transaction);

2.6.2 “Day B” means the day following Day A; and
2.6.3 “Day C” means the day following Day B and so on.

Liquidated Damages

2.7.1. Removed by CCN1623b.
2.7.2 Removed by CCN1623b.

2.7.3 The aggregate limit on Fujitsu Services’ liability referred to in Clause 44.4 shall
apply.

If the Parties agree to suspend any of the Services in accordance with the CCD entitled
"Service Level Target & Liquidated Damages Exclusions" (SVM/SDM/PRO/0006),
Fujitsu Services shall, for the period of such suspension, be released from its
obligation to comply with any Service Levels and/or LDTs to the extent they relate to
the suspended Service(s), save where the suspension is due to Fujitsu Services
Default.

Termination

2.9.1 For the purpose of Clause 47.2 of the Agreement, any breach of a Service Level
Target for the Payment and Banking Service shall only be considered a material
or persistent Default when the Service Points Threshold has been reached. The
“Service Point Threshold” shall be the accumulation of twenty (20) or more
Service Points in any three (3) Reporting Periods over a rolling six (6) month
period.

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3. SERVICE LEVELS
3.1 Subject to paragraph 3.2, the relevant Service Description for the HNG-X Service will

3.2

3.3

41

5.1

5.2

5.3

5.4

define the SLTs, LDTs and ARLs.

Save as provided in paragraph 6.1 of Schedule C1 the provisions of this Schedule C1
shall otherwise not apply to the Superstock Solution.

The Parties shall meet on an annual basis to review the SLTs for Payment and Banking
Service for the preceding twelve (12) month period and may agree to adjust the SLTs in
accordance with the Change Control Procedure in order to improve performance of the
Payment and Banking Service.

SERVICE LEVEL RELIEF — VOLUMETRIC LIMITS

Where appropriate each Service Description sets out the limits for an HNG-X Service (the
“Volumetric Limits”) which if exceeded over a specified period (the “Relevant Period”)
will entitle Fujitsu Services to adjust the measurements of performance in respect of the
Service Levels (SLTs and (if applicable) the LDTs and ARLs) affected by that excess (the
“Affected Service Levels”). Such adjustment, where applicable, shall be made on the
basis set out in the relevant Service Description.

SERVICE LEVEL/OBLIGATION RELIEF - BUSINESS VOLUMES CCD

The CCD entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033)
(the “Business Volumes CCD") defines various limits on numbers of Transactions or
instances of Service as “Contracted Volumes” or “Design Limits” for Point of Sale
Business Capability, In/Out Payment Business Capability, Cash and Stock Management
Business Capability, Message Broadcast Service, Reference Data Management Service,
Banking Business Capability, Payment Management Business Capability and on-line
Transactions.

On each day that any of the Contracted Volumes referred to in the Business Volumes
CCD is exceeded, the measures of Fujitsu Services’ performance for the Service Levels
(SLTs and (if applicable) the LDTs and ARLs) listed in the Business Volumes CCD shall
be disregarded and replaced with an average measurement for that day (based upon
actual performance measurements over the previous three calendar months, or otherwise
as agreed by the Parties (acting reasonably).

If the Contracted Volumes referred to in the Business Volumes CCD are exceeded, Post
Office and Fujitsu Services shall jointly consider the reasons for such excess and whether
it is temporary or is or is likely to be continuing. If such excess is or is likely to be
continuing Fujitsu Services shall be entitled to make a reasonable and proportionate
adjustment to the relevant Contracted Volume and/or the affected Service Levels or
obligations specified in the Business Volumes CCD, such adjustment to be agreed with
Post Office under the Change Control Procedure.

If any of the Design Limits specified in the Business Volumes CCD are exceeded then
the measures of Fujitsu Services' performance for any Service Level or other service

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6.1

6.2

6.3

7A

7.2

7.3

target involving data processing (requiring either automated or manual processing or
both) shall be disregarded to the extent that Fujitsu Services can demonstrate to Post
Office's satisfaction (Post Office acting reasonably) that failure to meet the Service Level
and/or service target, as the case may be, occurred as a result of a Design Limit being
exceeded. Fujitsu Services shall use reasonable endeavours to meet those Service
Levels and/or service targets during the period when the measures of Fujitsu Services’
performance are disregarded.

OTHER SERVICE LEVEL/OBLIGATION RELIEF

The Parties shall agree (such agreement not to be unreasonably withheld) appropriate
relief from Service Levels if any new facilities or products introduced, by agreement, with
less testing than would otherwise be required to safeguard Fujitsu Services' position.

For the periods in which any of the Business Capabilities and/or Support Facilities are
suspended in accordance with paragraph 2.8 of the CCD entitled “Service Management
Service: Service Description” (SVM/SDM/SD/0007), measurements of Fujitsu Services’
performance in respect of all Service Levels detrimentally affected by such suspension
(in respect of those Business Capabilities and/or Support Facilities) shall be disregarded
and Fujitsu Services shall be released from those of its obligations in respect of those
Business Capabilities and/or Support Facilities which it is unable to perform as a result of
such suspension.

If Fujitsu Services fails to achieve any Service Level or service target (as the case may
be) and can demonstrate to Post Office's reasonable satisfaction that such failure
occurred as a result of a fault or problem within the QAS Software, such fault or problem
requiring the Third Line Software Support Service or Application Support Service (Fourth
Line) in order to be resolved, then the measures of Fujitsu Services’ performance in
respect of such Service Level and other service target shall be disregarded for the period
affected by the QAS Software fault or problem.

RECTIFICATION PLAN

In the event that an ARL specified in the relevant Service Description is failed, Fujitsu
Services and Post Office shall agree a method of rectification and timetable for the
resolution of the cause of that failure (a “Rectification Plan”). For the avoidance of doubt,
Fujitsu Services shall remain liable for financial remedies payable in accordance with the
Service Description in respect of that failure.

In the event that the Rectification Plan involves a change to the provision of the Services,
such change shall be agreed under the Change Control Procedure and shall be made at
no charge to Post Office.

Without prejudice to Post Office's rights to remedies provided in this Agreement, during
the period the Rectification Plan is being implemented Fujitsu Services shall maintain
performance of all other Services in accordance with the Service Levels specified in each
relevant Service Description unless otherwise agreed with Post Office as part of the
Rectification Plan.

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74 In the event that the Rectification Plan is not agreed by the Parties (acting reasonably)
within three (3) calendar months of the occurrence of an ARL failure or the Rectification
Plan fails to resolve the cause of the ARL failure to which it relates, such that the ARL
failure occurs again and is persistent, the following provisions shall apply:

74.4

7.4.2

74.3

Post Office shall have the right to conduct, and require Fujitsu Services to co-
operate and assist with (including by Fujitsu Services providing such information
as it would have been required to under paragraph 6.6 of Schedule D6), a tender
process for sub-contracting by Fujitsu Services of the Operational Services in
relation to which the ARL failure has occurred (and where the ARL failure has
occurred in relation to an Operational Service which, together with one or more
other Operational Services, constitutes a Testable Service, such Operational
Services will be tendered together) to an alternative service provider at Fujitsu
Services' cost (the “Service Provider’). If the Parties agree that it would be more
appropriate for Fujitsu Services to conduct, and Post Office to co-operate with,
the tender process, then the Parties shall procure the same.

Without prejudice to the generality of the foregoing, Fujitsu Services shall disclose
to any bona fide potential Service Provider (subject to the same executing an
Agreed Form NDA or any other form of non-disclosure agreement mutually
agreed by Post Office, Fujitsu Services and such bona fide potential Service
Provider) Confidential Information to the extent that such disclosure is reasonably
required to enable any potential Service Provider to prepare a reasonably
detailed tender proposal.

If the outcome of any tender process is that Fujitsu Services were to sub-contract
the Operational Services in question (and where the ARL failure has occurred in
relation to an Operational Service which, together with one or more other
Operational Services, constitutes a Testable Service, such Operational Services
will be tendered together) to a Service Provider identified in the tender process,
the performance in respect of the failed ARL for that Operational Service (and
where the ARL failure has occurred in relation to an Operational Service which,
together with one or more other Operational Services, constitutes a Testable
Service, such Operational Services will be tendered together) would be improved
then Post Office shall have the right to require Fujitsu Services to sub-contract
such Operational Service (and where the ARL failure has occurred in relation to
an Operational Service which, together with one or more other Operational
Services, constitutes a Testable Service, such Operational Services will be
tendered together) to such Service Provider at no higher cost to Post Office than
was previously the case.

8. DISPUTE RESOLUTION

Any dispute arising in connection with the application of this Schedule shall be resolved
in accordance with the Dispute Resolution Procedure.

9. ASSOCIATED DOCUMENTS.

94 The following CCDs are associated with this Schedule C1:

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Document Reference Document Title
4 Not Used
2 PA/PER/033 Horizon Capacity Management and Business
Volumes
3 SVM/SDM/SD/0007 Service Management Service: Service
Description
4 SVM/SDM/PRO/0006 Service Level Target & Liquidated Damages
Exclusions
5
Definitions of Engineering Service Priority and
SVM/SDM/PRO/0004 Local/Remote Locations Process

9.2 There are no CRDs associated with this Schedule C1.

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SCHEDULE C2

SUB-CONTRACTORS

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200
TA 08/05/07 I Applying CCN1209

3.0 09/07/07 Baseline copy of 1.1

4.0 23/02/09 Baseline copy of 3.2

44 12/05/09 Applying changes as per CCN1256

4.2 15/06/09 Applying changes as per CCN1263

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu
6.1 31/03/10 Applying changes as per CCN1276a

6.2 01/04/10 Applying changes as per CCN1270

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu
8.0 21/02/12 Applying changes in CCN 1310b and CCN1294d
9.0 13/01/14 Applying changes as per CCN1349 and CCN1323
10.0 10/09/15 Applying changes as in CCN1401b and as subsequently

amended in this CCN1506 and moving all Schedules to
v10.0 in accordance with CCN1506

11.0 31/03/16 Applying changes as per CCN1423c, CCN1512c and
moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN1621 and moving all
schedules to V12.0

13.0 Updating as per CCN1629, CCN 1632 and moving all
Schedules to v13.0

14.0 20/12/2021 I Updating as per CCN1657d, CCN1623b, CCN1672a and
moving all Schedules to v14.0

14/0a 05/05/2022 I Updating as per CCN1623b part 2 missed in

conforrmance of V14.0

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SCHEDULE C2
SUB-CONTRACTORS
1. Table of Fujitsu Services’ Sub-contractors

Fujitsu Services’ Sub-contractors, together with a description of their areas of
responsibility, are listed in the following table:

BT Pic - ISDN in Central Network Service There is an ongoing
agreement in place

between Fujitsu and
BT.

- Fixed Circuits in Central Network Service

Cisco - for provision of Network Support (Central I Ongoing agreement
Network Service

Fujitsu (FTS) Ltd I - Hardware Support” as part of the Datacentre I Fujitsu Subsidiary
Operations Service operating under an
indefinite Inter
Company Agreement

Fujitsu - Systems Management Centre support Services expire upon

Consulting the earlier of

(India Ltd). - Design, development and testing of I termination or expiry
components of this Agreement.

- Network Design and Support (Central

Network Service)
IBM Financial - Software Support as part of the Systems I Current Term: 31
Services Ltd Management Service March 2019
Ingenico - PIN Pad software support. Main Corporate
(including use by Agreement: valid till
Ingenico of the I- Provision of and support for P2Pe Asset I March 2023
following Tracking Tooling for Registered PIN Pads
affiliates: connected to HNGA Counters.

Ingenico France
SAS (based in
France) carries
out Transaction
processing
activities

Payment and Banking Service support

Ingenico
International

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(Pacific) Pty Ltd
(based in
Australia) carry
out “out of hours”

support activities

Ingenico E-
commerce

Solutions BV
(based in

Belgium) provide
an acquirer hub,
generate
settlement and
process
authorisation
messages

Transaction
Network
Services (UK)
Ltd

- Debit Card Circuits in Central Network Service

6 Month Rolling
contract unless notice
is give 30 days prior
to renewal.

Virgin Media -  Intercampus Links in Central Network Service I Ongoing Agreement
Limited subject to 30day
notice period for
cancellation.
2. Associated Documents
3.1 There are no CCDs associated with this Schedule C2.

3.2 There are no CRDs associated with this Schedule C2.

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Vodafone Provision of telecommunications lines and I IP Connect and ISDN
Limited services including Call Termination:
ongoing Agreement
- IP Connect Services in Branch Network I terminating on up to
Service 18 days’ notice served
- ISDN Call Termination Services in Branch by Post Office as per
Network Service the provisions of
CCN1621.
- Mobile Data Services in Branch Network
Service ISDN Call Termination
Services in Branch
Network Service will
end on 15 January
2018 with no right to
extend further with
Vodafone.
Mobile Data Services
Agreement: Ongoing
Agreement
2. Associated Documents
3.1 There are no CCDs associated with this Schedule C2.

3.2 There are no CRDs associated with this Schedule C2.

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SCHEDULE C3

Licences

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.2

3.0 23/02/09 Baseline copy of 2.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 05/01/10 Applying changes as per CNN1272

6.2 29.01.10 Applying changes as per CCN1273

6.3 01/04/10 Applying changes as per CCN1270

6.4 29/03/10 Applying changes as per CCN1276a

7.0 24/05/10 Baseline copy of 6.1,6.2,6.3 and 6.4

8.0 21/02/12 Applying changes in line with CCN1310b, CCN 1296
and CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN 1602a and moving all
Schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Updating as per CCN1655a, CCN1678 and moving
all Schedules to V14.0

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SCHEDULE C3

LICENCES
1. HNG-X THIRD PARTY SOFTWARE

Table 1 below lists HNG-X Third Party Software licensed to Post Office in accordance with the
applicable provisions of Clause 30 of this Agreement.

Table 1: HNG-X Third Party Software

Interstage Java I HNG-X Third
Virtual Machine I Party Software
I (Fujitsu
I Corporation

I Limited).

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Hypercom PIN Pad
Software

The software used
to support the
operation of PIN
Pads.

HNG-X Third
Party Software
(Hypercom).

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McAfee

Web Gateway

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Gateway Security

HNG-X Third
Party Software

Where the
equipment is
moved outside
the UK, the party
responsible for
initiating the move
shall be liable for
the costs arising
from any resultant
licensing impact

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IBM

IBM WebSphere
Application

Server

Processor

IBM Tivoli
Workload

Scheduler
Processor

IBM InfoSphere

Datastage

Processor

IBM InfoSphere

DataStage for
non- Production
Environments

Processor Value
Unit

IBM InfoSphere

DataStage and
QualityStage

Designer
Concurrent User

IBM InfoSphere
FastTrack 10

Authorised
Users

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Support to
Credence

(POL Ml)
Application

HNG-X Third
Party Software

IBM Licence
terms at:

Ibm.com/software
isla

(Terminated upon
exit of the
Credence/MDM
Service on 31%
March 2016)

CONFIDENTIAL

Table 2 below lists the software which Post Office sub-licenses or grants rights to use to Fujitsu

Services in accordance with Clause 31 of this Agreement. In addition, Post Office grant
rights to Fujitsu Services to use the Post Office Cloud for the term of this Agreement,
solely for the purposes of performing the Services, HNG-X Development, Associated
Change Development, running the HNG-X Application and/or providing the Business
Capabilities and Support Facilities, for those elements of the HNG-X System hosted on
Post Office Cloud, in each case subject to compliance with paragraph 1.2A. The Parties
agree that Fujitsu Services will require access to certain software components to enable
it to deliver the Services, Where such access is subject to compliance with mandatory
third party licensing terms and/or restrictions these shall be identified by Post Office and
addressed through the Change Control Procedure

Fujitsu Services shall comply with the following restrictions with respect to its use and
access to the Post Office Cloud:

(a) Fujitsu Services shall not use the Post Office Cloud in any manner or for any
purpose other than as expressly permitted by this Agreement;

(b) Fujitsu Services shall not attempt to modify, alter, tamper with, repair, or otherwise
create derivative works of the Post Office Cloud;

(c) Fujitsu Services shall not attempt to reverse engineer, disassemble, or decompile
the Post Office Cloud, or apply any other process or procedure to derive the
source code of any software included in the Post Office Cloud;

(d) Fujitsu Services shall not attempt to access or use the Post Office Cloud in any
way to avoid incurring fees or exceeding usage limits or quotas;

(e) Fujitsu Services shall not attempt to resell or sublicense the Post Office Cloud;

(f) Fujitsu Services shall comply with the Post Office Cloud restrictions set out in a
new Annex 1 of Schedule C3; and

(g) Fujitsu Services shall comply with any other Post Office Cloud restrictions or
amendments which are agreed between the Parties using the Change Control
Procedure.

For the purposes of paragraph 2.2 of Schedule A3 (Change Control), it shall be
unreasonable for Fujitsu Services to refuse to amend the terms specified in paragraphs
1.2A(a) to (f) above to reflect changes mandated by the Post Office Cloud Service
Provider, provided that Post Office agrees to any changes to: (i) the Services; and/or (ii)
the Charges arising as a result of the changes mandated by the Post Office Cloud
Service Provider.

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Anew Annex 1 to Schedule C3 will be added titled “Post Office Cloud restrictions”. This Annex
to be populated via the Change Control Procedure

Table 2: Software provided by Post Office

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Table 2A below lists the Third Party Data that Post Office sub-licenses to Fujitsu Services in
accordance with Clause 31 to this Agreement.

Table 2A.

I Royal Mail Purpose: Data used to validate
postcodes and identify/confirm
Name: “PAF” address details.

Application: PAF Calling
Application

Should the Parties agree that the Microsoft NT operating system in use at Counter Positions will
be upgraded to an alternative operating system, then whichever Party acquires the
licences for that upgrade, the appropriate licensing terms will be agreed by the Parties
and the Agreement amended under the Change Control Procedure to reflect these terms.

In the event that:

1.1.1 the licence terms agreed pursuant to paragraph 1.4 involve Post Office or any
other member of the Royal Mail Group (any such member being for the purposes
of this paragraph 1.5 “the relevant Post Office company”) procuring the operating
system third party software listed in table 3 below from the provider of that
software;

1.1.2 the terms of the licence agreement provide, or an arrangement between the
Parties exists, that Fujitsu Services pays to the software provider the charges
payable under the licence agreement; and

1.1.3 the terms of the licence agreement provide that the relevant Post Office company
is ultimately responsible or in any way liable for the charges payable under that
agreement,

then to the extent that Fujitsu Services determines not to pay, or fails to pay, any amounts
in respect of the software provider's charges by the due date for payment (“Unpaid
Amounts’), Fujitsu Services shall:

1.1.3.1 forthwith provide to Post Office in writing a reasonably detailed explanation as to why
such determination was made and/or such amounts were not paid; and

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1.1.3.2 forthwith upon request by Post Office return to Post Office all such amounts as shall
have been paid by Post Office to Fujitsu Services in respect (and to the extent) of the
Unpaid Amounts,

and the Parties shall cooperate and agree (acting reasonably) what further action need
be taken by each of them with respect to procuring the operating system third party
software and the payment or non-payment (as the case may be) of the software
provider's charges.

Table 3: Operating system third party software

To be agreed

2. ESCHER UPGRADE SOFTWARE

Table 4 below lists the Escher Upgrade Software which as from Trigger Point T6 (Counter
Application Rollout Complete) shall no longer constitute Third Party Software. For the
avoidance of doubt, the provisions set out in paragraphs 2.2 to 2.4 of this Schedule C3
shall continue to apply.

Table 4

WebRiposte An enhanced version of Riposte providing
additional services based upon web-enabled
functionality

Asset Manager Acomponent of Riposte providing

mechanisms for managing financial
information and accessing transaction data

Framework A bespoke set of software components
facilitating the development of Horizon
financial transactions

Mails Product Escher Mails product (version 3.3) allows the
introduction of country specific services and
charges and the future implementation of size
based pricing for non-standard letters and
packets, including track and trace facilities.

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Confidentiality

2.1.4

2.1.2

2.1.7

Post Office agrees that any information disclosed to it in connection with the
Escher Upgrade Software which is designated by Fujitsu Services as “Escher
Confidential Information” shall be kept in strictest confidence and not disclosed
to any party except as permitted under this paragraph 2 of Schedule C3 and
paragraph 2 of Schedule B4.1.

Escher Confidential Information shall not comprise Confidential Information for
the purposes of this Agreement and, accordingly, the provisions of Clause 61
shall not apply to Escher Confidential Information.

Post Office shall:

(a) take all reasonable precautions to protect the confidentiality of
Escher Confidential Information;

(b) not duplicate or reproduce Escher Confidential Information
except as necessary for the purposes of this Agreement; and

(c) upon termination of the Existing Licences, immediately return to
Fujitsu Services all documents and other materials which
contain or relate to Escher Confidential Information.

The non-disclosure and confidentiality provisions contained in this paragraph 2
of this Schedule C3 will survive the termination of any or all of its other provisions
but shall expire 20 years after the expiry or termination of this Agreement. Post
Office acknowledges and agrees that Fujitsu Services and any third party are, in
addition to other remedies, entitled to seek an injunction to prevent Post Office
from disclosing Escher Confidential Information in breach of this paragraph 2 of
this Schedule C3 and/or paragraph 2 of Schedule B4.1.

Post Office may with Fujitsu Services' written consent disclose Escher
Confidential Information to third parties. If Fujitsu Services agrees to allow Post
Office to disclose Escher Confidential Information to a third party, prior to making
any such disclosure, Post Office shall first obtain such third party's written
agreement to comply with all non-disclosure and confidentiality terms herein.

Post Office shall keep a record of all disclosures by it of Escher Confidential
Information to third parties including the names of the persons to whom Escher
Confidential Information was disclosed by Post Office and a description of the
Escher Confidential Information disclosed.

Post Office may disclose Escher Confidential Information:

(a) if and to the extent required by law, regulation or by order of a
court of competent jurisdiction provided, however, that Post

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2.1.10

Breach

Office shall in each case notify Fujitsu Services in advance of
such disclosure;

(b) to its professional advisers for the purposes of audit or receiving
professional advice;

(c) to employees and staff of Royal Mail Group pic to the extent that
such disclosure is necessary for such employees or staff to
perform functions relating to the development, operation, receipt
or management of the Existing Services;

(d) where such information was already in the public domain at the
time it was disclosed or otherwise received by the other party;

(e) where such information becomes part of the public domain after
disclosure by means other than breach of the confidentiality
obligations contained in this paragraph 2.2 of this Schedule C3;
or

(f) where such information came into a party's possession lawfully
from a third party that was, itself, lawfully in possession of that
information and entitled to distribute it.

Where Escher Confidential Information is disclosed under paragraphs 2.2.7(b) or
2.2.7(c) of this Schedule C3, Post Office shall procure that the third parties
referred to in those paragraphs shall not disclose that Escher Confidential
Information without the prior written consent of Fujitsu Services.

The Existing Licences and their contents are deemed Escher Confidential
Information and, subject to paragraph 2.2.7 of this Schedule C3, Post Office may
not disclose the Existing Licences to a third party without the express written
consent of Fujitsu Services, except that Post Office may disclose those elements
of the Existing Licences which relate to the use of the Escher Upgrade Software
to the operator replacing Fujitsu Services in the event a direct licence is to be
granted to that replacement operator under paragraph 2.2.3.4 of Schedule B4.1
provided that such operator has, in advance of such disclosure, entered into
substantially equivalent confidentiality provisions with Post Office as are set out
in this paragraph 2 of this Schedule C3.

Escher Upgrade Software related documentation, defect reports, and all other
non-public information related to the Escher Upgrade Software, are and shall be
deemed Escher Confidential Information.

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2.1.11

2.1.12

Termination

2.1.13

2.1.14

If either Party believes the other to be in breach of any obligation imposed by
paragraph 2 of Schedule B4.1 and/or this paragraph 2 of this Schedule C3, the
non-breaching Party shall provide written notice of such breach to the other.

Upon receipt of such notice, if such breach exists, the recipient shall have twenty
(20) days to remedy such breach or provide assurances in a form reasonably
acceptable to the non-breaching Party that the breach will be corrected within
such longer period as the non-breaching Party may specify.

If a breach by Post Office of any obligation imposed by paragraph 2 of Schedule
B4.1 and/or this paragraph 2 of this Schedule C3 has not within the twenty (20)
day period provided under paragraph 2.3.2 of this Schedule C3 been remedied
or assurances, in a form reasonably acceptable to Fujitsu Services, provided to
Fujitsu Services that the breach will be corrected within such longer period as
Fujitsu Services may specify, Fujitsu Services may by notice in writing to Post
Office terminate the rights granted by paragraph 2.2.1 of Schedule B4.1 and
Fujitsu Services shall be relieved of its obligations under paragraph 2.2.3.4 of
Schedule B4.1.

Upon the earlier of (i) termination under paragraph 2.4.1 of this Schedule C3 of
the rights granted to Post Office by paragraph 2.2.1 of Schedule B4.1 or (ii)
Trigger Point T6 (Counter Application Rollout Complete), Post Office shall cease
to use the Escher Upgrade Software and shall, as directed by Fujitsu Services,
either return or destroy all copies of such software.

3. ASSOCIATED DOCUMENTS.

There are no CCDs associated with this Schedule C3.

There are no CRDs associated with this Schedule C3.

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Annex 1

Post Office Cloud Restrictions

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SCHEDULE D1

CHARGES

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.4

3.0 09/07/07 Baseline copy of 2.6

4.0 14/04/08 Baseline copy of v3.4

5.0 23/02/09 Baseline copy of 4.2

5.1 19/05/09 RPI Increase 2009

5.2 12/06/09 Applying changes as per CCN 1253

5.3 15/06/09 Applying changes as per CCN1252a

6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 30/09/09 Amendments as per CCN 1254a

6.2 04/01/10 Amendments as per CCN 1268

6.3 05/01/10 Applying changes as per CCN1272

6.4 29.01.10 Applying changes as per CCN1273

6.5 24/03/10 Applying changes as per CCN1266b

6.6 30/03/10 Applying changes as per CCN1271c, CCN1275 and
CCN 1276a

6.7 01/04/10 Applying changes as per CCN 1270

6.8 23/04/10 Applying RPI for 2010 and including tidy up changes

6.9 05/05/10 Minor tidy up adjustments

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes as per CCN1303, CCN1289a
CCN1291, CCN1296, CCN1292, CCN1293,
CCN1297, CCN1295a, CCN1301d, CCN1304b,
CCN1281d, CCN1306a, CCN1309a, and CCN1294d,

9.0 13/01/14 Applying changes as per CCN1307a, CCN1308b,
CCN1311b, CCN1313c, CCN1316a, CCN1317,
CCN1318a, CCN1321, CCN1322b, CCN1325a,
CCN1327a, CCN1328b, CCN1329a, CCN1332a,
CCN1337a, CCN1340, CCN1341, CCN1342a,
CCN1343a, CCN1348b, CCN1349 and CCN1400

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10.0

10/09/16

Applying changes as per CCN1338, CCN1339a, ,
CCN1402, CCN1403, CCN1404, CCN1405,
CCN1408, CCN1409a, CCN1410, CCN1411,
CCN1414, CCN1415, CCN1418, CCN1419,
CCN1420a and CCN1421a and as subsequently
amended in this CCN1506 and moving all Schedules
to v10.0 in accordance with CCN1506

31/03/16

Applying changes as per CCN1423c, CCN 1424,
CCN1425, CCN 1429, CCN1500a, CCN 1502a,
CCN1505, CCN1508, CCN1512c, CCN1600and
moving all Schedules to v11.0 in accordance with
CCN1604

12.0

03/07/2017

Applying changes as per CCN1509a, CCN1602a,
CCN1603, CCN1606, CCN1607, CCN1609d,
CCN1610, CCN1618a, CCN1619a, CCN1620c,
CCN1621, CCN1622a and moving all schedules to
v12.0

Updating as per CCN1612b, CCN1613a, CCN1616b,
CCN1624, CCN 1627a, CCN1631c, CCN1633a,
CCN1636b, CCN1637b, CCN1638, CCN1640a, CCN1643,
CCN1644a, CCN1650c, CCN1653a and moving all
Schedules to v13.0

14.0

Updating as per CCN1641c, CCN1652c, CCN1655a,
CCN1660a, CCN1661a, CCN1662a, CCN1665b,
CCN1667a, CCN1648b, CCN1649, CCN1675,
CCN1672a, CCN1673, CCN1678, CCN1700 and
moving all Schedules to v14.0

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SCHEDULE D1
CHARGES
GENERAL

All amounts set out in this Schedule are before adjustment for RPI as set out in paragraph
16 and exclusive of VAT.

All annual Charges set out in this Schedule D1, unless otherwise stated, relate to
Financial Years. All monthly Charges relate to calendar months. All Charges shall, unless
stated otherwise, become due for payment on a monthly basis in accordance with the
provisions of Schedule D2.

Where during the term of this Agreement any charge under this Schedule D1 is amended
by approved CCN the Parties shall set out in the table contained in Annex E to this
Schedule D1 the number of the approved CCN, the amount of the variation and the date

on which the revised charge becomes effective.

In consideration for the provision by Fujitsu Services of the relevant Services, Post Office
shall pay to Fujitsu Services the following:

1.4.1. Operational Charges in accordance with paragraph 2 as varied in accordance
with paragraphs 4 and 5;

1.4.2 additional Operational Charges in accordance with paragraph 6;

1.4.3. Call Off Charges in accordance with paragraph 7;

1.4.4 Charges for Service Integration Services in accordance with paragraph 8;

1.4.5 Third Party Management Service Charges in accordance with paragraph 9;
1.4.6 Development Charges in accordance with paragraph 10;

1.4.7 SIP Charges in accordance with paragraph 11;

1.4.8 Transfer Charges in accordance with paragraph 12;

1.4.9 Capacity Addition Costs in accordance with paragraph 13;

1.4.10 PIN Pad Procurement Charges in accordance with paragraph 14;

1.4.11 Charges for Hardware in accordance with paragraph 15;

1.4.12 the Gain Share payments set out in Annex G; and

The Charges have been based on an assumption that the numbers of Branches, Counter
Positions, Old Style Mobile Configurations, New Style Mobile Configurations, CTOs and

New CTO Configurations in each Financial Year will not exceed the numbers
corresponding to that Financial Year as set out in the Table entitled “Branch and Counter

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1.9

Position Limits” in Part 1 of Annex A. Should this assumption not be satisfied, as
evidenced by:

1.5.1. Post Office providing a forecast of numbers of Branches, Counter Positions, Old
Style Mobile Configurations, New Style Mobile Configurations, CTOs or New CTO
Configurations which exceed the limits set out in that Table for that Financial Year;
or

1.5.2 the actual number of Branches, Counter Positions or CTOs exceeding the
applicable limits in any three consecutive months,

the Parties shall agree changes to the Charges or Service Descriptions under the Change
Control Procedure to deal with additional equipment required by Fujitsu Services to
perform its obligations under this Agreement or the lack of availability of such equipment
for spares, maintenance or Operational Business Change purposes.

Services which cause or would cause the limits in the Table in Part 2 of Annex A to be
exceeded or the conditions specified in that Table not to be satisfied shall be subject to
the Change Control Procedure.

In this Schedule D1, unless stated otherwise, any reference to a paragraph or Annex is
to the relevant paragraph of, or annex to, this Schedule D1.

Without prejudice to any Charges which shall have become due to be paid by Post Office
to Fujitsu Services, and subject to paragraphs 9.2 and 9.3, if any Terminable Service is
subject to Partial Termination, the Operational Charges in respect of each Service
comprised within that Terminable Service shall not be payable in respect of the period
after the date of such Partial Termination.

For the purposes of this Schedule D1, from approval by Post Office of a part 2 Exit
Plan for a particular Operational Service, “Counter Positions" shall mean those
Counter Positions that are supported by Fujitsu Services and "Branches" means those
Branches that are supported by Fujitsu Services with respect to that Operational
Service. For the avoidance of doubt, once a particular Operational Service, Counter
Positions or Branches is/are supported by a Next Supplier or any other supplier (and
not Fujitsu Services) it/they shall cease to be “Counter Positions” or “Branches” for
such Operational Service for the purposes of this Schedule D1.

Example

Day 1 - Fujitsu supports the same 100 Counter Positions in respect of both the Engineering
Service and the Service Desk Service.

Day 2 - There is a ramp down of the Engineering Service and 50 Counter Positions become
supported by a Next Supplier while the remaining 50 Counter Positions are still supported by
Fujitsu. There is no change in respect of the Service Desk Service.

From Day 2, the number of Counter Positions for calculating the variable charge for the
Engineering Service would be 50 but it would still be 100 for the Service Desk Service.

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1.10 Revenue Switch Principles

24

22

1.10.1 The provisions of Schedule I set out the principles and processes applicable to
Revenue Switch.”

THE OPERATIONAL CHARGES

In consideration for the provision of each of the Operational Services, Post Office shall
pay to Fujitsu Services in respect of such time as such Operational Service is being
provided an amount per month calculated as follows (subject to adjustment in accordance
with paragraphs 4 and 5 of this Schedule D1):

In respect of each of the following Operational Services:

2.2.1 Central Network Service;

2.2.2 Reference Data Management Service;

2.2.3 Management Information Service;

2.2.4 Reconciliation Service;

2.2.5 Not used;

2.2.6 CMT Service;

2.2.6A Not Used

2.2.6B Not Used

2.2.6B Not Used,

Post Office shall pay to Fujitsu Services in respect of each month the Operational Fixed Charge
for that Operational Service for that month;

2.2.7 Operational Business Change (Branch Change) Service,

In respect of each month until 31 March 2015, Post Office shall pay to Fujitsu Services in
respect of each month other than December in each Financial Year the Operational Fixed
Charge for that Operational Service for that month. In respect of each subsequent month, Post
Office shall pay to Fujitsu Services the Operational Fixed Charge for that Operational Service
for that month.

2.3

Paragraph removed by CCN1616b

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2.3A Paragraph removed by CCN1616b

24 In respect of the Security Management Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:

2.4.1 the Operational Fixed Charge for the Security Management Service in respect of
that month; plus

2.4.2 an amount equal to the Operational Unit Charge for the Security Management
Service in respect of that month multiplied by the number of Branches in operation
at the beginning of that month; plus

2.4.3. an amount equal to the Margin Rate for the Security Management Service in
respect of that month multiplied by the number of Branches in operation at the
beginning of that month; plus

2.4.4 an amount equal to the Operational Unit Charge for the Operational Service
‘Security Management Service’ in respect of that month multiplied by the number
of Post Office Ltd Generic Web Services (GWS) Clients minus three in operation
at the beginning of that month.

25 In respect of the Data Centre Operations Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:

2.5.1 the Operational Fixed Charge for the Data Centre Operations Service in respect
of that month; minus

2.5.2 an amount equal to the Operational Unit Charge for the Data Centre Operations
Service in respect of that month multiplied by the Volume Forecast Reduction;
and the result of paragraph 2.5.1 minus paragraph 2.5.2 then added to:

2.5.3. an amount equal to the Margin Rate for the Data Centre Operations Service in
respect of that month multiplied by a percentage equal to 100 minus the Volume
Forecast Reduction.

26 After any Volume Forecast Reduction shall have been made, each of the Operational Unit
Charge and Margin Rate for the Data Centre Operations Service for each month after that
in which such Volume Forecast Reduction takes effect shall be reduced by multiplying it
by the percentage calculated by subtracting that Volume Forecast Reduction from 100;
the resultant new Operational Unit Charge and Margin Rate shall be restated in this
Schedule under the Change Control Procedure.

27 In respect of the Third Line Software Support Service the Post Office shall pay to Fujitsu

Services in respect of each month the aggregate of the following:

2.7.1 the Operational Fixed Charge for the Third Line Software Support Service in
respect of that month; plus

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27.2

2.7.3

274

an amount equal to the Operational Unit Charge for the Third Line Software
Support Service in respect of that month multiplied by the number of POL Service
Types in operation at the beginning of that month.

an amount equal to the Margin Rate for the Third Line Software Support Service
in respect of that month multiplied by the number of POL Service Types in
operation at the beginning of that month; plus

an amount equal to the Operational Unit Charge for the Operational Service
‘Third Line Software Support Service’ in respect of that month multiplied by the
number of Post Office Ltd Generic Web Services (GWS) Clients minus three in
operation at the beginning of that month

28 In respect of the Service Management Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:

2.8.1

2.8.2

2.8.3

2.8.4

2.8.5

2.8.6

the Operational Fixed Charge for the Service Management Service in respect of
that month; plus

an amount equal to the Operational Unit Charge per Branch for the Service
Management Service in respect of that month multiplied by the number of
Branches in operation at the beginning of that month; plus

an amount equal to the Operational Unit Charge per POL Service Type for the
Service Management Service in respect of that month multiplied by the number
of POL Service Types in operation as at the beginning of that month.”

an amount equal to the Margin Rate per Branch for the Service Management
Service in respect of that month multiplied by the number of Branches in operation
at the beginning of that month; plus

an amount equal to the Margin Rate per POL Service Type for the Service
Management Service in respect of that month multiplied by the number of POL
Service Types in operation at the beginning of that month; plus

an amount equal to the Operational Unit Charge for the Operational Service
‘Service Management Service’ in respect of that month multiplied by the number
of Post Office Ltd Generic Web Services (GWS) Clients minus three in
operation at the beginning of that month.

29 In respect of the Branch Network Service the Post Office shall pay to Fujitsu Services:

2.9.1

2.9.2

Not Used.

the aggregate of:

(a) the Operational Fixed Charge for the Branch Network Service in respect
of that month; and

(b) an amount per month equal to:

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(i) the aggregate of the amounts charged to Fujitsu Services in
respect of that month by the providers of network connections to
Branches; plus
(ii) the margin thereon, calculated by multiplying such amount in
2.9.2(b)(i) by 5 divided by 95.
(c) an amount equal to the Operational Unit Charge multiplied by the
number of Branches using the Branch Network Service on the ‘st of
each calendar month from ‘st April 2017.
2.10 Fujitsu Services shall provide Post Office at the beginning of each Financial Year with an

2.11

estimate of the Operational Charges for the Branch Network Service in that Financial Year
and the remaining Financial Years during the term of this Agreement based for each
Financial Year upon Post Office's then current forecast of numbers of Branches and
Fujitsu Services’ forecast of the mix of technology types for network connections and the
unit prices for each such technology type.

In respect of the Salesforce Support Service the Post Office shall pay to Fujitsu Services
in respect of each month the aggregate of the following:

(a) the Operational Fixed Charge for the Salesforce Support Service in respect of that
month; plus

(b) the Escalated Calls Fixed charge which covers the management of Salesforce
Support Service Escalated Calls which will be reviewed after three months of live
Service; plus

(c) I anamount equal to the Operational Variable Charge for the Salesforce Support
Service in respect of that month for the use of the Fujitsu Cloud Services. This
will be at the prevailing rates published at
http://globalcloud.uk.fujitsu.com/portal/ctrl/UsePrice multiplied by the usage for
that month for the UK based hosting activity. For the Germany based disaster
recovery hosting activity the prevailing rates are published at
https://globalcloud.de.fujitsu.com/portala/ctrl/UsePrice and will be multiplied by
the usage for that month and multiplied by the Bank of England rate at which
Fujitsu translates this Euro value to Sterling (GBP).

The Operational Fixed Charges are based on a maximum of 400 users, and 15 calls per
month. If the total number of users or calls exceeds the maximum number the Parties
shall assess the impact upon fixed charges through the Change Control Procedure.

The variable charges for the service are from the Fujitsu Global Cloud Platform and are
published at http://globalcloud.uk.fujitsu.con/portal/ctrl/UsePrice and
https://globalcloud.de.fujitsu.com/portala/ctri/UsePrice. Fujitsu shall provide these rates
to Post Office in writing each time they are updated. For the avoidance of doubt these
are not subject to annual indexation.

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2.12 In respect of the Application Support Service (Fourth Line) the Post Office shall pay to
Fujitsu Services in respect of each month the aggregate of the following;

(a) the Operational Fixed Charge for that Operational Service in respect of that
month; plus

(b) an amount equal to the Operational Unit Charge for the Operational Service
‘Application Support Service (Fourth Line)’ in respect of that month multiplied by
the number of Post Office Ltd Generic Web Services (GWS) Clients minus three
in operation at the beginning of that month.

2.13 In respect of the Systems Management Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following;

(a) _ the Operational Fixed Charge for that Operational Service in respect of that
month; plus

(b) an amount equal to the Operational Unit Charge for that Operational Service in
respect of that month multiplied by the number of Counter Positions in operation
at the beginning of that month; plus

(c) I anamount equal to the Margin Rate for that Operational Service in respect of
that month multiplied by the number of Counter Positions in operation at the
beginning of that month; plus

(d) an amount equal to the Operational Unit Charge for the Operational Service
‘Systems Management Service’ in respect of that month multiplied by the number
of Post Office Ltd Generic Web Services (GWS) Clients minus three in operation
at the beginning of that month.

Save that in all cases the Unit Charge per Counter Position shall be subject to a “floor”
of 22,000 Counter Positions

2.14 With effect from 1st April 2017:

2.14.1 for the duration of the Term, the Operational Charges shall be reduced by the
monthly credit referred to in Annex B as ‘Trinity 1 Credit’ and;

2.14.2. for the period to 315 March 2023, subject to the provisions of paragraph 17, the
Operational Charges shall be reduced by the “Invest to Save Credit"

2.15 “HNG-X Test Infrastructure Charges”

In respect of the Financial Years ending 318! March 2018, 318 March 2019, 318 March 2020,
315' March 2021 and the period from 1% April 2021 to 31st December 2021, the HNG-X Test
Infrastructure Charges are as set out in Annex B.

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2.16 HNG-A Gaps Counter Position, SYSMAN3 and Residual Release 17
Component Infrastructure Charges.

2.16.1 In respect of the Financial Years ending 31st March 2020 31st March 2021 and 31%
March 2022, the HNG-A Gaps, SYSMAN3 and Residual Release 17 Component Charges are
as set out in Annex B

2.16.2 Not Used

2.16.3 Not Used

2.16.4 Post Office may terminate for convenience the provision of the HNG-A Gaps Counter
Position, SYSMAN3 and Residual Release 17 Component Infrastructure Services for any
reason by giving Fujitsu Services not less than 45 calendar days’ notice in writing provided such
notice is given in accordance with Clause 57.2 and that such termination shall take effect no
earlier than 1st April 2021. Fujitsu Services agrees to waive any Termination Charge or Partial
Termination Charge relating to the termination of the HNG-A Gaps Counter Position, SYSMAN3
and Residual Release 17 Component Infrastructure Services which would otherwise be payable
in the Financial Year ending 31st March 2022 where this termination right has been exercised
by Post Office. In the event of any conflict between this provision and any other provision in the
Agreement relating to the termination for convenience of the HNG-A Gaps Counter Position,
SYSMAN3 and Residual Release 17 Component Infrastructure Services and/or Termination
Charges, this provision shall take priority.

2.16.

2.17 Digital Development Services

In respect of the Digital Development Services the Post Office shall pay to Fujitsu
Services the DDS Charges as specified within Appendix 5 to Schedule 13 (Digital
Development Services) which shall be made of fixed and variable charges.

2.18 In respect of the P2Pe Asset Management Service the Post Office shall pay to Fujitsu
Services in respect of each month up to 31% March 2023 , the following:

2.18.1 an amount equal to the Operational Unit Charge per Registered PIN Pad for the P2PE
Asset Management Service in respect of that month multiplied by the number of
Registered PIN Pads at the beginning of that month;

2.19 In respect of the Payment and Banking Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:

(a) the Operational Fixed Charge for that Operational Service in respect of that month
from PSB3; plus

(b) an amount equal £0.00536 multiplied by the number of PBS Transactions during that
month. This Charge is subject to a minimum threshold of two hundred and fifty million

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3.1

3.2

(250,000,000) PBS Transactions per twelve (12) month period. This minimum threshold
shall take effect from the actual date of Payment and Banking Service Trigger Point
PBS3 Commencement of Payment and Banking Pilot, or from 23rd April 2021
(“Scheduled Pilot Start Date”), whichever is sooner (provided that in the event that any
delay to initialising Payment and Banking Service Trigger Point PBS3 has been caused
by or contributed to by Fujitsu Services or Fujitsu Services Subcontractor Ingenico then
the Scheduled Pilot Start Date shall be adjusted to reflect the delay caused or
contributed by Fujitsu Services or its subcontractor Ingenico. Should this minimum
threshold not be achieved, Fujitsu Services shall invoice Post Office the difference
between the number achieved and this minimum number one (1) month after the
anniversary , plus

(c) an amount equal £42.11 multiplied by the number of PIN Pads activated during that
month. This Charge is subject to a minimum threshold of twenty five thousand five
hundred (25,500) Activations in an initial twelve (12) month period, provided that Fujitsu
Services has complied with its obligations with respect to roll out and migration of the
Payment and Banking Solution in accordance with Appendix 1 (Migration Plan) to
Schedule 6. This twelve (12) month period shall commence on Payment and Banking
Service Trigger Point PBS3, Commencement of Payment and Banking Pilot. Should this
minimum threshold not be achieved, Fujitsu Services shall invoice Post Office the
difference between the number achieved and this minimum number one (1) month after
the anniversary of Payment and Banking Service Trigger Point PBS3. From Payment
and Banking Service Trigger Point PBS5, Completion of Migration to Payment and
Banking Service, Post Office shall receive two thousand (2,000) new Pin Pad
Activations free of charge per annum; should this volume not be reached in any one
twelve (12) month period (except where failure to reach such volume is caused by
Fujitsu Services or its Sub-Contractor, Ingenico the underutilised volume will not be
rolled over to the following twelve (12) month period.

(d) such Charges shall count towards the Actual Spend for the purposes of Paragraph 3
of Schedule I1 and, for the avoidance of doubt, shall not increase the Committed
Spend.”

MARGIN PROTECTION

If in any of the Financial Years 2008/9 to 2011/12 (inclusive) the aggregate amount of all
the Operational Charges calculated in respect of that Financial Year by reference to a
Margin Rate (excluding, for the avoidance of doubt and for the purposes of this paragraph,
any "Late Cost to Post Office" applicable in respect of such Margin Rates in accordance
with paragraph 4.2.3) (plus the margin calculated in respect of that Financial Year in
accordance with paragraph 2.9.2(b)(i)) shall be less than the Protected Margin for that
Financial Year, then Post Office shall pay to Fujitsu Services an amount equal to the
difference.

The amount paid by Post Office in accordance with paragraph 3.1 in respect of any
Financial Year shall be available to Post Office as a credit to be applied against the margin
on any new Services agreed under the Change Control Procedure which Post Office

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3.3

3.4

3.5

44

441A

4.2

obtains from Fujitsu Services in that Financial Year, provided such new Service is
provided for longer than twelve months.

Any credit available to Post Office pursuant to paragraph 3.2 shall be made available
monthly throughout the Financial Year in question based on estimates made on a year to
date basis in respect of each month. As soon as reasonably practicable following the end
of each such Financial Year the actual amount available by way of credit during that
Financial Year shall be calculated. If the amount available as a credit in respect of the
Financial Year as so calculated is greater than the aggregate of the monthly credits
actually made available to Post Office during that Financial Year the difference shall be
made available to the Post Office as an additional credit on the basis set out in paragraph
3.2. If the amount available as a credit in respect of the Financial Year as so calculated
is less than the aggregate of the monthly credits actually utilised by Post Office during
that Financial Year then the Post Office shall repay to Fujitsu Services an amount equal
to that shortfall.

In settlement of the incorrect calculation and invoicing by Fujitsu Services of margin
protection payments during the period April 2008 up to and including August 2009, the
parties have agreed that Fujitsu shall pay back to Post Office the sum of £339,396
erroneously paid out by Post Office during such period in margin protection payments.
£300,000 of such sum shall be repaid upon signature by the parties of the POLSAP Phase
1 Live Service CCN, and the balance shall be repaid upon signature of CCN 1268, each
as a credit to Post Office to be offset against monthly Operational Charges
Notwithstanding anything to the contrary in this Agreement, such repayment by Fujitsu
shall not operate so as to reduce the aggregate amount of Operational Charges paid by
Post Office in the relevant Financial Year and so triggering margin protection payments
by Post Office pursuant to paragraph 3.1 above.

With effect from September 2009, without prejudice to its other obligations in relation to
margin protection, Fujitsu Services shall apply correctly the margin calculation at
paragraph 2.9.2 (b) (ii) above.

VARIATION OF OPERATIONAL CHARGES - TRIGGER POINTS

Assumptions have been made by the Parties about the timing of certain events set out in
the Trigger Point Table (referred to as "Trigger Points") in settling the amounts of the
Operational Charges.

For the avoidance of doubt, the planned dates in the Trigger Point Table shall not be
changed to reflect any changes that might be made to the HNG-X Programme Plan and
no adjustment shall be made to the Operational Charges in relation to Trigger Points
other than pursuant to paragraphs 4.2.3 or 4.2.4, unless the Parties agree otherwise
under the Change Control Procedure.

The principles that shall apply for adjustment to the Operational Fixed Charges and
Operational Unit Charges when Trigger Points occur early or late are as follows:

4.2.1 Not Used

4.2.2 In the event that Project HNG-X is terminated either pursuant to (i) Clause 47.15
(but only as a consequence of the Agreement terminating pursuant to Clause 47.4

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4.2.3

4.2.4

or 47.7) or (ii) Clause 47.11.2, then the dates stated in the Trigger Point Table for
such of the Trigger Points that are planned to occur after HNG-X Initial
Acceptance (being, for the avoidance of doubt, Trigger Point T6 (Counter
Application Roll Out Complete) only) shall be put back (for the purposes of this
paragraph 4 only) to the date of the expiry or earlier termination of the Agreement,
provided that in each case such termination of Project HNG-X occurred prior to
HNG-X Initial Acceptance.

The Operational Fixed Charges and/or Operational Unit Charges (as specified in
the final column of the Trigger Point Table) for the Operational Services
corresponding to the Trigger Points (if any) adjusted in accordance with
paragraph 4.2.2 shall each be increased in each complete calendar month in the
period by which such Trigger Points are put back, by the amount of the "Late Cost
to Post Office” (if any) specified in the Trigger Point Table.

If any of the Trigger Points are delayed beyond the planned dates specified in
the Trigger Point Table, then to the extent that the delay was:

(a) caused by a Default or delay of Post Office or any of its employees,
agents or subcontractors, then Fujitsu Services shall be entitled to
increase the Operational Fixed Charges and/or Operational Unit Charges
(as specified in the final column of the Trigger Point Table) for the
Operational Services corresponding to that Trigger Point (as identified in
the Trigger Point Table) in each complete calendar month during the
period of that delay or Default by the amount of the “Late Cost to Post
Office” (if any) specified in the Trigger Point Table;

b) not caused by a Default or delay of Post Office, or any of its employees,
agents or subcontractors, then, without prejudice to any other right or
remedy of Post Office, Fujitsu Services shall continue to charge Post
Office the relevant Operational Charges in Annex C of this Schedule D1
without any adjustment.

4.3 Variabilisation Framework

4.3.1 The provisions of Schedule I set out the principles and processes applicable to

Variabilisation.

5 VARIATION OF OPERATIONAL UNIT CHARGES AND OPERATIONAL FIXED
CHARGES

Engineering Service

51 Paragraph removed by CCN1616b

5.1.1

the Operational Unit Charge per Counter Position and Margin Rate per Counter
Position (if any) applicable in respect of the Engineering Service for each month
following such re-allocation of Hardware taking effect shall be varied in

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5.1A

5.2

5.3

accordance with the Table set out in Annex F to the extent of the Proportion
Change (expressed in percentage terms) in each category of Priorities;

Paragraph removed by CCN1616b

Operational Business Change (Branch Change) Service

Not Used

Data Centre Operations Service

If the number of SAP Basis Calls per month exceeds 200 in any three months within a six
month period providing that the SAP Basis Calls are not due to a fault in the POLSAP
Central Infrastructure or POLSAP Software that is attributable solely to Fujitsu Services’
actions and Fujitsu Services demonstrates to the satisfaction of Post Office (acting
reasonably) that it will as a result thereafter require additional resource to manage SAP
Basis Calls above 200 per month, the Parties shall agree under the Change Control
Procedure (such agreement not to be unreasonably withheld) adjustments to:

5.3.1 the Operational Fixed Charge for the Data Centre Operations Service and the
number of SAP Basis Calls included within that Charge, as necessary to reflect
such additional resource requirement; and

5.3.2 _ the Charge per SAP Basis Call and threshold from which that Charge applies, as
set out in paragraph 6.1.

5.3A  Paragrah removed by CCN1613a.

5.4

5.5

5.6

Clause removed by CCN1613a. NBS Audit Record Queries

If Post Office exercises its option under the CCD entitled “Service Description for the
Security Management Service” (CS/SER/016), when that CCD is in effect, or the CCD
entitled "Security Management Service: Service Description" (SVM/SDM/SD/0017), when
that CCD is in effect, to vary the maximum number of Audit Record Queries which Fujitsu
Services is required to carry out, the Operational Fixed Charge in respect of the Security
Management Service shall, with effect from the date on which that revised maximum
becomes effective, be increased by £ £249.18 per Audit Record Query by which such
maximum is increased.

Reference Data Processes
For every month after the Amendment Date during which the Reference Data processes

have not been improved by Post Office (or its agents or subcontractors) performing the
work necessary to achieve the following aims:

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5.6A

5.7

58

5.9

5.10

5.6.1 reduce errors and rework by streamlining the end-to-end Reference Data
processes and simplifying/rationalising the business rules around different
Reference Data types and their sources/validation;

5.6.2 introduce a generic model of product data to minimise the number of product
types, eliminate “special” product features and increase use of "soft" reference
data methods in lieu of "hard" application coding; and

5.6.3. apply Reference Data consistently across all elements of end-to-end solution.

Post Office shall pay to Fujitsu Services an addition to the Operational Fixed Charge for
the Reference Data Management Service due in respect of that month. In Financial
Year 2011/12 the additional monthly charge (if applicable) shall be £20,637, In respect
of each subsequent month, the charge shall be £21,627 where applicable. From 1%t
September 2013 no such charges shall apply.

Services introduced by CCN

Post Office may terminate the Services introduced by (i) CCN641a and (ii) CCN807 and
CCN1163 (as listed in the CCN Service List), by raising a CCN to terminate such Service,
subject to Fujitsu Services being entitled to reimbursement by Post Office of its
reasonable costs incurred in the termination of such Service by raising an invoice in
accordance with Schedule D2 in respect of such costs as they arise. If such Services are
so terminated, an amount per month equal to the monthly charge value for each such
Service (as set out in column three of the CCN Service List for the CCN introducing the
Service in question) shall be deducted from the Operational Fixed Charge for the Data
Centre Operations Service.

All of the Services introduced by CCN (as listed in the CCN Service List), other than
CCN641a, CCN807 and CCN1163, shall terminate in sequence with the migration of the
related Client systems from their existing interfaces with the Infrastructure to the EDG.

If following notice given by Post Office and development of an alternative approach any
of the Client systems referred to in paragraph 5.8 shall not have been migrated to the
EDG by the date of completion of HNG-X Project Workstream X2 (Migrate Data Centre
to HNG-X configuration), the Services introduced by CCN (as listed in the CCN Service
List) related to those Client systems shall continue and, with effect from that date, the
Charges for those Services set out in the CCN Service List shall be payable by Post Office
to Fujitsu Services until the relevant Client systems have been migrated to the EDG.

Periodic review of the CCN Service List to update it for additions and deletions shall be
managed by the Commercial Leads.

BFPO Branches.

5.11

5.12

For the avoidance of doubt all variable Operational charges as listed in Annex B Schedule
D1 will be applied to BFPO Branches.

Impact of termination or expiry of the Service Desk Service on the Engineering Service:

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5.12.1 At the date of CCN1400, it was acknowledged that the termination of the Service Desk
Service may have an impact on the volume of Engineering Service visits to Branches.
To this end, it is agreed that the Engineering Service shall be subject to Branch visit
volume baselines to be agreed between the parties (the “Expected Engineering
Volumes”) calculated by reference to the Engineering Reference Period in accordance
with the process set out below. This baseline shall be set out in a formal exchange of
letters.

5.12.2 With respect to the Engineering Service, Fujitsu Services shall record the volume of
Engineering Service visits to Branch and shall provide to Post Office data relating to
engineering visits in the Engineering Reference Period. The "Engineering Reference
Period” will be the later of either:

a) Six complete calendar months immediately prior to commencement of
rampdown of the Service Desk Service; or
b) Six complete calendar months immediately prior to notification of termination of

the Service Desk,

5.12.3 The Engineering Reference Period will be used to generate a forecast of expected
volume of Engineering Service visits to Branches for the period where Fujitsu Services
is providing the Engineering Service but the service desk is provided by a Next Supplier
(i.e. after the Service Desk Service has been terminated) so as to enable the parties to
agree the “Expected Engineering Volumes”.

5.12.4 In order to determine the Expected Engineering Volumes:

a) Post Office and Fujitsu Services shall jointly normalise the volume of visit data
measured during the Engineering Reference Period to take account of

i) particular circumstances occurring at any point in the Engineering
Reference Period;

ii) any peak periods included in the Engineering Reference Period,
whereby downward adjustments shall be made based on a reversal of
the uplifts (adjusted for any particular circumstances at that time)
experienced for each month in the same peak period in the prior year.

b) Normalisation will only be applied to significant programmes that have
materially impacted the Expected Engineering Volumes. Historic examples of
where this has been the case are the introduction of new media to Epson
printers which generated circa1000 additional engineering visits per month and
the programme rollout of new PIN Pads that generated circa 400 additional
engineering visits per month.

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 :-

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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 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:

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i) any agreed user self-fix incidents that do not require an engineer to attend the
Branch, provided the Service Desk identifies them, and does not pass them to
Fujitsu Services’ engineering queue;

ii) any repeat visits to Branches with respect to the same recorded incident; and/or

iii) any engineering visits due to issues, or incidents arising from unexpected failure
across the branch network of a hardware component due to age that exceeds a
50% degradation in the MTBF rates (such rates determined by reference to the
MTBF rates occurring immediately prior to termination of the Service Desk
Service), save where such degradation in the MTBF rate can be directly
attributed to circumstances linked to a change introduced at the request of Post
Office whereupon such additional failures (over and above the MTBF rate +
50% degradation) shall be included in the calculations.

5.12.11 From the date that the Expected Engineering Volume becomes effective the charges to

Post Office in respect of MTBF excess visits shall cease to apply.

5.12.12 Paragraph removed by CCN1616b

6

6.1

6.2

ADDITIONAL OPERATIONAL CHARGES

Additional Charges in respect of the Data Centre Operations Service

a) As an additional monthly Charge for the Data Centre Operations Service, if the
number of SAP Basis Calls per month exceeds ten, Post Office shall pay to Fujitsu
Services £223.17 for each such SAP Basis Call in excess of ten per month.

b) In the event that the parties agree that the Oracle database shall no longer be
within Oracle support then the monthly Charge for the Data Centre Operations Service
shall be uplifted by £30,000 per month and in the event that there is an Incident
involving the Oracle database, support shall be provided by Fujitsu Services on
reasonable endeavours (and as such Service Levels to the extent applicable will not
apply) and time and materials basis in accordance with the Rate Card where Fujitsu
Personnel are used and in accordance with Oracle's then current standard published
rate card (or cheaper) where assistance is required from Oracle. Oracle's position on
support is likely to evolve and future direction will form part of the jointly agreed
technology roadmap as described in Clause 10.9.

Additional Charges following termination for convenience

If Project HNG-X is terminated pursuant to (i) Clause 47.15, but only as a consequence
of the Agreement terminating pursuant to Clause 47.4 or 47.7, or (ii) Clause 47.11.2, Post
Office shall pay to Fujitsu Services, in respect of the period (if any) between 31 March
2010 and the earlier of termination or expiry of this Agreement an amount equal to:

6.2.1 the costs incurred by Fujitsu Services in respect of hardware and/or software
maintenance and support additional to those allowed for in the Charges plus

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6.3

6.4

6.5

6.6

67

margin thereon, calculated together by multiplying such costs by 100 divided by
78; and

6.2.2 the costs incurred by Fujitsu Services in respect of additional hardware, software
or other equipment required in the Data Centres plus margin thereon, calculated
together by multiplying such costs by 100 divided by 95,

in each case where such maintenance, support, hardware, software or equipment is

necessary in Fujitsu Services’ reasonable opinion for the provision of Services in

accordance with this Agreement. All such costs shall be subject to Open Book verification

(which, in the case of paragraph 6.2.1, shall be by reference to HNG-X Baseline Open

Book Information), and shall be invoiced by Fujitsu Services in accordance with Schedule
D2 after such verification has been undertaken.

Paragraph removed by CCN1612b
6.3.1 Not Used
6.3.2 Not Used
6.3.3 Not Used
Paragraph removed by CCN1612b
Paragraph removed by CCN1612b
Paragraph removed by CCN1612b
IBM Credence Software

The IBM Credence Software shall be charged (excluding VAT) as follows:

- March 2010 £119,565

- October 2010 £122,434.56
- October 2011 £122,434.56
- October 2012 £134,470.37
- October 2013 £138,638.95

In addition, a support charge of £810.27 per month will be chargeable from 1st December 2009
to 31 March 2015. For software maintenance for the period after 31st March 2015, save for
facilitating the purchase of software for the benefit of Post Office under CT1792, Fujitsu shall
have no responsibility whatsoever for ensuring that further annual software subscriptions and
support renewals for the IBM Credence software set are kept active and in force. In addition,
any Fujitsu resource incurred in assisting in the resolution of any queries or disputes in

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connection with the IBM Credence software set that may arise shall be managed and charged
via the Change Control Procedure.

In the event that Post Office wish to further renew the software via Fujitsu or novate the existing
software from Fujitsu then this shall be agreed and managed via the Change Control Procedure.

It was agreed for the extension of the Credence/ MDM Service beyond 31st March 2015 that the
ongoing charges in relation to the IBM Credence Software (for those licence products and
volumes that were procured from Fujitsu for the use by Credence in 2009) have been included
in the parallel-run charges for the initial infrastructure as contained in the final version of
CT1778 ‘Credence / MDM Infrastructure Tech Refresh’ and any required continuation changes
until the software is uninstalled.

The ongoing charges for IBM Credence Software (for those licences procured in CT1778
‘Credence / MDM Infrastructure Tech Refresh’) have been included in the Operational Charges
for the Credence/ MDM service from 1st April 2015.

6.8 In full and final settlement of any cause of action that at the date of signature of CCN
1268 Post Office may have against Fujitsu Services arising from Project HNG-X not
having been delivered in accordance with the timescales under the HNG-X
Programme Plan in its agreed form prior to signature of CCN 1268 (but no other
cause of action), which settlement (for the avoidance of doubt) does not preclude
adjustments (as agreed between the parties from time to time) to these terms in the
event that the plan is further amended, Fujitsu Services shall pay to Post Office each
month, between October 2009 and February 2010 inclusive, the sum of £1 million
(exclusive of VAT). This shall be in the form of a credit note which will be offset against
the total Operational Charges invoiced for the relevant month. The credit note shall
not operate so as to reduce the aggregate amount of the Operational Charges
calculated in respect of the relevant Financial Year thus triggering margin protection
payments by Post Office pursuant to paragraph 3.1 of this Schedule D1.

6.9 Paragraph removed by CCN1616b

6.10 Not Used

6.11 Not Used

6.12 Decommissioning Activities

6.12.1 POLSAP Hosting Infrastructure Decommissioning

6.12.1 The one time fixed Charge for Fujitsu Services to decommission the POLSAP Hosting
Infrastructure on expiration or earlier termination of the POLSAP Hosting Service and any
residual run costs is £120,000, however the parties agree to have further discussions
relating to the scope and approach of decommissioning prior to the Post Office serving
notice of termination, these discussions may enable a reduction in the fixed Charge of
£120,000. The Parties acknowledge that Fujitsu Services’ current bottom up planning for

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these activities indicate a cost of £140,000 that is being discounted by £20,000 by Fujitsu
Services. The decommissioning tasks will comprise:

1. Logical
1. Software / operating system deletion
2. Network (router, switches, firewalls, load balancer) configuration updates
3. Storage configuration updates
4. Systems management configuration updates (monitoring, backups, anti-virus)
5. Updates to other retained HNG-X components
6. Formal release of updated HNG-X batch schedules
2. Physical removal of surplus servers, storage and cabling
1. Secure disposal of surplus equipment
2. Document updates, work instructions and KELs
3. Residual hosting costs until the infrastructure is decommissioned
4. All other activities reasonably required of Fujitsu Services in order to close down and end

the Services which have been extended by CCN1644a. For the avoidance of doubt any
migration activities required to effect the transfer of the Credence/MDM platform from
the current Fujitsu Services hosted environment to a Next Supplier's hosting
environment are not included within the decommissioning activities and therefore any
charges for such migration activities are not included decommissioning Charges set out
in this CCN.

6.12.2 The £120,000 fixed Charges specified for decommissioning activities above will be
invoiced as follows:

(i) fifty percent (50%) of those Charges upon expiry of the forty five day notice period to
terminate the POLSAP Hosting Service (as may be extended by agreement due to a change
freeze) or on 31%t March 2019, whichever is the earlier; and

(ii) fifty percent (50%) of those Charges upon Fujitsu Services’ deemed completion of the
POLSAP decommissioning activities (i.e. the applicable acceptance criteria have been met).
The parties shall use reasonable endeavours to seek to agree suitable acceptance criteria to
apply to the decommissioning activities within 10 Working Days of the first invoice trigger
date described in sub-paragraph 6.12.2 (i) above.

6.13 Operational Business Change (Branch Change) Restructure Charge
£185,000 (excluding VAT) is chargeable in March 2018.
Fujitsu Services shall restructure its Operational Business Change (Branch Change)
Service delivery resources with effect from the 1st April 2018 to enable Fujitsu Services
to reduce the Operational Business Change (Branch Change) Service Operational
Charges, which will apply with effect from 1st April 2018.
Post Office commit to a minimum spend commitment of £360,000 (excluding VAT and

not subject to contractual indexation provisions) against the OBC Call-Off Service in the
period 15 April 2018 to 318t March 2023.

7 CHARGES FOR THE CALL-OFF SERVICES

Qperational Business Change (Branch Change) Service

71 Post Office shall pay Fujitsu Services for the Operational Business Change (Branch
Change) Service at the prices set out in, as applicable in accordance with the provisions
of Schedule B3.1, the CCD entitled “Operational Business Change — Branch, Service

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7.2

73

74

Descriptions and Schedule of Service Prices” (CS/PDN/015) or the CCD entitled
“Operational Business Change (Branch Change) Service: Service Description"
(SVM/SDM/SD/0014). Fujitsu Services shall invoice such Charges on a quarterly basis
in arrear. In respect of each month until 31 March 2015, for the purposes of applying the
monthly pre-paid amounts referred to in paragraph 5.2, Fujitsu Services shall set out
within each such invoice, the Charges payable for Operational Business Change (Branch
Change) Service in each month in that quarter.

Not Used

Message Broadcast Service

In respect of the Message Broadcast Service, Post Office shall pay to Fujitsu Services:

7.3.1 during the period that the CCD "Message Broadcast: Service Description"
(CS/SER/004) is effective in accordance with the provisions of Schedule B3.1,
£148.96 per message plus 1 pence per Branch to which it is successfully
delivered as requested; and

7.3.2 during the period that the CCD "Message Broadcast Service: Service Description"
(SVM/SDM/SD/0018) is effective in accordance with the provisions of Schedule
B3.1 £168.68 per message.

Training Counter Update Service

Off-line upgrades to Old CTO Configurations shall be provided as follows:

7.4.1. Fujitsu Services shall provide ad hoc software and related reference data
upgrades to Old CTO Configurations. For the avoidance of doubt Head Office
Counter Positions do not require off-line upgrade.

7.4.2 Post Office shall provide Fujitsu Services with not less than 13 weeks written
notice of a requirement to deliver a new software and related reference data build
to Old CTO Configurations. Post Office may request this service up to four times
per Financial Year, provided that a request is not made before implementation of
the previous build is complete.

7.4.3 If notice is given by Post Office in accordance with paragraph 7.4.2, Post Office
and Fujitsu Services shall agree which elements, as set out in the CCD entitled
“Counter Training Offices Strategy" (IM/STR/056), shall form part of the required
software and reference data build.

7.4.4 The software upgrade shall be carried out in accordance with the CCD entitled
“Counter Training Offices Strategy" (IM/STR/056).

7.4.5 The price that shall be paid by Post Office to Fujitsu Services for the Training
Counter Update Service for each upgrade of Old CTO Configurations shall be the
aggregate of:

. a fixed charge of £48,751.04;

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a variable charge of £24.90 multiplied by the number of terminals being

upgraded; and

a variable charge of £166.30 multiplied by the number of locations (if
any) in excess of 47 locations at which upgrades are to be carried out.

Additional Charges in respect of the Data Centre Operations Service

75 As an additional Charge for the Data Centre Operations Service, Post Office shall pay
Fujitsu Services for PODG Client File Re-Send Service at the prices set out in, as
applicable in accordance with the provisions of Schedule B3.1Annex Ato the CCD entitled
"Service Description for Data Centre Operations Service" (SVM/SDM/SD/0003).

Additional Charges in respect of the Reference Data Management Service

76 As an additional Charge for the Reference Data Management Service, Post Office shall

pay Fujitsu Services for:

7.6.1 Client Take-On Service at the prices set out in, as applicable in accordance with
the provisions of Schedule B3.1, the CCD entitled “Service Description for AP
Client Take-On Service” (CS/SER/011). Charges for additional ad-hoc services
are stated in Table 1 below, and any change to these (other than by application
of RPI in accordance with paragraphs 16.1 and 16.2 of Schedule D1 of the
Agreement) shall be undertaken through the Change Control Procedure

Table 1

Charges for Financial Year ending Fixed charge per
31/03/20 request

A Ad-hoc Client Take on Facility: £388.63
full cycle including regression

B Ad-hoc Client Take on Facility: £2779.08
cycle less regression

Cc Ad-hoc Client Take on Facility: £1112.35
regression only

D Ad-hoc Client Take on Facility: £1,866.97
test file only

7.6.2 AP Client Delivery Agreement Change Service at the prices set out in, as
applicable in accordance with the provisions of Schedule B3.1, the CCD entitled
“Service Description for AP Client Delivery Agreement Change Service”
(CS/SER/012) or Charges for Service Requests are stated in Table 2 below, and
any change to these (other than by application of RPI in accordance with
paragraphs 16.1 and 16.2 of Schedule D1 of the Agreement) shall be undertaken
through the Change Control Procedure

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Table 2

Charges for Financial Year Fixed charge per
ending 31/03/20 request

A Service request (other than an £933.47
interface transfer) for a Santander
Client

B Service request (other than an £1,866.97
interface transfer) for a Non-
Santander Client

Cc Service request to transfer a Client £1,866.97
to a different Agent Interface

77

7.8

79

7.10

7.6.3 Requests for reference data Support of SV&l Test Rigs for Horizon pursuant to
the CCD entitled “Reference Data Management Service: Service Description”
(SVM/SDM/SD/0013) shall be priced on the following basis:

Post Office shall pay Fujitsu Services £1,464.18 per request
Horizon Icon Service

If Post Office require additional icons to be included in new Releases for (i) the Horizon
Service Infrastructure or (ii) the elements of the Horizon Service Infrastructure used during
the Roll Out Phase, the price that Post Office shall pay to Fujitsu Services for such icons
shall be as set out in the CCD entitled “Horizon Icon Service Prices” (CS/PDN/019).

New Extract Definition Requests

If Post Office requests New Extract Definitions pursuant to the CCD entitled “APOP
Definition” (BP/SPE/046) the price that Post Office shall pay to Fujitsu Services for each
such New Extract Definition provided shall be £5,911.80.

If Post Office requests additional or amended receipt templates for Horizon pursuant to
the CCD entitled “Receipt Template Service: Service Description” (SVM/SDM/SD/0022)
the price that Post Office shall pay to Fujitsu Services for such receipt templates shall .be:

-For each new template - £2841.40
-For each major amendment - £1420.71
-For each minor amendment - no charge.

Note: These charges are baselined at April 2019

Payment Cardholder Environment (PC!) Penetration Testing

The unit price per Penetration Test carried out by Fujitsu, in accordance with the scope
described under the Security Management Service: Service Description referenced
SVM/SDM/SD/017, is £29,908.44. Should changes be made to the Cardholder
Environment the unit charge shall be revised and agreed in accordance with the Change
Control Procedure.

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7.11 Work will be completed within 8 weeks from the date Fujitsu receive a Purchase Order
for carrying out a Penetration Test.

PODG Client Connection Service

7.12. Post Office shall pay Fujitsu Services for the PODG Client Connection Service at the
prices set out below in accordance with the provisions of Schedule B3.1 and Annex C to
the CCD entitled " Data Centre Operations Service: Service Description”
(SVM/SDM/SD/0003).

Description of Change

OBC102 - Route changes
without security or network
changes

Charges

£3,310.46 per route

OBC103 - Route changes with
security changes

£5,116.17 per route

OBC104 - Security changes

£1,805.71 per security
credential set

OBC105 - Route changes with
network changes

£5,718.07 per route

OBC106 - Addition of new End
Points

£9,630.43 per end point

OBC107 - Addition new End
Points with associated UAT

£15,047.55 per end point

OBC108 - Removal of Routes

£1,324.18 per route

OBC109 — Removal of End
Points

£3,611.41 per end point

OBC110 — Removal of Routes
and associated End Points

£4,213.32 per end point with
route

OBC111 - Ad Hoc changes
Password reminder

File Re-send

Back up data transfer

One off DOS and UNIX file
format conversion

£601.90 per each type of
change

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OBC112 - Non Standard Hourly rate priced in
Changes accordance with the rates in

713

8

Schedule D1, section 10.4

For the avoidance of doubt, addition of new End Points with ISDN network type is out of
scope of the PODG Client Connection Service.

Post Office shall pay Fujitsu Services a charge, calculated on a Time and Material basis
using the rates in Schedule D1, section 10.4, if a request under the PODG Client
Connection Service is cancelled or paused for 3 months or more due to Fujitsu Services
waiting for input or clarification from Post Office on one or more items causing work to be
paused.

Additional Charges in respect of the Service Management Service

7.14 As an additional Charge for the Service Management Service, Post Office shall
pay Fujitsu Services for the Training Controls Disablement and Re-Enablement
Service. Each Request to Disable Training Controls received and acted upon will
be subject to a Charge of £3,673.87* per request. For the avoidance of doubt,
Requests to Re-Enable Training Controls will not be subject to any further
Charges.

* £3,673.87 is the figure for the Financial Year ending March 31st 2019 and will
be uplifted annually by RPI as per paragraph 16 of the Schedule D1.

PARAGRAPH REMOVED BY CCN1610

Superstock Service Charges

8.1

8.2

9.1

9.2

Not Used
Not Used
CHARGES FOR THIRD PARTY MANAGEMENT SERVICES.

Subject to paragraphs 9.2 and 9.3, the Charges payable by Post Office to Fujitsu Services
for the provision of the Third Party Management Services shall be agreed under the
Change Control Procedure in respect of each third party that the Parties agree shall be
managed by Fujitsu Services as part of that Service.

In the event of Partial Termination of any Terminable Service pursuant to Clause 47.10.1
or 47.10.2 and the Parties agree or Post Office directs (where Post Office is entitled to
direct pursuant to paragraph 2.5 of Schedule E) that Fujitsu Services shall be responsible
for the management of the provision by a third party to the Post Office of services
equivalent to that Terminable Service, the Charges which shall be paid by Post Office to
Fujitsu Services for the provision of the Third Party Management Service in respect of
such equivalent services shall, subject to paragraph 9.3, be equivalent to the Service

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Management Element which would have been payable had that Terminable Service not
been terminated.

9.3 In the event that Partial Termination of any Terminable Service occurs pursuant to Clause
47.10.1 or 47.10.2 and the specification of the third party services (if any) that Fujitsu
Services is directed by Post Office or agrees to manage as part of the Third Party
Management Service is different to the specification that applied to that Terminable
Service as referred to in Schedule B3.1, the Charges payable by Post Office under
paragraph 9.2 shall be increased by an amount equivalent to the Interface Operational
Costs reasonably incurred by Fujitsu Services which would not have been incurred but
for such differences in specification plus margin thereon calculated by multiplying such
Interface Operational Costs by 22 divided by 78 or, in the case only of network
connections provided by a third party, 5 divided by 95.

10 CHARGES FOR DEVELOPMENT SERVICES

Pre-Paid Development Charges

10.1 In consideration of the provision by Fujitsu Services of the Development Services, Post
Office shall pay to Fujitsu Services on the first day of each month an amount equal to one
twelfth of the amount set out in the following Table in respect of the Financial Year in which
such month falls.

67 5.53 4.62 4.66 0 0 i) 0 0

10.2 Each monthly payment made in accordance with paragraph 10.1 shall be available to
Post Office as a credit to offset against the following Charges due that month:

10.2.1 firstly against the Charges for HNG-X Development and Associated Change
Development (if any due that month in accordance with the provisions of
Schedule D8); and

10.2.2 secondly, if any balance of such payment remains, against the Charges due that
month for any Development Services (but not the SIP) undertaken by Fujitsu
Services pursuant to a Work Order.

10.3 If any balance of such payment remains after the amounts applied in accordance with
paragraphs 10.2.1 and 10.2.2, such balance shall not, subject to paragraph 12.2 of this

Schedule D1 and paragraph 2.6 of Schedule D8, be offset against any other Charges nor
shall it be carried forward.

Development Resources

10.4 Unless otherwise agreed,

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a) for all CTs agreed up to and including 31s! March 2016, if Post Office requires Fujitsu
Services to provide resources for Development Services pursuant to Schedule B1.1, Post
Office shall pay Fujitsu Services for such services on a time-cost basis according to the
following rates including where such resources fall within the Core Team:

Systems Engineer £83.38 £98.19 £37.86
Senior System Engineer £100.85 £101.94 £40.06
Lead System Engineer £118.65 £109.44 £43.79
Unit Leader £133.29 £128.36 £60.77
Consultant (including SAP
Consultant) £153.38 Not applicable Not applicable
Senior Consultant, 7
Manager £171.54 Not applicable Not applicable
Senior Manager, Principal 7
Specialist £201.51 Not applicable Not applicable
Exit Manager £171.54 N/A N/A
Transition Director

£201.51 N/A N/A

b) For all CWOs and CTs agreed from 15 April 2016, the above rate card shall be replaced
with the Rate Card detailed below.

\Rate per day* Rate per day*
IGrade

On Shore Offshore (India)
Systems Engineer £590 £313
[Senior System Engineer £713. £378
Lead System Engineer £838 £404

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Rate per day* Rate per day*
IGrade
On Shore IOffshore (India)
Unit Leader £943 £521
H incl AP
‘Consultant (including S, £1084 Not applicable
Consultant)
‘Senior Consultant, .
Manager £1,214 Not applicable
Se M Pr y
fenior Manager, Principal Ie 745 Not applicable
‘Specialist
Exit Manager £1,214 N/A
‘Transition Director
£1,738 N/A

* The per day basis is calculated by reference to 7.4 hours for on-shore and 8 hours for
off-shore. Any per hour work shall be pro-rated accordingly.

The Rate Card detailed in paragraph b) (applicable from 15t April 2016) is specified at
the prices applicable in February 2019 and as such shall be subject to indexation in
accordance with paragraph 16.4 prior to it becoming effective as well as for each
Financial Year thereafter.

Core and Standing Teams to 318! March 2015

10.4A During the period up to 318t March 2015, where members of the Inner Core Team, Outer
Core Team and Standing Team are retained on the contract full time for an extended
period for development work other than POLSAP or SIP (which already attract discounts),
the following discounts shall apply retrospectively to the date of CCN1271c or the date
they commenced the development work, whichever is the later.

Discounts shall be calculated for all the Inner Core Team, Outer Core Team and Standing
Team personnel and the discount calculations for each year shall be presented to the
Demand Planning Board each March for agreement.

For the Inner Core Team only, in recognition of the commitment of the team through to
the end of the Agreement, the anticipated final discount level shall be refunded annually.
In the event that eligibility for the Inner Core final discount ceases, then Post Office shall
repay all sums previously refunded by Fujitsu Services against that discount at the end of
the year at the time the other discounts are reconciled.

Payments of the agreed discount sum to Post Office shall be made on the April monthly
invoice each year as a credit (or via a cheque where the monthly operational charges are
insufficient or are no longer due). Discounts are only applied against standard UK rates;
there is no discount on Near Shore or Offshore rates. Where a post is discontinued, or
personnel replaced, at Post Office's request (except where personnel are replaced under

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paragraph 3c of Annex 3 to Schedule A2), the eligibility for discount will be frozen at the
point of leaving the post or its discontinuance. If personnel are absent temporarily for
personal, sickness or Fujitsu Services requested reasons, the eligibility for discounts shall
not be affected by the absence.

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DISCOUNTS
Length of Service Inner Core Outer Core Standing
0 up to 12 months 0% 0% 0%
12 up to 36 months 0% 45% 4%
36 up to 60 months 0% 8% 6%
60 months or greater 18% 12% 8%

Core and Standing Teams from 1* April 2015

10.4B During the period from 1*t April 2015, the following charging structure will apply in
respect of the Inner Core Team and the Outer Core Team:

10.4B.1

10.4B.2

10.4B.3

10.4B.4

Each full time post for the Inner Core Team shall be charged at the Rate
Card rate. From 1* April 2015 until 31st March 2016, subject to Clauses
10.4B.2 and 10.4B.3, a discount of 18% of the total amount charged for the
Inner Core Team shall be calculated on a monthly basis and applied as a
credit to the Operational Charge. CCN1600 introduced a new Rate Card
effective from 1% April 2016 with discounted rates.

In the event that Post Office removes a full time post from the Inner Core
Team, the following will apply:

(a) Asset out in paragraph 12 of Annex 3 to Schedule A2, where Post
Office removes any or all full time posts from the Inner Core Team by
notice in writing, on or prior to 30th September 2014, there shall be no
additional charge.

(b) I Where Post Office removes a full time post from the Inner Core Team
after 30'" September 2014 but prior to 1 April 2016, Post Office shall
pay to Fujitsu Services a sum equivalent to the 18% discount applied
in respect of such full time post in a six month period. This amount
shall be invoiced by Fujitsu Services as a one off additional charge for
the month in which the full time post is removed from the Inner Core
team

(c) Not Used

In the event that Post Office provides notice to increase the Inner Core Team
in accordance with paragraph 11.3 of Annex 3 to Schedule A2 between 1*
April 2015 and 31% March 2016 inclusive, the 18% discount shall only apply
3 full months after the resource is added to the Inner Core Team. For the
avoidance of doubt, this paragraph 10.4.3B shall not apply if Post Office
provides notice to increase the Inner Core Team in accordance with
paragraph 11.3 of Annex 3 to Schedule A2 on or before 31% March 2015.

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 31st
March 2016 is based upon the following table:

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Committed monthly spend (made by Post Office 3
months in advance)

Discount

>£150,000

1%

>£200,000

2%

>£250,000

3%

>£350,000

4%

>£500,000

5%

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10.6

10.7

10.8

The following shall also apply to the Charging for the Outer Core team:

(i) The default pre-committed monthly Charge for the Outer Core team shall be
£150,000.
(ii) 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 18' April 2015 to 30" June 2015 on or before 315! December
2014.

(ili) Fujitsu Services shall apply the discount applicable to the committed monthly
spend in each monthly invoice.

(iv) 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.

(v) Post Office shall receive an additional 1% discount to the Rate Card for each
additional 6 month period that Post Office, in advance, makes a committed
monthly spend. For example, if Post Office were to commit to spend £500,000
per month from 1%' April 2015 to 31st March 2016 it would be entitled toa
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 318 December 2014.

(vi) There are no individual resource rate card reductions in addition to this
mechanism.

The Development Charges shall be due for payment monthly in arrears.

The Charges calculated in accordance with paragraph 10.4 in respect of work undertaken
for that day by each of the roles below shall not exceed the rates per day set out in the
table in paragraph 10.4B of Schedule D1:

10.6.1 Consultant;
10.6.2 Senior Consultant Manager or Exit Manager and
10.6.3 Senior Manager, Principal Specialist or Transition Director.

Fujitsu Services will be entitled to be reimbursed by the Post Office for all reasonable
expenses incurred by it in providing Development Services, including (without limitation)
travel and subsistence expenses. Fujitsu Services shall notify Post Office in advance of
any unusual anticipated expenses, such as international travel.

Fujitsu Services shall, unless otherwise agreed, be entitled to charge for materials,
equipment, licences, support and other third party charges reasonably incurred by Fujitsu
Services in performing Development Services so as to make a 10% margin in relation to
those bought in elements of Fujitsu Service Cost (which for this purpose shall not include
any Fujitsu Services labour costs).

Credits relating to HNG-X Development

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10.9 An amount equivalent to £5,600,000 (exclusive of VAT) in aggregate shall be available to
Post Office as a credit to offset against the Charges for Operational Services. Of that
£5,600,000:

10.9.1 £2,133,333.33 shall be available upon signature of the POLSAP Phase 1 Live
Service CCN.

10.9.2 £1,733,333.33 shall be available upon signature of the Test Rig CCN
(Infrastructure including CIT, SV&I and INT Rigs).

10.9.3 £1,733,333.33 shall be available upon signature of the HNG-X Release 2 bundle
(inclusive of the component Commercial Terms (CTs) for each individual change
plus the overall ‘wrapper’ CCN authorising the release as a whole and the CCN
authorising the on-going service charge adjustments).

The above credits (in paragraphs 10.9.1 to 10.9.3 inclusive) not being dependent upon
the actual value of the CTs or CCNs. The credits shall each be made available to Post
Office to offset against the first monthly invoice for total Operational Charges following the
date of signature of the relevant CCN. The Margin Protection adjustment shall not operate
to reduce the full value of the credits above.

New Business after initial HNG-X release

10.10 Post Office commits to procuring from Fujitsu Services further HNG-X releases and /or
other new business agreed from time to time (after the initia) HNG-X release) to a
minimum value of £13.25 million including, but not necessarily limited to, Infrastructure
and the Wrappers in the table below, although it is recognised that formal CCNs/CTs
cannot be signed until the content of such CCNs/CTs is agreed.

New business

HNG-X Infrastructure (CIT, SV&l, INT
Rigs)

HNG-X R2/R3/R/4 (i.e. further releases
after the initial HNG-X release)

HNG-X R4/R5 Wrappers CT

Fixed Price Basis

10.11 If a fixed price basis is used for Development Services, Fujitsu Service Cost may include
a level of contingency and the fixed price will be assessed and agreed in advance on an
Open Book basis as set out in Schedule D4.

Gain Share

10.12 Gain Share may apply in relation to the provision of Development Services in accordance
with the principles set out in Schedule D3.

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11

SIP CHARGES

Unless otherwise agreed, if in any Financial Year Fujitsu Services provides members of
the SIP Team pursuant to Schedule B1.2, Post Office shall pay Fujitsu Services for such
provision on a time-cost basis, being rates equal to the cost to Fujitsu Services (on a
break-even basis) of employing the relevant individuals, taking into account for the
purposes of calculating that cost any averaging required where the relevant individual's
grade encompasses more than one professional community grade within Fujitsu Services’
organisational structure. Such cost shall be certified by Fujitsu Services in accordance
with paragraph 1.5 of Schedule D4.

During the Financial Year 2006/7 the charges for each grade of Fujitsu Services staff in
the SIP shall, unless paragraph 11.4 applies, be calculated according to the rates for non-
committed resource set out in the following table:

Grade Rate per working ‘Rate per working
day (non- day (committed
committed resource)
resource)
IOn Shore (On Shore

Systems Engineer Not applicable jot applicable

Senior System Engineer Not applicable jot applicable

Lead System Engineer Not applicable lot applicable

Consultant, Unit Leader £487.13 £444.14

Senior Consultant, Manager £632.87 £575.64

‘Senior Manager, Principal Specialist £799.86 £728.05

The number of hours charged in accordance with paragraph 11.2 for any individual for
any day shall not exceed 7.4

The rate per working day for the relevant grade of committed resource in the table above
shall apply in respect of each Fujitsu Services SIP Team Member of that grade where
Post Office notifies Fujitsu Services by 30 September 2006 that it will commit to utilising
the specified role in which an individual of that grade is engaged for at least 100 days of
the remainder of Financial Year 2006/7. If by the end of Financial Year 2006/7 Post Office
has not utilised that specified role for 100 days or more, the charges for the individual

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12

12.1

12.2

12.3

13

13.1

performing that role shall be recalculated using the applicable rate for non-committed
resource and Post Office shall pay to Fujitsu Services an amount equal to the difference.

The Charges for resources for the SIP shall become due for payment monthly in arrear.

The rates for each grade set out in the table in paragraph 11.2 shall be varied in each
subsequent Financial Year to reflect the costs to Fujitsu Services referred to in paragraph
11.1 (the component elements of which costs are as set out in the table “Breakdown of
Day Rate Calculation - Example Grades” referred to in paragraph 2 of the CCD entitled
“HNG-X Baseline Open Book Information” (COM/MGT/PRO/0002)) for that Financial Year
as applicable in respect of each such grade, taking into account any averaging required
where that grade encompasses more than one professional community grade within
Fujitsu Services organisational structure. For the purposes of the rates for each grade of
committed resource in the table in paragraph 11.2, such variation shall be on the basis
that Post Office commits at the beginning of the Financial Year to utilising that grade of
resource for 204 days in that Financial Year. Paragraph 11.4 shall apply in respect of
each Financial Year after 2006/7 with the necessary changes deemed to be made to it to
reflect such 204 day commitment applying from the beginning of the Financial Year rather
than the 100 days referred to applying from September 2006.

In each case where a Fujitsu Services SIP Team Member is unable to perform a specified
role due to illness, injury or any other reason outside Post Office's control, the number of
days for which he is unable to perform that role shall be deemed to be included within a
period of utilisation of that role for the purposes of determining whether Post Office has
not utilised a specified role.

CHARGES FOR TRANSFER SERVICES

Post Office shall pay Fujitsu Services for all Transfer Services provided in the event of
Partial Termination, termination of Project HNG-X, termination of the Agreement or expiry
of the Agreement on a time-cost basis according to the rates set out in the Table in
paragraph 10.4 (but subject to paragraph 10.6) and on the basis set out in paragraph
10.5.

If Transfer Services are provided prior to 31 March 2010, any unused balance at the end
of each month of the pre-payment referred to in paragraph 10.3 may, at Post Office's
option, be offset as a credit against the Charges due that month for such Transfer Services
in accordance with paragraph 12.1.

Fujitsu Services’ Charges in respect of materials and expenses in connection with the
provision of Transfer Services shall be calculated in the same way as they are calculated
for Development Services as set out in paragraphs 10.7 and 10.8.

CAPACITY ADDITIONS

The capacity planning and performance and volume monitoring carried out as part of the
Service Management Service may from time to time identify that forecast volumes of Post
Office business are likely to exceed those allowed for and the consequent need to add
capacity to an element of the HNG-X Systems so as to maintain Fujitsu Services’
capability to achieve Service Levels.

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13.2

13.3

13.4

14

14.5

14.6

14.7

Such additions will be supported by analysis carried out in accordance with the CCD
entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033) and be
subject to the Change Control Procedure.

Fujitsu Services shall be entitled to recover from Post Office its reasonably incurred,
increased direct costs and expenses of performing its obligations under this Agreement
to the extent that such increased direct costs and expenses were the result of a Design
Limit being exceeded. Fujitsu Services shall use all reasonable endeavours to mitigate
the amounts payable in accordance with this paragraph and shall provide an Open Book
statement of such increased direct costs and expenses incurred for approval by Post
Office, such approval not to be unreasonably withheld.

Other enhancements to the HNG-X System may be required from time to time in
accordance with the Work Ordering Procedure or Change Control Procedure, as
applicable. Unless otherwise agreed, the pricing principles are as follows:

13.4.1 Fujitsu Services shall be entitled to Charge for the work undertaken by it in relation
to such enhancements on the time and materials basis set out under the heading
“Development Resources" in paragraph 10.4 (but subject to paragraph 10.6).

13.4.2 Ifa fixed price basis is to be used in relation to such work, such fixed price will be
assessed and agreed between Post Office and Fujitsu Services in advance on an
Open Book basis. In arriving at such fixed price, Fujitsu Services shall be entitled

to include a level of contingency above Fujitsu Service Cost.

13.4.3 As an alternative to the charging mechanisms described in this paragraph, Gain
Share may be considered in accordance with the principles of Schedule D3

PIN PADS AND PAYPOLE PROCUREMENT

Paragraph removed by CCN1616b
Paragraph removed by CCN1616b
Paragraph removed by CCN1616b
Paragraph removed by CCN1616b

Additional PIN Pads and PIN Pad OBC Stock

Until 31st March 2015, in the event that the PIN Pad OBC Stock is reduced to 100 PIN
Pad Units or less, Fujitsu Services shall notify Post Office of such in writing or by email.

Post Office shall within five Working Days of receipt of such notification from Fujitsu
Services confirm to Fujitsu Services in writing or by email (a "PIN Pad OBC Stock Notice")
whether or not it requires Fujitsu Services to increase the PIN Pad OBC Stock.

Where Fujitsu Services receives a PIN Pad OBC Stock Notice stating that the PIN Pad
OBC Stock should not be increased, Fujitsu Services shall be relieved of its obligations

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14.8

14.9

14.1

15

15.1

15.2

16

16.1

to supply and install PIN PADs set out in either of the CCDs entitled "Fujitsu Services/Post
Office Ltd Operational Business Change - Branch Interface Agreement" (CS/IFS/003) or
“Operational Business Change (Branch Change) Service: Service Description”
(SVM/SDM/SD/0014) to the extent that it does not have the necessary PIN Pad OBC
Stock. Such relief shall apply until Fujitsu Services receives the required PIN Pad Units
to be added to PIN Pad OBC Stock (following written notification from Post Office to
Fujitsu Services that it requires Fujitsu Services to increase the PIN Pad OBC Stock).

Where a PIN Pad OBC Stock Notice requires Fujitsu Services to augment the PIN Pad
OBC Stock, Fujitsu Services shall procure the required number of PIN Pad Units and shall
use reasonable endeavours to do so within 100 days of receipt of the PIN Pad OBC Stock
Notice.

Fujitsu Services’ Charge for each additional PIN Pad Unit procured shall be £454.72 and
shall become due for payment upon delivery of such PIN Pad Unit. This Charge is subject
to the proviso that each PIN Pad OBC Stock Notice for additional PIN Pad Units given by
Post Office under paragraph 14.6 is for no more than 1000 PIN Pad Units.

0 For the avoidance of doubt, the Charges specified in paragraph 14.9 shall be in addition
to any Charges agreed in respect of PIN Pad related services set out in the CCD entitled
“Operational Business Change (Branch Change) Service: Service Description”
(SVM/SDM/SD/0014).

CHARGES FOR NBX HARDWARE

In respect of Hardware procured by Fujitsu Services pursuant to Commercial Terms
numbered CT 176A, the sum of £24,923.50 shall become due for payment by Post Office
to Fujitsu Services on the first day of each calendar month between the Amendment Date
and 31 March 2010.

In the event that this Agreement is terminated prior to 31 March 2010, the aggregate of
the payments that would, but for such termination, have become due for payment in
accordance with paragraph 15.1 shall instead become due for payment by Post Office to
Fujitsu Services upon such termination.

INDEXATION

Each of:

16.1.1 the fixed charges and charging rates contained in this Schedule, its
Annexes and those in the CCDs referred to in paragraph 5, 6 and 7 (but
not any other CCDs);

16.1.2 the daily limits referred to in paragraph 10.6, and

other than:

16.1.3the Invest to Save Payment and Invest to Save Credit referred to in paragraphs 17.1,
17.2 respectively; which are subject to the provisions in accordance with clause 17.6

16.1.4 Not Used

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16.1.5 all amounts allowable as credits unexpended under paragraph 10.9,

16.1.6 the rates set out in the Table in paragraph 11.2, the Charge for NBX

Hardware referred to in paragraph 15.1; and

16.1.7 the Charges for each of the Services in the Table in Annex D which are

marked “Not Indexed” in the column of the table headed “Indexation
Provision”,

are referred to in this paragraph 16 as the Indexed Charges.

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 each Financial Year subsequent to the Financial Year ending
318' March 2006 up to the Financial Year ending 315 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 31% March 2010.

16.2A During the period from 1% April 2015 up to and including 31st March 2016, the Indexed
Charges (other than the Varied Indexed Charges, Near Shore and Offshore Rates) shall
be indexed as follows:

16.2A.1

16.2A.2

In respect of each Financial Year subsequent to the Financial Year ending
31 March 2015, each of the Indexed Charges other than the Varied Indexed
Charges, the Near Shore and Offshore Rates contained in the table set out
in paragraph 10.4 shall be multiplied by a percentage equal to 100+ the RPI
Percentage applicable to that Financial Year; and

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 1*April 2015 up to 318' March 2016, the Varied Indexed Charges
shall be indexed as follows:

16.2B.1

16.2B.2

In respect of each Financial Year subsequent to the Financial Year ending
315t 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.

In respect of each Financial Year subsequent to the Financial Year ending
315t March 2015 in which the RPI Percentage is 5% or greater, each of the

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16.2B.3

Varied Indexed Charges shall be indexed in accordance with the following
formula:

(5% x (35% x Varied Indexed Charges)) + ((RPI Percentage — 5%) x (Varied
Indexed Charges) + Varied Indexed Charges.

Such calculations shall be carried out before the start of each new Financial
Year and the Varied Indexed Charges as so adjusted shall be recorded in
revised versions of this Schedule D1 and relevant CCDs.

16.2C During the period from 1% April 2016 up to 31st March 2017, the Indexed Charges (other
than the Varied Indexed Charges, Near Shore and Offshore Rates) shall be indexed as

follows:

16.2C.1

16.2C.2

16.2C.3

in respect of the Financial Year ending 31% March 2017, each of the Indexed
Charges other than the Varied Indexed Charges, the Near Shore and Offshore
Rates contained in the table set out in paragraph 10.4 shall be multiplied by a
percentage equal to 100+ the RPI Percentage applicable to that Financial
Year; and

such calculations shall be carried out before the start of each new Financial
Year and the Indexed Charges (other than the Varied Indexed Charges, Near
Shore and Offshore Rates) as so adjusted shall be recorded in revised
versions of this Schedule D1 and relevant CCDs

For the avoidance of doubt, this provision means that the indexation
calculations applied as a result of paragraph 16.2.C.1 shall not be carried
through to each subsequent Financial Year.

16.2D During the period from 1st April 2016 up to 315t March 2017, the Varied Indexed Charges
shall be indexed as follows:

16.2D.1

16.2D.2

16.2D.3

In respect of the Financial Year ending 31% March 2017 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.

In respect of the Financial Year ending 31% March 2016 in which the RPI
Percentage is 5% or greater, each of the Varied Indexed Charges shall be
indexed in accordance with the following formula:

(5% x (35% x Varied Indexed Charges)) + ((RPI Percentage — 5%) x Varied
Indexed Charges) + Varied Indexed Charges.

Such calculations shall be carried out before the start of each new Financial
Year and the Varied Indexed Charges as so adjusted shall be recorded in
revised versions of this Schedule D1 and relevant CCDs.

16.2D.4 For the avoidance of doubt, this provision means that the indexation

calculations applied as a result of 16.2.D.1 and 16.2.D.2 shall not be carried

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through to each subsequent Financial Year.”

16.2E With regard to Service Desk Service only, the first six month fixed period extension (from

16.2F

1st April 2015 to 30th September 2015 shall be subject to a 5% increase in the Charges
(as at 31st March 2015, uplifted for any relevant RPI adjustment) set out in Annex B of
Schedule D1 with respect to the Service Desk Service. For any subsequent six month fix
period extension after 30th September 2015, the Charges set out in Annex B of Schedule
D1 with respect to the Service Desk Service shall be subject to a 10% increase in the
Charges (as at 31st March 2015 uplifted for any relevant RPI adjustment).

During the period from 18 April 2017 until 348t March 2018, no indexation shall apply to
the Indexed Charges (not including the On Shore and Off Shore Rates which shall be
indexed in accordance with paragraphs 16.2 and 16.4 respectively). For the avoidance
of doubt, if any Expiring Services are extended beyond 31%t March 2017, then
notwithstanding they are Indexed Charges, they shall be subject to indexation in
accordance with paragraph 16.2.

16.2G During the period from 1* April 2018 the Indexed Charges (other than Offshore Rates)

shall be indexed as follows:

16.2G.1 In respect of each Financial Year subsequent to the Financial Year ending
318 March 2018, each of the Indexed Charges other than the Offshore Rates
contained in the table set out in paragraph 10.4 shall be multiplied by a
percentage equal to 100+ the RPI Percentage applicable to that Financial
Year.

16.26.2 Such calculations shall be carried out before the start of each new
Financial Year and the Indexed Charges as so adjusted shall be recorded in
revised versions of this Schedule D1 and relevant CCDs.

16.2G.3 For the avoidance of doubt, the Off Shore Rates shall be indexed in accordance
with paragraph 16.4.

16.3 The RPI Percentage applicable to the Indexed Charges (including but not limited to
the Varied Indexed Charges from 318 March 2015) other than the Near Shore and
Offshore Rates contained in the table set out in paragraph 10.4 in respect of any Financial
Year means the difference, expressed as a percentage, between the level of the Retail
Prices Index in respect of the December in the previous Financial Year and the level of
the Retail Prices Index in respect of the December falling in the Financial Year
immediately preceding that previous Financial Year.

In respect of each Financial Year (“Year Z”) subsequent to the Financial Year ending 31
March 2006, each of the Near Shore and Offshore Rates contained in the table set out
in paragraph 10.4 shall be adjusted as follows:

16.4.1 converted into Rupees at the Relevant Exchange Rate prevailing in respect of
December in Year X (as defined in paragraph 16.4.2 below);

16.4.2 multiplied by a percentage equal to 100 plus the difference, expressed as a
percentage, between the level of the Relevant Indian Index in respect of the

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December in the previous Financial Year (“Year Y”) and the level of the Relevant
Indian Index in respect of the December falling in the Financial Year immediately
preceding that previous Financial Year (“Year X"); and

16.4.3 converted back into sterling at the Relevant Exchange Rate prevailing in respect
of December in the previous Financial Year (“Year Y”).

16.5 For this purpose:

16.5.1 the Relevant Indian Index shall mean the all-India Consumer Price index (UNME)
published by the Government of India Ministry of Statistics and Programme
Implementation. In the event that such index is no longer published and the
Parties fail to agree a suitable substitute index it shall mean such index as is
recommended as a suitable alternative by expert determination in accordance
with Schedule A2;

16.5.1.1 At the end of December 2010 the all-India Consumer Price index (UNME)
referred to in paragraph 16.5.1 above was ceased. The Relevant Indian Index
used in the calculation in paragraph 16.4 to derive the indexation to be applied
to the Near Shore and Offshore Rates for year ending 31st March 2013
onwards shall be based on the “All India General (all Groups) Consumer Price
Index for Urban Areas” as published by the by the Government of India Ministry
of Statistics and Programme Implementation; and

16.5.2 the Relevant Exchange Rate in respect of any December shall be the arithmetical
mean of all the daily spot exchange rates published by the Bank of England in
respect of that December on its website (www.bankofengland.co.uk) under
reference “Rupee to Sterling Daily Spot Rate - XUDLBK97”.

16.6 For the avoidance of doubt, any Service provided in one Financial Year but not invoiced
until a subsequent Financial Year shall be invoiced at the fixed charge or charging rate
applicable to such Service at the time it was supplied. The Parties agree that at the end
of each Financial Year, Fujitsu Services may increase the Day Rates listed in a CWO in
accordance with Paragraph 16 of Schedule D1 (Charges). The increased Day Rates shall
apply to the Services that have not been provided by Fujitsu Services under a CWO at
the point of increase.

16.7. The rates at which liquidated damages are payable in respect of Service Level
Measurement Periods shall be increased in each of the Financial Years set out in the
following table by the RPI Adjustment Factor for that Financial Year, being the difference,
expressed as a percentage, between the level of RPI in respect of the December in the
year immediately preceding that Financial Year and the level of RPI in respect of
December 2005.

Financial Years ending 31 March

2007 I 2008 2009 I 2040 I 2014 I 2012 I 2013 I 2014 I 2015 I 2046 I 2017 I 2018 I 2019 I 2020 I 2021 I 2022
RPI
Adjustmen 14.43%] 8.6% I 0.58% I12.319%/17.67%I 23.2494 27.1504 30.8504 32. 1604 93.76% 97.6194 ae I ae I ee I se
t Factor % I% I% I%
(%)

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The RPI Adjustment Factors in respect of the Financial Years set out in the above table shall be
inserted in the table when ascertained.

17

17.1

17.2

17.3

17.4

17.5

17.6

INVEST TO SAVE MODEL

Post Office shall make a payment to Fujitsu of £1.3m (one million three hundred thousand

pounds) on ‘st April 2017, and £2.6m (two million six hundred thousand pounds) in
quarter 3 financial year 2017-2018 (within 20 Working Days from the invoice date) (total
£3.9m) for Fujitsu Services to invest in projects with the aim to reduce Fujitsu Services
cost base for delivery of the Services (the “Invest to Save Payment’).

In consideration of this Invest to Save Payment, the Operational Charges shall be
reduced by the monthly credit, from 1st April 2017 until 318! March 2023, referred to in
Annex B of Schedule D1 as ‘Invest to Save Credit' (the “Invest to Save Credit”). For the
avoidance of doubt this credit shall be in addition to the Trinity 1 Credit referred to in
paragraph 2.14 of Schedule D1.

It shall be at Fujitsu Services’ absolute discretion what projects it implements as a result
of the receipt of the Invest to Save Payment in order to achieve the required savings to
its cost base to enable the Invest to Save Credit to be provided without impacting Fujitsu
Services’ margin. However this shall be at Fujitsu Services’ risk and as such the Invest
to Save Credit shall be credit irrespective of the operational savings actually achieved by
Fujitsu Services.

In order to enable Fujitsu Services to achieve these required savings it has forecasted in
order to fund the Invest to Save Credit, Post Office acknowledges and agrees that Fujitsu
Services may need to make technical changes to the solution, assets and/or restructure
its resources and/or increase its off-shore capability and as such, to the extent to which
Fujitsu Services is required to ask consent from Post Office to enact these or any other
changes, Post Office shall not unreasonably withhold or delay such consent and the costs
of any such technical change shall be borne by Fujitsu Services.

The Invest to Save model detailed in this paragraph 17 is separate from the Gain Share
mechanism detailed in Schedule D3 (Gain Share) which shall remain available for both
parties to make use of. However, for the avoidance of doubt, no single project can be part
of this Invest to Save model and the Gain Share mechanism and as such it shall be at
Fujitsu Services’ absolute discretion whether it elects to deliver a project as part of its
commitment under the “Invest to Save” mechanism set out in this paragraph 17 or the Gain
Share mechanism detailed in Schedule D3 (Gain Share). The Parties agree this is fair
given the fact that Fujitsu Services is taking the risk of achieving the requisite savings.”

The Invest to Save values are subject to the following indexation approach:

a. For the fiscal year 1st April 2017, to 31st March 2018, there will be no
indexation applied to savings and payments.

b. For the fiscal year 1st April 2018, to 31st March 2019, there will be no
indexation applied to savings.

c. For the fiscal year 1st April 2019 to 31st March 2020, there will be an
indexation charge equivalent to 75% of the applicable indexation rate.

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d. For the fiscal years 1st April 2020 to 31st March 2021 and thereafter each
year through to the end of the Term, indexation will apply at 100% of the

applicable rate.

18 ASSOCIATED DOCUMENTS

18.1 The following CCDs are associated with this Schedule D1:

Document Reference

Document Title

4 Withdrawn by CCN 1616b

2 Not Used

3 CS/PDN/015

Operational Business Change —
Branch, Service Descriptions and
Schedule of Service Prices

4 SVM/SDM/SD/0014

Operational Business = Change
(Branch Change) Service: Service
Description

5 CS/SER/004

Message Broadcast Service: Service
Description

6 SVM/SDM/SD/0018

Message Broadcast: Service
Description

7 IM/STR/056

Counter Training Offices Strategy

8 SVM/SDM/SD/0003

Service Description for Data Centre
Operations Service

9 Not Used

Not Used

10 I SVM/SDM/SD/0013

Reference Data Management
Service: Service Description

11 I Not Used

Not Used

12 I CS/PDN/019

Horizon Icon Service Prices

13 I PA/PER/033

Horizon Capacity Management and
Business Volumes

14 I CS/FS/003

Fujitsu Services/Post Office Ltd
Operational Business Change —
Branch, Interface Agreement

15 I SVM/SDM/SD/0014

Operational Business Change
(Branch Change) Service: Service
Description

16 I Not Used

Not Used

17 I CS/SER/016

Service Description for the Security
Management Service

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18 I SVM/SDM/SD/0017

Security Management — Service:
Service Description

19 I Not Used

Not Used

20 I BP/SPE/046

APOP Definition

21 I COM/MGT/PRO/0002

HNG-X Baseline Open Book
Information

22 I Allreferences tod

Software Register

23 I SVM/SDM/SD/1977

Salesforce Support Service Service
Description

24 I SVM/SDM/SD/2191

POLSAP Hosting Service Service
Description

25 I Not Used

Not Used

26 I SVM/SDM/SD/2192

Credence/MDM_ Service Service
Descriptio

18.2 There are no CRDs associated with this Schedule D1.

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ANNEX A
Part 1
BRANCH AND COUNTER POSITION LIMITS
2007 [2008 [2009 ~[ 2010 [2011 I 2012 I 2018 [2014 I 2015 I 2016to end
of term
1 I Maximum Number of I 14257 I 14509 I 13843 I 13640 I 13441 I 13241 I 13038 I 12638 I 12638 I 12638
Branches
2) Maximum number of 35617 35330 35068 34812 34553, 34253 33953 33653 33353, 33353,
Counter Positions
3 I Old Style Mobile 273-I 283~—~«I 2e4—«I aes S«I A S«d A S«*d CBA SC* DB S* «C2
Configurations
(included in rows 4 and
2)
7 New Siyle Mobile 40 0 40 70 40 ry 40 40 70 40
Configurations
(included in rows 1 and
2)
3 I CTOs (included in row I 57 37 7 37 37 37 37 37 37 a7
1)
I New CTO 374 I 374 I 374 I ava I 74 I 374 I 374 I B74 I a7 __I B74
Configurations
{included in row 2)
7 I BFPO Branches cry a5 5 5 ®
{included in row 1)

Schedule D1 Annex A Version 14.0

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Part 2

OTHER LIMITS

Branch geography

United Kingdom

Single position
gateway

configurations
installed (each

Within the overall limits in
the Branch and Counter
Positions Limits Table:

With an additional float of 15 single
position gateway configurations for
Operational Business Change
purposes.

Office Clients with
PODG Gold
Service Delivery

the Post Office
Data Gateway
Service

Type supported by

having two hard 7,200
disks and a Limit applies until completion of
communications Associated Change Activity A7.
card)
i) Sum of: Within the overall limits in With an additional float of 35 multi-
the Branch and Counter position gateway configurations for
Multi-position Positions Limits Table: Operational Business Change
gateway purposes.
configurations; and I 16,715
Limit applies until completion of
Single position Associated Change Activity A7.
gateway
configurations
installed
(each having a
communications
card)
iy Number of Post 5

Provision of the
Managed Switch

amended by
CCN1402

Service introduced
by CCN1308b and

Provision to 820 Branches

Provision beyond 820 Branches to
be separately impacted by a
subsequent CCN

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ANNEX B

OPERATIONAL CHARGES TABLE

Copy of Extension
CCN Finances confror

The Operational Charges Table is in this embedded file “D1- Annex B V14.xIs”

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ANNEX C
TRIGGER POINT TABLE
[ Operational Trigger Point Planned Date Charge I Late Costto Post I Charge to be adjusted
Service (as at CCN1246) element Office (cost and (Operational Fixed
margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Service Desk Counter Application Roll I 18 September 2009 I Cost Unit Charge per
Service Out Complete (T6) Counter Position
Price 1.43 I Unit Charge per
Counter Position
Engineering Counter Application Roll Price 3,280 I Fixed Charges
Service Out Complete (T6) 18 September 2009 I Cost Unit Charge per
Counter Position
Price 6.43 I Unit Charge per
Counter Position
Data Centre Data Centre Ready for 6 March 2009 Price 486,682.68 I Fixed Charges
Operations Service I HNG-X (T5)
Cost Unit Charge per 1% Volume
Forecast Reduction
Price 4,086.29 I Unit Charge per 1% Volume
Forecast Reduction

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I Operational Trigger Point Planned Date Charge I Late Cost to Post Charge to be adjusted
I Service (as at CCN1246) element Ofnee (cost and (Operational Fixed
margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Data Centre Counter Application Roll I 18 September 2009 I Price 225,444.03 I Fixed Charges
Operations Service I Out Complete (T6)
Cost Unit Charge per 1% Volume
Forecast Reduction
Price 1,323.35 I Unit Charge per 1% Volume
Forecast Reduction
Central Network Wigan/Bootle 23 February 2010 Price 105,479 I Fixed Charges

Service

Third Line Software
Support Service

Application Support
Service (Fourth
Line)

Reference Data
Management
Service

Decommissioned (T4)

Counter Application Roll
Out Complete (T6)

Counter Application Roll
Out Complete (T6)

Counter Application Roll
Out Complete (T6)

Schedule D1 Annex C Version 12.0

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18 September 2009

18 September 2009

18 September 2009

Price

Cost

Price

Price

Price

350,673

1,286

290,671.12

1,194

Fixed Charges

Unit Charge per POL
Service Type

Unit Charge per POL
Service Type

Fixed Charges

Fixed Charges

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Operational Trigger Point Planned Date Charge I Late Cost to Post Charge to be adjusted
Service (as at CCN1246) element Ofnee (cost and (Operational Fixed
margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Reconciliation Counter Application Roll I 18 September 2009 I Price 8,837 I Fixed Charges
Service Out Complete (T6)
Operational Counter Application Roll I 18 September 2009 I Price 32,121 I Fixed Charges
Business Change Out Complete (T6)
(Branch Change)
Service
Systems Counter Application Roll I 18 September 2009 I Cost Unit Charge per
Management Out Complete (T6) Counter Po: n
Service Price 4.00 I Unit Charge per
Counter Position
Service Counter Application Roll I 18 September 2009 I Cost Unit Charge per POL
Management Out Complete (T6) Service Type
Service Cost Unit Charge per Branch
Price 129.02 I Unit Charge per POL
Service Type
Price 0.180 I Unit Charge per Branch

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ANNEX D
CCN SERVICE LIST
CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event I Charge
first
becomes
payable
CCN641a_ I Disaster recovery for
Huthwaite Gateway:
Equipment rental £917.00 January Not
2003 indexed
Maintenance and support £2,223.63 January Subject to
2003 RPI
CCN733b I Automated Payments Client
Spec. for DVLNI
Equipment maintenance & £101.00 January Not
ISDN rental 2003 indexed
Administration & support £154.44 January Subject to
2003 RPI
CCN739 Introduce Standard Life As
An AP Client With A Direct
Connection To Fujitsu
Services
Equipment maintenance & £101.00 January Not
ISDN rental 2003 Indexed
Administration & support £154.44 January Subject to
2003 RPI
CCN800 Connection to Girobank
Disaster Recovery site
Equipment maintenance and I £94.00 January Not
ISDN rental 2003 indexed
Administration and support £153.54 January Subject to
2003 RPI

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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
Preparation and operation of Up to 10 Subject to
regular test (max two per man days RPI
year) at £772.55
per day
SENSO Changes to AP Client take-on
an ,
CCN1163 and Token Verification
services
Client Take on Facility January Subject to
2003 RPI
£2,110.85
Client Take on (regression) £1,214.37 February Subject to
Facility 2003 RPI
CCN832 I Introduce Quantrill as an APS.
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance and I £94.00 January Not
ISDN rental 2003 indexed
Administration and support £153.54 January Subject to
2003 RPI
CCN869b I Introduce AON Ltd as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN872 I introduce ESP as an APS
Client with a Direct Interface
to Fujitsu Services

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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly i
event Charge
first
becomes
payable
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN937 Introduce First Rate as an
APS Client with a Direct
Interface to Fujitsu Services
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN799 Introduce DVLA as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance and I £94 January Not
ISDN rental 2003 indexed
Administration and support £204.70 January Subject to
2003 RPI
CCN972 Introduce CAPO as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance £60.36 January Subject to
2003 RPI
ISDN rental £130.33 January Not
2003 indexed

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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
Administration and support £193.36 January Subject to
2003 RPI
Annual DR test Up to8 Subject to
man days RPI
at £772.55
per day
CCN1102 I Complete Introduction of
b National Savings and
Investments as an APS Client
Equipment maintenance and I £181.90 August Not
ISDN rental 2003 indexed
Administration and support £313.20 August Subject to
2003 RPI
Annual Disaster Recovery Up to5 Subject to
Test man days RPI
at £772.55
per day
CCN1120 I Complete introduction of
a Prudential as an APS Client
Equipment Maintenance £30.65 March Subject to
2004 RPI
ISDN Rental £69.00 March Not
2004 indexed
Administration and support £193.28 March Subject to
2004 RPI
CCN1138 Introduction file transfer
interfaces to DES / EDG
Equipment Maintenance £48.25 October Subject to
2004 RPI

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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
Administration and support £193.24 October Subject to
2004 RPI
Annual DR Test Up to5 Subject to
man days RPI
at £772.55
per day
CCN1223 I Charges for execution of Up to 2 Subject to
Business Continuity tests man days RPI
at £772.55
per day
CCN1276 I Change from Postshops £7,568.00 I £513.33 April 2010 I Subject to
a Service to Superstock RPI
Service
CCN1270 I Introduction of POLSAP £126,278 September I Subject to
Services (Phase 1) 2010 RPI
CCN1322 Salesforce Support Service £9,721.07 Aug 2012 Subject to
b Fixed Charge in Year 4 RPI from
£8,921.79 April 2013
in Year 2
£8,397.79
in Year 3
Escalated Calls Fixed charge I 2,025.00 Aug 2012 Subject to
RPI from
April 2013
Salesforce Support Service Various Aug 2012 Subject to
Variable charges increases
as
published
on the
Fujitsu
Global
Cloud Tariff

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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
CCN1502 Contractual Volume Increase I £19,767.63 June 2015 I Subject to
a for PA/PER/033 - Post Office RPI
Data Gateway (PODG)

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VARIATIONS IN MONTHLY CHARGES

ANNEX E

Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1208

Engineering
Service; Unit
Charge per
Counter
Position for the
year 2007

£0.13

01/11/2006

CCN1202

Data Centre
Operations
Service: Fixed
Charges

£5,517 per month

01/07/2007

CCN1202

Data Centre
Operations
Service: Unit
Charge per 1%
Volume
Forecast
Reduction

£27.59 per month

01/07/2007

CCN1213

-£0.03 per month

01/04/2007

CCN1219

£0.46 per month

01/01/2008

CCN1235a

Data Centre
Operations
Service: Fixed
Charges

£1,427.74 per month

01/10/2007

CCN1235a

Data Centre
Operations
Service: Unit
Charge per 1%
Volume
Forecast
Reduction

£7.13 per month

01/10/2007

CCN1235a

Central
Network
Service: Fixed
Charges

£48.43 per month

01/10/2007

CCN1235a

Third Line
Software
Support

£1,843.44 per month

01/10/2007

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service: Fixed
Charges

CCN1243

Third Line
Software
Support
Service: Fixed
Charges

£1,132 per month

01/11/2008

CCN 1244a

Branch
Network
Service: Fixed
Charges

£ 4,526.37 per month

01/10/2008

CCN 1244

CMT Service:
Fixed Charges

£ 785.00 per month

01/01/2009

CCN1246

Data Centre
Ops Service:
Fixed Charges

(£83,333 per month)

01/04/2008

CCN1246

Data Centre
Ops Service:
Fixed Charges

( minus £84,083 per month)

01/04/2009

CCN 1253

Central
Network
Service: Fixed
Charges

£1,150.00 per month

1 January
2008

CCN 1252a

Data Centre
Operations
Service: Fixed
Charges

£20,640 per month

1 February
2009

CCN 1252a

Central
Network
Service: Fixed
Charges

£1,866 per month

1 February
2009

CCN 1252a

Systems
Management
Service: Fixed
Charges

£2,239 per month

1 February
2009

CCN 1252a

Service
Management
Service: Fixed
Charges

£6,219 per month

1 February
2009

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Number of Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
CCN 1252a Security £622 per month 1 February
Management 2009
Service: Fixed
Charge
CCN 1254a Reference Data I £171.00 per month 1 January
Management 2009
Service Fixed
Charge
CCN 1254a Third Line £1,863.00 per month 41 January
Software 2009
Support
Service
CCN 1254a Service £385.00 per month 41 January
Management 2009
Service
CCN1266b Third Line £5,646.42 per month 1 September
Software 2010
Support
Service: Fixed
Charges
CCN1275 Central £3,047.26 per month Effective date
Network of change is
Services: Fixed anticipated to
Charges be 1st March
2011 but will

be confirmed
and updated

retrospectively
via the Change
Control
Procedure
CCN1270 Service Desk £15,563 per month 1st September
Service: Fixed 2010
Charges
CCN1270 Data Centre £8,584 per month 1st September
Operations 2010
Service: Fixed
Charges
CCN1270 Application £102,131 per month 1st September
Support 2010
Service (4th

Schedule D1 Annex E Version 14.0
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Number of Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
Line): Fixed
Charges
CCN1272 Data Centre £134,334 per month 1st February
Operations 2010
Service: Fixed
Charges
CCN1291 Service £1,696.37 per month 41t September
Management 2010
Charges: Fixed
Charges
CCN1292 Third Line £ -1676.25 per month 1 September
Software 2010
Support
Service: Fixed
Charges
CCN 1293 Application £4,295.41 per month 1 September
Support 2010
Service (4th
Line): Fixed
Charges
£1,214.61 per month 1 April 2011
£1,241.81 per month 1 April 2012
£1,161.55 per month 1 April 2013
£1,182.15 per month 1 April 2014
CCN 1297 Data Centre £ 118.00 per month 1 October
Operations 2010
Service: Fixed
Charges
Central £621.00 per month 1 October
Network 2010
Service: Fixed
Charges
CCN1289a Engineering £15853.39 per month (and for 1 October
Services Fixed I subsequent Financial Years the variation 2010
Charges to the monthly fixed charge is
2012: £4,404.00
2013: £5202.58)
CCN 1304b Application £1,582 per month 1 April 2011
Support

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Number of Row Changed Value (£) of Change
CCN. in Annex B
(Description)

Effective Date
of Change

Service (Fourth
Line)

CCN1281d Branch £1,406.25 per month
Network
Service: Fixed
Charges

1 April 2011

£1406.25 per month

1 April 2012

CCN 1309a Security £9383.40 per month
Management
Service: Fixed
Charges

1st October
2010

CCN 1310b I Third Line £1926.00 per month
Software
Support
Service: Fixed
Charges

1st September
2011

Application £1019.25 per month
Support
Service (Fourth
Line): Fixed
Charges

18' September
2011

Application £1875.00 per month
Support
Service (Fourth
Line): Fixed
Charges

48 April 2012

CCN 1318a I Data Centre £2,119.79
Operations
Service: fixed
charges

48t April 2012

CCN 1307a Data Centre £333.33
Operations
Service: fixed
charges

1st April 2012

Central £1,639.89
Network
Service: fixed
charges

48 April 2012

Systems £656.00
Management

18 April 2012

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service: fixed
charges

Third Line
Software
Support
Service: Fixed
Charges

£711.11

41st April 2012

Service
Management
Service: Fixed
Charges

£3,405.00

18t April 2012

Security
Management
Service: Fixed
Charges

£656.00

418t April 2012

Application
Support
Service: Fixed
Charges

£3,156.29

48t April 2012

CCN 1311b

Branch
Network
Service: Fixed
Charges

£3125.00 per month

From the
Month
following
completion of
the roll-out
(anticipated to
be May 2012
at time of CCN
approval).

CCN 1325a

Data Centre
Operations
Service: fixed
charges

- £951.59 per month

1st June 2012

CCN 1327a

Service Desk
Service: Fixed
Charges

-£16,310.02 per month

41st April 2012

CCN 1327a

Application
Support
Service (Fourth
Line): Fixed
Charge

£16,310.02 per month

18t April 2012

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Number of Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
CCN 1328b Data Centre £140,504.62 per month (st April 2013
Operations
Fixed Charges
CNN 1328b Service £10,575.62 per month 1st April 2013
Management
Service Fixed
Charges
CCN 1332a Service £155.33 per month 1stApril 2013
Management
Service Fixed
Charges
CCN 1332a__I Application £2,029.32 per month 1st April 2013
Support
Service (Fourth
Line) Fixed
Charges
CCN 1332a Security £22,263.33 per month 1st November
Management 2012
Service Fixed
Charges
CCN 1332a Data Centre £1,658.00 per month 1st January
Operations 2013
Fixed Charges
CCN 1313c I Third Line £472.62 per month From the date
Software of go-live of
Support the fourth
Service: Unit GWS Client
Charge per
GWS client
CCN 1313c¢ Service £207.24 per month From the date
Management of go-live of
Service : Unit the fourth
Charge per GWS Client
GWS client
CCN1316a Security £197.75 48' April 2012
Management
Service: Fixed
Charges
CCN1341 Data Centre £169.04 May 1st 2013

Operations

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service — Fixed
Charge

CCN1341

Central
Network
Service — Fixed
Charge

£1,370.94

May 1st 2013

CCN1341

Application
Support
Service (Fourth
Line) Service -
Fixed Charge

£1,264.36

May 1st 2013

CCN1341

Operational
Security
Service — Fixed
Charge

£617.96

May 1st 2013

CCN1308b

Service Desk
Service: Fixed
charges

£4,346.71 per month

01/07/2013

CCN1308b

Central
Network
Service: fixed
charges

£5,486.50 per month

01/07/2013

CCN1308b

Engineering
Service: Fixed
Charges

£902.37 per month

01/07/2013

CCN1308b

Third Line
Software
Support
Service: Fixed
Charges

£305.90 per month

01/07/2013

CCN1308b

Service
Management
Service: Fixed
Charges

£5,463.01 per month

01/07/2013

CCN1308b

Branch
Network
Service: Fixed
Charges

£6,811.20 per month

01/07/2013

CCN1308b

Systems
Management

£7,060.39 per month

01/07/2013

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service: Fixed
Charges

CCN1308b

Application
Support
Service (Fourth
Line): Fixed
Charges

£5,648.31 per month

01/07/2013

CCN1342a

Service Desk
Service: Fixed
Charges

£583 per month

1st July 2013

CCN1342a

Data Centre
Operations
Service: Fixed
Charges

£1,849.82 per month

1st July 2013

CCN1342a

Central
Network
Service : Fixed
Charges

£58.75 per month

1st July 2013

CCN1342a

Application
Support service
(4th Line) :
Fixed Charges

£705 per month

1st July 2013

CCN1342a

Systems
Management
Service: Fixed
Charges

£723.75 per month

1st July 2013

CCN1342a

Security
Management
Service: Fixed
Charges

£705 per month

1st July 2013

CCN 1348b

Reference Data
Management
Service: Fixed
Charges

£10,000.00 per month

1st September
2013

CCN1340

Salesforce
Support
Service
Introduction of
UAT
Environment:
Fixed Charges

£1,157.75

1 June 2013

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1400

Data Centre
Operations
Service: Fixed
Charge

(minus £63,659.11 per month)

41 April 2014

CCN1400

Applications
Support
Service (4th
Line) :Fixed
Charges

(minus £133,802.42per month)

1 April 2014

CCN1400

Service Desk
Service: Fixed
Charges

minus £3,506.26 per month)

1 October
2013

CCN1400

Service Desk
Service: Unit
charge per
counter
position

(minus £1.05 per month)

1 October
2013

CCN1400

Service Desk
Service:
Service
Management
element

(minus £0.09 per month)

1 October
2013

CCN1400

Service Desk
Service :Fixed
Charges

(minus £807.15 per month)

1 April 2014

CCN1400

Service
Management
Service
Charges: Fixed
Charges

(minus £9,203.55per month)

1 April 2014

CCN1400

Central
Network
Service: Fixed
Charge

(minus £2,185.15per month

1 April 2014

CCN1400

Systems
Management
Service: Fixed
Charge

(minus £2,621.95per month)

1 April 2014

CCN1400

Security
Management

(minus £728.38per month)

1 April 2014

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service: Fixed
Charge

CCN1400

POLSAP
Hosting
Services

£42,661.24 per month

1 April 2014

CCN1400

POLSAP
Applications
Support
Services

£134,609.58per month

1 April 2014

CCN1400

Credence/MDM
Service

£35,736.91 per month

1 April 2014

CCN1402

Service Desk
Service: Fixed
Charges

£376.71 per month

01/02/2014

CCN1402

Central
Network
Charges: Fixed
Charges

£475.50 per month

01/02/2014

CCN1402

Engineering
Services: Fixed
Charges

£78.21 per month

01/02/2014

CCN1402

Third Line
Software
Support
Service: Fixed
Charges

£26.51 per month

01/02/2014

CCN1402

Branch
Network
Service: Fixed
Charges

£590.30 per month

01/02/2014

CCN1403

Central
Network
Service: Fixed
Charge

£370.80 per month

4st May 2014

CCN1403

Service
Management
Service: Fixed
Charge

£284.97 per month

1st May 2014

CCN1404

Security
Management

£1,322.96

4st April 2015

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service Fixed
Charges

CCN1404

Application
Support
Service (Fourth
Line) Fixed
Charges

£7,617.67

4st April 2015

CCN1404

Branch
Network
Service: Fixed
Charges

£6,811.20

1stApril 2015

CCN1404

Central
Network
Service Fixed
Charges

£6,916.19

1st April 2015

CCN1404

Data Centre
Operations
Service Fixed
Charges

£2,018.46

4st April 2015

CCN1404

Reference Data
Management
Service
charging
amendment
Fixed Charges

£10,000.00

1st April 2015

CCN1404

Service
Management
Service: Fixed
Charges

£5,463.01

1st April 2015

CCN1404

Systems
Management
Service: Fixed
Charges

£7,784.14

1st April 2015

CCN1404

Third Line
Software
Support
Service: Fixed
Charges

£305.90

4st April 2015

CCN1409a

Service Desk
Service

-£16,896.80 (plus associated Variable
Charges)

3° July 2014

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1409a

Service
Management
Service

£51,733.83 per month

39 July 2014 —
318 March
2015

CCN1409a

Service
Management
Service

£22,085.13 per month

48' April 2015

CCN1409a

Management
Information
Service

-£442.09 per month

3° July 2014

CCN1409a

Security
Management
Service

-£683.08 per month

3 July 2014

CCN1410

Application
Support
Service:
(Fourth Line)
Fixed Charge

£1,740.90 per month

4st April 2014

CCN1410

Application
Support
Service:
(Fourth Line)
Fixed Charge

£1,740.90 per month

41st August
2014

CCN1339a

Data Centre
Operations
Service: fixed
charges
(Reduction)

-£10,513.75

4st July 2015

CCN1339a

Systems
Management
Service: fixed
charges
(Increase)

£1,907.81

45t July 2015

CCN1339a

Security
Management
Service: fixed
charges
(Increase)

£294.86

4st July 2015

CCN1338

Data Centre
Operations
Service: Fixed
Charge

£472.97

18'March 2014

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1338

Systems
Management
Service: Fixed
Charge

£12,109.74

18tMarch 2014

CCN1338

Service
Management
Service: Fixed
Charge

£3,160.41

1st March 2014

CCN1338

Third Line
Software
Support
Service: Fixed
Charge

£2,456.41

48'March 2014

CCN1338

Application
Support
Service (Fourth
Line): Fixed
Charge

£2,576.28

4st March 2014

CCN1338

Central
Network
Service: Fixed
Charge

£8,195.03

18tMarch 2014

CCN1411

Security
Management
Service: Fixed
Charge

£213.73

01st October
2014

CCN1411

Application
Support
Service (Fourth
Line) [Fixed
Charge]

£1,581.60

01st October
2014

CCN1411

Systems
Management
Service [Fixed
Charge]

£242.81

01st October
2014

CCN1411

Central
Network
Service [Fixed
Charge]

£322.26

01st October
2014

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Number of Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
Salesforce
Support £10,080,90 01° April 2015
CCN1415 — 318T March
Service Fixed 2016
Charge
Salesforce
Si t 018 April 2015
upport Subject to charges as published on the pr
CONTA15 I Service Fujitsu Global Cloud Tariff = 31% March
Variable . 2016
charges
018 April 2015
CMT Service: 30"
CCN1414 £37,453.28 th
Fixed charge , Per mon September
2015
POLSAP 018 April 2015
CCN1418 Hosting Service I £40,183.61 — 3181 March
Fixed Charge 2016
Application
Support
Service (4"" st
CCN1408 Line): Unit £427.50 per client per month 018 April 2014
Charge per
GWS client
Systems
Management
CCN1408 Service: Unit £300.50 per client per month 018 April 2014
Charge per
GWS client
Security
Management
CCN1408 Service: Unit £50.08 per client per month 01 April 2014
Charge per
GWS client
Service
Management
CCN1408 Charges: Unit £488.08 per client per month 01 April 2014
Charge per
GWS client
Data Centre 41st April 2015
CCN1420a Operations £159,336.73 per month to 318t March

Fixed Charges

2016

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Number of Row Changed Value (£) of Change
CCN. in Annex B
(Description)

Effective Date
of Change

Data Centre
CCN1420a Operations £168,316.85 per month
Fixed Charges

18! April 2016

Service
Management
Service Fixed
Charges

CCN1420a £11,197.86 per month

48' April 2015

Operational
Business
Change £26,500.00 per month
CCN1421a (Branch
Change)
Service - Fixed
Charge

48' April 2015

Operational
Business
Change
(Branch £6,417.17 per month
CCN1421a Change)
Service —
Service
Management
Element

18 April 2015

CMT Service:
CCN1422 Fixed Charge £37,453.28 per month

1st October
2015 to 31st
March 2017

CCN1419 Credence/ £48,211.56
MDM Service
Fixed Charge
(12 month
extension)

418t April 2015

CCN1423c Management -£3,537.50
Information
Service, Fixed
Charges

1st April 2015

CCN1423c Management -£569.54
Information
Service,
Service
Management
Element

1st April 2015

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1423¢

Service
Management
Service, Unit
Charge per
Branch

£0.92

1st April 2015

CCN1423¢

Security
Management
Service, Unit
Charge per
Branch

-£0.07

1st April 2015

CCN1423c

Security
Management
Service,
Service
Management
Element

-£0.02

1st April 2015

CCN1429

Central
Network
Service: Fixed
Charges

(minus £1,494.54 per month.)

18t April 2015

CCN1500a

Data Centre
Operations
Service Fixed
Charge

£799,237.80

1st April 2017

Data Centre
Operations
Service Unit
Charge per 1%
Volume
Forecast
Reduction

£ 3,427.98

4st April 2017

Data Centre
Operations
Service:
Service
Management
Element

£275.79

41st April 2017

Central
Network
Service Fixed
Charges

£216,920.31

4st April 2017

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Central
Network
Service:
Service
Management
Element

£23,747.29

1st April 2017

Systems
Management
Service Fixed
Charge

£297,779.10

1st April 2017

Systems
Management
Service Unit
Charge per
Counter
Position

£0

4st April 2017

Systems
Management
Service Unit
Charge per
GWS client

£308.61

1st April 2017

Reference Data
Management
Service: Fixed
Charge

£74,733.55

4stApril 2017

Reference Data
Management
Service:
Service
Management
Element

£9,289.84

1st April 2017

Third Line
Software
Support
Service: Fixed
Charge

£107,027.01

4st April 2017

Third Line
Software
Support
Service: Unit
Charge per

£2,326.76

4st April 2017

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

POL Service
Type

Third Line
Software
Support
Service:
Service
Management
Element

£432.15

1st April 2017

Third Line
Software
Support
Service:
Incremental
Unit Charge
per GWS client

£444.03

4st April 2017

Management
Information
Service: Fixed
Charge

£26,952.39

1st April 2017

Management
Information
Service:
Service
Management
Element

£4,339.32

1st April 2017

Service
Management
Service Fixed
Charge

£131,169.03

4st April 2017

Service
Management
Service Unit
Charge per
POL Service
Type

£1,812.77

1st April 2017

Service
Management
Service Unit
Charge per
Branch

£0

4st April 2017

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Service
Management
Service Unit
Charge per
GWS client

£726.98

4st April 2017

Reconciliation
Service: Fixed
Charge

£17,357.32

4st April 2017

Reconciliation
Service:
Service
Management
Element

£4,122.36

1st April 2017

Security
Management
Service Fixed
Charge

£123,301.33

1st April 2017

Security
Management
Service Unit
Charge per
Branch

£0

4st April 2017

Security
Management
Service Unit
Charge per
GWS client

£51.43

4st April 2017

Security
Management
Service Service
Management
Element

£0

4st April 2017

Application
Support
Service (Fourth
Line): Fixed
Charge

£793,764.89

4st April 2017

Application
Support
Service (Fourth
Line): Unit

£439.04

41st April 2017

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Charge per
GWS client

CCN1501a

Central
Network
Service: Fixed
Charges

£7,024.20 per month

01/09/2015

CCN1502a

Data Centre
Operations
Service: fixed
charges

£856.10

01/06/2015

Central
Network
Service: fixed
charges

£786.40

01/06/2015

Systems
Management
Service: fixed
charges

£609.15

01/06/2015

Third Line
Software
Support
Service: Fixed
Charges

£1,391.84

01/06/2015

Service
Management
Service: Fixed
Charges

£10,165.38

01/06/2015

Security
Management
Service: Fixed
Charges

£1,015.81

01/06/2015

Application
Support
Service: Fixed
Charges

£4,942.95

01/06/2015

CCN1505

Application
Support
Service (Fourth
Line) Service —
Fixed Charges

£14,829 per month

1st October
2015

(to

31/03/2017)

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1600

Trinity 1 Credit

-665,724.75

4st April 2017

Invest to Save
Credit (note 1)

Variable based on mechanism, see
Schedule D1 Annex B

1st April 2017

CCN1512c

POLSAP
Hosting
Services

£44,426.55 per month

4st April 2016

CCN1512c

POLSAP
Applications
Support
Services

£142,952.94 per month

4st April 2016

CCN1509a

Application
Support
Service (Fourth
Line)

£960.00

01/11/2015

CCN1509a

Systems
Management
Service

£1,125.00

O1/11/2015

CCN1509a

Central
Network
Service

£300.00

O1/11/2015

CCN1509a

Third Line
Software
Support
Service

£1,290.00

O1/11/2015

CCN1509a

Service
Management
Service

£1,125.00

OL/11/2015

CCN 1606

Data Centre
Operations
Service, Fixed
Charges

£1,096.86

Ist April 2016

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Number of Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
CCN1606 Central £322.03 Ist April 2016
Network
Service, Fixed
Charges
CCN1606 Service £303.15 Ist April 2016
Management
Service, Fixed
Charges
CCN1609d POLSAP. £3,371.91 per month 5% October 2016
Hosting
Service, Fixed
Charges
CCN1609d POLSAP. -£144,668.38 per month 5* Octobert
Applications 2016
Support
Service, Fixed
Charges
CCN1618a HNG-x Test £195,180.00 per month 18 April 2017
Infrastructure to 318* March
2018 (not
subject to
indexation)
CCN1618a HNG-X Test £182,637 per month 45t April 2018
Infrastructure to 31st March
2019 (fifty
percent (50%)
of the amount
of these
monthly
Charges are
subject to
indexation)
CCN1620c POLSAP £260,092.83 01/04/2017
Hosting Service
- Fixed Charge I £56,058.23 per month 01/05/2017 —
30/09/2017
01/10/2017 —
£59,898.82 per month 31/12/2017

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

£55,772.34 per month

01/01/2018 —
31/03/2018

CCN1621

Branch
Network
Service - Fixed
Charge

Branch
Network
Service - Unit
Charge per
Branch using
the Branch
Network
Service

CMT Service —
Fixed Charge

Operational
Business
Change
(Branch
Change)
Service — Fixed
Charge

£113,977.44

£2.61

£38,509.16

£26,818.00

01/04/2017

01/04/2017

01/04/2017

01/04/2017

CCN1622a

HNG-X
Counter
Position and
HNG-A Gaps
Counter
Position
Infrastructure

£67,523.87 per month

18 April 2017
to 318t March
2018 (not
subject to
indexation)

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

CCN1622a

HNG-X
Counter
Position and
HNG-A Gaps
Counter
Position
Infrastructure

TBC but will not exceed a capped amount
of £67,523.87 per month

18t April 2018
to 31S* March
2019 (not
subject to
indexation)

CCN1624

Bracnch
Network
Service, Fixed
Charges

+£768.39

41st July 2017

CCN1624

Service
Mananagement
Service, Fixed
Chargs

+£535.50

4st July 2017

CCN1624

CMT Service,
Fixed Charges

+£1,040

4st July 2017

CCN1624

Reference Data
Management
Service, Fixed
Charges

+£5,356.34

4st July 2017

CCN1627a

Third Line
Software
Support
Service

+£570.47 per month

1st July 2017

The prices above reflect 2017/18
charges and will be subject to indexation
in accordance with the provisions in
Schedule D1.

CCN1631¢

Invest to Save
Credit

Variable based on mechanism, see
Schedule D1 Annex B

Note 1: Subject to £1.3m payment in of 1
April 2017 and £2.6m in quarter 3
financial year 2017-2018 (within 20
Working Days from the invoice date)

48t April 2017

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Number of Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
(£3.9m in total) as described in Schedule
D1 paragraph 17
CCN1633a POLSAP £284,218.52 01/04/2018
Hosting Service
- Fixed Charge I £74,062.88 per month 01/05/2018 —
31/12/2018
CCN1637b Operational £11,967.00 01/04/2018
Business
Change
(Branch
Change)
Service — Fixed
Charge
CCN1640a Application -£1,758.00 per month 4st November
Support 2017
Service:
(Fourth Line
(Fixed Charge)
CCN1650c HNG-X £174,296.68 per month 1st April 2019
Infrastructure to 31st March
2020 (not
subject to
indexation)
CCN1644a POLSAP £74,062.88 per month 01/01/2019-
Hosting Service 31/03/2019
- Fixed Charge
CCN1658c Data Centre £150.77 per month 1st August
Operations 2019
Service Fixed
Charge
CCN1657d Service +£130 per month 4st September
Management 2019
Service, Fixed
Charges
CCN1657d Service +£80 per month 1st September
Management 2019 until PIN
Pad Roll Out

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Number of Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
Service, Fixed Project is
Charges completed
CCN1657d Security +£1,158.00 per month 45t September
Management 2019
Service, Fixed
Charges
CCN1657d P2Pe Asset +£0.66 per Registered PIN Pad 18! September
Management 2019
Service, Unit
Charges per
Registered PIN
Pad
CCN1656a Central -£417.79 per month 4st September
Network 2019
Service, Fixed
Charge
CCN1656a Service -£321.08 per month 4st September
Management 2019
Service, Fixed
Charges
CCN1656a Service +£769.23 per month 4st April 2019
Management
Service, Fixed
Charges
CCN1652¢ HNG-A Gaps, I £49,863.76 per month 15 April 2019
SYSMAN3 and to 318t March
Residual 2020 (not
Release 17 subject to
Component indexation)
Infrastructure
CCN1655a POLSAP -£74,062.88 per month 14!" March
Hosting 2019
Service, Fixed
Charges
CCN1660a Security £820.41 per month 4st March
Management 2019

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Number of Row Changed Value (£) of Change Effective Date
CCN. in Annex B of Change
(Description)
Service Fixed
Charge
CCN1660a Security £1,053.03 per month 4st January
Management 2020
Service Fixed
Charge
CCN1660a Security £806.45 per month 4st October
Management 2019
Service Fixed
Charge
CCN1660a Security -£153.85 per month 4st July 2013
Management
Service Fixed
Charge
CCN1661a HNG-A Gaps, I £50,960.76 per month 48t April 2020
SYSMAN3S and to 31st March
Residual 2021 (not
Release 17 subject to
Component indexation)
Infrastructure
CCN1662a HNG-x Test £178,131.21 per month 15' April 2020
Infrastructure to 31st
December
2021 (subject
to indexation
on 18 April
2021)
CCN1665b Service +£130 per month 4st March 2020
Management
Service, Fixed
Charges
CCN1665b Security +£1,158.00 per month 4st March 2020
Management
Service, Fixed
Charges
CCN1665b P2Pe Asset +£0.66 per Registered PIN Pad per 4st April 2020
Management month
Service, Unit

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Number of
CCN.

Row Changed
in Annex B
(Description)

Value (£) of Change

Effective Date
of Change

Charges per
Registered PIN
Pad

CCN1648b

Central
Network
Service, Fixed
Charges

-£4,582.68

1st September
2018

CCN1648b

Third Line
Software
Support
Service, Fixed
Charges

-£2,435.72

1st September
2018

CCN1648b

Service
Management
Service, Fixed
Charges

-£1,238.15

1st September
2018

Note 1: Subject to £1.3m payment in of 1 April 2017 and £2.6m in quarter 3
financial year 2017-2018 (within 20 Working Days from the invoice date)

(£3.9m in total) as described in Schedule D1 paragraph 17

For the avoidance of doubt charges in the year ending March 2023 for any rows in Annex B of
Schedule D1 not specified above shall be £0, e.g. in relation to the Expiring Services,
Terminating Services and Invest to Save.”

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ANNEX F

Removed by CCN 1616b

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ANNEX G GAIN SHARE

Gain Share Payments Table

34,948 14,252 12,422 0 i) i) 0

CCN1204a April 2008 -

CCN1204a referred to in the table above relates to Post Office's initial order for 10,000 replacement counter printers. The Parties anticipate that Post Office
may, in its discretion, order additional counter printers and that, when the changes to the Agreement necessary in respect of such additional printers are
introduced under the Change Control Procedure, adjustments will be made in respect of the figures in the table above so that they are all positive. In the event
that no further printers are ordered by Post Office, beyond the initial order for 10,000 printers, the negative figures in the table above represent amounts that
shall be paid on a monthly basis in the Financial Years in question by Fujitsu Services to Post Office. The above figures have been calculated on the basis of
an agreed estimate of the value of consumables which will be required in respect of the replacement counter printers and therefore, on or about 1 April 2008,
Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consumables and those payments may be
amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or delayed by either party) in accordance
with Change Control Procedure.

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CCN1212 April 2008 . 71,633 19,407 21,697 i) i?) i) 0

CCN1212 referred to in the table above relates to Post Office's additional order for 16,000 replacement counter printers. The above figures have been calculated
on the basis of an agreed estimate of the value of consumables which will be required in respect of the replacement counter printers and therefore, on or about
1 April 2008, Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consumables and those
payments may be amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or delayed by either
party) in accordance with Change Control Procedure

CCN1213 April 2008 . 4,947 6,773 7,963 0 i) 0 0

CCN1213 referred to in the table above relates to Post Office's additional order for 9,000 replacement counter printers. The above figures have been calculated
on the basis of an agreed estimate of the value of consumables which will be required in respect of the replacement counter printers and therefore, on or about
1 April 2008, Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consumables and those
payments may be amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or delayed by either
party) in accordance with Change Control Procedure.

Schedule D1 Annex G Version 14.0
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CCN1219

January 2008

-9,766

-2,650

1,591

1,690

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SCHEDULE D2

ORDERING INVOICING AND PAYMENT

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

2.0 25/01/07 Baseline copy of 1.2

3.0 09/07/07 Baseline copy of 2.1

4.0 23/02/09 Baseline copy of 3.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes as per CCN1294d.

9.0 13/01/14 Applying changes as per CCN1349 and CCN1329a

10.0 10/09/15 Applying changes as per CCN1426 and moving all
Schedules to v10.0 in accordance with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with CCN1604

12.0 03/07/17 Applying changes as per CCN1610 and moving all
schedules to V12.0.

13.0 Updating as per CCN1616b, CCN1643 and moving all
Schedules to v13.0

14.0 20/12/2021 I Updating as per CCN1649, CCN1672a and moving all
Schedules to v14.0

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44

4.2

43

44

SCHEDULE D2

ORDERING INVOICING AND PAYMENT

PURPOSE

This Schedule sets out the procedures for:

1.1.1 the ordering of Call Off Services;

1.1.2 Not Used

1.1.3 the ordering of Work Packages;

1.1.4 the raising and issuing of invoices by Fujitsu Services; and
1.1.5 the payment of all invoices by Post Office.

ORDERING OF CALL OFF SERVICES

The ordering process and ordering points for each Call Off Service shall be as set out
in Service Description for that Service.

Paragraph removed by CCN1616B

ORDERING OF WORK PACKAGES

All Work Packages and Work Package Elements must be ordered by means of one or
more Work Orders.

A Work Order consists of:

4.2.1 the Agreed Form Change Work Order signed by both Parties in accordance
with this Schedule D2, being a single document comprising:

(a) agreed Change Work Order; and

(b) an agreed description of the Work Package or Work Package
Element which is the subject of the Work Order;

4.2.2 a Purchase Order issued by Post Office; and, where required,
4.2.3 a signed CCN in accordance with paragraph 4.6.

The description of a Work Package comprising only Professional Services may consist
solely of a description of:

43.1 the number of man days of effort by grade;
4.3.2 the start and end dates required; and
4.3.3 the nature of the task enabling the appropriate skill set to be identified.

The Change Work Order for a Work Package or Work Package Element shall specify:

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45

46

5.1

5.2

5.3

5.4

441 the terms and conditions, or in the case of Development Services, the set of
Agreed Form Terms & Conditions which shall apply to that Work Package
Element and any variations applicable to the Work Package or Work Package
Element in question;

44.2 any conditions to which the conclusion of the Work Order will be subject (for
example, any dependencies on the Post Office, and any acceptance criteria);

443 any estimated resources which will be required;

444 the gross price of the Work Package or Work Package Element;
445 where required, the number of the related CCN; and

446 the offer expiry date (the "Expiry Date").

Where a Work Package is broken down into a number of constituent Work Package
Elements, a master Agreed Form Change Work Order may be agreed for the Work
Package as a whole so that the Work Orders for its individual Work Package Elements
may incorporate, or be made subject to, such master Agreed Form Change Work Order
by reference.

Where the carrying out of a Work Order would require an amendmentto this Agreement,
the related CCN must be agreed by the Parties and signed before the Work Order is
placed.

PROCESS FOR AGREEING WORK ORDERS, MAJOR CHANGES TO WORK
ORDERS AND ADMINISTRATION

The process for agreeing Work Orders set out in this Schedule D2 and, in relation to
Development Services, also in Schedule B1.1:

5.1.1 may be used, subject to paragraph 5.2, for ordering any goods and services
as the Parties so agree; and

5.1.2 shall be used for ordering the Development Services referred to in paragraph
3.1 of Schedule B1.1. Unless agreed otherwise by the Parties in the
Commercial Relationship, the Work Ordering Procedure shall be the only
method by which Development Services can be procured by Post Office from
Fujitsu Services.

Work Orders shall not be used for:

5.2.1 Operational Business Change (except for multiple Operational Business
Changes that the Parties wish to undertake in a single exercise);

5.2.2 work required in respect of subject information requests under the Data
Protection Act 1998, as to which the provisions of paragraph 2.4.7 of Schedule
A4 shall apply; or

5.2.3 Paragraph removed by CCN1616b.

The processes set out in Schedule B1.1 and this Schedule D2 are subject to the
governance arrangements set out in Schedule A2.

Requests for Work Packages, Agreed Form Change Work Order and Purchase Orders
shall be sent by Post Office to the address notified to it by Fujitsu Services in accordance
with Clause 57 or as otherwise agreed by the Parties.

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5.5

5.6

5.7

5.8

5.9

5.10

Proposals for Work Packages and Agreed Form Change Work Order shall be sent by
Fujitsu Services to the Post Office Contract Management.

Fujitsu Services' authorised representative shall, subject to paragraph 5.7, within three
weeks of receipt of a request for a Work Package from Post Office in accordance with
paragraph 5.4 or where this is not possible, within such other reasonable timeframe as
Fujitsu Services may notify Post Office Contract Management, offer to carry out Work
Packages on the Change Work Order by signing a proposed Agreed Form Terms &
Conditions in relation thereto and delivering it to Post Office Contract Management,
Finsbury Dials, 1st Floor, 20, Finsbury Street, London, EC2Y 9AQ. If a CCN is required,
a copy of the completed CCN signed by Fujitsu Services shall accompany the proposed
Agreed Form Change Work Order. The offer may be taken up by Post Office in the
manner described in paragraph 5.8 up to midnight on the Expiry Date.

In relation to any requests for a Work Package that involve software development
received from Post Office in accordance with paragraph 5.4 that, in order to provide a
detailed response, would require analysis to be undertaken by Fujitsu Services after 31
March 2010, Fujitsu Services' obligation under paragraph 5.6 shall be for its authorised
representative to provide Post Office within three weeks of receipt of that Work Package
request with a high level response indicating the charges that would be payable by Post
Office to Fujitsu Services for providing a detailed response to the Work Package
request. Such high level response shall set out:

5.7.1 the number of man days of effort required by grade;
57.2 lead times, start and end dates for the work required; and

5.7.3 the nature of the task envisaged, to enable the appropriate skill set to be
identified.

Following review of such high level response, Post Office shall, within a reasonable
period, notify Fujitsu Services whether it wishes Fujitsu Services to respond to the
request for Work Package on the terms proposed by Fujitsu Services (or such other
terms as the Parties may agree) and if so shall authorise Fujitsu Services to produce a
detailed response on those terms and otherwise in accordance with paragraph 5.6.

To place the Work Order for the Work Package on the basis of the Change Work Order,
Post Office Contract Management shall:

5.8.1 counter-sign the proposed Agreed Form Terms & Conditions;
5.8.2 where a CCN is required, counter-sign the CCN;

5.8.3 raise a Purchase Order in the amount of the gross price for the Work Package
or Work Package Element and enter the Purchase Order number on to the
signature sheet of the Agreed Form Terms & Conditions; and

5.8.4 deliver them to Fujitsu Services at the address referred to in paragraph 5.4
before midnight on the Expiry Date.

If a Work Order is received after the Expiry Date, Fujitsu Services may return the Work
Order to Post Office within five Working Days clearly marked “rejected”, in which case
it shall be of no effect. If not so returned, it shall be deemed accepted notwithstanding
that it was received after the Expiry Date.

If following the placing of a Work Order one or other Party discovers that it involves
changes to the Agreement such that a CCN should have been agreed beforehand, that
Party shall notify the other immediately and the Commercial Leads shall discuss the
matter as soon as possible. If the Parties are unable to agree a CCN or a restriction of

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5.12

5.13

scope of the Work Order to avoid the need for a CCN, the Work Order shall be
suspended and the costs committed on the Work Order up to that date shall be
apportioned between the Parties equally.

Except where some other basis of charging has been agreed in the relevant Change
Work Order, actual charges in relation to Work Orders in respect of Work Packages for
Development Services shall be calculated in accordance with paragraph 8 of Schedule
D1 on the basis of actual hours recorded.

Changes to the description of a Work Package or Work Package Element, the Change
Work Order or other documents in approved form that are the subject of or incorporated
in a Work Order that do not involve:

5.12.1. a net increase to the relevant budget;
5.12.2 an overall extension of Release timescales; or

5.12.3 any significant increase to the risks assumed by Fujitsu Services or Post Office
in the delivery or receipt of Services, prospective Services or the performance
of work pursuant to a Work Order,

may be made in accordance with the Change Control Procedure.

The following provisions shall apply in relation to changes to the description of a Work
Package or Work Package Element, the Change Work Order or other documents in
approved form that are the subject of or incorporated in a Work Order (the “Original
Work Order”) that cannot be made in accordance with paragraph 5.12:

5.13.1 the request by Post Office or proposal by Fujitsu Services for that change shall
be dealt with in the same manner and in the same timescales as a request or
proposal for Work Package, as described in paragraphs 5.1 to 5.9; and

5.13.2 the outcome of that request or proposal shall, if the change is approved by
both Parties, be a new Work Order related to the Original Work Order.

5.14 The Charges contained within a CWO may comprise of the following two elements:

6.1

ASM Development Capacity Resources —funded and reported under the ASM
arrangement in accordance with the provisions in CCN1642. The availability of ASM
Development Capacity Resources may be affected by work on problem resolution and
other changes and may require an additional CR/CWO or an adjustment to timescale to

complete the activities.
Resources — funded on a Time and Materials basis by the CWO.

FREQUENCY AND TIMING OF INVOICES

Schedule D1 Monthly Charges

6.1.1 Fujitsu Services shall raise invoices calendar monthly in arrear for the:
Operational Charges; the pre-paid Development Charges set out in paragraph
10.1 of Schedule D1; the Charges for Fujitsu Services' members of the SIP
set out in paragraph 11 of Schedule D1; the Gain Share payments set out in
Annex G to Schedule D1; the Charges for Hardware set out in paragraph 15

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of Schedule D1; and the Charges for DDS set out in Appendix 5 to Schedule
13 (Digital Development Services).

Additionally, Fujitsu Services shall raise invoices for the Charges set out in
following paragraphs of Schedule D1 as they arise, calendar monthly in arrear:
3.1 (Charges for margin protection); 5.9 (Charges for CCN services); 7, other
than paragraph 7.1 (Charges for Call Off Services); 12 (Charges for Transfer
Services); and 13 (Charges for capacity additions).

For the purposes of this Schedule D2 each calendar month shall constitute an
“Invoicing Period” and each Invoicing Period shall commence on the first (1st)
day of the relevant calendar month and end on the last day of that calendar
month.

6.2 Qperational Business Change (Branch Change) Service

Fujitsu Services shall raise invoices for the Charges for the Operational Business
Change (Branch Change) Service under paragraph 7.1 of Schedule D1 quarterly in

arrear.

6.3 Third Party Management Services

Unless the Parties agree otherwise in the relevant CCN, Fujitsu Services shall invoice
calendar monthly in arrear for its Charges in respect of each addition to the Third Party
Management Service introduced under the Change Control Procedure.

6.4 Work Orders

6.4.1

6.4.2

6.4.3

Fujitsu Services shall raise invoices for Work Orders in accordance with the
charging mechanism and payment schedule set out in the applicable Change
Work Order.

In the event that the Change Work Order do not contain this information:

(a) payment for Work Orders where the Work Package or Work
Package Element consists of the provision of Professional Services
shall be made monthly as each month's work is completed;

(b) payment for other Work Orders shall be made once the Work
Package or Work Package Element has been completed and Post
Office has confirmed in writing that all specified acceptance criteria
has been satisfied;

(c) The resourcing man days to support each activity under a Change
Work Order will be charged on a time and materials basis using (i)
the Rate Card as agreed in the relevant Change Work Order; and
(ii) actual time incurred by Fujitsu Services in providing the support
to Post Office, subject always to paragraph 3.1.3 of this Schedule
and as evidenced by the timesheets provided by Fujitsu Services to
Post Office by end of each month for Post Office's review and
approval prior to invoicing.

(d) the payment terms set out in paragraph 10 shall apply to any such
payment.

A Work Order (but not any CCN forming part of that Work Order) shall be
deemed to be “closed”;

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(a) when:

(i) the Work Package or Work Package Element which is the
subject matter of that Work Order has been completed
and, if acceptance criteria are specified in the Work Order,
Post Office has confirmed in writing that all those criteria
have been satisfied; or

(ii) Post Office terminates or cancels the Work Order (where
it is entitled to do so); or

(iii) any specified period for carrying out the work in the Work
Order expires; and

(b) when Fujitsu Services has confirmed in writing that all invoices for
that Work Order (which will be listed by Fujitsu Services) have been
raised; and

(c) when Post Office has confirmed in writing that none of those invoices

65

6.6

67

68

are disputed.

6.4.4 Once a Work Order has been closed no further invoices may be raised for that
Work Order. Invoices may continue to be raised for any Charges due to be
paid in respect of any CCN forming part of a closed Work Order.

64.5 A CWO containing time and materials Rate Card Charges is impacted based
on an activity estimate. There are some instances where the actual effort
required to deliver a CWO will exceed the estimate and as soon as Fujitsu
Services become aware it will liaise with the Post Office CWO owner, Project
Owner or Project Manager to highlight the predicted over spend and where
required will (i) if the excess amount meets the criteria under Schedule A3
(Change Control) raise a Change Control Note or a CWO; or (ii) get the excess
amount signed off by Post Office in writing.

Paragraph removed by CCN1616b
Other amounts

To the extent not otherwise provided for under paragraph 6, Fujitsu Services shall raise
invoices for any Charges, reimbursement of costs and/or expenses and/or other
amounts due under this Agreement in accordance with the relevant provisions of this
Agreement. Payment in respect of the reimbursement of any costs and/or expenses
incurred by Fujitsu Services (together with any margin thereon to which Fujitsu Services
is entitled) shall be due once such costs and/or expenses have been incurred by Fujitsu
Services and subject to paragraph 10.2.

Discrete invoices and Delivery Point

Fujitsu Services shall invoice separately for each of the above and deliver all invoices
and credit notes as scanned documents electronically to:

POLContractManagement@.
will not be sent to Post Office Ltd.

‘or the avoidance of doubt, paper copies

Post Office Data Gateway (PODG) Client Connection Service

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7.4

7.2

73

74

Fujitsu Services shall raise invoices for the Charges for the Post Office Data Gateway
(PODG) Client Connection Service under paragraph 7.12 and 7.13 of Schedule D1
monthly in arrears.

INVOICE DESIGN

Fujitsu Services shall ensure that the invoice design conforms to the Customs and
Excise requirements for VAT purposes.

The Charges on each invoice shall be exclusive of VAT and the VAT shown as a
separate amount and the prevailing rate expressed in percentage terms. The total sum
payable inclusive of VAT must also be shown.

Fujitsu Services shall include, as a minimum, the following information on each invoice
submitted:

7.3.1 invoice date;

7.3.2 such Purchase Order number as may have been supplied by Post Office to
Fujitsu Services;

7.3.3 Work Package number (if relevant);

7.3.4 Invoicing Period;

7.3.5 Fujitsu Services’ address and reference number for ACT purposes;

7.3.6 Fujitsu Services’ VAT number;

7.3.7 the Post Office invoice address;

7.3.8 the total charge per Service;

7.3.9 discounts for early invoice settlement; and

7.3.10 other adjustments made.

Fujitsu Services shall separately identify the amount charged in respect of each
individual Operational Charge in the Operational Charges Table in Annex B to Schedule

D1 on each invoice raised and shall supply supporting information to explain all
adjustments made in accordance with Schedule D1.

Fujitsu Services shall include on each invoice for Operational Business
Change additional invoice details.

Asummary will be issued to the Post Office Ltd Property Projects
Central Admin Team each month to facilitate checking. Full supporting
information will be supplied in spreadsheet form, showing at least the
Change Control Number, BC, change type completed, the date that the
change was completed, the number of counters affected, details of any
additional charges, and the total cost of each individual change.

At the end of June, September, December and March, the summaries
for the preceding three months will be amalgamated, and a total invoice

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75

9.1

9.2

9.3

value derived. A credit will then be applied to this invoice value,
equivalent to 25% of the prepayment amounts applicable to that
Financial Year detailed below:

Financial Year 2011/2012 £153692
Financial Year 2012/2013 £118140
Financial Year 2013/2014 = £115291
Financial Year 2014/2015 £102014

Fujitsu Services will issue a quarterly invoice to Post Office Ltd that will
be net of the ‘credits’ listed above. If the value of the credit exceeds the
total invoice value for that period, then no invoice will be issued; the
balance of the credit will be “lost”, and not carried over into any
subsequent charging period.

In order not to unnecessarily delay payment of invoices, Post Office Ltd will settle the
due amount less any disputed entries or amounts

APPLICATION OF LIQUIDATED DAMAGES AND POST OFFICE ADDITIONAL
cosTS

Payment of liquidated damages and Post Office Additional Costs shall be dealt with by
the issue of credit notes (or, at Post Office's discretion, the payment of cash) in the
manner set out in Clause 18.

FINAL YEAR RETENTION

For the penultimate and pre-penultimate invoices in the final three months of this
Agreement, Fujitsu Services shall:

9.1.1 submit to Post Office documentation supporting 100% (one hundred percent)
of the Charges payable in accordance with this Schedule; and

9.1.2 submit to Post Office an invoice equal to 80% (eighty percent) of the Charges
calculated in accordance with sub-paragraph 9.1.1 above (the balance of 20%
being referred to in this paragraph 9 as a “Retention”).

Post Office shall pay to Fujitsu Services the value of the invoice submitted in accordance
with sub-paragraph 9.1.2 plus VAT at the prevailing rate.

The final invoice for the final Financial Year of the Agreement shall include:

9.3.1 a calculation of all moneys outstanding to Fujitsu Services (including the two
Retentions referred to in paragraph 9.1.2);

9.3.2 less any adjustments in respect of discounts and remedies;

9.3.3 plus an amount equal to interest on the Retentions at a rate per annum equal
to LIBOR plus 1 per cent for the periods of the Retentions;

9.3.4 plus VAT at the prevailing rate.

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9.4

10.

10.1

10.2

10.3

10.4

10.5

Post Office shall pay to Fujitsu Services the value of the invoice submitted in accordance
with paragraph 9.3.

PAYMENT OF INVOICES

The Contract Manager shall review the invoices and shall authorise valid invoices for
payment.

Payment of Charges in relation to the Services, HNG-X Development and Associated

Change Development performed under this Agreement and any other amounts duly

payable by Post Office under this Agreement shall be made within 30 days (or such

other period as is specified in this Agreement in respect of a particular Charge or other
amount duly payable) after:

10.2.1 receipt by Post Office (at its nominated address for invoices) of an invoice for
such amounts which complies with paragraph 7 and is validly raised in
accordance with paragraph 6; or

10.2.2 _ in the case of an invoice for such amounts which complies with paragraph 7
and is submitted early in accordance with paragraph 10.3, the date that
invoice could have been validly raised in accordance with paragraph 6.

Each invoice may be submitted by Fujitsu Services to Post Office's nominated address

for invoices no earlier than one week before it may be validly raised in accordance with

paragraph 6.

Payments will be made by Post Office to Fujitsu Services by Automated Credit Transfer
(ACT) unless otherwise specified by Post Office.

If after thirty (30) days payment has not been made for an invoice for Payment and
Banking Service, Fujitsu Services will notify Post Office in writing and each party will
escalate to the following personnel:

Post Office — Fujitsu Services Strategic Vendor Manager

Fujitsu Services — Delivery Executive

Fujitsu Services Subcontractor Ingenico - Head of Indirect Sales
If this cannot be resolved at this level then it will be escalated to:

Post Office — Chief Information Officer

Fujitsu Services — Post Office Client Executive

Fujitsu Services Subcontractor Ingenico - VP Global Enterprise Sales & Regional
Marketing

If this cannot be resolved at this level then it will be escalated to:
Post Office - CEO
Fujitsu Services - CEO
Fujitsu Services Subcontractor Ingenico - Head of Enterprise Retail
whereupon immediate payment must be provided unless Post Office has notified Fujitsu

Services of a disputed amount in accordance with the last sentence of this Paragraph.
If immediate payment is not received within five (5) Business Days or Post Office has

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13.1

13.2

not notified Fujitsu Services of a disputed amount, Fujitsu Services may at its option,
suspend delivery of the Payment and Banking Service until payment is made. For any
disputed amounts, Post Office will provide notice to Fujitsu Services, including the basis
for the dispute (including any supporting documentation where available) and the parties
will meet within thirty (30) days of the date of the notice to resolve the dispute.

REPORTS TO THE POST OFFICE

Fujitsu Services shall use reasonable endeavours to provide, within 21 days of the end
of each month, a report to Post Office showing the current status as at the end of that
month of all current Work Orders and invoices relating to them. These reports will be
sent as scanned documents electronically to
POLContractManagement@ and paper copies will not be sent. (For this
purpose, a Work Order shall béClrrént if Fujitsu Services expects to raise future
invoices relating to it, or if there are invoices raised and not yet paid relating to it). This
report shall be in the form of a spreadsheet and shall show for each current Work Order:

11.1.1 invoices raised and paid, with amounts, dates of invoice, dates of payment
and relevant Purchase Order number;

11.1.2 invoices raised and not yet paid with amounts, dates of invoice, due dates of
payment and relevant Purchase Order number;

11.1.3 invoices disputed with amounts, dates of invoice and relevant Purchase Order
number; and

11.1.4 forecast amounts, dates of future invoices and relevant Purchase Order
number (if relevant).

DISPUTES ARISING FROM INVOICES

In the event of any dispute relating to an invoice, either Party may invoke the Dispute
Resolution Procedure.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule D2:

Document Document Title
Reference
1 SVM/SDM/SD/0014 I Operational Business Change (Branch Change)

Service: Service Description

2 BP/STD/003 Standard Terms and Conditions for Work Orders

There are no CRDs associated with this Schedule D2.

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CONFIDENTIAL,
SCHEDULE D3
GAIN SHARE

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all Schedules to v7.0 in accordance
with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance
with CCN1349

10.0 10/09/2015 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Moving all Schedules to V14.0

Schedule D3 Version 14.0
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SCHEDULE D3
GAIN SHARE
1. INTRODUCTION
4.41 Where, in accordance with the provisions of this Agreement, in particular those

relating to the governance and functions of the SIP set out in Schedules A2 and
B1.2, the Parties agree to share the benefit resulting from a cost saving initiative
or future development work:

4.1.1 the principles set out in this Schedule D3 (referred to in this
Agreement as “Gain Share") shall govern the arrangements for
sharing that benefit; and

1.1.2 the details of the arrangement shall be agreed on a case by case
basis under a CCN or Work Order or otherwise agreed in writing.

2. BENEFITS ELIGIBLE FOR GAIN SHARE

2.1 The benefits from future initiatives or developments that shall be eligible for Gain
Share (subject to agreement in accordance with paragraph 1.1.2) ("Benefits") are
as follows:

2.1.1 net savings in Fujitsu Services' costs of delivering the HNG-X
Services:

(a) excluding those resulting from any Partial
Termination;

(b) excluding those resulting from measures taken by
Fujitsu Services to reduce the costs in its business
generally (except to the extent those measures have
been taken specifically in order to generate savings
in the provision of Services to Post Office);

(c) as adjusted to allow for variations in the number of
Branches, Counter Positions and all other variables
referred to in Schedule D1; and

(d) subject to paragraph 5.3, achieved without changing
the HNG-X Services, the Service Levels or other
provisions of this Agreement;

2.1.2 net savings in Post Office's costs, achieved by involving the SIP, in
respect of future IT developments;

2.1.3 net savings in Post Office's non-IT costs that result from initiatives
brought to the SIP by Fujitsu Services; and

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2.1.4 Post Office's increase in profits or reduction in losses arising from
new additional revenues from product developments that result from
initiatives brought to the SIP by Fujitsu Services. This shall be net of
any contribution that is displaced by the new product.

2.2 Where the Parties identify potential initiatives or developments that may result in

Benefits arising:

2.2.1

the most appropriate Party shall produce a reasonably detailed
business case in writing analysing the potential initiative or
development, amounts proposed for investment and the potential
Benefits arising. Information from each Party required to produce
such a business case that is obtainable through operation of the
provisions of Schedule D4 shall be used in such business case; and

such business case shall be presented to the Systems Integration
Partnership and Executive Relationship at the earliest opportunity
which shall be responsible for determining as soon as reasonably
practicable whether and how to implement the relevant initiative or
development. The Parties shall only proceed with an initiative or
development where they agree that sufficient Benefits will arise from
the relevant initiative or development to provide an adequate return to
enable each Party to obtain approval for their respective business
cases in accordance with internal policies then in force.

2.3 In relation to Benefits within the scope of paragraphs 2.1.2, 2.1.3 or 2.1.4, these
shall only be shared by the Parties if the initiative or development work in
question is included in the Working Document managed by the Systems
Integration Partnership and Executive Relationship referred to in Annex 1 to

Schedule A2.
3. PAYMENT/CREDIT
3.1 Benefits may be apportioned between the Parties by:
3.1.4 sharing (in accordance with the principles set out in this Schedule) the

cost savings that arise from the cost saving initiative or development
in question and:

(a) in the case of cost savings made by Fujitsu Services,
reducing the Charges under the Change Control
Procedure to reflect Post Office's share of those cost
savings; and/or

(b) in the case of cost savings made by Post Office,
agreeing the payments that will be made by Post
Office to Fujitsu Services to reflect Fujitsu Services'
share of those savings,

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3.2

3.3

3.4

44

4.2

in each case, provided that each party has carried out those actions
that it agreed to undertake in order to achieve the relevant Benefits;
and/or

3.1.2 sharing (in accordance with the principles set out in this Schedule)
Post Office's increase in profits or reduction in losses arising from
new additional revenues that result from the initiative or future
development in question.

If the Parties agree that paragraph 3.1.1(b) or 3.1.2 apply, Post Office shall pay
Fujitsu Services' agreed share of the Benefits which, unless otherwise agreed,
shall be invoiced monthly in arrear in accordance with the provisions of Schedule
D2.

The amount of the Benefits from each initiative or development available for Gain
Share by each Party shall be ascertained in accordance with the provisions of
Schedule D4.

Any agreed share of Benefits duly payable to Fujitsu Services under this
Schedule D3 shall continue beyond termination or expiry of the entire
Agreement, and the Open Book provisions in Schedule D4 shall continue to
apply to enable verification of the Benefits available.

GAIN SHARE PRINCIPLES

Subject to paragraph 5, the Benefits resulting from each initiative or development
shall be shared between the Parties according to the following principles:

Investment Recovery
4.2.1 Each Party shall be entitled to recover:

(a) its actual investment in the initiative or development;
plus

(b) sufficient additional amounts to deliver an internal
rate of return equal to the official Bank of England
rate plus 2% per annum,

to the extent the aggregate of (a) and (b) is less than or equal to the
Benefits (such amount being the “Investment Recovery”).

4.2.2 Investment Recovery by each Party shall be achieved over the life of
the assets acquired for the initiative or development or the duration of
the initiative or development (as applicable) and shall be phased such
that Investment Recovery is paid for out of the Benefits.

4.2.3 The amount of the Benefits utilised for Investment Recovery shall (if
possible) be a fixed proportion (to be agreed on a case by case basis)

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of the Benefits in each of the years over the life of the assets acquired
for the initiative or development or the duration of the initiative or
development (as applicable).

4.2.4 Each Party's Investment Recovery as a share of the Benefits shall be
in proportion to the amount actually invested by that Party in the
initiative or development as compared to the amount actually invested
by the other Party in that initiative or development.

43 Additional Benefits

4.3.1 Subject to paragraph 4.4.1, where Fujitsu Services provides actual
investment entitling it to an Investment Recovery under paragraph
4.2, the proportion of the Benefits remaining after that allocated for
Investment Recovery in accordance with paragraph 4.2 (“Additional
Benefits”) shall, subject to paragraph 4.3.2, be allocated between the
Parties as follows:

(a) in the first twelve calendar months of Investment
Recovery, Additional Benefits shall be allocated 70%
to Fujitsu Services and 30% to Post Office;

(b) in the twelve calendar months after (a), Additional
Benefits shall be allocated 50% to Fujitsu Services
and 50% to Post Office;

(c) in the twelve calendar months after (b), Additional
Benefits shall be allocated 30% to Fujitsu Services
and 70% to Post Office; and

(d) in subsequent years all Additional Benefits shall be
allocated to Post Office.

If the initiative or development in question is implemented in stages or
is phased, the Additional Benefits resulting from each such stage or
phase shall be treated separately and shared in accordance with the
provisions above in this paragraph 4.3 with effect from the date of
implementation of that stage or phase.

4.3.2 If Fujitsu Services’ anticipated return, being calculated as the internal
rate of return of a cash flow at constant prices (i.e. without adjustment
for inflation) and before tax, comprising (i) its investment (as a
negative amount) and (ii) its Investment Recovery and (iii) its share of
the Additional Benefits (each of (ii) and (iii) as positive amounts):

(a) is less than 13% per annum then Fujitsu Services’
share of the Additional Benefits shall be increased
and Post Office's share decreased such that Fujitsu
Services' total return on investment is above its

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anticipated total return on investment but no more
than the lesser of:

(i) 13% per annum; and

(ii) the level at which Fujitsu Services’ and Post Office's
similarly calculated anticipated total internal rates of
return on investment are equal; or

(b) exceeds 30% per annum then Fujitsu Services’
share of the Additional Benefits shall be decreased
and Post Office's share increased such that Fujitsu
Services’ total return on investment is equal to 30%
per annum.

In the case of both (a) and (b) any such adjustments to the share of
Additional Benefits will be on a basis that takes into account the years
in which the investment is made and the extent of investment made in
each year.

44 Alternative Approach

4.44

Where Fujitsu Services does not provide any actual investment
entitling it to an Investment Recovery in relation to an initiative or
development resulting in Benefits or if the application of the principles
set out in this paragraph 4.4 in respect of any Additional Benefits
would result in Fujitsu Services having a greater share of those
Additional Benefits than it would do under paragraph 4.3, then the
principles set out in this paragraph 4.4 shall apply instead of those in
paragraph 4.3.

In relation to each initiative or development resulting in Benefits, any
Additional Benefits (which, if Fujitsu Services does not provide any
actual investment, shall be the proportion of the Benefits remaining
after that allocated for Investment Recovery to Post Office only) shall
be allocated between the Parties as follows:

(a) in the first thirty six calendar months of Investment
Recovery, Additional Benefits shall be allocated 10%
to Fujitsu Services and 90% to Post Office; and

(b) in subsequent years all Additional Benefits shall be allocated
to Post Office.

If the initiative or development in question is implemented in stages or
is phased, the Additional Benefits resulting from each such stage or
phase shall be treated separately and shared in accordance with the
provisions above in this paragraph 4.4 with effect from the date of
implementation of that stage or phase.

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45

5.1

5.2

5.3

6.1

6.2

For Benefits of the type described in paragraph 2.1.1, if during the periods
referred to in paragraphs 4.3.1(a) to (c) (inclusive) and 4.4.2(a) in which
Additional Benefits are apportioned (as adjusted in accordance with paragraph
4.3.2, where applicable) it is established through Benchmarking that the Charges
for delivering an HNG-X Service (excluding the Gain Share payments (if any) in
respect of that HNG-X Service) are above the target price range (as described in
paragraph 3.8 of Schedule D6) the Gain Share payments being made to Fujitsu
Services in respect of that HNG-X Service shall cease.

ALTERNATIVE GAIN SHARE APPROACHES.

The Parties acknowledge and agree that the Gain Share principles set out in this
Schedule in relation to the Benefits eligible for Gain Share and the means of
sharing those benefits may not be applicable or appropriate to every Gain Share
initiative or development.

Each Party shall consider and shall not unreasonably withhold or delay its
agreement to any reasonable modified or alternative Gain Share arrangement
proposed by the other Party in relation to a particular initiative or development.
Such matters shall be dealt with by the Systems Integration Partnership and
Executive Relationship.

The parties acknowledge and agree that in exceptional circumstances it may be
beneficial to consider proposals which generate savings in the Charges but only
if the HNG-X Services, Service Levels or other provisions of this Agreement are
changed. Any Gain Share payable in such cases shall be agreed on a case by
case basis following the general approach set out above.

ASSOCIATED DOCUMENTS

There are no CCDs associated with this Schedule D3.

There are no CRDs associated with this Schedule D3.

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Version History

SCHEDULE D4

OPEN BOOK

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1.0 31/08/06 Agreed version as at date of signature of CCN
1200

1.41 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

2.0 25/01/07 Baseline copy of 1.2

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to V7.0 in accordance with
CCN1294d

9.0 13/01/14 Moving all schedules to v9.0 in accordance with
CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Applying changes as per CCN1610 and moving
all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Moving all Schedules to V14.0

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SCHEDULE D4

OPEN BOOK

1. INTRODUCTION

1.41 The purpose of this Schedule D4 is to define and set out the principles of Open Book cost
verification and reporting in relation to HNG-X Development Charges and Migration
Charges.

1.2 Fujitsu Services warrants to Post Office that the HNG-X Baseline Open Book Information
is, and undertakes that all other information supplied pursuant to this Schedule D4 will
be, to the best of the knowledge and belief of Fujitsu Services, having taken reasonable
steps to verify the same, true, accurate and not misleading as at the date at which it is
supplied and prepared on the same basis, and with the same data, as used by Fujitsu
Services for its own accounting records and planning processes.

1.3 Open Book will apply to any information which Post Office reasonably requests to:

1.3.1

verify any proposed variations to the Charges, prior to agreement to such
variations under the Change Control Procedure and limited to those items which
relate to the parts of the Charges intended to be amended;

investigate through the SIP all cost reduction opportunities, either as part of a
specific project or as part of a review of business and technical strategies;

verify that cost savings generated that will be eligible for Gain Share are being
stated accurately and in full (including in relation to the amount of Benefits);

verify the Migration Charges;

verify the costs of reinstatement of Horizon Applications in Branches, where
Fujitsu Services is entitled to charge Post Office for such costs under Clause
47.13.2; and

verify the following:

(a) costs associated with the procurement of associated activities from
third parties in accordance with paragraph 5.2 of Schedule A1 (if
Fujitsu Services is appointed as the Preferred Systems Integrator);

(b) charge to Post Office of the Fujitsu Service Cost, as referred to in
paragraph 2.1.1 of Schedule A4;

(c) additional Operational Charges in the period from 31 March 2010 if
Project HNG-X is terminated for convenience, as referred to in
paragraph 6.2 of Schedule D1;

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(d)

(e)

(h)

()

a)

(k)

the basis of any fixed price proposed by Fujitsu Services for
Development Services (prior to agreement upon such price) as
referred to in paragraph 10.9 of Schedule D1;

cost to Fujitsu Services of employment of Fujitsu Services SIP Team
Members, as referred to in paragraph 11.1 of Schedule D1;

costs incurred by Fujitsu Services as a result of a Design Limit being
exceeded as referred to in paragraph 13.3 of Schedule D1;

the basis of any fixed price proposed by Fujitsu Services for
enhancements to the Infrastructure (prior to agreement upon such
price) as referred to in paragraph 13.4.2 of Schedule D1;

the adjustment in costs incurred by Fujitsu Services as a result of
the applicable limits on the volumes of monthly calls to the Service
Desk being exceeded or not being reached as referred to in
paragraph 2.4.2.1 of the CCD entitled "Service Desk: Service
Description" (SVM/SDM/SD/0001);

the adjustment in costs incurred by Fujitsu Services as a result of
any increase to the percentage of Incidents logged via a Web
Interface as referred to in paragraph 2.4.2.3 of the "Service Desk:
Service Description" (SVM/SDM/SD/0001);

the basis of any price proposed in connection with a proposed
change to a level of service as referred to in paragraph 2.4.2.4 of
the CCD entitled "Service Desk: Service Description"
(SVM/SDM/SD/0001); and

Paragraph removed by CCN1610.

1.4 Any information requested by Post Office in accordance with this Schedule D4 shall be
provided by Fujitsu Services in relation to the costs, Charges or prices in question:

1.4.1. subject to paragraph 2.1, in a form which reasonably demonstrates the basis
upon which the costs have been or are forecast to be incurred by Fujitsu Services.

1.4.2 _ inthe form of such financial, accounting and other information as Post Office may
reasonably require to verify those costs; and

1.4.3. as soon as reasonably practicable.

1.5 Where the cost item to be verified in accordance with this Schedule D4 relates to a
product or service which is to be provided by Fujitsu Services in the performance of its
obligations under this Agreement and such product or service is procured from within the
Fujitsu Services Group, Fujitsu Services shall provide a certificate executed by Fujitsu
Services’ Chief Financial Officer confirming that:

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1.5.1. such product or service has been provided within the Fujitsu Services Group on
a break-even basis; and

1.5.2 _ the costs of such products or services, as reflected in the Charges to Post Office,
are consistent with those that are or would be reflected in the charges to other
customers of Fujitsu Services if such customers do or were to receive the benefit
of the same or substantially similar products or services.

2. COST INFORMATION IN RELATION TO VARIED CHARGES:

21 For the purpose set out in paragraph 1.3.1, the information that Post Office shall be
entitled to request from Fujitsu Services shall be:

2.1.1 in relation to any proposed variations of any of the following services, the
following cost information:

(a)

(b)

(c)

(d)

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Service Desk Service

(i)
(ii)

(iii)

(iv)

(v)

Total headcount;
Total number of help desk workstations;

Total headcount related costs and itemisation of what
these comprise;

‘Seat’ costs, for example the software, hardware, support
and maintenance required to provide the Horizon Service

Desk environment; and

Service management headcount and headcount costs.

Engineering Service

(i)
(i)
(ili)

(iv)

(v)

Cost of repairs;

Number of engineering visits;

Total cost of engineering visit;

Total cost of router and battery deployment and portable
appliance testing; and

Service management headcount and headcount costs.

Operational Business Change (Branch Change) Service

Headcount.

Data Centre Operations Service

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(h)

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(i) Total headcount related costs;

(ii) Total hardware maintenance;

(iii) Total hosting costs; and

(iv) Service management headcount and headcount costs.

Systems Management Service

(i) Headcount;

(ii) Total headcount related costs;

(iii) Number of seats;

(iv) Total cost of seats; and

(v) Systems management third party software support costs.

Network related Services

(i) Branch Network Service: number of lines and cost per line
per service;

(ii) Central Network Service:
(1) Circuit details and costs; and

(2) Network hardware component maintenance;
and

(iii) Network management:
(1) Total headcount related costs; and
(2) Third party service management.
(iv) Service management headcount and headcount costs.

Reference Data Management Service

) Headcount; and
(ii) Total headcount related costs.

Third Line Software Support Service

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(i)

6)

(!)

(m)

(n)

(0)

(i) Headcount; and

(ii) Total headcount related costs.
Management Information Service

(i) Headcount; and

(ii) Total headcount related costs.

Service Management Service

) Headcount; and

(ii) Total headcount related costs.

Reconciliation Service

(

Headcount; and

(ii) Total headcount related costs.
Security Management Service

(i) Headcount; and

(ii) Total headcount related costs.

Application Support Service (Fourth Line)

(i) Headcount;
(ii) Total Headcount related costs; and
(iii) Third party costs.

Service Integration Service

(i) Headcount;
(ii) Total headcount related costs; and
(iil) Third party costs; and

Third Party Management Service
(i) Headcount;

(ii) Total headcount related costs; and

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2.2

3.1

41

4.2

5.1

(iii) Third party costs.

2.1.2 in relation to any modified or additional non-annualised Charges, details of
proposed new or modified capital expenditure in relation to Project HNG-X, the
Associated Changes or future projects, such details shall include the quantities,
specification, model number, price for each major hardware item, and associated
software licences.

Information provided in accordance with paragraph 2.1 shall be provided in the same
format and at the same level of detail as the corresponding information in the HNG-X
Baseline Open Book Information.

OTHER FUJITSU INFORMATION

In respect of any Charge for services or goods which is stated in Schedule D1 to be priced
on an Open Book basis, information provided in accordance with paragraph 1.4 shall
include (without limitation) copies of invoices and estimates from suppliers and
subcontractors providing those services or goods to Fujitsu Services and details of Fujitsu
Services’ own costs in similar detail to the HNG-X Baseline Open Book Information for
the relevant services.

POST OFFICE INFORMATION

Post Office shall, upon the request of Fujitsu Services, provide information to Fujitsu
Services which reasonably demonstrates the basis upon which any Gain Share has been
calculated by Post Office (but not in relation to net savings in Fujitsu Services’ costs of
delivering the HNG-X Services in respect of each SIP initiative).

Any information requested by Fujitsu Services in accordance with paragraph 4.1 shall be
provided by Post Office:

4.2.1 in the form of such financial, accounting and other information as Fujitsu Services
may reasonably require to verify the costs incurred by Post Office or otherwise
verify the basis on which Gain Share has been calculated;

4.2.2 as soon as reasonably practicable; and

4.2.3 accompanied by a certificate from Post Office's Finance Director stating the
information supplied is, to the best of his knowledge and belief, having made
reasonable enquires to verify the same, true, accurate and not misleading but
only to the extent this can be achieved using the management accounting and
costing systems normally used by Post Office.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule D4:

Document Reference Document Title

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COM/MGT/PRO/0002

HNG-X Baseline
Information

Open

Book

5.2 The following CRDs are associated with this Schedule D4:

Document Reference

Document Title

No CRDs Applicable

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Version History

SCHEDULE D5

AUDIT

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1.0 ‘I 31/08/06 "I Agreed version as at date of signature of CCN
1200

1.2 11/10/06 Minor corrections by FS

2.0 25/01/07 Baseline copy of 1.2

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 31/03/10 Applying changes as per CCN1276a

7.0 10/05/10 Moving schedules to V7.0 as agreed with Fujitsu.

8.0 21/02/12 Moving all schedules to V8.0 in accordance with
CCN1294d

9.0 13/01/14 Applying changes as per CCN1349 and
CCN1322b

10.0 10/09/15, Moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance with
CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Applying changes as per CCN1672a and moving

all schedules to V14.0

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SCHEDULE D5
AUDIT
41. SCOPE
1.1 This Schedule identifies:
1.1.1. in paragraphs 2 to 6 (inclusive) the audit requirements with which Fujitsu
Services and its sub-contractors shall comply in connection with Post Office's
rights set out in Clause 25 to audit Fujitsu Services’ compliance with this

Agreement; and

1.1.2 in paragraph 7, provisions of this Agreement dealing with the audit trail of
Transactions.

2. POST OFFICE'S AGENTS.

21 For the purpose of this Schedule, Post Office's Agents shall mean:
2.1.1 Post Office;
2.1.2 _ internal auditors of Post Office or of the Royal Mail Group;
2.1.3 statutory or regulatory auditors of Post Office;
2.1.4 external auditors appointed by Post Office; and

2.1.5 authorised agents or successors of the persons listed in paragraphs 2.1.1 to
2.1.4 (inclusive) above.

provided that, for Payment and Banking Service, Post Office's Agent does not provide
services similar to the Services in competition with Fujitsu Services Subcontractor
Ingenico

3. RECORD KEEPING

3.1 Fujitsu Services shall maintain or shall cause to be maintained an audit trail of all
Transactions and Events in strict conformance to the relevant standards contained in
the documents referred to in paragraph 4.1.4 of Schedule A4.

3.2 Paragraph 3.1 shall not apply in respect of the Superstock Solution or the Salesforce
Support Service Hosting.

3.3 The audit trail of Records to which Post Office's Agents may have access in accordance
with Clause 25 and paragraph 4 is referred to as the commercial audit trail in the CCD
entitled “Audit Trail Functional Specification” (CR/FSP/006).

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3.4

41

42

43

44

The exclusion in the CCD entitled “Audit Trail Functional Specification” (CR/FSP/006) of
any items from the Records shall not prevent Post Office from receiving those items (or
information relating to the same) where Post Office is entitled to such items or
information in accordance with the provisions of Schedule D4. To the extent that Post
Office duly requests and receives Open Book information from Fujitsu Services in
accordance with the provisions of Schedule D4 then, notwithstanding any such
exclusions in the CCD entitled “Audit Trail Functional Specification” (CR/FSP/006), Post
Office Agents shall have access to that Open Book information as part of the Records,
but shall not be entitled to any additional material pursuant to paragraph 4 as a result of
that Open Book information being part of the Records.

ACCESS

Fujitsu Services shall provide Post Office's Agents with access to such additional
material as may be reasonably required to support the Records. Such access shall
include access to:

4.1.1 premises;

4.1.2 facilities;

4.1.3 services;

4.1.4. documentation;

4.1.5 information (magnetic or otherwise);

4.1.6 — staff;

4.1.7 procedures; and

4.1.8 timesheets and other data used directly as a basis for charging,

4.1.9 belonging to Fujitsu Services, which relate to the provision of the Services.
Fujitsu Services shall provide reasonable assistance at all times during the currency of
this Agreement for the purposes of allowing Post Office to obtain such information as is
necessary to fulfil Post Office's obligations to supply information for parliamentary,
judicial, regulatory or administrative purposes.

On notification of an audit as specified in paragraph 5 Fujitsu Services shall provide
Post Office's Agents with reasonable access to the audit trail referred to in paragraph
3.1 and the facility to interrogate that audit trail using reasonably selected criteria.

Post Office shall require Post Office's Agents to comply with Fujitsu Services’

reasonable security requirements whilst on the Fujitsu Services’ premises, the scope of
which Fujitsu Services shall notify to Post Office's Agents directly on notification of audit.

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5.1

5.2

6.1

6.2

NOTIFICATION OF AUDIT

Subject to Clause 25.3 (Audit), Fujitsu Services and Post Office shall from time to time
agree arrangements (such agreement not to be unreasonably withheld or delayed),
including timescales, for audits required by Post Office. Such audits shall take place no
more than once per year during normal business hours for Payment and Banking
Service and shall be subject to a minimum of fifteen (15) Business Days’ notice, save
that, the limitations and notice requirements in this Paragraph shall not apply where
Post Office reasonably suspects (i) fraud, material accounting mistakes or suspected
criminal activity; or (ii) non-compliance with security requirements applicable to the
Payment and Banking Service, provided that in such cases Post Office shall (where
possible and permitted by applicable law) still provide to Fujitsu Services as much
notice as is reasonably possible.

With respect to Clause 25.3 (Audit), where the investigations find no evidence of
fraudulent activity or other impropriety by Fujitsu Services or Fujitsu Services’ agents,
then at the discretion of Post Office, Fujitsu Services may be paid reasonable additional
charges for its assistance.

RESPONSE TO AUDITS
General

6.1.1. Post Office's Agents may produce reports to Post Office indicating areas of
non-compliance with the Agreement or any other reports they deem
appropriate. Post Office's Agents may also make recommendations.

6.1.2 Following each audit Post Office shall provide, to Fujitsu Services, a report
approved by Post Office's Agents indicating:

6.1.2.1 any areas of non-compliance with this Agreement which Fujitsu
Services is required to rectify; and

6.1.2.2 any audit recommendation with which Post Office requests Fujitsu
Services to comply.

6.1.3. Post Office shall give Fujitsu Services a minimum of 30 days to review the
factual issues relevant to Fujitsu Services which are raised by the audit reports
and to comment upon the recommendations.

6.1.4 In the event that Fujitsu Services disputes the findings of any audit then the
Dispute Resolution Procedure shall be invoked.

Action on agreed Non-Compliance
Any agreed non-compliance shall constitute a Default and Fujitsu Services shall at

Fujitsu Services' own expense, implement any changes necessary to remedy areas of
non-compliance with the terms of the Agreement as identified by Post Office's Agents.

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6.3

6.4

7A

7.2

7.3

8.1

8.2

Action on Recommendations

Post Office may request Fujitsu Services to implement audit recommendations in
accordance with the provisions of the Change Control Procedure.

Evidence

Fujitsu Services shall provide, in accordance with the timescales agreed in the
implementation plan for any change arising from an audit, evidence, either documentary
or demonstrative, of changes required by Post Office in accordance with paragraphs 6.2
and 6.3 above, and shall, if required, provide access to the representatives of Post
Office, to permit Post Office's Agents to monitor and confirm the implementation of such
changes.

AUDIT TRAIL OF TRANSACTIONS.

The Business Capabilities and Support Facilities provided by Fujitsu Services relating to
the audit trail of Transactions undertaken in Branches are provided for in Schedule B3.2
and the provisions dealing with the operational audit trail set out in the CCD entitled
“Audit Trail Functional Specification” (CR/FSP/006).

Fujitsu Services shall ensure that Post Office's Agents can gain access in each Branch
to the Post Office Data in respect of that Branch held by Fujitsu Services to enable

internal Post Office audit requirements to be met.

Paragraph 7.2 shall not apply in respect of the Superstock Solution or the Salesforce
Support Service Hosting.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule D5:

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Document Reference Document Title

1 CR/FSP/006 Audit Trail Functional Specification

The following CRDs are associated with this Schedule D5:

Document Reference Document Title

NO CRDs APPLICABLE

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SCHEDULE D6

MARKET TESTING

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

14 26/09/06 Minor corrections

2.0 25/01/07 Baseline copy of 1.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 04/01/10 Amendments as per CCN 1268

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to V7.0 in accordance
with CCN1294d

9.0 13/01/14 Applying changes as per CCN1349 and
CCN1400

10.0 10/09/15 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/2017 Moving all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Moving all Schedules to V14.0

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2.4

2.2

2.3

3.1

3.2

3.3

3.4

SCHEDULE D6
MARKET TESTING

OVERVIEW

This Schedule D6 defines the processes available to the Parties for Market Testing the
Testable Services.

MARKET TESTING METHODS

Subject to paragraphs 5.1 and 6.1, the Market Testing method for all Testable Services
shall be Benchmarking.

Fujitsu Services may not increase any Charges, decrease any Services Levels or
(unless required by Post Office pursuant to paragraph 4.3) cease providing any
Services in connection with or as a consequence of Market Testing save where Fujitsu
Services participates in Competitive Tendering and is appointed by Post Office as the
winning tenderer, in which case the Agreement shall be amended under the Change
Control Procedure to reflect Fujitsu Services’ tender as described in paragraph 4.3.3(a).

Governance in respect of Market Testing in terms of monitoring, review and reporting of
events and progress and issue resolution shall be managed by the Commercial
Relationship and overseen by the Systems Integration Partnership and Executive
Relationship, as described in Schedule A2.

BENCHMARKING

The purpose of Benchmarking (the "Benchmark Purpose") is to compare the value for
money of the Benchmark Services with Equivalent Services. The focus shall be on
comparing the price of the Benchmark Services with market prices, but taking account
of current technologies at the time of Benchmarking, and not restricted to the same
technical solution as is used in the HNG-X Services.

The target price range for each Benchmark Service shall be as described in paragraph
3.8.

The Charges for the Benchmark Service to be used in Benchmarking comparisons are
the Charges then set out in paragraph 2 of Schedule D1 (as adjusted in accordance
with paragraph 4 of Schedule D1) for that Service for the remaining term of the
Agreement, applying the volumes (in relation to any variable Charges) then forecast in
the CCD entitled "Horizon Capacity Management and Business Volumes”
(PA/PER/033), excluding (i) the Service Management Element, and (ii) any Gain Share
payments that may be payable to Fujitsu Services in relation to cost savings in respect
of that Service.

Fujitsu Services shall, unless paragraph 5.1.2 applies, initiate Benchmarking and unless
any of paragraphs 5.1.1, 5.1.3, 6.1.1 or 6.1.3 apply procure that Benchmarking is
completed in respect of each Testable Service referred to in the Benchmarking timetable
in Annex 2 (as such timetable is varied in accordance with paragraph 3.5) in each

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3.5

3.6

3.7

Financial Year in which that Service is due to be Benchmarked as set out in that
timetable up to and including 31st March 2015. After 318 March 2015, the Parties
acknowledge and agree that there shall be no Benchmarking of Testable Services.

The Benchmarking timetable in Annex 2 may be revised and any Testable Services set
out in Annex 1 may be added to that timetable by written agreement between the
Parties, subject to the following provisions:

3.5.1 no more than two Testable Services shall be timetabled for Benchmarking in any
Financial Year;

3.5.2 no Testable Service shall be timetabled for Benchmarking more than once every
three Financial Years; and

3.5.3 no Testable Service shall be Benchmarked before the Service first becomes
eligible for Benchmarking as set out in Annex 1.

If no revisions are agreed to the timetable in Annex 2 then, subject to paragraph 3.5.3,
that shall be the timetable for Benchmarking. The date in the Benchmarking timetable
by which a Benchmarking is due to be completed shall be put back, day for day, to the
extent that Post Office unreasonably withholds or delays its agreement under paragraph
3.7.3 to the Benchmarker's proposed approach for that Benchmarking.

Fujitsu Services shall procure Benchmarking from the Benchmarking consultancy who
ordinarily provides benchmarking services to Fujitsu Services, provided that that person
is an independent and generally recognised, within the IT industry, benchmarking
consultancy in the United Kingdom (the “Benchmarker”). The Parties acknowledge that
at the date of this Agreement Fujitsu Services uses Gartner Consulting or Compass
Management Consulting as its benchmarking consultant, either of which may be used
by Fujitsu Services as the Benchmarker so long as it remains an independent and
generally recognised, within the IT industry, benchmarking consultancy in the United
Kingdom. Any alternative benchmarking consultancy used to undertake Benchmarking
that meets the requirements of the first sentence of this paragraph shall be notified by
Fujitsu Services to Post Office.

Fujitsu Services shall procure that:

3.7.1. the Benchmarker shall select services for the Benchmark Group of an
appropriate standard, quality and relevance to the Benchmark Services in order
to achieve the Benchmark Purpose having due regard to all relevant factors,
including the nature and type of service concerned and the requirement of the
service recipient in relation thereto. The Benchmark Group shall (where such
services are available in the market) include examples of services which meet
the same business requirements as a Benchmark Service, but which utilise
more recent technology than that used to deliver the relevant Benchmark
Service;

3.7.2 no later than 30 Working Days before the date notified by Fujitsu Services to
Post Office when each Benchmarking is due to commence, Post Office shall be
provided with the Benchmarker's proposed approach to Benchmarking,

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3.8

3.9

including the Benchmark Group that is proposed and the metrics to be used in
adjusting benchmark data so that comparisons can be made on a like-for-like
basis;

3.7.3 without prejudice to Post Office's right under paragraph 6.1.3, the Benchmarker
shall make such changes to the approach as the Parties and the Benchmarker
consider and agree to be reasonable, such changes to the approach to be
agreed no later than 20 Working Days before the Benchmarking is due to
commence. Either Party may include within such changes as are requested a
request that the Benchmark Group includes a service that meets the same
business requirements as the Benchmark Service, irrespective of the
technology used to deliver that service;

3.7.4 within 30 Working Days following the date on which a particular Benchmarking
is due to be completed in accordance with the timetable referred to in paragraph
3.4, the Benchmarker shall deliver a benchmarking report to each Party (a
“Benchmarking Report"). The Benchmarking Report shall contain the
documented findings and recommendations of the Benchmarker, including any
key financial and technical information supporting such recommendations; and

3.7.5 Post Office is given such direct access to the Benchmarker and the data and
information underlying the Benchmarking Report as Post Office may reasonably
require in order to discuss and understand the Benchmarking Report and its
assumptions.

If the Charges for the Benchmark Services (as described in paragraph 3.3) are greater
than the amount "A" calculated using the following formula those Charges shall be
deemed to be above the target price range, that range, for the purposes of this
Schedule D6, being the range between the lowest price service in the Benchmark
Group and the amount "A".

A= ((0.375N — Z) x (P2—P1))+P1

where

N is the total number of services in the Benchmark Group;

Z is the integer part of 37.5% of N;

P1, having put the services in the Benchmark Group in ascending order by price (such
prices having been adjusted pursuant to any agreed weighting mechanism applied by
the Benchmarker) and numbered those services consecutively starting at one for the

service with the lowest price, is the price for the service numbered Z; and

P2 is the price for the service numbered Z + 1, such price having been adjusted
pursuant to any agreed weighting mechanism applied by the Benchmarker.

If, pursuant to paragraph 3.8, the Charges for the Benchmark Service are deemed to be
above the target price range, within 30 days of the issue of the Benchmarking Report
Fujitsu Services shall:

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3.9.1

3.9.2

3.9.3

either adjust its price for the Benchmark Service so that it falls within the target
price range and continue to provide the Benchmark Service as previously; or

initiate Competitive Tendering in accordance with paragraph 5 to appoint a new
sub-contractor to Fujitsu Services in respect of the Benchmark Service so that
the Benchmark Service may be provided more cost-effectively; or

notify Post Office that (i) it does not consider it possible to provide the
Benchmark Service at a price that is within the target price range and achieve
an adequate gross margin on that Benchmark Service and (ii) its reasons for
this conclusion.

4, COMPETITIVE TENDERING

44 The purpose of Competitive Tendering is to identify potential alternative suppliers of
Competitive Tendering Services (either as potential sub-contractors to Fujitsu Services
or as direct suppliers of the service to Post Office) who can offer improved value for
money in providing the Competitive Tendering Services.

42 Competitive Tendering may be carried out either:

4.2.1

4.2.2

by Fujitsu Services (for the purpose of finding a new sub-contractor), in the
circumstances described in paragraph 5.1; or

by Post Office (for the purpose of finding a new direct supplier) pursuant to
paragraph 6.1.

43 Following Competitive Tendering, Post Office may decide at its sole option:

4.3.1

4.3.2

4.3.3

to continue with the current Service from Fujitsu Services at the current prices;

in the case of Competitive Tendering undertaken by Fujitsu Services where the
outcome of the tender process is such that, if Fujitsu Services was to sub-
contract all or part of the Competitive Tendering Service in question to an
alternative service provider identified in the tender process a downward revision
to the Charges would be, in the mutual opinion of the Post Office and Fujitsu
Services, deliverable, to require Fujitsu Services to sub-contract such
Competitive Tendering Service to such alternative service provider and revise its
Charges accordingly so that the Charge for that Competitive Tendering Service
shall be equivalent to the sum of: (i) the costs to Fujitsu Services of that sub-
contract (which may include Interface Establishment Costs allocated to such
alternative service provider), (ii) the Relevant Margin thereon, and (iii) the
Service Management Element; or

in the case of Competitive Tendering undertaken by Post Office:
(a) where Fujitsu Services is the winning tenderer, to continue with the

Competitive Tendering Service from Fujitsu Services on a revised basis
to be agreed under the Change Control Procedure, to reflect the

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specification and charges for that service tendered by Fujitsu Services,
as amended and agreed with Post Office; or
(b) where the outcome of the tender process is that an Equivalent Service
to the Competitive Tendering Service is available at a price which is less

than the Charges for that Competitive Tendering Service (excluding (i)

the Service Management Element, and (ii) any Gain Share payments

that may be payable to Fujitsu Services in relation to cost savings in
respect of that Service) either:

(i) to invite Fujitsu Services to appoint the winning tenderer as a
new subcontractor within 60 Working Days (or such other period
as the Parties may agree) of such invitation and to revise its
Charges for the Competitive Tendering Service on the same
basis as such Charges may be revised under paragraph 4.3.2;
or

(ii) to appoint the winning tenderer as a direct supplier to Post
Office and terminate that Competitive Tendering Service (as a
Terminable Service) in accordance with Clause 47.10.1 of the
Agreement.

44 In the event that Post Office exercises its option pursuant to paragraph 4.3.3(b)(i) and

5.1

either:
4.4.1 Fujitsu declines to appoint such winning tenderer; or

4.4.2 the time limit specified in paragraph 4.3.3(b)(i) expires prior to Fujitsu Services
appointing the winning tenderer,

Post Office may, at its sole option, exercise its rights under paragraph 4.3.3(b)(ii), failing
which paragraph 4.3.1 shall apply.

COMPETITIVE TENDERING BY FUJITSU SERVICES
Fujitsu Services shall undertake Competitive Tendering where:

5.1.1 subject to paragraph 6.1.3, the Benchmarker notifies the Parties that, in the
Benchmarker's reasonable opinion, due to the lack of availability of suitable
services for inclusion in the Benchmark Group or other reasons in connection
with the Benchmarking process or criteria, it will not be or has not been possible
to perform a satisfactory Benchmarking for that Service and the Parties agree
that Competitive Tendering by Fujitsu Services may result in a downward
revision to the Charges for the Testable Service in question; or

5.1.2 the Parties have agreed that the Testable Service is one which should be
provided by Fujitsu Services through sub-contractors, with the aim that each
such subcontract should be of no more than four years’ duration; or

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5.2

5.3

5.4

5.5

5.1.3 Fujitsu Services fails to initiate Benchmarking of a Testable Service in
accordance with paragraph 3.4, and Post Office notifies Fujitsu Services that
Fujitsu Services shall initiate a competition in respect of that Testable Service in
accordance with this paragraph 5; or

5.1.4 paragraph 3.9.2 applies,

and in each case Fujitsu Services shall initiate Competitive Tendering within three
months.

When paragraph 5.1 applies Fujitsu Services shall carry out, or procure that an
Independent Adviser (such Independent Adviser to be agreed with Post Office and such
agreement not to be unreasonably withheld or delayed) conducts, Competitive
Tendering in each case with a view to appointing a new sub-contractor to Fujitsu
Services in respect of the Service in question so that the Service may be provided more
cost-effectively.

Fujitsu Services shall ensure that:

5.3.1 once initiated in accordance with paragraph 5.1, Competitive Tendering shall be
actively continued and in any event completed within six months or in
accordance with any timetable agreed in writing between the Parties;

5.3.2 all invitations to tender and other key tender documents are submitted to Post
Office for its approval (such approval not to be unreasonably withheld or
delayed) prior to being provided to potential tenderers; and

5.3.3 Post Office is provided with copies of all tenders received, subsequent related
correspondence and documentation and valuation assumptions or processes
adopted from time to time throughout the tendering process and, in the event an
Independent Adviser is used, is given the opportunity to discuss the tenders with
that Independent Adviser.

The three month period referred to in paragraph 5.1 and the six month period referred to
in paragraph 5.3.1 shall each be extended, day for day, to the extent that Post Office
unreasonably withholds or delays its approval of the tender documentation referred to in
paragraph 5.3.2 or otherwise delays the Competitive Tendering by Fujitsu Services in
accordance with paragraphs 5.2 and 5.3.

Fujitsu Services shall disclose to any bona fide potential sub-contractor of Competitive
Tendering Services (subject to the same executing an Agreed Form NDA or any other
form of non-disclosure agreement mutually agreed by Post Office, Fujitsu Services and
such potential sub-contractor) Confidential Information to the extent that such disclosure
is reasonably required to enable that potential sub-contractor to prepare a reasonably
detailed tender proposal, including an anonymised list providing details of the terms and
conditions of employment of all Fujitsu Services personnel (and those personnel of its
relevant sub-contractors) who are then wholly or mainly employed or engaged in the
performance of the Competitive Tendering Services, to the extent such personnel may
be subject to the Transfer of Undertakings (Protection of Employment) Regulations
2006 if such Services were transferred (including, as a minimum, information on (i)

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6.1

6.2

6.3

numbers of personnel (employees, contractors and temporary staff), (ii) salaries and
other benefits, bonuses and pensions arrangements, (iii) where readily available to
Fujitsu Services, skills sets and employment grades, (iv) age and length of service
profile, (v) locations of personnel and (vi) such key employee policies as shall be
generally known to the relevant employees and relevant to their terms of employment or
reasonable expectations).

COMPETITIVE TENDERING BY POST OFFICE
Subject to paragraph 6.2, Post Office shall be entitled if:

6.1.1. Benchmarking by Fujitsu Services pursuant to paragraph 3.4 in respect of any
Testable Service is not initiated in accordance with the Benchmarking timetable
in Annex 2 (as adjusted in accordance with paragraph 3.5) or Fujitsu Services
fails to procure the outputs required by paragraph 3.7 to achieve such
Benchmarking or Fujitsu Services fails to comply with its obligations under
paragraph 3.9 and Fujitsu Services fails to comply with written notice delivered
by Post Office to Fujitsu Services within 60 days of such notice to initiate such
Benchmarking or procure such outputs or comply with such obligations, or

6.1.2 following Benchmarking, Fujitsu Services gives notice to Post Office in
accordance with paragraph 3.9.3; or

6.1.3 it does not agree on a reasonable ground to the Benchmarking approach to be
used by the Benchmarker; or

6.1.4 Competitive Tendering by Fujitsu Services is not initiated within the period
specified in paragraph 5.1 (as may be adjusted in accordance with paragraph
5.4); or

6.1.5 there is a Default by Fujitsu Services in relation to its Competitive Tendering
obligations in paragraph 5.3.1 (the six month period therein as may be adjusted
in accordance with paragraph 5.4),

to initiate a competition within six months respectively of (i) expiry of the 60 day notice
period referred to in paragraph 6.1.1, (ii) receipt of notice under paragraph 3.9.3, (iii) the
date the Benchmarking was due to commence or (iv) expiry of the period referred to in
paragraph 5.1 or (v) Fujitsu Services’ Default in relation to its obligations in paragraph
5.3.1 (as the case may be), to find an alternative supplier of Equivalent Services to the
Testable Service in question. The exercise, by Post Office, of any of its rights under
paragraphs 6.1.1, 6.1.4 and 6.1.5 shall be without prejudice to any other rights or
remedies available to Post Office in such circumstances.

Post Office may choose to appoint an Independent Adviser to run such a competition on
its behalf, such Independent Adviser to be agreed with Fujitsu Services (such
agreement not to be unreasonably withheld or delayed).

Fujitsu Services shall (subject to any applicable legislation or regulations) be entitled to
participate as a tenderer in any such competition. If it participates in such competition,
Fujitsu Services shall submit its tender in the same way and to the same timescale as

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6.4

65

6.6

other tenderers and shall not have access to the financial information in respect of any
other tender.

Unless Fujitsu Services exercises or intends to exercise its right under paragraph 6.3 to
participate as a tenderer in the competition, Fujitsu Services shall provide Post Office or
the Independent Adviser (as the case may be) with such assistance as may reasonably
be required to facilitate such a competition, including managing all or any part of the
competition should Post Office or the Independent Adviser ask it to do so.

Fujitsu Services shall disclose to any bona fide potential replacement provider of
Competitive Tendering Services (subject to the same executing an Agreed Form NDA or
any other form of non-disclosure agreement mutually agreed by Post Office, Fujitsu
Services and such potential replacement provider) Confidential Information to the extent
that such disclosure is reasonably required to enable that potential replacement
provider to prepare a reasonably detailed tender proposal.

Where in accordance with this paragraph 6 Post Office seeks a tender or tenders for a
third party contractor to provide Equivalent Services to those of a Competitive Tendering
Service, Fujitsu Services shall:

6.6.1 to the extent it can reasonably do so in advance (not knowing which provider
will be the winning tenderer) provide to Post Office its best estimate of any
Interface Establishment Costs likely to be incurred by Post Office in connection
with such services on the basis that the specification of the Competitive
Tendering Service and its intended replacement service are the same;

6.6.2 to the extent that any proposed third party replacement service does not meet
the specification of the Competitive Tendering Service, Fujitsu Services shall, in
a timescale consistent with the tender process, advise Post Office of the
Interface Costs likely to be incurred by Post Office in relation to the proposed
replacement service; and

6.6.3 provide to Post Office an anonymised list with details of the terms and
conditions of employment of all Fujitsu Services personnel (and those personnel
of its relevant sub-contractors) who are then wholly or mainly employed or
engaged in the performance of the Competitive Tendering Services, to the
extent such personnel may be subject to the Transfer of Undertakings
(Protection of Employment) Regulations 2006 if such Services were transferred
(including, as a minimum, information on (i) numbers of personnel (employees,
contractors and temporary staff), (ii) salaries and other benefits, bonuses and
pensions arrangements, (iii) where readily available to Fujitsu Services, skills
sets and employment grades, (iv) age and length of service profile, (v) locations
of personnel and (vi) such key employee policies as shall be generally known to
the relevant employees and relevant to their terms of employment or reasonable
expectations).

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7. COSTS OF MARKET TESTING

7.1 Unless expressly provided otherwise in paragraph 7.2 or 7.3 below, each Party shall
bear its own costs (including, in the case of Fujitsu Services, the costs of the
Benchmarker) in relation to Market Testing.

7.2 The costs of undertaking Competitive Tendering incurred by each Party shall be borne
solely by Fujitsu Services if:

7.24

7.2.2

the Competitive Tendering is undertaken pursuant to paragraph 6.1.2 and the
outcome of that Competitive Tendering is that an Equivalent Service to the
Competitive Tendering Service is available at a price which is less than the
Charges for that Competitive Tendering Service (excluding (i) the Service
Management Element, and (ii) any Gain Share payments that may be payable
to Fujitsu Services in relation to cost savings in respect of that Service); or

the Competitive Tendering is undertaken pursuant to paragraph 6.1.1, 6.1.4 or
6.1.5.

7.3 The costs of undertaking Competitive Tendering incurred by each Party shall be borne
solely by Post Office if:

7.3.1

7.3.2

the Competitive Tendering is undertaken pursuant to paragraph 6.1.2 and the
outcome of that Competitive Tendering is that an Equivalent Service to the
Competitive Tendering Service is not available at a price which is less than the
Charges for that Competitive Tendering Service (excluding (i) the Service
Management Element, and (ii) any Gain Share payments that may be payable
to Fujitsu Services in relation to cost savings in respect of that Service); or

the Competitive Tendering is undertaken pursuant to paragraph 6.1.3.

8. PARTIAL TERMINATION, INTERFACE COSTS AND CHARGES

In the event of termination by Post Office of one or more Terminable Service(s) pursuant to
paragraph 4.3.3(b)(ii), the provisions of Clause 48, Schedule E and paragraphs 9.1 and 9.2 of
Schedule D1 shall apply.

9. DISPUTES

Any dispute arising in relation to this Schedule D6 (including in relation to the suitability of the
Benchmarker or Independent Adviser) shall be dealt with in accordance with Schedule A2 to this

Agreement.

10. ASSOCIATED DOCUMENTS

10.1 The following CCDs are associated with this Schedule D6:

Document Reference Document Title

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1 PA/PER/033 Horizon Capacity Management and
Business Volumes
10.2 The following CRDs are associated with this Schedule D6:

Document Reference

Document Title

No CRDs Applicable

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ANNEX 1
TESTABLE SERVICES
TESTABLE SERVICE EARLIEST DATE FOR MARKET TESTING

Branch Network Service

1 April 2007

Service Desk Service

six months after Trigger Point T6 (Counter Application Rollout
Complete)

Engineering Service

Upon Trigger Point T6 (Counter Application Rollout Complete)

Reference Data Management
Service

twelve months after Trigger Point T6 (Counter Application
Rollout Complete)

Third Line Software Support Service

1 November 2010

Application Support Service (Fourth
Line)

1 November 2010

Data Centre Operations Service and
Central Network Service (both
services together constituting one
Testable Service)

six months after Trigger Point T6 (Counter Application Rollout
Complete)

Systems Management Service

six months after Trigger Point T6 (Counter Application Rollout
Complete)

Operational Business Change
(Branch Change) Service

twelve months after Trigger Point T6 (Counter Application
Rollout Complete)

Reconciliation Service

twelve months after Trigger Point T6 (Counter Application
Rollout Complete)

Management Information Service

twelve months after Trigger Point T6 (Counter Application
Rollout Complete)

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ANNEX 2
BENCHMARKING TIMETABLE

Financial
Year Testable Services
ending 31
March: First Market Test in Year Second Market Test in Year
2007 None
2008 Branch Network Service None
2009 None
2010 Engineering Service Service Desk Service
2011 Data Centre Operations Service and Branch Network Service

Central Network Service (both services

together constituting one Testable

Service)
2012 Application Support Service (Fourth Third Line Software Support Service

Line)
2013 Systems Management Service Engineering Service
2014 Service Desk Service Branch Network Service
2015 None (unless contract extended beyond 31 March 2015 in which case

additions/alterations to be agreed)

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SCHEDULE D7

MIGRATION CHARGES

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

3.0 09/07/07 Baseline copy of 1.2

40 14/04/08 Baseline copy of 3.1

5.0 23/02/09 Baseline copy of 4.1

54 20/03/09 Applying CCN 1251

5.2 20/05/09 Applying RPI for 2009

6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 23/04/10 Applying RPI for 2010

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Applying changes as per CCN1289a,
CCN1260c and CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance
with CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Updating as per CCN1616b and moving all
Schedules to v13.0

14.0 20/12/2021 Moving all Schedules to V14.0

Schedule D7 Version 14.0
Page 1 of 6
CONFIDENTIAL,
SCHEDULE D7
MIGRATION CHARGES
4. INTRODUCTION
1.4 This Schedule sets out the Charges for hardware and software to be procured for

1.2

1.3

21

2.2

installation in:
1.1.1. Data Centres as part of Project HNG-X; and

1.1.2 Branches as part of Project HNG-X or the Associated Change
Activities,

which shall be paid by Post Office to Fujitsu Services.
This Schedule also sets out details of the amount payable by Post Office to Fujitsu
Services for the conversion of Old CTO Configurations to New CTO Configurations

as part of Project HNG-X.

All amounts set out in this Schedule are exclusive of VAT and shall be invoiced and
paid in accordance with Schedule D2.

DATA CENTRE CHARGES

Data Centre hardware and software Charges for Financial Year ending 31 March
2007

In consideration for the installation of hardware and software in Data Centres as part
of Project HNG-X, Post Office shall pay to Fujitsu Services on the first day of each
calendar month in the Financial Year ending 31 March 2007 the sum of £847,795.58.

Data Centre Software Charge for Financial Year ending 31 March 2008

2.2.1 Prior to Purchase Point P2, Post Office shall notify Fujitsu Services of any
variations forecast by Post Office to the forecast numbers of Branches and
Counter Positions set out in the Table entitled “Branch and Counter Position
Limits” in Part 1 of Annex A to Schedule D1 and a pro rata adjustment to the
quantity of 35,000 Microsoft Client Access Licences required by Post Office
shall be agreed under the Change Control Procedure.

2.2.2 Fujitsu Services shall at Purchase Point P2 procure on behalf of Post Office
35,000 Microsoft Client Access Licences or such other number of such
licences as may be agreed pursuant to paragraph 2.2.1.

2.2.3 In consideration for the installation of software in Data Centres as part of
Project HNG-X, an amount equal to the aggregate number of Microsoft
Client Access Licences to be so procured by Fujitsu Services multiplied by
the unit cost to Fujitsu Services of each such Microsoft Client Access

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Licence, multiplied by 100 and divided by 95, shall be invoiceable in full by
Fujitsu Services as and from the date of Purchase Point P2 for payment by
Post Office.

2.2.4 The indicative aggregate charge for the installation of software in Data
Centres under paragraph 2.2.3 is £863,211. This indicative amount
assumes a quantity of 35,000 Microsoft Client Access Licences for a Branch
estate based on the forecast numbers of Branches and Counter Positions
set out in the Table entitled “Branch and Counter Position Limits” in Part 1
of Annex A to Schedule D1.

23 Additional Data Centre Hardware Charges for Financial Year ending 31 March 2008

In consideration for the installation of hardware and software in Data Centres for the
handling of Sensitive Authentication Data and Cardholder Data as introduced by
CCN 1202, Post Office shall pay to Fujitsu Services the sum of £430,622 which shall
be payable on 30 June 2007.

2.4 Additional Data Centre Hardware Charges for Financial Year ending 31 March 2009

In consideration for additional hardware and software to be installed in Data Centres
in Financial Year ending 31 March 2009, Post Office shall pay to Fujitsu Services the
sum of £2,000,000 which shall be payable on 30th September 2008.

25 Additional Charges for Removal of the Weekend D approach to Data Centre
Migration

In consideration for the removal of the weekend D approach to Data Centre migration
as documented in CCN1251, Post Office shall pay to Fujitsu Services the sum of
£500,000 which shall be payable on 27th February 2009.

3. BRANCH CHARGES

3.1. Indicative quantities of Flat Screens to be installed in Branches as part of Project HNG-
X and are set out in Table 1 below. The quantities set out in Table 1 are based on the
forecast numbers of Branches and Counter Positions set out in the Table entitled
“Branch and Counter Position Limits” in Part 1 of Annex A to Schedule D1. Prior
to Purchase Point P4, Post Office shall notify Fujitsu Services of any variations
forecast by Post Office to the forecast numbers of Branches and Counter Positions
set out in the Table entitled “Branch and Counter Position Limits” in Part 1 of Annex
Ato Schedule D1 and pro rata adjustments to the quantities specified in Table I shall
be agreed under the Change Control Procedure accordingly

3.1A Table I also includes confirmed quantities of 3G, 4 port routers as confirmed at
Purchase Point P1.

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3.2 The Charges for hardware and software referred to in Table 1 below shall be
calculated by Fujitsu Services and paid by Post Office to Fujitsu Services as
described in paragraphs 3.3, 3.4 and 3.5.

Table 1 Financial Years ending 31 March
2007 2008 2009 2010 2011 2012 2013

[Hardware for

Branches

3G, 4 Port Router

(Quantity 12,897

[Annual Charge £4,683,37 £0
0
Flat Screen
replacement
(Quantity 980 2,427 2,956 3,535 4,176

3.3 In respect of the 3G, 4 port routers:

3.3.1

Fujitsu Services shall procure the quantities in each Financial Year specified
in Table 1 above, as adjusted pursuant to paragraph 3.1; and

the total Charge for 3G, 4 port routers in 2009 shall become due for payment
on the 30" March 2009. The total Charge for 3G, 4 port routers in 2010 shall
become due for payment in accordance with paragraph 3.3.3. The values
specified in Table 1 above are inclusive of margin.

Post Office has agreed to pay Fujitsu Services' costs up to a maximum
amount of £100,000 to provide an enhanced solution in relation to branch
routers and resultant network coverage. Fujitsu will provide Post Office with
evidence before Post Office commits to this additional expenditure that
reasonably satisfies the Post Office of the benefits that this enhanced
solution would provide. Where, without prejudice to the future operation of
paragraph 1.5 of Schedule D1, Fujitsu Services needs to bear any additional
costs (in excess of the sum payable by Post Office) necessary for Fujitsu
Services to meet any existing related contractual obligations (as amended
by relevant correspondence, if any) relating to branch routers and network
coverage, this shall be set out in a CCN. If Post Office is not satisfied that
Fujitsu has proved the value of the enhanced solution it shall not be obliged

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CONFIDENTIAL

3.4

3.5

3.6

6.1

6.2

to incur this additional expenditure and both parties shall revert to their
respective rights and obligations prior to this CCN in these respects.

Not Used
Not Used.

The indicative annual charges for 3G, 4 Port Routers that are set out in Table 1
above are on the basis of the quantities of each of those items set out in Table 1
(which are based on the numbers of Branches and Counter Positions set out in the
Table entitled “Branch and Counter Position Limits” in Part 1 of Annex A to Schedule
D1).

INDEXATION

The Charges referred to in paragraph 5 in this Schedule D7 shall be adjusted for
RPI in the same manner and at the same times as the Indexed Charges (other than
the Near Shore and Offshore Rates) are adjusted for RPI, as set out in paragraph
16 of Schedule D1. The charges and rates so adjusted shall be recorded in a new
version of this Schedule D7. Charges for hardware in this Schedule D7 are not
subject to RPI adjustment.

HNG-X CTOs

Fujitsu Services has agreed to install 374 New CTO Configurations within 57 CTOs
and shall complete such installation no later than Trigger Point T6 (Counter
Application Rollout Complete). In consideration of Fujitsu Services carrying out such
installations, Post Office shall pay to Fujitsu Services the sum of £78,527 which sum
shall be invoiced by Fujitsu Services following completion of all such installations.
Any third party charges in respect of such installations shall be payable by Post
Office.

ASSOCIATED DOCUMENTS

The following CCDs are associated with this Schedule D7:

Document Reference Document Title

1 Horizon Capacity Management and I PA/PER/033
Business Volumes

2 Withdrawn in CCN1616b

The following CRDs are associated with this Schedule D7:

Document Reference Document Title

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NO CRDs APPLICABLE

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SCHEDULE D8

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HNG-X AND ASSOCIATED CHANGE DEVELOPMENT CHARGES

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN
1200

2.0 25/01/07 Baseline copy of 1.2

3.0 09/07/07 Baseline copy of 2.3

4.0 14/04/08 Baseline copy of 3.4

5.0 23/02/09 Baseline copy of 4.2

5.1 20/05/09 Applying RPI for 2009

6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu

6.1 04/01/10 Amendments as per CCN 1268

7.0 10/05/10 Moving all schedules to V7.0 as agreed with
Fujitsu

8.0 21/02/12 Moving all schedules to V8.0 in accordance
with CCN1294d

9.0 13/01/14 Moving all Schedules to v9.0 in accordance
with CCN1349

10.0 10/09/15 Moving all Schedules to v10.0 in accordance
with CCN1506

11.0 31/03/16 Moving all schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Moving all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 Updating as per CCN1649 and moving all

Schedules to V14.0

Schedule D8 Version 14.0

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CONFIDENTIAL

1.3

24

2.2

SCHEDULE D8

HNG-X AND ASSOCIATED CHANGE DEVELOPMENT CHARGES

INTRODUCTION

This Schedule sets out the Charges for HNG-X Development and Associated Change
Development which shall be paid by Post Office to Fujitsu Services.

All amounts set out in this Schedule (with the exception of the amount set out in
paragraph 1.3.1):

1.2.1 are before adjustment for RPI, as described in paragraph 5, and before VAT;
and

1.2.2 shall be invoiced and paid in accordance with Schedule D2.
In this Agreement the following expressions shall have the following meanings:

1.3.1 “HNG-X Project Price” means the amount paid, being £60,695,937.02
(excluding VAT but inclusive of adjustments for RPI) for the labour element of
the HNG-X release 1 development only (as re-stated at the date of signature of
CCN 1268 at Annex 1 of this Schedule D8 and as amended subsequently from
time to time under the Change Control Procedure.

The HNG-X Project Price constitutes all the charges paid for the labour element of the
HNG-X release 1 development (as referred to in the definition of the HNG-X Project
Price) and Fujitsu Services acknowledge and agree that no other charges whatsoever
are payable for the same.

HNG-X DEVELOPMENT AND ASSOCIATED CHANGE DEVELOPMENT CHARGES

The sum of £744,000 shall be invoiced by Fujitsu Services to Post Office at any time on
or after the date of signature of CCN 1200 for work carried out prior to commencement
of HNG-X Development. This figure is included in the value of the HNG-X Project Price
above.

Post Office shall, in addition, pay for further HNG-X Development and Associated
Change Development undertaken on and after the date of CCN 1268, (11/12/09) on a
time-cost basis, subject to paragraphs 3.3, 3.4 and 3.5, according to the following rates:

Rateperhour IRateperhour [Rate per hour
On Shore Near Shore Offshore (India)

Grade

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23

24

25

Rate per hour Rate per hour Rate per hour
Grade
‘On Shore Near Shore Offshore (India)
Systems Engineer £71.70 £93.76 £36.15
Senior System Engineer [£86.72 £97.34 £38.25
Lead System Engineer £102.03 £104.50 £41.81
Unit Leader £114.62 £122.57 £58.03
Consultant £131.89 - -
Senior Consultant, 147.51 . .
Manager
Senior Manager, Principal 6173.28 . -
Specialist

The D8 Charges shall be payable monthly in arrear.

The D8 Charges calculated in accordance with paragraph 2.2 in respect of work
undertaken for that day by each of a Consultant, Senior Consultant, Manager and
Senior Manager, Principal Specialist shall in each case not exceed 7.4 multiplied by the
applicable hourly rate in total per day (rounded downwards to the nearest whole pound).

Post Office shall be entitled on a monthly basis, in accordance with paragraph 10.2 of
Schedule D1, to offset pre-paid Development Charges as a credit against the D8
Charges.

Not Used.

ADJUSTMENT

On each occasion that Fujitsu Services is entitled to an adjustment to the HNG-X
Project Price, it shall be calculated in accordance with paragraph 2 above.

INDEXATION

All hourly and daily rates specified in this Schedule D8 shall be adjusted in the same
manner and at the same times as the rates set out in paragraph 10.4 of Schedule D1
are adjusted pursuant to paragraph 16 of Schedule D1.

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6. RETENTIONS

Post Office shall, subject to paragraph 6.7, be entitled to make the following retentions
from amounts payable to Fujitsu Services in respect of HNG-X Development Charges:

Initial Acceptance Retention Amount

6.1

6.2

6.3

if, at the HNG-X Initial Acceptance Date, there are any outstanding HNG-X
Medium Severity Acceptance Incidents, Post Office shall be entitled to withhold
from the amount or amounts first payable by it relating to HNG-X Development
Charges following the HNG-X Initial Acceptance Date an amount of £500,000
(the “Initial Acceptance Retention Amount’);

subject to paragraph 6.3, the Initial Acceptance Retention Amount shall be
retained until all HNG-X Medium Severity Acceptance Incidents referred to in
paragraph 6.1 shall have been closed (all agreed Rectification Plans and agreed
workarounds having been successfully implemented) at which point the Initial
Acceptance Retention Amount shall be paid to Fujitsu Services by Post Office
following receipt of an invoice for the same raised in accordance with Schedule
D2;

if, at the time at which the Initial Acceptance Retention Amount would otherwise
have been paid pursuant to paragraph 6.2, any HNG-X High Severity Acceptance
Incident or HNG-X Medium Severity Acceptance Incident raised during live
monitoring remains outstanding, the Initial Acceptance Retention Amount shall
not be paid but shall instead be applied as the Final Acceptance Retention
Amount;

Final Acceptance Retention Amount

6.4

6.5

6.6

if paragraph 6.3 applies, Post Office shall be entitled to retain the Initial
Acceptance Retention Amount as the Final Acceptance Retention Amount;

if paragraph 6.3 does not apply then if, at the HNG-X Final Acceptance Date,
any HNG-X Medium Severity Acceptance Incident raised during live monitoring
but after release of the Initial Acceptance Retention Amount remains
outstanding, Post Office shall be entitled to withhold (by way of the credit note
referred to in paragraph 6.7) from any sums due under this Agreement
(including without limitation the Operational Charges) an amount of £500,000
(the “Final Acceptance Retention Amount”);

the Final Acceptance Retention Amount shall be retained until all HNG-X
Medium Severity Acceptance Incidents raised on or before the HNG-X Final
Acceptance Date shall have been closed (all agreed Rectification Plans and
agreed workarounds having been successfully implemented) at which point the
Final Acceptance Retention Amount shall be paid to Fujitsu Services by Post
Office following receipt of an invoice for the same raised in accordance with
Schedule D2; and

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6.7 if paragraph 6.3 does not apply, Fujitsu Services shall issue to Post Office a
credit note for the Final Acceptance Retention Amount in accordance with the
provisions of Schedule D2 which Post Office shall be able to apply against any
other sums due under this Agreement.

7. ASSOCIATED DOCUMENTS

7.1 The following CCDs are associated with this Schedule D8:

Document Reference Document Title

NO CCDs APPLICABLE

7.2 The following CRDs are associated with this Schedule D8:

Document Reference Document Title

NO CRDs APPLICABLE

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ANNEX 1
1. Introduction

This paper provides a summary of all Horizon and HNG-X Change Requests or other
agreed changes that have been raised and approved by Fujitsu Services since the date of
the HNG-X Contract and which align with the V0.80.A20 plan (as at 28th September 2009).

These Change requests are solely those that apply to the development of the initial release
of HNG-X.

Change requests that are applicable to HNG-X may also have a commercial impact. This is
managed via the Change Management process and agreed via the appropriate Change
Work Order documentation.

The process for applying the effect of the approved CRs is summarised in section 4.

The cost of any development labour in the changes listed in this document, together with
the development labour costs related to the HNG-X Initial Requirements Baseline are all
included in the HNG-X Project Price.

Status as at date of HNG-X Contract.

At the date of the HNG-X contract a number of post-S92 approved Change Requests were
agreed to be included in the POL Initial Requirements Baseline. These are listed in
Schedule B6.1 —Annex 13 and in section 2.1 below.

Current Status

Section 2.3 comprises summary details of approved CRs that have been raised subsequent
to the date of the HNG-X Contract with those that are applicable to HNG-X in section 2.3.1
and those that were signed post-CCN1246 section 2.3.2. Section 3 provides a summary of
raised but not approved CRs that may have applicability. This will be confirmed once the CR
has been approved.

Withdrawn CRs are not included in any of these lists.

This document is updated periodically with the latest approved Change Requests and
issued to POL for agreement. Subsequently POL and FS will review the newly applicable
changes and agree how they are to be applied to the HNG-X functional or non-functional

requirements.

Note — FS Change Management also provide summarised information of agreed Change
Requests to POL. This information is reconciled with the details in this paper.

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2. Change requests to be applied to the HNG-X Initial Requirements Baseline

CRs approved before HNG-X contract date — no commercial impact

This comprises the list of CRs that are agreed as part of Applicable Horizon Baseline and

listed in Schedule B6.1 — Annex 13.

POL CR ref. Change Work FS CP ref Summary description
Package ref.

PSO_FSL_CR00326 I PWY_CWP_404 4037 Provision of DR capability to connect
POLFS users to POLFS when NDC is not
available.

POLCC_FSL_CROO I PWY_CWP_393 4080 New Algorithm Condition permissible in

547 Field Validation

PSO_FSL_CR00734 I PWY_CWP_457 4100 Amend Horizon to accept 5 digit item
numbers

PWY_CWP_488

PSO_FSL_CR00583 I PWY_CWP_409 4107 Country of destination on T& T message

PSO_FSL_CR00531 I PWY_CWP_414 4110 Quantity function in Smartpost to operate
when PAF is optional and not selected.

PSO_FSL_CR00584 I PWY_CWP_410 4117 New despatch report for existing client

POLCC_FSL_CROO I PWY_CWP_423 4136 Printing Retailer Logos on Retailer branded

71 Orders

POLCC_FSL_CRO6 I PWY_CWP_437 4150 Removal of a line on the Despatch Report

93

POLCC_FSL_CROO I PWY_CWP_439 4153 Rejected Postage Label Report

73

POLCC_FSL_CROO I PWY_CWP_453 4165 BAU - New Barcode range for P6097

77 Labels

PSO_FSL_CR00728 I PWY_CWP_456 4168 Cut Off facility for the Office Weekly
Postage Labels report

PSO_FSL_CR00727 I PWY_CWP_455 4169 Date Range for Daily Rem reports

PSO_FSL_CR00744 I PWY_CWP_466 4173 Transmit PDR data from Horizon to POLFS
and MI system.

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POL CR ref. Change Work FS CP ref Summary description
Package ref.

PSO_FSL_CRO00754 I PWY_CWP_471 4184 Shopping Basket Finance Integration
(Flowers and Travel Insurance)

PSO_FSL_CRO0756 I PWY_CWP_474 4185 Allow today's date to be used in selecting
the date range on the Office Weekly Sales
Report

PSO_FSL_CRO00786 I PWY_CWP_481 4201 A&L Sequential Referencing onto ADC

PSO_FSL_CR00781 I PWY_CWP_480 4202 Mails Receipt changes

v2_FS

PSO_FSL_CR0893_ I PWY_CWP_496 4209 Implement changes to XI as identified in the
changed functional spec

PSO_FSL_CR00873 I PWY_CWP_494 I 4212 New AP-ADC Data Type — StackLookup

PSO_FSL_CRO0968 I PWY_CWP_530 4255 Receipt Template for Automation of

_FS Travellers Cheques ADC Product

PSO_FSL_CR00921 I PWY_CWP_505 I 4231 PostShop Receipt Template

v2

PSO_FSL_CR00925 I PWY_CWP_508 4237 Cessation of the BBC AP interfaces

_FS

PSO_FSL_CRO0950 I PWY_CWP_517 4247 Generic Branch Receipt Template

_FSv2

PSO_FSL_CRO0956 I PWY_CWP_520 4249 Gift Voucher Shop Receipts

PSO_FSL_CRO00680 I PWY_CWP_525 4251 Including figures for cash in pouches in
Flexible Planning input

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3. CRs approved before HNG-X contract- commercial impact
This table lists those CRs that were identified as requiring impacting before they could be
incorporated into the HNG-X Requirements baseline.
CT/CWPref I FSCP ref Status Description Horizon I Band
Or Release
CCN ref
PWY_CWP_491 I 4203 APPROVED I Introduction of a New Portable T10 Medium
Counter
PWY_CWP_490 I 4213 APPROVED I Addition of BFPO items to 720 Medium
Pricing in Proportion CR 659
PWY_CWP_473 I 4189 APPROVED I Changes to Support Channel 720 Medium
4355 Based Pricing
(CCN 1211)
4. CRs approved after HNG-X contract date
Relevant to HNG-X
This table shows the changes related to Post Office Change Requests or other agreed changes
that have been approved after the HNG-X Contract Date and which have been assessed as
having relevance to HNG-X.
The table below records these changes ordered by the Fujitsu Services CP number, and also
shows the Fujitsu Services CT number and any related CCN number.
cT FS CP CCN Release Description New this
Number I number I number issue
422 4137 720 Smart Post Pricing in Proportion
497 4207 T10 Change to POL FS interface (A& L
Changes)
498 4210 T10 Fujitsu Services consultancy for
Requirements Analysis stage of
Post Office MoneyGram
automation project

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cT FS CP CCN Release Description New this

Number I number I number issue

514 4236 720 Suppress XML for DVLA

534 4253 T20 Euro / Dollar Rate Boards

561 4259 T40 Epson Counter Printer Rollout

561 4260 T40 Epson Firmware and Logo
Download Support

539 4261 T30 Clearance of Cash in Pouches
transactions

540 4263 T30 Pre-paid Cards - Transaction
Settlement

531 4272 T30 Unrecognised element on non-
initiating Tokens

561 4273 T40 Counter printer Com Port Speed
Change

559 + 4280 T30 Receipt Template for NS&I

567 Investment Account Deposit ADC
Product

570 4302 T30 Receipt Template for Customer
Referrals ADC Product

4305 1202 I HNGx Application for PCI

577a 4306 1202 I T60 Zeroise the PAN numbers on the
feed from Horizon to the MI
system.

571 4307 T40 Enhancement of APOP report
generating functionality to support
Accounting/Audit requirements

576 4308 T40 Amendment to Travellers Cheque.
Sales Daily Report

580 4312 T30 XI changes associated with T30
CP 4261 and 4270

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cT FScP CCN Release Description New this
Number I number I number issue
587 4329 T40 Update to Existing FRTS Travel
Card receipt Template
590 4333 T40 Update to existing PostShop
Receipt Template
599 4350 T40 Update to Existing Environment
Agency Receipt Template
4357 4211 I HNGx HNG-X CP0003 - Provide
Exchange rates for USD and Euro
as a parameter into AP-ADC for
HNG-X
4358 1211 I HNGx HNG-X CP0004 - Introduction of
'NoHome' version of ADC
Datatypes for HNG-X
4359 1211 I HNGx HNG-X CP0005 - Transfer of Cash
and Stock between Branches for
HNG-X
4360 1211 I HNGx HNG-X CP0006 - MoneyGram -
Use of commas within currency
fields for HNG-X
4361 1211 I HNGx HNG-X CP0007 - PIN Change for
LINK - Solution Build & Test and
Implementation for HNG-X
4362 1211 I HNGx HNG-X CP0008 - APOP Service
Introduction - PayOut for HNG-X
4363 1211 I HNGx HNG-X CP0009 - MoneyGram -
ISDN backup connectivity for
HNG-X
518 4364 1211 I HNGx HNG-X CP0010 - Introduction of
MoneyGram to HNG-X
4382 1214 I HNGx HNG-X CP0016 - Multiple Session

Processing - Costing

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cT
Number

FS CP
number

CCN
number

Release

Description

New this
issue

4405

1219

HNGx

HNG-X CP0022 - Migration of
PHU1.5 Portable Counter to HNG-
x

4415

1217

HNGx

HNG-X CP0025 - Provision of
Postal Services Reference Data
(Selectica)

433

4426

HNGx

HNG-X CP0028 - WAN network for
HNG-X

4428

1226

HNGx

HNG-X CP0029 - Introduction of a
Remuneration Report for HNG-X

4429

1226

HNGx

HNG-X CP0030 - Various smart
post changes for HNG-X

4430

1226

HNGx

HNG-X CP0031 - Migration of
Telecoms Service to HNG - X

4431

1226

HNGx

HNG-X CP0032 - Migration of
Automated Stock Ordering to
HNG-X

4432

1226

HNGx

HNG-X CP0033 - Track and Trace
messaging via AP-ADC for HNG-X

4459

1226

HNGx

HNG-X CP0036 - Obscure
‘personal’ data in the AP Client File
Audit Copy of Telecoms Service
Registration File

4469

1226

HNGx

HNG-X CP0040 - Extend Riposte
Archiving Period for HNG-X

4478

1216

HNGx

HNG-X CP0045: Forwarding
APADC data to POLMI system
from HNGX (without Filtering)

4482

1228

HNGx

HNG-X CP0047 - HNG-X migration
of Horizon to EDG2 interface for
Girobank (A&L) AP transaction
files

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cT
Number

FS CP
number

CCN
number

Release

Description

New this
issue

4501

1228

HNGx

HNG-X CP0061 - Automated Stock
Ordering - APOP Schema Change

Y

4508

1228

HNGx

HNG-X CP0065 - Migration of
Kahala GDD Integration smartpost
Service to HNG-X

4527

1233

HNGx

HNG-X CP0080 - Optionally Inhibit
Label Production for Postal
Services - HNG-X

661

4526

1233

T82

Optionally Inhibit Label Production
in smart post

4529

1228

HNGx

HNG-X CP0081 -Support for POL
Automation of MVL reconciliation -
HNG-X

4530

1230

HNGx

HNG-X CP0082 - Refinements to
HNG-X Session Suspend

4558

1232

HNGx

HNG-X CP0103 - Reintroduce the
AP Transaction Report

4575

1228

HNGx

HNG-X CP0118 - Migration of
Horizon Bureau Pre-order Service
to HNG-X

4577

1228

HNGx

HNG-X CP0119 - Migration of
Horizon AP-ADC/APOP Service for
Retail to HNG-X

4645

1231

HNGx

HNG-X CP0174 - Introduction of
File Integrity Monitoring for HNG-X.
to Support PCI Compliance
(Updated)

675

4628

HNGx

HNG-X CP0160 - Consultancy -
APOP Future Functionality

685

4685

HNGx

HNG-X CP0207 - Router Cable
Tags

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cT FS CP CCN Release Description New this
Number I number I number issue
4693 1243 I HNGx HNG-X CP0213 Migration of Y
CAPO Withdrawal Correction
(WDC)
680 4695 HNGx HNG-X CP0215 - PIN Pad Y
Replacement Study
4707 1234 I HNGx HNG-X CP0226 - Revised Y
Approach to POL-FS Migration
(Proof of Concept)
4708 1234 I HNGx HNG-X CP0227 - Revised Y
Approach to POL-FS Migration
644 4454 Horizon Telecoms Service — Y
Change the Counter Interpretation
of the Results Provided by the
ADSL Checker
5. Changes post CCN1246
Change I Release Raised Description Status Comments
CCN1243 I HNG-X 01/08/08 I Migration of CAPO APPROVED
Withdrawal Correction to
HNG-X
CT0681 Rel Ind 20/08/08 I Produce Study Report on the I CLOSED
Separation of the Managed
Services for the Branch
Infrastructure *
CT0746 HNG-X 17/04/09 I Increase Max Branches (Re- I APPROVED completed
wording of HNG-X
requirement)
CT0719 HNG-X 13/01/09 I Capacity Study to Determine I APPROVED completed
the Impact on HNG-X of an
Increase to the Track & Trace
Contractual Limits

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CT0717

HNG-X

11/02/09

Postal Services Destination
Area Rules (MBC001) & PIP
Format Selection (MBC003)

APPROVED

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completed

CT0765

HNG-X

01/08/09

Provision of Test Resources
to Fujitsu

APPROVED

negative cost

CT0767

HNG-X

07/08/09

Amendment to the existing
VocaLiNK firewall rule
mapping - HNG-X

SUBMITTED

completed

* Cancelled by Post Office Ltd before work completed.

6. Future changes assessment

This table lists all those unapproved CCNs/CTs that relate to the initial development release
of HNG-X which have been raised by Fujitsu Services or requested by Post Office but have
not yet reached a conclusion. It provides an initial indication of future changes for planning
purposes only. It does not contain any assessment of the commercial implications of the
changes.

Not Yet Approved

1259b I HNG-X 15/05/2009 I Deferral of Auto Fault SUBMITTED
Logging
1260a I Rel Ind 28/04/2009 I Branch Router Price SUBMITTED
Confirmation
TBA I TBA TBA DXI NOT YET
SUBMITTED

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SCHEDULE E

TERMINATION AND THE EXIT PLAN

Version History

1.0 31/08/06 Agreed version as at date of signature of CCN 1200

1.41 26/09/06 Minor corrections by PO

1.2 11/10/06 Further minor corrections from FS

1.3 05/12/06 Minor corrections by PO

2.0 25/01/07 Baseline copy of 1.3

21 22/05/07 Applying CCN1210a

3.0 09/07/07 Baseline copy of 2.1

6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu

7.0 26/04/10 Moving all Schedules to v7.0 as agreed with Fujitsu

8.0 21/02/12 Applying changes as per CCN1294d

9.0 13/01/14 Applying changes as per CCN1349, CCN1322b and CCN1400

10.0 10/09/15 Applying changes as per CCN1409a, CCN1421a, CCN1422
and moving all Schedules to v10.0 in accordance with
CCN1506

11.0 31/03/16 Applying changes as per CCN1423c, CCN1500a, CCN1512c,
CCN1600 and moving all Schedules to V11.0 in accordance
with CCN1604

12.0 03/07/17 Applying changes as per CCN1601b, CCN1609d, CCN1620c,
CCN1621 and moving all schedules to V12.0

13.0 Applying changes as per CCN1612b, CCN1633a, CCN1637b
and moving all schedules to v13.0

14.0 20/12/2021 I Applying changes as per CCN1623b, CCN1672a, CCN1700
and moving all schedules to V14.0

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SCHEDULE E
TERMINATION AND THE EXIT PLAN
41. INTRODUCTION
1.41 This Schedule E covers the principles, responsibilities and payments related to

termination of this Agreement, expiry of an Expiring Service, Partial Termination and
termination of Project HNG-X.

1.2 Termination of this Agreement

1.2.4

1.2.2

For the purpose of this Schedule E, termination of this Agreement includes:

(a) termination of this Agreement before its expiry due to Fujitsu Services’
Default pursuant to Clause 47.2;

(b) termination of this Agreement before its expiry without Fujitsu Services’
Default; and

(c) termination of this Agreement at its expiry.

Both Parties agree that the risk profile during the term of this Agreement should
remain broadly constant and that the hardware and software used to provide the
Services should be upgraded if required to remain within support. The
responsibility for procuring upgrades to hardware and software components
remains with Post Office. As such Post Office shall agree to maintain the risk
profile broadly as at the date of the CCN 1600 and that the hardware and software
used to provide the Services should be upgraded if required to remain within
support via:

(a) arevision and re-planning work with respect to R&R2 project (CT1848) (such
as using Redhat 7 operating system to ensure security to 2022) , which shall be
agreed by the Parties via a further CT document;
(b) a third risk and resilience project (referred to as “Trinity 3”); the precise detail
of which is yet to be agreed upon completion of a technical roadmap, but shall
broadly address the following:

(i) refresh of Brocade SAN switches;

(ii) refresh of 15-30 discrete servers;

(iii) refresh or upgrade of Debit Card connectivity (BT are expected
withdraw kilostream technology in 2018);

(iv) refresh or upgrade of Systems Management EFS servers (for
Horizon Anywhere Gaps proposal);

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(v) DC facilities chillers and security systems; and
(vi) Cisco and additional applications; and
in addition it may address:

(i) Oracle DB/OEL upgrade. The current version goes end of life
December 2020. All the security appliances will need refreshing. McAfee
expires December 2019, Bluecoat 2018

In scoping “Trinity 3” the following assumptions were made:

(i) the full deployment of Horizon Anywhere and the completion of
the Branch Network service migration to a third party by 31st March 2017
and the successful completion of the R&R2 programme (as amended);

(ii) An expiry date on the Agreement of 31st March 2022;

(ili) Blades & Storage (expiry range 2019-2021) — Assumption is
Fujitsu can secure extended support to March 2022. (Final agreement to
be agreed);

(iv) FCN connectivity will be available for the duration;

(v) Windows 2012 & 10 will last until March 2022 (part of current
R&R2 programme);

(vi) Horizon Anywhere Bluecoat appliances — assumed to last to
2022;

In addition, it is assumed that Fujitsu and Post Office will agree a change to the
current R&R2 programme (CT1848) to retarget RHEL7 — it is currently delivering
RHEL6.

As a consequence of assumption (ii) above, it is agreed that Trinity 3 will need to
be reviewed to include any refresh and upgrade activities required to ensure
hardware and software (including operating systems) used remain in support
through to 31st March 2023 and Post Office will be responsible for procuring (and
paying for) any additional hardware and software (including operating system).;
and

(c) the extension of Test Rigs, as described and defined in CCN 1420a, to 31
March 2022.

Both Post Office and Fujitsu Services shall act reasonably in agreeing the above
projects. In the event that the Parties fail to reach agreement as to the commercial
terms and/or the relevant project is cancelled or the Test Rigs service is
terminated, then to the extent to which the Services are impacted by this failure
and/or termination, such Services shall be delivered by Fujitsu Services on a

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reasonable endeavours basis and all associated Service Levels shall also
become reasonable endeavours obligations.

1.2.3 Notwithstanding paragraph 1.2.2, both parties acknowledge that they may agree to
an alternative approach (both acting reasonably) to enacting a third R&R project
and as such use the capital investment from the Post Office in other ways. This
shall be subject to the agreement by both Parties and the default position shall
remain (unless otherwise agreed) that where these projects are not contracted or
delivered, the delivery of the affected Service reverts to a reasonable endeavours
basis.

1.2.4 With respect to the Oracle database elements of the Data Centre Operations
Services only, in the event that the Oracle database goes out of Oracle extended
support then the provisions of paragraph 6.1 of Schedule D1 shall apply.

1.3 Partial Termination

1.3.1 For the purpose of this Schedule E, Partial Termination includes:

(a) termination by Post Office of one or more Terminable Service(s) in
relation to Market Testing pursuant to Clause 47.10.1 (where paragraph

4.3.3(b)(ii) of Schedule D6 applies); and

(b) termination by Post Office of one or more Terminable Service(s) for
convenience pursuant to Clause 47.10.2;

14 Termination of Project HNG-X
1.4.1 For the purpose of this Schedule E, termination of Project HNG-X includes:

(a) termination of Project HNG-X due to Fujitsu Services’ Default pursuant to
Clause 47.11.1;

(b) termination of Project HNG-X for convenience pursuant to Clause

47.11.2;
(c) automatic termination of Project HNG-X in accordance with Clause 47.15.
1.5 In any of the termination scenarios set out in paragraphs 1.2 and 1.3 (but not in the case

of termination of Project HNG-X as referred to in paragraph 1.4) Post Office may seek to
obtain the delivery of Replacement Services under this Agreement or seek to continue
the Relevant Services after termination, in each case either by performing them itself or
by means of the Next Supplier.

1.6 The Parties acknowledge that it is their overall objective in relation to termination of the
Agreement, expiry of an Expiring Service and Partial Termination to procure, so far as is
reasonable and practicable, that there shall be an orderly transfer of responsibilities for
the delivery of the Relevant Services provided under this Agreement or an orderly and
efficient transition from the provision of the Relevant Services to the provision of

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2.1

2.2

Replacement Services (as the case may be) to the Next Supplier and that any risk to or
adverse effect on the continuity and quality of the Services during such transfer shall be
minimised.

The purpose of this Schedule E is to:
1.7.1 set out certain principles governing Partial Termination;

1.7.2 set out the main steps to be followed on termination of this Agreement, Partial
Termination and/or termination of Project HNG-X;

1.7.3 set out the assistance that Fujitsu Services shall, and in the case of Paragraph
3,15 may, provide to Post Office and/or its Next Supplier with the intention of
helping them (if it is Post Office's chosen strategy to do so) put themselves in a
position to commence performance of Replacement Services promptly upon
expiry of this Agreement or as soon as reasonably practicable after completion of
any period of notice of termination given by Post Office to Fujitsu Services; and

1.7.4 set out the Parties’ obligations with respect to the development and maintenance
of the Exit Strategy and the Exit Plans.

Notwithstanding any provisions of this Schedule E to the contrary, if this Agreement is
terminated for Post Office Default under Clause 47.4, Fujitsu Services shall not be obliged
to develop or implement the General Exit Plan or the HNG-X Exit Plan.

PARTIAL TERMINATION

Partial Termination Principles

Post Office shall not be entitled to terminate any Terminable Service under Clause 47.10.1
or 47.10.2 prior to the date or event specified in relation to that Terminable Service in the
column headed “Date or Event from which termination can be effective.” in the table set
out in Annex 1 of this Schedule E.

Following service of a notice duly served under Clause 47.10.1 or 47.10.2, the Parties
shall assess the impact of the relevant Partial Termination upon the rest of this Agreement
in order to agree under the Change Control Procedure (such agreement not to be
unreasonably withheld or delayed) any consequential changes to this Agreement
necessary to deliver the Services continuing after such Partial Termination including,
without limitation, the changes necessary to address:

2.2.1 the relevant indicative impacts listed in the table at Annex 1 to this Schedule E;
2.2.2 relevant dependencies and interfaces with other Operational Services identified

in the CCD (referred to in Schedule B3.1) that describes the Terminable Service
to be terminated;

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23

24

2.2.3. the impact on Fujitsu Services’ ability to achieve any Service Level or other
obligations the achievement of which is linked to or dependent upon the
Terminable Service to be terminated;

2.2.4 any dependencies that Post Office shall fulfil or responsibilities that Post Office
shall perform in relation to the impacts referred to in paragraphs 2.2.1, 2.2.2 or
2.2.3;

2.2.5 the transfer pursuant to Clause 48 of ownership of any Project Assets from Fujitsu
Services to Post Office or the Next Supplier, the removal of such assets from the
Infrastructure and any consequent transfer of liability or risk in respect of such
Project Assets;

2.2.6 as contemplated by Clause 43.4, any qualifications and/or exceptions to Clause
43.1 necessary to reflect the transfer of risk and/or control in relation to system
or operational security from Fujitsu Services to Post Office or the Next Supplier
taking into account:

(a) any new security related responsibilities taken on by Post Office pursuant
to paragraph 2.2.4; and

(b) the level of security provided by the Replacement Interfaces; and

2.2.7 the matters referred to in paragraph 2.5.2, if Post Office shall have given a
direction pursuant to paragraph 2.5.

In the case of Partial Termination pursuant to Clause 47.10.1 (where paragraph
4.3.3(b)(ii) of Schedule D6 applies), the objective of paragraph 2.2 shall insofar as it
relates to this Agreement be to give effect to the supply by the winning tenderer to Post
Office of Replacement Services and documenting the technical and operational interfaces
between those Replacement Services and the continuing Services provided by Fujitsu
Services based on the specifications for such interfaces that formed part of the tender
process and were prepared with Fujitsu Services’ input and assistance pursuant to
paragraphs 6.4 to 6.6 (inclusive) of Schedule D6.

If and to the extent that the Parties fail to reach agreement under the Change Control
Procedure pursuant to paragraph 2.2 by the date the Terminable Service in question is
terminated:

2.4.1 the Parties shall each use all reasonable endeavours to reach agreement such
that all the matters referred to in paragraph 2.2 are addressed;

2.4.2 with effect from the date of such termination, Fujitsu Services shall perform the
obligations and achieve the Service Levels applicable in relation to all continuing
Services ("Continuing Obligations") to the extent it reasonably can do so, taking
into account those aspects of the performance of that Terminable Service upon
which Fujitsu Services’ performance of the Continuing Obligations depends; and

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25

2.6

2.4.3 to the extent such failure to reach agreement is in relation to the qualifications or
exceptions to Clause 43.1 referred to in paragraph 2.2.6 or security related
responsibilities to be performed by Post Office, with effect from the date of such
termination Post Office shall be responsible for ensuring to the extent that it or a
Next Supplier:

(a) establishes the Replacement Interfaces, that the Replacement Interfaces
are secure; and/or

(b) operates or provides technical or service linkages to the Replacement
Interfaces, that such operation and linkages are performed in a secure
manner,

in each case in accordance with the levels of security and the standards of skill,
care and diligence that would be reasonably expected to be applied in relation to
the relevant Replacement Service taken on by a supplier of IT services using
good industry practice and adopting any enhanced security measures that such
a supplier could reasonably be expected to adopt if such supplier provided an
indemnity to Post Office in the same form as that set out in Clause 43.1 (but
subject to the same limitations or exclusions of liability set out in Clauses 43 and
44) in respect of the provision of that Replacement Service.

Any Disputes in relation to this paragraph 2.4 shall be resolved in accordance with the
Dispute Resolution Procedure.

In the case of Partial Termination pursuant to Clause 47.10.1 (where paragraph
4.3.3(b)(ii) of Schedule D6 applies) the Parties may agree or Post Office may direct that
Fujitsu Services as the provider of the Third Party Management Services shall be
responsible for the management of the provision by the winning tenderer of the
Replacement Services, in which case:

2.5.1. the Charges which shall be paid by Post Office to Fujitsu Services for the
provision of the Third Party Management Services in respect of such
Replacement Services shall be as set out in paragraph 9 of Schedule D1; and

2.5.2 any variations that may be required to the provisions in this Agreement relating to
the Third Party Management Services to give effect to such direction by Post
Office shall be agreed under the Change Control Procedure. In the absence of
such agreement the provisions of the CCD entitled "Third Party Management
Service: Service Description" (SVM/SDM/SD/0021) shall apply.

Interface Costs
Interface Costs incurred following Partial Termination shall be borne as follows:

2.6.1 _ in the case of Partial Termination under Clause 47.10.1 (Market Testing), where
Replacement Services are provided by Post Office or a third party:

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2.6.2

(a) all Interface Establishment Costs reasonably incurred by Fujitsu Services
shall be reimbursed by Post Office to Fujitsu Services; and

(b) where Fujitsu Services manages the provision of those Replacement
Services as part of the Third Party Management Service, all Interface
Operational Costs shall, subject to paragraph 9.3 of Schedule D1, be
borne by Fujitsu Services; and

in the case of Partial Termination under Clause 47.10.2 (Convenience), where
Replacement Services are provided by Post Office or a third party:

(c) an amount equal to all Interface Establishment Costs reasonably incurred
by Fujitsu Services, multiplied by 100 and divided by 78, shall be paid by
Post Office to Fujitsu Services; and

(d) where Fujitsu Services manages the provision of those Replacement
Services as part of the Third Party Management Services, all Interface
Operational Costs shall, subject to paragraph 9.3 of Schedule D1, be
borne by Fujitsu Services.

27 Any reference in this Schedule E to Fujitsu Services bearing Interface Costs shall be
without prejudice to any right that Fujitsu Services may have under Schedule D1 to charge
the Charges payable by Post Office in connection with the management by Fujitsu
Services of any Replacement Services.

3. ASSET REGISTER, EXIT STRATEGY AND EXIT PLANS

3.1 The Asset Register, Exit Strategy and Exit Plans shall be developed and maintained in
accordance with this paragraph 3.

3.2 Phase One

3.2.1

3.2.2

Between the date of signature of CCN 1200 and 31 March 2007 and again
between 1 April 2007 and three months after the date of commencement of HNG-
X Project Workstream X3 (HNG-X Pilot and Acceptance), Fujitsu Services shall
(which in respect of the Terminable Services individually, shall mean to the extent
reasonably possible) update the list of assets in each of the categories of assets
identified in the CCD entitled “Transfer Asset Register” (COM/MGT/REP/0001)
(the “Asset Register”) at the level of detail and giving such information in each
case as envisaged by version 5.0 of that CCD and Clause 48.6;

Within six months of the date of signature of CCN 1200:

(a) Fujitsu Services shall update the Exit Strategy to include all of the matters
set out in paragraph 3.2.3; and

(b) the Parties shall, in light of the Exit Strategy updated in accordance with
paragraph 3.2.2(a), consider the Exit Plans in Annexes 2 and 3 to this
Schedule and update them to identify at a high level any additional

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activities which the Parties agree are required in relation to termination of
this Agreement, Partial Termination and/or termination of Project HNG-X,
the detail of such activities to be included in the appropriate Exit Plan in
Phase Two.

3.2.3. The Exit Strategy shall:

(a) set out a generic description of all probable post termination scenarios
relevant to this Agreement (each an “Exit Scenario”) including, without
limitation, the following:

(i)

(ii)

(iii)

full or partial continuation of services substantially the same as
the Relevant Services by the Next Supplier;

full or partial provision of equivalent services by the Next Supplier
fully or partially utilising the Infrastructure;

full or partial provision of equivalent services by the Next Supplier
utilising an entirely new infrastructure; and

(iv) continued provision of the Services by Fujitsu Services following
termination of Project HNG-X;
(b) identify the major factors which are common to all the Exit Scenarios and

those which occur in some only of the Exit Scenarios;

(c) set out the roles and responsibilities of the Parties in the development of
the Exit Plans in Phase Two;

(d) set out in broad and general terms:

(i)

(i)

the categories of information that will be required for exit,
distinguishing between those categories which will be required in
all probable Exit Scenarios and those which will be required only
in particular Exit Scenarios; and

the sources of such information and how it will be provided.

3.2.4 After the Asset Register has been updated in accordance with paragraph 3.2.1
and the Exit Strategy established in accordance with paragraph 3.2.2, the Parties
shall thereafter jointly review and update the Asset Register and/or the Exit
Strategy once in every twelve months or if the Commercial Leads decide it is
necessary to do so as a result of significant changes to the Services. If the Asset
Register or the Exit Strategy is brought up to date following a change to the
Services, then that document need not be brought up to date for a further twelve
months unless the Commercial Leads decide otherwise.

3.3 Updated Asset Register and Exit Strategy for transition

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3.3.2

3.4

3.4.1

3.4.2

3.4.4

Fujitsu Services shall provide an updated version of the Asset Register to Post
Office by 30" April 2013 which they shall keep up to date throughout the
remainder of the Term in accordance with the terms of the Agreement.

Fujitsu Services shall provide an updated version of the Exit Strategy document
to Post Office by 31st October 2013, such version to take into account Post
Office's intention to transition to a Towers Model.

For the avoidance of doubt, Fujitsu Services shall not charge Post Office for the
production of the updated versions of the Asset Register and Exit Strategy in
accordance with paragraphs 3.3.1 and 3.3.2 above.

Exit Plans for transition

Fujitsu Services shall, within 2 months of receipt of a request from Post Office,
provide to Post Office part 1 of the Exit Plan (excluding aspects of the Exit Plan
which are dependent on the identity of the Next Supplier) for such Services as
Post Office may specify.

Fujitsu Services shall provide to Post Office part 2 of the Exit Plan (including
aspects of the Exit Plan which are dependent on the identity of the Next Supplier)
following notification to Fujitsu Services by Post Office as to who the Next
Supplier is and the nature of the transition process that Post Office and the Next
Provider requires. Fujitsu Services shall provide part 2 of the Exit Plan within 2
months of receipt of this notification from Post Office provided that, subject to
paragraph 3.4.3 below, such notification is received 2 months or longer after the
date the request for the part one of the Exit Plan was made in accordance with
paragraph 3.4.1 (i.e. the creation of part one of the Exit Plan and part two of the
Exit Plan shall not run concurrently). For the avoidance of doubt, Post Office
shall provide this information on or before the date it gives written notice of
termination of the Terminable Service.

For the avoidance of doubt, Post Office may elect to request only part 2 of the
Exit Plan (without requesting part 1) by notifying Fujitsu Services who the Next
Supplier is and the nature of the transition process that Post Office and the Next
Provider requires. In the event that Post Office requests part 2 of the Exit Plan
only, Fujitsu Services shall provide such Exit Plan in accordance with paragraph
3.4.2 above including all aspects of the Exit Plan which are dependent and which
are not dependent on the identity of the Next Supplier.

Post Office shall not make a request for an Exit Plan for the following Services in
accordance with paragraph 3.4.1 or 3.4.2 above earlier than

(a) for an Expiring Service, 24 months prior to the expiry date of such Expiring

Service;

(b) for a Service other than an Expiring Service, 36 months prior to the expiry
date of such Service;

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3.5

3.6

3.7

3.8

(c) for a Terminable Service in the event of termination, within one week after
notice of termination of such Terminable Service; or

(d) _ for any Service in the event of termination, within one week after notice of
termination of this Agreement.

3.4.5 Following any request for an Exit Plan, Fujitsu Services shall provide reasonable
assistance to Post Office for the purposes of determining the implications at that
time of the Exit Scenarios.

3.4.6 The Parties shall work together in good faith to review and revise (if appropriate)
part one and part two of the Exit Plan to Post Office's reasonable satisfaction
within 2 months of receipt by Fujitsu Services of Post Office's request for each
Exit Plan.

Charges for development of Exit Plans

3.5.1 All work performed by Fujitsu Services in writing and reviewing any Exit Plans
associated with any Expiring Service (but excluding the Part 1 Plan for the
Operational Business Change (Branch Change) Service and the Branch Network
Service) shall be performed by Fujitsu Services for no additional charge. For the
avoidance of doubt, this includes Exit Plans prepared after 315t March 2015.

3.5.2 All work performed by Fujitsu Services in writing and reviewing any Exit Plans
associated with any Service including the Branch Network Service but excluding
any other Expiring Service shall be chargeable by Fujitsu Services in accordance
with the Rate Card.

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;

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(c) 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

(f) in all cases to the extent not covered by the matters referred to in (d) or (e) (as

applicable), each of the matters referred to in paragraph 3.9 which are applicable
to the Exit Strategy.

3.9 Matters for inclusion in the Exit Plan:

(a)

(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
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made and those to whom the Transfer of Undertakings (Protection of
Employment) Regulations 2006 applies;
(c) procedures and arrangements (if any) that are reasonably necessary to

3.10

3.11

3.14

decommission the Infrastructure and/or Relevant Services or elements thereof in
order to effect an orderly transfer on termination or expiry;

(d) run-down of Relevant Services and transition from the Relevant Services to
Replacement Services;

(e) responsibilities in relation to handling any due diligence exercises to be carried
out by potential Next Suppliers, including access to information, the relevant
Infrastructure and Fujitsu. Services and Fujitsu Services' sub-contractor
personnel;

(f) provision of information relating to on-going performance and issues in relation
to the Relevant Services (including performance statistics and details of any
outstanding Incidents); and

(g) in the event of termination of a Terminable Service, the changes to this Agreement
(if any) necessary to enable Fujitsu Services to continue providing the remaining
Services and the identification of any dependencies that will need to be satisfied
by Post Office or the Next Supplier for the continued provision of the remaining
Services, all of which shall be dealt with under the Change Control Procedure.

The Exit Strategy and the Exit Plans shall at all times be developed and revised by
agreement between the Parties under the Change Control Procedure such that they are
consistent with the principles set out in this Schedule E (as it may be amended from time
to time under the Change Control Procedure).

Each Party shall act and negotiate reasonably in agreeing the contents of the Exit
Strategy and the Exit Plans and shall not unreasonably require the exclusion of matters
which the other Party reasonably requests should be included or the inclusion of matters
which the other Party reasonably requests should be excluded.

Any failure to agree the Exit Strategy or a revision to the Exit Plans shall not prejudice the
rights and/or obligations of either Party pursuant to this Schedule.

Fujitsu Services and Post Office will discharge their respective responsibilities and
perform their obligations as set out in this Schedule and, when required by the Exit

Strategy or Exit Plans, in accordance with that document.

To the extent that there is an inconsistency between the terms of the Exit Strategy or Exit

Plans and this Schedule then, unless expressly stated otherwise in this Schedule, the terms of
this Schedule shall prevail.

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3.15

41

With effect from the date a notice of Partial Termination is served, Post Office may
request a Termination Assistance Work Package from Fujitsu Services. Post Office shall
ensure that any such request will identify the specific assistance requested and the
associated Termination Assistance Period. The Termination Assistance Work Package
may include:

(a) notifying the Sub-contractors of procedures to be followed during the Termination
Assistance Period;

(b) providing to Post Office and (if applicable) the Next Supplier any reasonable
assistance as specifically detailed in the Termination Assistance Work Package
to facilitate the orderly transfer of responsibility for and conduct of the Continuing
Services to Post Office and/or (if applicable) its Next Supplier;

(c) appropriate arrangements for knowledge transfer as specifically detailed in the
Termination Assistance Work Package to developers of replacement software;

(d) provision of specific operational support documentation;
(e) identifying work in progress; and

(f) supporting Post Office in its production of an information pack listing and
describing the Services.

Where Post Office requests a Termination Assistance Work Package, Fujitsu Services
may charge the Post Office in accordance with clause 48.4 and paragraph 12 (Charges
for Transfer Services) of Schedule D1 (Charges).

NEXT SUPPLIERS

Subject to Post Office procuring that each bona fide potential Next Supplier and/or Next
Supplier enters into an Agreed Form NDA or any other form of non-disclosure agreement
mutually agreed by Post Office, Fujitsu Services and such bona fide potential Next
Supplier and/or Next Supplier, Fujitsu Services will:

4.1.1 Provide Post Office with reasonable information and assistance in relation to
Post Office's tender process conducted for the provision of services (i) to
replace the Relevant Services or the performance of the Relevant Services by a
replacement contractor; and/or (ii) in relation to any Tower;

4.1.2 During any tender or due diligence process:
(a) provide bona fide potential Next Suppliers with access to personnel, data
and information (via either a real or virtual data room); and

(b) co-operate with bona fide potential Next Suppliers,

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42

43

44

5.1

5.2

in order to enable Post Office to run a procurement process in compliance with
the Public Contracts Regulations 2006 (in particular without limitation Regulation
4(3) of the Public Contracts Regulations 2006) for all bona fide potential Next
Suppliers (which may include Fujitsu Services).

4.1.3. During any transition, implementation and operational phase by Next
Supplier(s), grant rights of access to relevant assets (including remote access
for IT related assets), premises, subcontractor contracts and third party
contracts.

For the avoidance of doubt, to the extent to which such information provision, support
and/or assistance in accordance with this paragraph 4.1 results in Fujitsu Services
incurring additional costs which it is able to evidence are over and above the Charges
and in particular without limitation are not a second charge for obligations already set out
in the Agreement (including but not limited to keeping documentation up to date) such
costs shall be recoverable from the Post Office.”

Post Office may at any time by notice to Fujitsu Services nominate the Person to be the
Next Supplier. Post Office shall procure that on each occasion it appoints a Next Supplier,
such Next Supplier shall enter into an Agreed Form NDA or any other form of non-
disclosure agreement mutually agreed by Post Office, Fujitsu Services and such Next
Supplier. Fujitsu Services shall not be liable for any breach of this Agreement to the extent
caused by the Next Supplier.

Where Post Office appoints or intends to appoint a Next Supplier, Post Office shall be
responsible for liaising with and ensuring the co-operation of such Next Supplier in all
planning and handover activities in respect of exit transition and where obligations in the
General Exit Plan which fall to Post Office are due to be performed by or with the co-
operation of the Next Supplier, such obligation will be deemed to include an obligation on
the Post Office to procure such performance or co-operation from the Next Supplier.

Where, following Partial Termination, Relevant Services are provided by a Next Supplier
and managed by Fujitsu Services pursuant to the Third Party Management Service, Post
Office shall procure that all information reasonably required by Fujitsu Services to perform
its obligations in respect of such Third Party Management Service is provided to Fujitsu
Services as soon as reasonably practicable.

OTHER EXIT ASSISTANCE

Fujitsu Services shall use all reasonable endeavours to procure an orderly and efficient
transition from the provision of the Relevant Services to the provision of Replacement
Services (as the case may be) to the Next Supplier and shall co-operate with the Next
Supplier as required in order to fulfil the obligations under this Schedule E.

Where, other than in accordance with paragraph 6 of Schedule D6, the Post Office is
seeking a tender or tenders for a third party contractor to provide a Replacement Service
for any Terminable Service to which Partial Termination applies or where Post Office
intends to provide such Replacement Services itself, Fujitsu Services shall:

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5.3

5.2.1 to the extent it can reasonably do so in advance of such Replacement Services
being provided, provide to Post Office its best estimate of any Interface
Establishment Costs likely to be incurred by Post Office in connection with such
Replacement Service on the basis that the specification of the Terminable Service
being terminated and the Replacement Service are the same; and

5.2.2 to the extent that any proposed Replacement Service does not meet the
specification of the Terminable Service being terminated, Fujitsu Services shall
as soon as reasonably practicable (in a timescale consistent with the tender
process, if any) advise Post Office of its likely Interface Costs in relation to the
proposed Replacement Service.

Fujitsu Services shall provide reasonable assistance at all times for a period of six years
after the date of Partial Termination or date of termination or expiry of this Agreement, as
applicable, for the purposes of allowing Post Office to obtain or have access to such
historic records connected with the performance of the Relevant Services as may have
been retained by Fujitsu Services after termination as is necessary to fulfil Post Office's
obligations to supply information for parliamentary, judicial, or administrative purposes.

5.4 Transfer upon Partial Termination, Termination or expiry of the Services

5.4.1 Fujitsu Services shall provide to Post Office, or its nominated third party, an entire
copy of the service desk calls and transitional audit data held in the operational audit trail
and the commercial audit trail, as defined in the “Audit Trail Functional Specification”
(CR/FSP/006) in the format specified in the agreed Exit Plan or any format which Post
Office reasonably requests. Fujitsu Services shall be entitled to charge for the collation
(including any changes to the format of the data, if any) and provision of this data in
accordance with the Rate Card as an Exit service.

5.4.2 In the event that the Post Office does not elect to purchase all of the Equipment
forming part of the Project Assets in accordance with its right under Clause 48.1, then:

a) following written confirmation by an authorised representative of Post Office
(which Post Office will not unreasonably withheld or delay), Fujitsu Services shall
securely wipe and destroy all data relating to Transactions or Events including the
operational audit trail and commercial audit trail), including the physical
destruction of associated disks and shall provide Post Office with a certificate of
destruction within seven (7) days’ of the date of destruction. Fujitsu Services shall
be entitled to charge for the destruction of such data and associated disks as an
Exit service in accordance with the Rate Card. In the event that such written
confirmation is not received within 60 Working Days of the date of termination or
expiry of the associated Services then Fujitsu shall be entitled to charge for
continuing to hold the data;

b) Fujitsu Services shall redeploy and/or dispose of such Equipment forming part of
the Project Assets in accordance with its legal obligations and shall not charge
Post Office for such redeployment and/or disposal.

5.4.3 Save where varied by implication of paragraphs 5.4.1 and 5.4.2 above, Fujitsu
Services shall fulfil all its obligations relating to retention of data which survive termination
or expiry of the Agreement for example under clause 25.2 relating to Records, under

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6.1

6.2

clauses 25.8 to 25.12 relating to the Court Case Support Services to the extent to which
it still has the data and/or the expertise (assuming the individuals have not transferred to
the Next Supplier). Fujitsu Services will have transferred or destroyed all data relating to
Transactions or Events and as such the provisions of Schedule D5 will not apply to the
extent to which they apply to the audit trail relating to Transactions or Events.

TERMINATION CHARGE

The Termination Charge, Partial Termination Charge and HNG-X Termination Charge are
each intended to represent a good faith recognition of the loss of revenues Fujitsu
Services may reasonably have planned for in establishing the Relevant Services, the
supporting infrastructure and/or Project HNG-X. Such charges shall not be applicable (i)
where the Agreement or Project HNG-X is terminated in accordance with this Agreement
for Default by Fujitsu Services or (ii) in the case of Partial Termination arising in relation
to Market Testing.

Subject to paragraph 6.3 and paragraph 6.2.6, where a Termination Charge, Partial
Termination Charge or HNG-X Termination Charge is payable to Fujitsu Services, such
payment shall be equal to A + B + C where:

6.2.1 A shall be equal to the aggregate of all costs, reasonably incurred,
associated with the termination and, where relevant, transfer of the
Relevant Services, that cannot be reduced, abated, cancelled or applied
elsewhere, subject to Fujitsu Services using reasonable endeavours to
mitigate the same, which may include, but is not limited to, the termination
of its personnel (where such termination occurs prior to and excluding 2
April 2017) and any termination charges payable to suppliers and sub-
contractors and provided that:

a) such costs are demonstrable and Fujitsu Services provides evidence
of such costs as requested by Post Office (acting reasonably);

b) Post Office shall not be liable to make any payment in respect of such
costs to the extent that such costs are included within any fees already
paid by Post Office to Fujitsu Services in advance of the performance by
Fujitsu Services or to the extent that such costs exceed the amount that
Post Office would have paid under this Agreement had the relevant
termination not been made, and which, without prejudice to the foregoing,
shall include the remaining lease charges (and dilapidations charges)
payable by Fujitsu Services for the Belfast data centres up to and
including 31 March 2023);

6.2.2 B shall be an allowance for lost profit which:

(a) in the case of termination of Project HNG-X, shall be an amount equal to
15 percent. of the amount (if any) by which the HNG-X Development
Charges due for payment by Post Office up to the date of termination of
Project HNG-X are less than the Lower Target Price; or

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(b) in the case of Partial Termination, shall be the Lost Profit; or
(c) in the case of termination of the Agreement, shall be the aggregate of:
(i) an amount equal to the profit element of the HNG-X Termination

Charge calculated in accordance with paragraph 6.2.2(a), or zero
if such termination of the Agreement occurs after HNG-X Initial
Acceptance or the HNG-X Termination Charge has already been
paid by Post Office; plus

(ii) the Lost Profit;

6.2.3 C shall:
(a) in the case of (i) Partial Termination or (ii) termination of the Agreement,
after all Migration Charges have become due for payment, be zero;
(b) in the case of termination of the Agreement before all Migration Charges

have become due for payment or in the case of termination of Project
HNG-X be an amount equal to:

(i) the aggregate of all Migration Charges due or which may become
due to be paid by Post Office in accordance with the provisions
of Schedule D7 if the Agreement or Project HNG-X had not been
terminated; minus

(ii) all amounts paid by Post Office in respect of such Migration
Charges and all of Fujitsu Services' costs (and associated
margin) in relation to such Migration Charges that Fujitsu
Services is able to avoid or mitigate (having taken reasonable
steps to do so).

6.2.4 All costs forming part of the Termination Charge, Partial Termination Charge or
HNG-X Termination Charge shall be determined in accordance with Fujitsu
Services’ standard accounting practice, supported by proper vouchers and
records and verified by Fujitsu Services’ auditors.

6.2.5 For the purposes of this paragraph 6.2:

(a) "Lost Profit" means the present value of the lost profit that would have
been due to Fujitsu Services during the remainder of the term of the
Agreement.

(i) _ in the case of termination of the Agreement, in relation to all Relevant
Services; or

(ii) in the case of Partial Termination, in relation to the Relevant Service

that has been terminated,

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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 + AP1/(1+r) + AP2/(1+r)? + [series to continue on same
calculation basis until] + APnn/(1+r)™.

Where the Relevant Service being terminated is subject to a Ramp Down
Period, then the profit included within the Charges paid or payable by
Post Office during the Ramp Down Period shall be recognised in the
calculation of the Lost Profit payable by deducting the amount calculated
in accordance with the following from the Lost Profit (as calculated
above):

(10/100) multiplied by the total amount of the Charges paid or
payable by Fujitsu Services for the Relevant Service during the
Ramp Down Period

(b) "nn" means the numbering applied to Financial Years, where in respect
of the Financial Year in which termination occurs or the Ramp Down Period
commences (as the case may be), nn = 0; in respect of the next Financial
Year, nn = 1; for the Financial Year after that nn = 2 and so on for each
successive Financial Year in the period after such termination :

(i) to 31% March 2015 in the event of Partial Termination of the
Expiring Services (excluding the POLSAP Applications Support
Service) , save as set out in paragraph (ii) below; or

(ii) in the event that Post Office elects to extend the Service Desk
Service, Engineering Service, the OBC Branch Service and/or,
CMT Services in accordance with paragraph 10 below, and any
such Service is subject to Partial Termination, to the date on which
such Service (as extended) would have expired; and

(iii) in the event of Partial Termination of the POLSAP Hosting Service
to 31st March 2017; and

(iv) for all other Services, to 31 March 2017.”

(c) "APnn" means annual profit in the Financial Year numbered nn which:

(i) in the case of termination of the Agreement, is the aggregate of:

(1) as applied to each and aggregated for all Relevant
Services, an amount equal to the Operational Fixed
Charge applicable in respect of each Relevant Service in
that Financial Year multiplied by the Month Number or
OBC Month Number (as applicable) multiplied by 10/100;
plus

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(2) an amount equal to 10/100 multiplied by the aggregate of
the "Late Cost to Post Office" (as referred to in paragraph
4.2.3 of Schedule D1) that would have been payable (if
any) pursuant to paragraphs 4.2.3 and 4.2.4 of Schedule
D1 as an increment to the applicable Operational Fixed
Charge and/or Operational Unit Charges between the
date of such termination and 31 March 2015; plus either

(3) in respect of each Financial Year from (and including)
2008/9 to (and including) 20011/2012, the Protected
Margin for that Financial Year; or

(4) in respect of Financial Years 2006/07 and 2007/08 and
all Financial Years after 20011/2012, as applied to each
and aggregated for all Relevant Services, an amount
equal to the Operational Variable Charge in respect of
each Relevant Service in that Financial Year multiplied
by the Applicable Margin; or

(ii) in the case of Partial Termination of a Relevant Service, is the
aggregate of:

(1) an amount equal to the Operational Fixed Charge
applicable in respect of that Relevant Service in that
Financial Year multiplied by the Month Number multiplied
by 10/100; plus

(2) an amount equal to the Operational Variable Charge in
respect of that Relevant Service in that Financial Year
multiplied by the Applicable Margin;

(d) "Month Number" means, subject to paragraph 6.2.5 (i) of Schedule E, in
the Financial Year in which termination of the Agreement or Partial
Termination (other than in respect of the Operational Business Change
(Branch Change) Service) occurs, the number of calendar months remaining
in that Financial Year after the date of such termination (which shall be
deemed to include the month in which such termination occurs) or 12 in all
subsequent Financial Years;

(e) “OBC Month Number” means, in the Financial Year in which Partial
Termination of the Operational Business Change (Branch Change) Service
occurs, the number of calendar months remaining (excluding December) in
that Financial Year after the date of such termination (which shall be deemed
to include the month in which such termination occurs, save where that month
is December in which case it shall be deemed to include the January
immediately following) or 11 in all subsequent Financial Years;

(f) “Applicable Margin" means in the case of all Relevant Services save
for any Expiring Services which expire on the dates set out in

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Clauses 46.4.1 and 46.4.2 (where Termination Charges and Partial
Termination Charges do not apply):

c 10/100 of the Operational Charges from the Date of Termination to
31st March 2018 where Post Office terminates the Agreement on or
before 31%' March 2017. The “Date of Termination” means
termination of processing of Transactions either directly or indirectly
by the HNG-X System (or any replacement to such system provided
by Fujitsu Services) It is agreed that other Transfer Services, for
example decommissioning of equipment provision of assistance
including to the Next Supplier and provision of documentation, may
be provided after this date by Fujitsu Services. Notwithstanding the
provision of such Transfer Services after the Date of Termination,
the relevant Termination Charge or Partial Termination Charge shall
be calculated by reference to the Date of Termination; and

OQ 15/100 of the Operational Charges from the Date of Termination to
315! March 2024 or if Post Office elects the Agreement by a further
one year period, to 318' March 2025 where the Date of Termination
is after 31° March 2017,

save that whenever the notice to terminate by Post Office is given to
Fujitsu Services in relation to Expiring Services which do not expire on
the dates set out in Clauses 46.4.1 and 46.4.2, “Applicable Margin” shall
mean 10/100 and

(g) “Operational Variable Charge" means in each Financial Year:

(i) in the case of the Branch Network Service, an amount equal to
the Charges forecast by Fujitsu Services to be payable that
Financial Year by Post Office pursuant to paragraph 2.9.2(b) of
Schedule D1, such forecast being the latest provided by Fujitsu
Services under paragraph 2.10 of Schedule D1; or

(ii) in the case of all other Relevant Services, the element of the
Operational Charges payable in respect of that Relevant Service
in that Financial Year calculated using all Operational Unit
Charges and Margin Rates applicable in respect of that Relevant
Service and the relevant volumes in that Financial Year forecast
in the CCD "Horizon Capacity Management and Business
Volumes" (PA/PER/033) (such volumes being adjusted as
necessary so as to be expressed as monthly volumes); and

(h)  "r" means the base rate, expressed as an annual percentage, of Barclays
Bank Plc prevailing on the date on which termination of this Agreement or
Partial Termination (as the case may be) takes place multiplied by 1/100. For
example, if the base rate is 5.1 percent., "r" will be 5.1 x 1/100 = 0.051.

(

Removed by CCN1623b.

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6.3

7.4

6.2.6 Subject to the remainder of this Paragraph, the Termination Charges or Partial
Termination Charge in respect of termination of the Payment and Banking Service
shall be equal to the Charges for the period from the date of termination to 31
March 2023 that would have been payable had the Payment and Banking
Services not been terminated (with any volumetric Charges assumed to be the
minimum Charge or volume). If termination takes place between 1 October 2022
and 31 March 2023 then the Termination Charges or Partial Termination Charge
in respect of termination of the Payment and Banking Service are an additional
amount equal to one (1) year of the Charges for the Payment and Banking Service
shall be payable (with any volumetric Charges assumed to be the minimum
Charge or volume). If termination of the Payment and Banking Service in
accordance with Clause 47.10.2 or Clause 47.7 takes effect at any time after
completion of any extension to the Agreement between the Parties then the
minimum Transaction volume commitments set out in Schedule D1 Paragraph
2.19 and all other applicable charges shall continue to apply during the
termination period

The sum of all Termination Charges, Partial Termination Charges or HNG-X Termination
Charges payable by Post Office to Fujitsu Services under this Agreement following a
termination of the Agreement and/or Partial Termination, calculated pursuant to
paragraph 6.2 plus any payments payable by Post Office under Clause 75.15.6 (having
regard to the last paragraph of Clause 75.15) shall not in aggregate exceed:

(a) £15,000,000 (fifteen million pounds), where Post Office terminates this
Agreement and/or for all Partial Terminations in respect of which notice to
terminate is given between 1 April 2021 and 30 March 2024 (inclusive);
and

(b) if Post Office elects to extend the Agreement by a further one year
£10,000,000 (ten million pounds), where Post Office terminates this
Agreement and/or for all Partial Terminations in respect of which notice to
terminate is given between 1 April 2024 and 30 March 2028 (inclusive).

For the avoidance of doubt, the Expiry Licence Fee and Termination Licence Fee are not
part of the Termination Charge and as such are not included in the Termination Charge
Cap._Termination Charges or Partial Termination Charges in respect of terminating the
Payment and Banking Service shall not be taken into account for the Termination Charge
Cap.

TRANSFER PAYMENT
In the event of termination:

7.1.1 in circumstances in which a Termination Charge, Partial Termination Charge or
HNG-X Termination Charge is payable, then should Post Office wish to exercise
its option under Clause 48.1, the Transfer Payment shall be £1; and

7.1.2 in all other cases, should Post Office wish to exercise its option under Clause
48.1, the Transfer Payment shall be the greater of £1 or a sum equivalent to such
Charges as are due or which may become due to be paid by Post Office in respect

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of those Project Assets which Post Office is entitled and wishes to acquire, to the
extent that such Charges have not already been paid by Post Office to Fujitsu
Services.

8. ASSOCIATED DOCUMENTS

8.1 The following CCDs are associated with this Schedule E:

Document Reference Document Title
1 SVM/SDM/SD/0021 Third Party Management Service:
Service Description
2 COM/MGT/REP/0001 Transfer Asset Register
3 PA/PER/033 Horizon Capacity Management and

Business Volumes

4 COM/CUS/STG/0001 HNG-X Exit Strategy

8.2 The following CRDs are associated with this Schedule E:

Document Reference Document Title
NO CRDs APPLICABLE
9. ADDITIONAL EXIT PROVISIONS APPLICABLE TO TRANSITION
9.1 Impact of termination or expiry during transition

9.1.1. From 1st April 2015, it is anticipated that Post Office will initiate a number of
Partial Terminations of Services as it moves to its new procurement model. To
support the transition following these Partial Terminations there may be a
resulting change in the scope and charging for the central support Services
(Service Management Service, Management Information Service, and Security
Management Service). In addition, the Services may be impacted by the
termination or expiry of the Engineering Service, Operational Business Change
Service and CMT Service.

9.1.2 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.

9.1.4 As part of any termination or expiry of any Services it is agreed that as part of
impacting the remaining Services the Parties shall review the applicability of the
Call Off Services in Table B in Schedule B3.1.

9.2 Spares Stock
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9.3

10.1

9.2.1 Post Office shall be responsible for the provision of all spares stock for Expiring
Services (excluding POLSAP Applications Support Service, and Branch Network
Services) from 1st April 2015 until 23:59 on the 4" October 2016 at 23:59. From
5 October 2016 Post Office shall be responsible for the provision of all spares
stock for Expiring Services (excluding Branch Network Resilience Service and
Branch Network Services). For the avoidance of doubt, all spares stock
procured by or on behalf of Post Office shall form part of the Branch
Infrastructure.

9.2.2 Post Office may request in writing that Fujitsu Services source the spares stock
for Branch Infrastructure on Post Office's behalf (including spares stock identified
in a Mini Extension Report). In such circumstances and subject to the availability
of such spares, Fujitsu Services shall procure said spares at Post Office's cost.
Fujitsu Services shall also be entitled to charge for the storage of these spares.
In the event that Post Office extends the Engineering Service, Fujitsu Services
shall not be entitled to charge for those spares that it estimates it will require to
deliver the Services during the period for which the Engineering Service is
extended. Fujitsu Services will continue to be able to charge for the storage of
any other spares procured on behalf of Post Office during such period.

It is noted that at the time of entering into CCN 1400, both parties acknowledge that it is
not possible to predetermine all of the potential impact (including changes to the
relevant cost base) of the removal of the Service Desk Service and the impact of the
removal of other subsequent Terminable Services (whether before or after 31st March
2015) on the remaining Operational Services. To this end, the provisions of paragraph
2 (Partial Termination) of Schedule E (Termination and the Exit Plan) shall apply in
each instances and Fujitsu Services shall be required to impact each expiry and/or
termination and the Charges for the remaining services shall be varied according to any
increase or decrease in the remaining costs incurred by Fujitsu Services in delivery of
the remaining services. Any resultant reduction in Fujitsu Services’ costs shall be
deducted from the relevant Operational Charge but no additional deduction will be
made for the margin originally added to that cost. Any resultant increase in Fujitsu
Services’ costs shall be added to the relevant Operational Charge but this additional
charge shall not form part of the calculation for any future Termination Charge.

MINI EXTENSIONS

In the event that Post Office requires any or all of the Expiring Services (excluding
Credence/MDM Service, the Salesforce Support Service, POLSAP Hosting Service and
POLSAP Applications Support Service) to continue beyond 31st March 2015, then the
following provisions shall apply:

10.1.1 Post Office shall only be able to extend a particular service for fixed 6 month
periods. In the event that Post Office requires an additional period beyond 30th
September 2015 then Post Office must also elect for an additional fixed 6 month
extension period.

10.1.2 In order to extend one of these Expiring Services (excluding POLSAP
Applications Support Services), Post Office shall give a minimum of 6 months’
written notice, i.e. in the first instance, such written notice must be received by
Fujitsu Services prior to 30th September 2014.

10.1.3 For the avoidance of doubt, liquidated damages (where applicable) shall continue
to apply during any mini extension in accordance with clause 18.

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

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the terms above. The POLSAP Applications Support Service is not extendable
beyond 318 March 2016 in accordance with the terms above.

10.1.3B In the event that the Service Desk Service continues beyond 31st March 2015,

there shall be no reduction in contracted for Service Levels during the extended
period.

Mini Extension Reports

10.1.4

10.1.5

10.1.6

10.1.7

10.1.8

10.1.9

From 5" October 2016 Fujitsu Services shall, acting as the informed supplier,
ensure that its personnel inform the Service Management Relationship (as
defined in Schedule A2) as soon as it is aware of any issues that may impact
on the provision of Expiring Services (be it by Fujitsu Services or the Next
Supplier) on a reactive basis. Where such issues are agreed they shall be
formally recorded in the minutes and become Refresh Items. If agreement is
not reached in the Service Management Relationship then the Parties shall
escalate the matter using the Dispute Resolution Procedure.

Additionally, to inform the mini extension request Post Office may elect to
commission via a CT, a report identifying any items of risk that would need to
be addressed in order for the relevant Service(s) to continue to operate during
any Mini Extension in accordance with the Agreement immediately prior to the
extension. This report shall be prepared on a pro-active basis with Fujitsu
Services consulting relevant sub-contractors as necessary. Such report shall be
delivered to Post Office within 3 months of the agreement date of the CT (the
“Mini Extension Report”). The report shall be delivered on a time and
materials basis but the cost of such report shall be capped at £30,000.

Post Office will review the Mini Extension Report and the Parties shall use
reasonable endeavours to agree any changes within 15 Working Days of the
date the Mini Extension Report is delivered to Post Office. If the Parties are
unable to agree the report then the matter shall be escalated via the existing
Dispute Resolution Procedure.

Once agreed, any items identified in the Mini Extension Report shall be deemed
to be Refresh Items.

If matters relating to potential Refresh Items have been referred to the Dispute
Resolution Procedure but not yet resolved and result in a service failure during
any mini extension period, then the potential Refresh Items attributable to the
service failure shall become Refresh Items.

Post Office may at its sole option determine whether to implement all, some, or
none of the Refresh Items set out in the Mini Extension Report and/or Service
Management Relationship minutes and/or Dispute Resolution Procedure
resolutions. For the avoidance of doubt, Post Office may purchase Refresh
Items from any Tower Contractor or any other third party but, as set out in
Schedule B1 (Branch Hardware Implementation) only Fujitsu Services may
implement such Refresh Items into the Services (at Post Office's additional
cost, where such costs are not recoverable under the Charges) to the extent it
still provides the applicable Service. In the event that Post Office decides to
proceed with some or none of the Refresh Items then Fujitsu Services shall not
be liable for any service failure directly attributable to Post Office not
proceeding with and/or making available the Refresh Items. In the event that
Post Office decides to proceed with some or all of the Refresh Items then, for
the avoidance of doubt, Fujitsu Services' obligations to provide the Services in
accordance with the Service Levels shall be unaffected to the extent to which
Post Office procures and/or provides the Refresh Items within the agreed
timescales.

10.1.10 Furthermore, if Post Office does not elect to procure the Mini Extension Report

and to the extent that Fujitsu Services has fulfilled its obligations under

paragraph 10.1.4 of this Schedule E, then, should the service be impacted by
the non-availability, refresh or support of hardware and software, or of spares
after 31st March 2015 an appropriate adjustment to service level performance

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10A

10A.2

10A.3

10A.4

10B

10B.1

10B.2

10.C

shall be made in relation to failures directly caused by the lack of availability,
refresh or support of those spares, hardware or software.

SPARES STOCK

Prior to the termination/expiry of any of the Services, Fujitsu Services will notify Post
Office promptly after it becomes aware (or ought reasonably to have become aware), of
any:

10A.2.1 software or hardware used in the performance of the Services; or
10A.2.2 spares stocks for Branch Infrastructure,

which is becoming end-of-life and/or coming out of support in the two years after the
planned expiry of the Service.

From 5" October 2016, Post Office shall be responsible for the provision of all spares
stock from 1* April 2015 required for the provision of Expiring Services. For the
avoidance of doubt, Post Office may request that Fujitsu Services source the spares
stock on Post Office's behalf. In such circumstances and subject to the availability of
such spares, Fujitsu Services shall procure said spares at Post Office's cost. Fujitsu
Services shall also be entitled to charge for the storage of these spares.

In the event that Post Office extends the Engineering Service, Fujitsu Services shall not
be entitled to charge for those spares that it estimates it will require to deliver the
Services during the period for which the Engineering Service is extended. Fujitsu
Services will continue to be able to charge for the storage of any other spares procured
on behalf of Post Office during such period where such spares are stored by Fujitsu
Services.

RAMP DOWN CHARGES

Once a particular Operational Service, Counter Positions or Branches is/are supported
by a Next Supplier or any other supplier (and not Fujitsu) it/they shall cease to be
“Counter Positions” or “Branches” for such Operational Service.

For the avoidance of doubt, a single Branch or Counter Position may be supported by
Fujitsu in relation to one Operational Service but may be supported by a Next Supplier
in relation to another Operational Service. As illustrated in the example in paragraph
1.9 of Schedule D1, that Branch or Counter Position supported by Fujitsu would be
included in the variable charge calculation for the Operational Service but not the
Branch or Counter Position supported by the Next Supplier.

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

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ANNEX 1
Terminable Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
Operational Terminable as Process, resource and toolset
Business an_ individual implications on Data Centre Operations
Change Service 48 April 2021 Service and Service Management
(Branch Service (MAC Team)
Change)
Service
Engineering Terminable as I Signature by both I Process, toolset, SLT and operational
Service an_ individual I Parties of CCN 1200 service threshold implications on Service
Service Desk Service and Operational Business
(Expired as of Change (Branch Change) Service and
34 March on availability SLTs
2015)
Service Desk I Terminable as I October 2006 Impacts on Engineering Service SLTs
Service an_ individual and on process and toolset interfaces to
Service the Systems Management Service,
(Terminated Branch Network Service, Data Centre
as of 2% July Operations Service, Central Network
2014) Service, Third Line Software Support
Service and Service Management
Service
Branch Terminable as I 1st July 2017 however I Impacts on Engineering Service,
Network an_ individual I the following provisions I Service Desk SLTs and availability and
Service Service apply: reliability SLTs (amongst _ others).
Process and toolset implications for
(Expired onjIa) Partial Termination I Service Desk Service.
3tst March I due to Termination of a
2018) Specific Branch Network I Implications on development if a different

Service sub-services

The individual Charges
identified below for the
POMs, BFPO, KDSL
and EE sub-services to
the Branch Network
Services which form part
of the Branch Network
Services Fixed Charges
will cease to be charged
and a corresponding

technology is used

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Terminable Termination Date or Event from Indicative Impacts
Service category which termination can
be effective

reduction will be applied
to the Branch Network
Services Operational
Charges provided that:

0 there are no
Branches still actively
utilising the particular
relevant sub-services
(POMS, BFPO and EE
are each a technology
for the purposes of this
CCN); and

0 Post Office shall
have provided a
minimum of 60 days
notices prior notice to
Fujitsu Services to
terminate the particular
sub-services.

Fixed Charges monthly
reductions:

Post Office Managed
Switch (“POMS”) sub-
service (a reduction of
£14,244.99 per month);

Internet VPN — sub-
service used at British
Forces (“BFPO”) and
Kingston ADSL
(*KDSL”) (a reduction
of = £7,122.50 per
month); and

EE sub-services (a
reduction of £7,122.50
per month).

b) Eull Termination
of Branch Network
Service and/or CMT
Service

In the event that:

Qo there are no
Branches still actively

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Terminable Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
utilising the Branch
Network Service
and/or the CMT
Service; and
Oo the applicable 3
month notice period
required to terminate
the BNS and/or CMT
Services has expired
(Post Office having
provided a minimum of
3 months prior notice
to Fujitsu Services to
terminate either of
these Services as
applicable);
then the termination of
the Branch Network
Service and/or the
CMT Service shall be
effective prior to 1st
April 2018.
CMT Service I Terminable as I 1st July 2017 Impacts on Branch Network Service and
an_ individual Operational Business Change (Branch
Service Change) Service
(Expired = on
31st March
2018)
Reconciliation I Terminable as I 1%t April 2021 Implications on the Third Line Software
Service an_ individual Support Service which provides back-up
Service to the Reconciliation Service on
reconciliation incidents where specialist
technical support is required.
Reference Terminable as I 1% April 2021 Implications on process and toolset for
Data an_ individual Data Centre Operations Service
Management I Service especially.
Service

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Terminable Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
Third Line I Terminable as I 1tApril 2021 Impacts on all SLTs (though only
Software an_ individual minimally on Service Desk Service and
Support Service Engineering Service SLTs)
Service
Process and toolset implications on
Service Desk Service, Systems
Management Service, Data Centre
Operations Service, Application Support
Service (Fourth Line), Reconciliation
Service and Management Information
Service
Data Centre I Service 1st April 2021 Termination of Data Centre Operations
Operations terminable Service and Central Network Service
Service and I jointly (not as impacts on the Reconciliation Service,
Central individual Reference Data Management Service,
Network Services) and "multi-service" SLTs (such as Branch
Service and Counter Position availability),
Banking Transaction times and data file
delivery SLTs. In addition the POLSAP
Hosting Service and Credence/MDM
Service shall be impacted.
Systems Terminable as I 1% April 2021 Termination of Systems Management
Management I an_ individual Service impacts on most SLTs. Process
Service Service and toolset impacts on many other
Services.
Application Terminable as I 18 April 2021 Implications on POA _ ongoing
Support an_ individual development capability as links between
Service Service the two are very significant.
(Fourth Line)
Process and toolset implications on Third
Line Software Support Service.
Salesforce Terminable as I 3 months from start of I Service is a standalone Service.
Support an_ individual I service
Service Service. Note
that the terms
of the Fujitsu
Global_Cloud

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Terminable Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
Platform shall
apply to the
Salesforce
Support
Service
Hosting.
(Expired as of
23.59 on 31%
March 2016).
POLSAP Terminable as I 16" May 2018 Reference Data Management Service,
Hosting an_ individual Data Centre Operations Service and
Service Service POLSAP Applications Support Service
POLSAP: Terminable as I 30 June 2016 Reference Data Management Service,
Applications an_ individual Data Centre Operations Service and
Support Service POLSAP Hosting Service
Service
Credence/MD I Terminable as I Signature of CCN 1400 I Reference Data Management Service
M Service an_ individual and Data Centre Operations Service.
Service
Payment and I Terminable as I Signature of both parties I Impacts on Service Management
Banking an_ individual I of CCN1672a Service, Reconciliation Service, Security
Service Service Management Service, Data Centre
Operations Service and Central Network
Service.

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ANNEX 2

General Exit Plan

Post Office shall appoint a manager responsible for implementing the General Exit Plan.

1 day.

1 day.

At the request of Post Office, Fujitsu Services shall appoint 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 days.

5 days.

At the request of Post Office, Fujitsu Services shall procure that its sub-contractors used in the
provision of the Relevant Services shall meet with Post Office to discuss, in as co-operative
manner as is reasonably practicable, the ongoing provision of the Relevant Services with a view
to achieving the results of the General Exit Plan.

As and when reasonably requested by Post
Office after notice of termination given.

‘As and when reasonably requested by Post
Office after notice of termination given or in
the event of expiry of this Agreement or an
Expiring Service

Fujitsu Services shall deliver to Post Office for its approval a detailed transition plan to enable
transition of the Relevant Services to the Replacement Services. Such plan shall include, but
not be limited to a timetable of events, resources, assumptions, dependencies, activities, and
responsibilities

No later than 2 months after receipt of the
views of Post Office in accordance with
paragraph 3.4.2 of Schedule E.

No later than 2 calendar months after
receipt of the views of Post Office in
accordance with paragraph 3.4.2 of
Schedule E.

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Fujitsu Services shall deliver to Post Office the most recent versions of all internal documentation
available to Fujitsu Services which are used for support of the Relevant Services and relevant
Applications, Business Capabilities and/or Support Facilities,

7 days.

14 days.

Fujitsu Services shall make available to Post Office on reasonable notice appropriate expert
staff who shall provide to Post Office such explanations to Post Office as are reasonably
necessary to facilitate Post Office's understanding of the documentation referred to in row 5.

No later than 2 months after notice of
termination given

No later than 2 months after notice of
termination given.

Fujitsu Services shall deliver to Post Office the following:

* — aninventory 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.

Within 1 month from notice of termination of
this Agreement.

Atleast 4 months prior to termination or
expiry of this Agreement or an Expiring
Service.

Fujitsu Services shall deliver to Post Office an up to date version of the Asset Register
together with

* alist of all assets eligible for transfer to Post Office in accordance with Clause 48.1 and
the relevant terms of such transfer; and

Within 1 month from notice of termination of
this Agreement.

Atleast 4 months prior to termination or
expiry of this Agreement or an Expiring
Service.

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* alist identifying all other assets, other than human resources, skills and know how, that
are ineligible for transfer but which are essential to the delivery of the Relevant Services.
The purpose of each component shall be included in the list.

+ atraining strategy, which details the required courses and their objectives;
* training materials (include assessment criteria); and

+ atraining plan of the required training events,

9 I Post Office to deliver notification to Fujitsu Services of specific data it wishes to be transferred I Within 1 month from date of delivery of the I Within 2 months from date of delivery of the
in accordance with the provisions of row 7, and Post Office and Fujitsu Services to enter into I items set out in row 7. items set out in row 7
good faith discussions to develop a data transfer plan.

10 I Post Office to deliver notification to Fujitsu Services of specific assets it wishes to be transferred I As soon as reasonably practicable from date I Within 3 months from date of delivery of the
in accordance with Clause 48.1, and Post Office and Fujitsu Services to enter into good faith I of delivery of the list of all assets eligible for _I list of all assets eligible for transfer to Post
discussions to develop a plan for asset transfer. Such plan shall cover both passing of title to I transfer to Post Office referred to in row 8. _I Office referred to in row 8
assets and any physical transfer required

11 I Post Office and Fujitsu Services to enter into good faith negotiations to identify and specify any I As soon as reasonably practicable from Within 1 month from delivery of both the list
training requirements related to the transfer of data and/or assets pursuant to rows 9 and 10 I delivery of both the list of assets and of data _I of assets and of data referred to in rows 7
above. Such training shall include, at Post Office's request, technical training in respect of. referred to in rows 7 and 8. and 8.
development;
networks;
operations;
configuration and change management;
system administration;
platform management;
and security

12 I Fujitsu Services to produce and Post Office to approve in respect of the Relevant Services: Within 1 month from notice of termination of II At least 3 months prior to termination or

this Agreement.

expiry of this Agreement or an Expiring
Service.

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Fujitsu Services and Post Office shall co-operate in commencing testing and proving the data
transfer and deletion plan in respect of the Relevant Services, such that transfer may be
concluded in accordance with the agreed plan. In the case of termination or expiry of the
Agreement or (in accordance with Post Office's reasonable directions) of a Terminable Service,
once the transfer of Post Office Data to Post Office in accordance with this requirement is,
complete, all remaining Post Office Data to which this requirement applies and held by Fujitsu
Services shall either be destroyed in the case of termination and expiry of the Agreement or, in
the case of termination or expiry of a Terminable Service, only destroyed in accordance with
Post Office's reasonable directions. For the purpose of this requirement, "destroyed" means
physical destruction of the media upon which such data are held or irretrievable deletion of data
from such media (including, without limitation, by reformatting those media)

‘As soon as reasonably practicable after
agreement of the data transfer plan referred
to in row 9

The later of 5 months after the date of notice
of termination and 3 months after agreement
of the data transfer plan referred to in row 9.

At the request of Post Office, 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 implementation of the
General Exit Plan 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
accordance with the provisions of row 10 that are located on Fujitsu Services’ premises
(including premises leased or licensed by Fujitsu Services) in accordance with Post Office's
reasonable instructions to Post Office's specified location in the UK (or the location of any Next
Supplier), including but not limited to physical access to such assets.

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.

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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,

17 _ I Fujitsu Services shall Following a reasonable interval following Following a reasonable interval following
termination of this Agreement. Such interval I termination of this Agreement or expiry of an
* make available two copies in the agreed electronic format of all back-up, archival and to be agreed by the Parties during Phase Expiring Service. Such interval tobe agreed
‘operational data including, without limitation all databases developed in relation to the One. by the Parties during Phase One.
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.
18 I Fujitsu Services shall transfer to Post Office the scripts used by the Service Desk, all existing I 1 month before termination of this 2 months before termination of this
work arounds to known problems, its problem management records and its incident I Agreement with an update of such Agreement with an update of such
management records (in each case as relevant to the Relevant Services and relevant I information up to and including the date of I information up to and including the date of
Applications, Business Capabilities and Support Facilities) in a format to be agreed between the I termination of this Agreement to be sent to _I termination of this Agreement to be sent to
Parties Post Office in the agreed format within one I Post Office in the agreed format within one
month of the date of termination of this month of the date of termination of this
‘Agreement. ‘Agreement.
19 I Fujitsu Services shall provide reasonable office accommodation for three Post Office or Next I Throughout the Exit Term, Throughout the Exit Term.
Supplier personnel.
20 I Fujitsu Services shall destroy or return to Post Office (as directed by Post Office): Following a reasonable interval following Following a reasonable interval following

termination of this Agreement. Such interval
to be agreed by the Parties during Phase
One.

termination of this Agreement or an Expiring
Service. Such interval to be agreed by the
Parties during Phase One.

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to the extent such manuals, materials, tapes, disks, equipment and/or software relate to the
Relevant Services and are not required for the provision by Fujitsu Services of any continuing
Services.

conditions of employment of all Fujitsu Services personnel (and those personnel of its relevant
sub-contractors) who are then wholly or mainly employed or engaged in the performance of the
Relevant Services, to the extent such personnel may be subject to the Transfer of Undertakings
(Protection of Employment) Regulations 2006 if such Services were transferred (including, as a
minimum, information on (i) numbers of personnel (employees, contractors and temporary staff),
(ii) salaries and other benefits, bonuses and pensions arrangements, (i) 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.

21 I Post Office shall notify Fujitsu Services of any transition requirements to be provided to Next I Atleast 2 months prior to termination of this I Atleast 2 months prior to termination or
‘Supplier after the date of Partial Termination or date of termination of this Agreement, as I Agreement. expiry of this Agreement or an Expiring
applicable Service

22 _ I Fujitsu Services shall transfer to Post Office its relevant configuration management information I At least one month prior to termination of this I Atleast one month prior to termination or
in a format to be agreed between the Parties. Agreement. expiry of this Agreement or an Expiring

Service.
23 I Fujitsu Services shall provide to Post Office an anonymised list with details of the terms and I As soon as possible following notice of In the case of early termination of this

termination being given.

Agreement or Partial Termination, as soon
as possible following notice of termination
being given.

In the case of expiry of this Agreement or an
Expiring Service, no later than 3 months
prior to the date of expiry.

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ANNEX 3

HNG-X Exit Plan

1. Post Office shall appoint a manager responsible for implementing the HNG-X Exit I One day.
Plan.
2. At the request of Post Office, Fujitsu Services shall appoint a manager who shall I Three days.

be responsible for implementing the HNG-X Exit Plan, to include but not be limited
to organising Fujitsu Services’ management and control for the processes
described below.

3. If Project HNG-X is terminated after commencement of HNG-X Project I No later than two months after receipt of the views of Post Office
Workstream X3 (HNG-X Pilot and Acceptance) and before HNG-X Initial I in accordance with paragraph 3.3.2 of Schedule E.

Acceptance Fujitsu Services shall deliver to Post Office for its approval a plan for
the reinstatement of the Horizon Applications in any pilot Branches. Such plan
shall include, but not be limited to a timetable of events, resources, assumptions,
dependencies, activities, and responsibilities.

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Fujitsu Services shall make available to Post Office on reasonable notice
appropriate expert staff who shall provide to Post Office such explanations to Post
Office as are reasonably necessary to facilitate Post Office’s understanding of the
documentation provided by Fujitsu Services in accordance with Clause 27.3.

No later than two months after notice of termination given.

Fujitsu Services shall deliver to Post Office such of the following as were provided
to Fujitsu Services by Post Office or generated by Fujitsu Services, in each case
for the purposes only of Project HNG-X and excluding all Transaction data:

e an inventory of the Post Office Data, plus any other related data available for
transfer or deletion;

«the definition of all data available for transfer or deletion;
e aproposed physical transfer method and method of deletion; and

* a proposed method for testing the integrity and completeness of the data
transferred and the completeness of the data deleted.

Within one month of notice of termination of Project HNG-X

Fujitsu Services shall deliver to Post Office an up to date version of the Asset
Register together with:

e alist of all assets eligible for transfer to Post Office pursuant to Clause 48.1
and the relevant terms of such transfer; and

Within one month from notice of termination of Project HNG-X.

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e alist identifying all other assets, other than human resources, skills and know
how, that were produced or procured by or on behalf of Fujitsu Services for
Project HNG-X that are ineligible for transfer. The purpose of each component
shall be included in the list.

7. Post Office to deliver notification to Fujitsu Services of specific data it wishes to I Within one month from date of delivery of the items set out in row
be transferred, and Post Office and Fujitsu Services to enter into good faith I 5.
discussions to develop a data transfer plan.

8. Post Office to deliver notification to Fujitsu Services of specific assets it wishes to I As soon as reasonably practicable from date of delivery of the list
be transferred to Post Office pursuant to Clause 48.1, and Post Office and Fujitsu I of all assets eligible for transfer to Post Office referred to in row
Services to enter into good faith discussions to develop a plan for asset transfer. I 6.

Such plan shall cover both passing of title to assets and any physical transfer
required.

9. Fujitsu Services and Post Office shall co-operate in commencing testing and I As soon as reasonably practicable after agreement of the data
proving the data transfer and deletion plan, such that transfer may be concluded I transfer plan referred to in row 8.

in accordance with the agreed plan. Once the transfer of Post Office Data to Post
Office in accordance with this requirement is complete, all remaining Post Office
Data to which this requirement applies held by Fujitsu Services shall be destroyed.
For the purpose of this requirement, "destroyed" means physical destruction of
the media upon which such data are held or irretrievable deletion of data from
such media (including, without limitation, by reformatting those media).

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10. Fujitsu Services shall transfer data in the format (electronic or otherwise) in which I On satisfactory completion of the relevant testing mentioned in
it exists at the time it becomes eligible for transfer. row 9.
11 Fujitsu Services shall destroy or return to Post Office (as directed by Post Office): I Following a reasonable interval following termination of Project
HNG-X. Such interval to be agreed by the Parties during Phase
e all manuals and all other materials supplied by Post Office to Fujitsu Services I One.
(relating to Project HNG-X only) and subsequently updated in enabling them
to service Post Office's requirements; and
e all tapes and disks and other equipment and related software supplied to
Fujitsu Services by Post Office during the development of Project HNG-X for
the purposes of Project HNG-X only.
12 Fujitsu Services shall transfer to Post Office its configuration management I At least one month prior to termination of Project HNG-X.

information, to the extent it relates to Project HNG-X, in a format to be agreed
between the Parties.

Schedule E Annex 3 version 14.0
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SCHEDULE F

Key Objectives of the Towers Model, Fujitsu Services Collaboration Requirements and
Responsibilities

Version History

1.0 13/01/14 Agreed version as at date of signature of CCN 1400

10.0 10/09/15 Moving all Schedules to v10.0 in accordance with CCN1506
11.0 31/03/16 Moving all schedules to V11.0 in accordance with CCN1604
12.0 03/07/17 Moving all schedules to V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 I Moving all Schedules to V14.0

Schedule F Version 14.0
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CONFIDENTIAL

SCHEDULE F

Key Objectives of the Towers Model, Fujitsu Services Collaboration Requirements and
Responsibilities

In the event of any conflict between this Schedule F and the Agreement, the provisions of the
Agreement (including any Service Descriptions) shall prevail.

1. KEY OBJECTIVES OF THE TOWERS MODEL

Fujitsu Services acknowledges that the key objectives of Post Office's Towers Model are set out
at paragraphs 1.1 to 1.9 below and that it shall facilitate and not negatively impede those key
objectives where relevant. For the avoidance of doubt, Fujitsu Services is not, for the purposes
of this Agreement a Tower Contractor.

11 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.

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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 by Tower Contractors in accordance with agreed service requirements
and service levels for those services.

1.8 Where a Tower Contractor's activities in relation to the provision of any services have a
significant bearing on the activities of any other Tower Contractors or any potential providers of
services, that Tower Contractor shall act in good faith and in the best interests of Post Office,
and shall act in an unbiased manner in relation to any other such Tower Contractors or any
potential providers of services.

1.9 Each Tower Contractor shall conduct its activities in relation to any services it provides
in order to support Post Office to achieve benefits including, but not limited to, the following:

(a) Asustainable run rate reduction in costs throughout the lifetime of each applicable
contract between that Tower Contractor and Post Office;

(b) Enablement of Post Office to deliver on and support Post Office's strategic plan
(whether relating to Post Office's ICT or business strategies);

(c) Enhancement of the capability of Post Office IT&C;

(d) Creation of a post-transformation Post Office IT&C organisation that is business
focused, responsive and flexible;

(e) Enhancement of the quality of services provided by Post Office IT&C to its customers or
users;
(f) 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 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.

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2.2 In relation to any governance meetings required or introduced in accordance with this
Agreement, ensure that Post Office and other Tower Contractors (where such are participants)
have access to the artefacts used in support of such governance meetings.

2.3 Assist Post Office at stakeholder meetings and strategy forums as directed by Post
Office and (including representation or participation at meetings with the National Federation of
Sub-postmasters).

24 Establish and maintain positive, collaborative and effective working relationships with:
a) Post Office's relevant internal functions; and
b) all other suppliers of IT services to Post Office, including the Tower Contractors,

as reasonably necessary to perform its obligations under this Agreement and to demonstrably
deliver measurable benefits to Post Office.

2.5 Contribute to a balanced scorecard measurement method to prove positive,
collaborative and effective working relationships.

2.6 Proactively support and contribute to the innovative and continuous improvement of
practices, models and methods for undertaking service management in relation to the Services.

2.7. When reasonably directed by Post Office be engaged and support other Tower
Contractors in the design, delivery, transition, operation and improvement of services provided
by Tower Contractors to Post Office and changes to the Services to facilitate the Towers Model.
In the event that this incurs demonstrable additional cost over and above the current baseline to
fulfil this requirement, Fujitsu Services may raise a change under the Change Control
Procedure.

2.8 As reasonably requested by Post Office, develop and deliver proposals to Post Office
including in relation to: (a) enhancements to existing Services; or (b) new services. Fujitsu
Services shall lead and manage any such requested proposals in accordance with any
timescales or service levels agreed with Post Office. In the event that this incurs demonstrable
additional cost over and above the current baseline to fulfil this requirement, Fujitsu Services.
may raise a change under the Change Control Procedure.

2.9 In accordance with the CCD entitled “Management Information Service: Service
Description” (SVM/SDM/SD/0016), as requested by Post Office, deliver assurance reports and
data relating to the provision of the Services to Post Office.

2.10 Comply with its obligations agreed with Post Office and/or Post Office Service Integrator
with respect to the implementation and maintenance of any service remediation plans, with the
aim of promptly resolving or mitigating any service or service level failures (or related risks or
issues). Fujitsu Services must obtain the approval of Post Office before implementing any
material new initiatives or changes.

2.11 Provide reasonable support to Post Office in developing, maintaining, working to or
complying (where reasonable) with any agreements or arrangements that Post Office has or
Schedule F Version 14.0

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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:

Schedule F Version 14.0
Page 5 of 7
CONFIDENTIAL
i) inter-Tower Contractor relationship management processes including escalation
routes;
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;
vili) service validation and testing processes; and
ix) project management and delivery processes;

(d) the responsibilities of each party to that OLA or other agreement (including in relation to

timing), and any dependencies on other Tower Contractors, Post Office or third parties, that may
impact or limit those responsibilities;

(e) the procedures to be followed (including escalation or governance procedures) in the
event of a failure or likely failure of one or more parties in meeting the obligations and/or
requirements contained in this Agreement, the relevant OLA, Tower Contractor's agreement with
Post Office, or other relevant agreements. This includes (without limitation) ensuring that all
interdependencies, including the Fujitsu Dependencies, Tower Contractor Responsibilities and
Post Office Obligations, Tower Contractors’ responsibilities, performance or non-performance of
obligations, delays, and matters that may adversely affect the delivery of IT services or the
Services to Post Office are properly managed by Fujitsu Services and other Tower Contractors
as necessary; and

(f) 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
Schedule F Version 14.0

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demonstrable costs to be agreed by the Change Control Procedure it being acknowledged that
both Parties shall use reasonable endeavours to mitigate such additional demonstrable costs or
risk.

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SCHEDULE G
FUJITSU SUPPORT APPLICATIONS AND SPECIFIED THIRD PARTY SOFTWARE

Version History

31/03/16 Schedule added- agreed version as at date of signature of

CCN 1600.

12.0 03/07/2017 I Amended as per CCN1609d and moving all schedules to
V12.0

13.0 Moving all Schedules to V13.0

14.0 20/12/2021 I Updating as per CCN1656a, CCN1648b and moving all
Schedules to V14.0

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Annex A

Fujitsu Support Applications

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APT

Dispatch 1 (D1)

Information Direct Code

Notify Pro

Tfs Extract Downloader 1.9

TfS Now ITSM Toolset
RHL_NCO_AUTOFAIL
WIN_ITM_DWHBASE

RHELS5_4_32_64_OS_CONFIG

Schedule G Annex A Version 14.0
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Corporate version control for source code.
Development, SSC

Help Desk used to cordinate engineer visits
to branches and spares that will be required
to complete the repair.

Used by HSD

Produces reports from TfS. Includes feed to
XCC.
Used by SSC, HSD

Send IM, SMS or Email alerts.
Used by HSD

Retrieve information from TfS helpdesk.
Used by HSD

Incident/Problem helpdesk used by 2" and
3" Iine teams.

Operational Change Management Tooling

Netcool Auto Failover Scripts

IBM Tivoli Monitoring DWH Base

Redhat 5.4 32 and 64 Bit Operating System
Configuration

Fujitsu Development Methodology

Fujitsu Engineering Tool

Fujitsu Tool for Reporting and
managing Incidents

Fujitsu Mailing tool
Fujitsu Tool for Incident and Problem
Management

Fujitsu Tool for Incident and Problem
Management and for Operational
Change Proposals.

Fujitsu Configuration software

Fujitsu Configuration software

Operating System
CONFIDENTIAL

RHEL5_8 32_64_OS_CONFIG
SOL_ORACLE10_CONFIG
VDX_SVR_CONFIG
VPX_SVR_CONFIG

DATABASE_VOLUME_RESTORE

HORIZON_VM_BTC1MBOACF01_CONFIG

HORIZON_VM_BTC1MBOACS01

HORIZON_VM_BTC1MWIACF01

HORIZON_VM_BTC3BSYSINV01_CONFIG

HORIZON_VM_BTC3MBOACF01_CONFIG

HORIZON_VM_BTC3MBOACS01_CONFIG

HORIZON_VM_BTC3MBOAGE01_CONFIG

HORIZON_VM_BTC3MBOAGE02_CONFIG

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Redhat 5.8 32 and 64 Bit Operating System
Configuration

Solaris Oracle 10 Config
VDX Server Configuration

VPX Server Configuration

Database Volume Restore

Horizon Virtual machine BTC1MBOACF01
(Windows 2000) Config

Horizon Virtual Machine Image
BTCMBOACS01

Horizon Virtual Machine Image
BTCMWIACF01

Horizon Virtual Machine BTC3BSYSINV01
Config

Horizon Virtual Machine BTC3MBOACF01
Config

Horizon Virtual Machine BTC3MBOACS01
Config

Horizon Virtual Machine BTC3MBOAGE01
Config

Horizon Virtual Machine BTC3MBOAGE02
Config

Operating System
Operating System
POA System Configuration
POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

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HORIZON_VM_BTC3MBOCOR01_CONFIG

HORIZON_VM_BTC3MBOCORO2_CONFIG

HORIZON_VM_BTC3MBODCA01_CONFIG

HORIZON_VM_BTC3MBONRA01_CONFIG

HORIZON_VM_BTC3MBOOCM01_CONFIG

HORIZON_VM_BTC3MBOSAS01_CONFIG

HORIZON_VM_BTC3MBOVEX01_CONFIG

HORIZON_VM_BTC3MBOVPNO1_CONFIG

HORIZON_VM_BTC3MWIAGE01_CONFIG

HORIZON_VM_BTC3MWIAGE02_CONFIG

HORIZON_VM_BTC3MWICOR01_CONFIG

HORIZON_VM_BTC3MWICORO2_CONFIG

Schedule G Annex A Version 14.0
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Horizon Virtual Machine BTC3MBOCORO1
Config

Horizon Virtual Machine BTC3MBOCOR02
Config

Horizon Virtual Machine BTC3MBODCA01
Config

Horizon Virtual Machine BTC3MBONRAO1
Config

Horizon Virtual Machine BTC3MBOOCM01
Config

Horizon Virtual Machine BTC3MBOSAS01
Config

Horizon Virtual Machine BTC3MBOVEX01
Config

Horizon Virtual Machine BTC3MBOVPNO1
Config

Horizon Virtual Machine BTC3MWIAGE01
Config

Horizon Virtual Machine BTC3MWIAGE02
Config

Horizon Virtual Machine BTC3MWICORO1
Config

Horizon Virtual Machine BTC3MWICORO2
Config

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

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HORIZON_VM_BTC3PBOBOPSS01_CONFIG

HORIZON_VM_BTC3PBOBVPNO1_CONFIG

HORIZON_VM_BTC3PBODCSSERVO_CONFIG

HORIZON_VM_BTC3PBOPWYDCS01_CONFIG

HORIZON_VM_BTC3PBOPWYPUB01_CONFIG

HORIZON_VM_BTC3PBOPWYSAS01_CONFIG

HORIZON_VM_BTC3PBRPERFMANO1_CONFIG

HORIZON_VM_BTC3PWIPWYKMS01_CONFIG

HORIZON_VM_BTC3PWIWOPSS01_CONFIG

HORIZON_VM_BTC3WBOVDW01_CONFIG.

HORIZON_VM_BTC7_IMAGES_FOR_RVACC_CONFIG

HORIZON_VM_REL_IMAGES_FOR_RVMIG_CONFIG

Schedule G Annex A Version 14.0
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Horizon Virtual Machine
BTC3PBOBOPSS01 Config

Horizon Virtual Machine BTC3PBOBVPNO1
Config

Horizon Virtual Machine
BTC3PBODCSSERVO Config

Horizon Virtual Machine
BTC3PBOPWYDCS01 Config

Horizon Virtual Machine
BTC3PBOPWYPUB01 Config

Horizon Virtual Machine
BTC3PBOPWYSAS01 Config

Horizon Virtual Machine
BTC3PBRPERFMAN01 Config

Horizon Virtual Machine
BTC3PWIPWYKMS01 Config

Horizon Virtual Machine
BTC3PWIWOPSS01 Config

Horizon Virtual Machine BTC3WBOVDW01
Config

Horizon VM BTC7 Images for RVACC.
Config

Horizon Vitrual Machine BTC7 Images For
RVMig Config

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

POA System Configuration

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VSH_SVR_CONFIG
AGT_AUDIT_REC
AGT_COMMON
AGT_CTRL_LINUX
AGT_CTRL_SOLARIS.

AGT_DC_PREP_APP_WIN
AGT_DCS_AUTH
AGT_DCS_AUTH_INIT
AGT_DCS_H_AUTH

AGT_DCS_H_AUTH_INIT
AGT_DCS_H_MGT
AGT_DCS_MGT
AGT_EFS
AGT_ETS_AUTH
AGT_ETS_AUTH_INIT
AGT_ETS_MGT
AGT_NBS_AL_AUTH
AGT_NBS_CAPO_AUTH

Schedule G Annex A Version 14.0

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VSH Server Config
Agent Audit Recovery
Agent Common
Agent Control Linux

Agent Control Solaris

Agent DC Prep App - Windows.
DCS Authorisation Agent

DCS initial configuration files

Agent Authorisation Service for HUS
DCS AUTH AGENT HMS initial MID/TID file

installation

Bulk Agents for HMS

DCS Management Agents
Agent EFS

ETS Authorisation Agent
ETS initial configuration files
ETS Management Agents
A&L Authorisation Agent
CAPO Authorisation Agent

POA System Configuration

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

: Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

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AGT_NBS_LINK_AUTH
AGT_NBS_LREC_REC
AGT_NBS_VOLTEST
AGT_NRT_AEI
AGT_ORACLE_CONFIG
AGT_PERFORM
AGT_TRACE_COPY

AGT_TT_XML_PARSER
AGT_WALLETS

APOP_ADMIN_SERVICE_INSTALL_FOR_RDT

APOP_ADMIN_SERVICE_INSTALLATION
APOP_ASM_STORAGE_BUILD

APOP_DATABASE_BUILD
APOP_EMULATOR

APOP_HNGX_POSTMIGO1_CHANGES
APOP_MIGRATION
APOP_SCHEMA_BUILD

Schedule G Annex A Version 14.0
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Link Authorisation Agent

REC & LREC Agents

NBS Authorisation Agent V&l Support
AEI Near Real Time Agent

Agent Oracle Configuration

Agent Performance Monitor Libraries
Agent Copy Trace Utility

XML Parser Open Source Files - Dervied
from Apache

Agent Wallets

APOP Admin Service Install - APOP and
TES config for RDT rigs only

APOP Administration Service Application
(APOP_ADMIN_SERVICE_INSTALLATION)

APOP DB run ASM Storage Build

APOP run Database Build
APOP Emulator

APOP Application HNGX Changes

Import APOP database
APOP run Schema Build

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

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APOP_SOFTWARE_INSTALLATION

APOP_SOFTWARE_INSTALLATION_POSTMIGO1

APP_KEY_RETRIEVAL_API
APS_HNGX_MIG_CHANGES

APS_HNGX_POSTMIGO3_CHANGES

APS_HNGX_POSTSPLEX01_CHANGES

APS_MIGRATION

APS_SOFTWARE_INSTALLATION_POSTMIGO1
APS_SOFTWARE_INSTALLATION_POSTMIGO2
APS_SOFTWARE_INSTALLATION_POSTMIGO3

APS_SOFTWARE_INSTALLATION_PREMIG.

APS_SYSTEMS_MONITORING
ARC_ARC_MIGRATION
ARC_DCPREP_RIG_TIDY
AUDIT_EXTRACT_CLT

AUDIT_EXTRACT_SVR
AUDIT_QUERIES

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APOP Application Software Installation
APOP Application Software Installation
Application Key Retrieval API

APS HNGX Migration Changes

APS HNGX Postmig03 Changes.

APS HNG-X Post Plex01 Changes
APS Migration

APS Software Installation Post MIGO1
APS Software Installation Post MIGO2
APS Software Installation Postmig03
APS Software Installation Premigration
APS Systems Monitoring Changes
Audit Server Migration Routines

Audit Server DC Prep Rig Tidy

Audit Extract Client

Audit Extraction and Filtering application
(Server Element)

Audit ARQ base-queries

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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AUDIT_SERVER_APP
AUDIT_SERVER_APP_A

AUDIT_SERVER_APP_APLUS

AUDIT_SERVER_APP_DPLUS

AUDIT_SERVER_APP_MIGONLY
AUDIT_SERVER_CONFIG
AUDIT_TEST_TOOLS
BAL_COMMONS_LIBS
BAL_INTERSTAGE_JVM
BAL_JDBC_LIB

BAL_LOG4J_LIB

BAL_SRV_OSR

BAL_SRV_OSR_ROUTING
BAL_VELOCITY_LIB

BF_CONFIG_UPDATE_SCRIPTS

BLADEFRAME_CONFIG_MIG_ONLY

BLADEFRAME_DECOMMISSION

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Audit Server Application

Audit Server files for Weekend-A

Audit Server files for Weekend-A-PLUS

Configuration files for Audit Server post-
weekend D

Audit Server files required for migration
Audit Server Configuration file

Audit Test Tools (Test-only)

Apache Commons Libraries

JRE required for OSR

Oracle JDBC Library

Log4J Library

OSR Project Code Jars

OSR Project Config files

Velocity Library

Bladeframe Config Update Scripts.

Migration Only BladeFrame Scripts for DC
Prep

BLADEFRAME_DECOMMISSION

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

: Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
CONFIDENTIAL

BMX_MONITORING
BPL_APACHE_TOMCAT

BPL_EMDB_BOOT_BSF_SERVLET
BPL_EST_CLIENT
BPL_OOB_TOOLS
BPL_SSH_SERVER

BPL_SSH_SERVER_CONFIG

BPL_TOMCAT_SECURE_CONFIG
BRANCH_RTR_FW_5067

BRANCH_RTR_FW_5079_01_03
BRANCH_RTR_FW_5164

BRDB_ASM_STORAGE_BUILD
BRDB_DAT_SOFTWARE_INSTALLATION

BRDB_DATABASE_BUILD
BRDB_GO_LIVE

BRDB_HNGX_POSTMIGO1_CHANGES.
BRDB_HNGX_POSTMIG02_CHANGES
BRDB_HNGX_POSTMIGO3_CHANGES

Schedule G Annex A Version 14.0
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BMX Monitoring

BPL Apache Tomcat Server

BPL RCF Text Interface Servlet
BPL EST Client

Out Of Band Toolset

BPL BitVise SSH Server

BPL BitVise SSH Server Configurer

Tomcat Security Configuration

Branch Router firmware release v5067

Sarian DR6410 Branch Router

Branch Router firmware release v5164
Branch DB run ASM Storage Build
BRDB DAT Software Installation

Branch DB run Database Build
BRDB Go Live

Branch DB Application HNGX Changes
Branch DB Application HNGX Changes

Branch DB Application HNGX Changes

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

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BRDB_HNGX_POSTMIG04_CHANGES
BRDB_HNGX_POSTMIGO5_CHANGES
BRDB_HNGX_POSTMIGO6_CHANGES
BRDB_HNGX_POSTMIGO7_CHANGES
BRDB_HNGX_POSTMIG08_CHANGES

BRDB_MANUAL_UPDATES
BRDB_NFS_SHARE
BRDB_OBJECT_CHECKS
BRDB_SCHEMA_BUILD

BRDB_SET_INSTANCE_FLAGS_MIGONLY
BRDB_SOFTWARE_INSTALLATION
BRDB_SOFTWARE_INSTALLATION_POSTMIGO1
BRDB_SOFTWARE_INSTALLATION_POSTMIGO2
BRDB_SOFTWARE_INSTALLATION_POSTMIGO3
BRDB_SOFTWARE_INSTALLATION_POSTMIG04
BRDB_SOFTWARE_INSTALLATION_POSTMIGO5

BRDB_SOFTWARE_INSTALLATION_POSTMIGO6

Schedule G Annex A Version 14.0
Page 11 of 103

Branch DB Application HNGX Changes
Branch DB Application HNGX Changes
Branch DB PostMig06 HNGX Changes.
Branch DB PostMig07 HNGX Changes.
BDB POSTMIG08 HNGX Changes

Manual Updates to Branch database
Branch DB NFS Share generation
BRDB Object Checks

Branch DB run Schema Build

Set operation instance flags after migration
Branch DB Application Software Installation
Branch DB Application Software Installation
Branch Database Software Install for INT8

Branch DB Application Software Installation
Branch DB Application Software Installation
Branch DB Application Software Installation

Branch DB PostMig06 Software Installation

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

BRDB_SOFTWARE_INSTALLATION_POSTMIGO7

BRDB_SOFTWARE_INSTALLATION_POSTMIG08

BRDB_STBY_INITIALISE_PRIMARY

BRDB_STBY_SOFTWARE_INSTALLATION

BRDB_STREAMS_ACTIVATION
BRDB_STREAMS_CONFIGURATION

BRDB_STREAMS_REFRESH
BRDB_VI_TEST_DATA

BRSS_ASM_STORAGE_BUILD
BRSS_DATABASE_BUILD
BRSS_GO_LIVE

BRSS_MANUAL_UPDATES
BRSS_SCHEMA_BUILD

BRSS_SOFTWARE_INSTALLATION
BRSS_STREAMS_CONFIGURATION
BRSS_STREAMS_REFRESH

Schedule G Annex A Version 14.0
Page 12 of 103

Branch DB PostMig07 Software Installation

BDB POSTMIG08 Software Installation

Branch Standby DB Initialise Primary Stby.

DB Config

Branch Standby DB Application Software
Installation

Branch DB Streams Activation

Branch DB Streams Activation

BRDB Streams Refresh

Utility to load V&I test data

Branch Support DB ASM Storage Build
Branch Support DB Database Build
BRSS Go Live

Manual Updates to Branch Support
database

Branch Support DB Schema Build

Branch Support DB Application Software
Installation

Branch Support Streams Configuration

BRSS Streams Refresh

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

BSEC_PK_CLIENT_KSN_CONFIG
BSEC_PK_CLIENT_SSN_CONFIG
BSEC_PK_CLIENT_WIN_CONFIG
BSEC_PK_SAFENET_64_UNINSTALLER

BSEC_PK_SAFENET_UNINSTALLER
CACTI_CONFIG

CBLADE_ACQUIRE_V1

CBLADE_NTP_CLIENT_CONFIG

CERT_AUTH_CFG_TEST

CISCO_SECURITY_MANAGER_CLIENT_CLEANUP

CON_DIR_SIM_CONF

CON_DIR_SIM_MAN

CRY_KEYS_KMNGWKSTN_TEST.

CRY_KEYS_ROOTCA_PUB_LIVE_LNX

CRY_KEYS_ROOTCA_PUB_LIVE_SOL

Schedule G Annex A Version 14.0
Page 13 of 103

BSEC PK Client

BSEC PK Client SSN Config

Windows iKey Client

Remove Ikey Driver from the 64bit Platforms

BSEC_PK_SAFENET_UNINSTALLER
CACTI Configuration

cBlade Acquire v1

CBLADE NTP client configuration

Certificate Authority Configuration -Test
Only

Cisco Security Manager Client Cleanup

Connect Direct Simulator Windows Server
Config

Connect:Direct Simulator Manual
Configuration Instructions

Crypto Keys KMNG Workstation (Test Only)

Crypto Keys - LIVE RootCA public certificate
for Linux

Crypto Keys - LIVE RootCA public certificate
for Solaris

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

CRY_KEYS_ROOTCA_PUB_LIVE_WIN

CRY_KEYS_ROOTCA_PUB_TEST

CRY_KEYS_ROOTCA_PUB_TEST_LNX

CRY_KEYS_ROOTCA_PUB_TEST_SOL

CRY_KEYS_SUBCA_PUB_LIVE_LNX

CRY_KEYS_SUBCA_PUB_LIVE_SOL

CRY_KEYS_SUBCA_PUB_LIVE_WIN

CRY_KEYS_SUBCA_PUB_TEST_LNX

CRY_KEYS_SUBCA_PUB_TEST_WIN

CRYPTO_API_MT
CRYPTO_API_NBX
CRYPTO_API_NBX_TEST
CRYPTO_API_UTIL
CRYPTO_COMMON

CRYPTO_EXTERNAL_LIBS_LNX

Schedule G Annex A Version 14.0

Page 14 of 103

Crypto Keys - LIVE RootCA public certificate
for Windows

Crypto keys Root CA Public Test Only

Crypto Keys Root CA Public for Linux (Test
Only)

Crypto Keys Root CA Public for Solaris (Test
Only)

Crypto Keys - LIVE SubCA public certificate
for Linux

Crypto Keys - LIVE SubCA public certificate
for Solaris

Crypto Keys - LIVE SubCA public certificate
for Windows

Crypto keys Sub CA Public Test Only
(Linux)

Crypto keys Sub CA Public Test Only
Crypto API with Multithreading

Crypto API for NBX

Crypto API for NBX - Test Systems Only
Crypto API Utilities

Crypto Common

Crypto External Libs for Linux

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

CRYPTO_EXTERNAL_LIBS_WIN
CRYPTO_KEY_SERVICE

CRYPTO_KEYS_CAPU_LIVE
CRYPTO_KEYS_CAPU_LST

CRYPTO_KEYS_CAPU_TEST

CRYPTO_KEYS_NBS_TEST
CRYPTO_KEYSTO_SRVC
CYGWIN_CLEANUP
CYGWIN_CONFIG
CYGWIN_PERMISSIONS
CYGWIN_USERADMIN

DEA_MA_JAVA_CLIENT
DRS_HNGX_MIG_CHANGES
DRS_HNGX_POSTMIGO1_CHANGES

DRS_HNGX_POSTSPLEX01_CHANGES
DRS_MIGRATION

DRS_SOFTWARE_INSTALLATION_POSTMIGO1

Schedule G Annex A Version 14.0
Page 15 of 103

Crypto External Libs for Windows
Crypto Keystore Service

Crypto Keys CAPU Live

Crypto Keys CAPU for Live System Test

Crypto Keys CAPU Test

Crypto Keys for Stubbed NB Server (Test
Only)

Hydra Crypto Keystore Service
CygwinCleanup

CYGWIN Config

CygwinPermissions

User Administrator Scripts for CYGWIN tool

Merchant Acquirer Report Delivery From
EST

DRS HNGX Migration Changes
DRS HNGX POSTMIGO1 CHANGES

DRS HNG-X Post Plex01 Changes

DRS Migration Implementation

DRS Software Installation Post MIGO1

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

DRS_SOFTWARE_INSTALLATION_PREMIG

DRS_SYSTEMS_MONITORING

DRS_WORKSTATION_INSTALLATION
DVLA_EMULATOR
DWH_GO_LIVE

DWH_HNGX_MIG_CHANGES
DWH_HNGX_POSTMIGO1_CHANGES
DWH_HNGX_POSTMIGO3_CHANGES
DWH_HNGX_POSTMIGO4_CHANGES

DWH_HNGX_POSTMIGO6_CHANGES
DWH_MIGRATION

DWH_REPOSITORY_MIGRATION

DWH_SOFTWARE_INSTALLATION_POSTMIGO1
DWH_SOFTWARE_INSTALLATION_POSTMIGO2
DWH_SOFTWARE_INSTALLATION_POSTMIGO3
DWH_SOFTWARE_INSTALLATION_POSTMIGO4

DWH_SOFTWARE_INSTALLATION_POSTMIGO5

Schedule G Annex A Version 14.0
Page 16 of 103

DRS Software Installation Premigration
DRS Systems Monitoring Changes

DRS Workstation Software Installation
DVLA Emulator
DWH Go Live

DWH HNGx Migration Changes
DWH HNGx Post MIGO1 Changes
DWH HNGxX Postmig03 Changes
DWH HNGxX Post MIGO4 Changes

DWH HNGX POSTMIGO6_CHANGES

DWH Migration Implementation

DWH Repository Migration

DWH Software Installation Post MIGO1
DWH Software Installation Post MIGO2
DWH Software Installation Postmig03
DWH Software Installation Post MIGO4

Dwh Software Installation Postmig05

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

DWH_SOFTWARE_INSTALLATION_POSTMIGO6

DWH_SOFTWARE_INSTALLATION_PREMIG

DWH_SOFTWARE_TEST_ONLY

DXC_BACKUP_SCHEDULES
DXC_BASE

DXC_CLIENT_BUILD
DXC_CLIENT_LINUX
DXC_CLIENT_SOLARIS
DXC_CLIENT_WIN32

DXC_CLIENT_WIN32_CORP

DXC_CLIENT_WIN32_SSN
DXC_CRYPTO_SERVER
DXC_DB_BUILD
DXC_DB_CONF
DXC_HTTPD
DXC_HTTPD_CONF
DXC_JSCAPE

Schedule G Annex A Version 14.0
Page 17 of 103

DWH SOFTWARE INSTALLATION
POSTMIGO6 INT12

DWH Software Installation Premigration

DWH Database Application Test Software
Installation

DXC Backup Schedules
DXC Base Software

Utilities for building signing and delivering
DXC Corporate Clients

DXC Linux Client
DXC Solaris Client
DXC Windows 32 bit Client Software

Corporate Windows Client software

SSN Windows Corporate Client for DXC
Server Certificate Management on DXC
Database Build package for DXC.
Database configure package for DXC
Web Server package for DXC.

Apache Configuration package for DXC
JScape Secure FTP package for DXC

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

DXC_JSCAPE_CONF
DXC_JVM
DXC_LUA_LIB

DXC_MOD_PROXY_HTML
DXC_MODSECURITY2

DXC_MTA_LINK
DXC_OPENSSL
DXC_PCRE
DXC_POSTGRES
DXC_PREBUILD
DXC_SAVDI
DXC_SERVER_USERS
DXC_SOP_AV_LINUX

DXC_SSN_CLIENT_INSTALL.

DXC_TRANSFER_MANAGEMENT_CLIENT
EF_AUTH_SIM
EF_PF_APACS_SIM

Schedule G Annex A Version 14.0

Page 18 of 103

JScape SFTP Configuration package for
Dxc

Java VM package for DXC.
Lua Libraries package for DXC

Apache Proxy package for DXC
Apache Firewall package for DXC

Builds linked tables to share between DXC.
and SQL Server

OpenSSL package for DXC

Perl Compat RegEx package for DXC
PostgresSQL package for DXC

Initial pre-install package for DXC
Sophos AV Customisation

DXC Server Users

Sophos AV package for DXC

DXC Server Management Utilities

Management Client for DXC transfer Plan
Maintenance

DCS APACS30 Authorisation Simulator
APACS Payment File to EMIS Simulator

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

EF_PF_SIM
EMDB_CACHE_AP_NRS

EMDB_CACHE_AP_REMOVE
EPiM_RTRBOOT_AP

ESET_SCANNER_SOCKET_DAEMON

EST_APACHE_TOMCAT

EST_EMDB_BOOT_RCF_SERVLET

EST_EMDB_ENDPOINT_WS
EST_EMDB_XSL

EST_JAVA_CLIENT_BPL
EST_JAVA_CLIENT_CAC
EST_JAVA_CLIENT_DNP
EST_JAVA_CLIENT_DNS
EST_JAVA_CLIENT_EPM
EST_JAVA_CLIENT_NMN
EST_JAVA_CLIENT_XSL

EST_MA_JAVA_SERVICE

Schedule G Annex A Version 14.0

Page 19 of 103

DCS Payment File to EMIS Simulator
EMDB_CACHE on the NRS platform

EMDB_CACHE_AP Removal package
EPM Branch Router Scripts for TPM

Anti-virus scanner socket daemon using
ESET written in C

EST Apache Tomcat Server

EMDB RCF Text Interface Serviet

EMDB Endpoint Web Service Interface
AutoConfig XSLT releases for EMDB

Java Client for EMDB access from the
HNGX Boot Platform

EST Java Client for the Cacti Platform
Generic Emdb Client

Generic Emdb Client

Generic Emdb Client

Generic Emdb Client

EST Java Client XSL Upload

Estate Management Merchant Acquirer Java
Service

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

EST_MA_SCRIPTS

EST_MA_SQL_CONFIG.
EST_MS_CAPICOM

EST_MTAS_DB_BUILD_PRE_WKB

EST_MTAS_DB_RESTORE_WKC
EST_PROV_EM_STAGE1
EST_PROV_EM_STAGE2
EST_PROV_EM_STAGE3

EST_RCF_GENERAL_RELEASE
EST_RCF_PILOT

EST_RCF_SQL_UPDATE
EST_SQL_SERVER_CONFIG
EST_SQL_SERVER_SCRIPTS

EST_TOMCAT_SECURE_CONFIG
ETU_FTP_APP

ETU_FTP_APP_MIG_TEST

Schedule G Annex A Version 14.0
Page 20 of 103

Estate Management Merchant Acquirer
TWS Scripts

Estate Management Merchant Acquirer
Database

Microsoft Capicom
EST_MTAS_DB_BUILD_PRE_WKB
EST_MTAS_DB_RESTORE_WKC
Provision EMDB Stage1

Provision EMDB Stage2

Provision EMDB Stage3

EST RCF General Release

EST RCF template pilot branch setup

Supply EMDB XSLT for Router
Configuration

SQL Server Config
SQL Server Scripting

Tomcat Security Configuration

Electronic Top-Up FTP Application

PLP work instruction to demonstrate e-pay

FTP connectivity

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

FUJ00234786

FUJ00234786

ETU_SIMULATOR
FTMS_CORE_APP

FTMS_D1_FTP_CONF
FTMS_D1_REM_CONF

FTMS_D1_REM_MIG_CONF

FTMS_D1_REM_MIG_PREP
FTMS_FTP_CONFIG
FTMS_IISFTP_CONFIG
FTMS_PULL_APP
FTMS_PUSH_APP
FTMS_TIP_LOC_CONF

FTMS_TIP_LOC_MIG_CONF
FTMS_TIP_LOC_MIG_PREP

FTMS_TIP_LOC_MIG_TEST
FTMS_TIP_REM_CONF

FTMS_TIP_REM_MIG_PREP
FTS_APP

Schedule G Annex A Version 14.0
Page 21 of 103

Electronic Top-up Simulator
FTMS Core Application
SRG FTP Configuration
FTMS Configuration for D1 Feed

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration
FTMS FTP Configuration

FTMS IISFTP Configuration

FTMS Pull Application

FTMS Push Application

FTMS TIP Local Configuration

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

Data-Centre Preparation Configuration

FTMS TIP Remote Configuration

Data-Centre Preparation Configuration

FTS Application

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
CONFIDENTIAL

FTS_APP_MIG_CONF
FTS_APP_MIG_PREP
FTS_APP_MIG_TEST

FTS_INSTALLATION_MANAGER_CONFIG
HNG_BACKUP_CFG

HORIZON_VM_BTC7_IMAGES_FOR_RVACC_CONFIG
HSM_ACCESS_ SVC

HSM_SYSTEM_SOFTWARE_CONFIG_DELIVERY
IKEY_WEB_CONFIG

IKEY_WEB_CONFIG_TEST
INTEGRATION_POST_BUILD_REBOOT
INTERSTAGE_SRV_DEP_RPMS
INTRUSION_PREVENTION
JAVA6_CLEANUP

JAVA6_JDK_INSTALL
KEY_SERVICE

Schedule G Annex A Version 14.0
Page 22 of 103

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

Data-Centre Preparation Configuration

FTS Installation Manager Configuration

HNG-x Backup Config

Horizon VM BTC7 Images for RVACC.
Config

HSM Access Service

HSM System Software Configuration
Configuration files for IIKey web enrolment

Configuration files for IIKey web enrolment
on test systems

Manual Post Build Reboot instruction
Interstage Server Dependant RPMS
Intrusion Prevention
Remove Sun Java 6

Apply Sun Java 6 development kit

Key Service

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

FUJ00234786

FUJ00234786

KM_CLIENT_KH_CON
KM_CLIENT_KH_PUB
KM_CLIENT_MT
KM_COM_FUNCTIONS
KM_DIST_RM_DISP
KMNG_SVR_WALLETS
KMNG_WKSTN_SW
KMNG_WKSTN_WALLETS
KS_CLIENT

KS_CLIENT_JAVA
KS_CLIENT_JAVA_GWS_TEST_STUB
KS_CLIENT_JAVA_PROVIDER

KS_CLIENT_JAVA_SOL

KS_CLIENT_JAVA_TEST_STUB
KS_CLIENT_JAVA_WIN
KS_CLIENT_REMOTE
LAYER7_LKS

LFS_HNGX_MIG_CHANGES

Schedule G Annex A Version 14.0
Page 23 of 103

KM Client key Handler Confidential
KM Client key Handler Public

KM Client with Multithreading

KM Common Functions

KM Dist Receiver Mon Dispatcher
KMNG Server Oracle Wallets

KMNG Workstation Software

KMNG Workstation Oracle Wallets
Key Service Client for Windows

Key Service Client for Java

KS Client Java GWS Test Stub

KS Client Java Provider

Java Key Service Client for Solaris
Java Key Service Client Stub (Test only)
Java Key Service Client for Windows
Key Service Remote Client

Layer 7 with Large Key Store

LFS HNGX Migration Changes

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
CONFIDENTIAL

LFS_HNGX_POSTMIGO1_CHANGES
LFS_HNGX_POSTMIGO3_CHANGES
LFS_HNGX_POSTMIGO5_CHANGES

LFS_HNGX_POSTMIGO6_CHANGES

LFS_HNGX_POSTSPLEX01_CHANGES

LFS_MIGRATION

LFS_SOFTWARE_INSTALLATION_POSTMIG01
LFS_SOFTWARE_INSTALLATION_POSTMIGO2
LFS_SOFTWARE_INSTALLATION_POSTMIGO3
LFS_SOFTWARE_INSTALLATION_POSTMIGO4
LFS_SOFTWARE_INSTALLATION_POSTMIGOS
LFS_SOFTWARE_INSTALLATION_POSTMIGO6

LFS_SOFTWARE_INSTALLATION_PREMIG

LFS_SYSTEMS_MONITORING
LINUX_NTP_CLIENT_CONFIG
LINUX_NTP_SERVER_CONFIG
LOCAL_DC_SERVER_PERM_DCM

Schedule G Annex A Version 14.0
Page 24 of 103

LFS HNGX Post MIGO1 Changes
LFS HNGX Postmig03 Changes
LFS_hngx_postmig05_changes
LFS HNGX POSTMIGO6 Changes

LFS HNG-X Post Plex01 Changes.

Solaris LFS Migration

LFS Software Installation Post MIGO1
LFS Software Installation Post MIGO2
LFS Software Installation Postmig03
LFS Software Installation Post MIGO4
LFS Software Installation Postmig05
LFS Software Installation Post MIGO6
LFS Software Installation Premigration
LFS Systems Monitoring Changes
Linux NTP Client Config

Linux NTP Server Config

Local DC Server Perm DCM

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

LOCAL_DC_SERVER_POLICY_SSN

LOCAL_DC_SERVER_POLICY_TWS_AGENT

LOCAL_USER_CLEANUP

LT_BLADEFRAME_CONFIG

MA_FILE_TRANSFER
MAN_PRODUCT_TAGS
MANSENTRY_VPNLW
MANWIN_LCF_DISABLE

MANWIN_NCO_NETINTBASE

MANWIN_NCO_OMNIBASE
MANWIN_PROBENT
MERCHANT_FTP_APP

MERCHANT_FTP_APP_MIG_CONF

MERCHANT_FTP_APP_MIG_PREP

MERCHANT_FTP_APP_MIG_TEST

METRON_ATHENE_8_6_TRG_SW

Schedule G Annex A Version 14.0
Page 25 of 103

Local DC Server Policy (SSN)
Local DC Server Policy TWS Agent
Local Users Cleanup

LT BladeFrame Config

Merchant Acquirer File Transfer component

vi

MANUAL Product TAGS
Sentry Monitor Code
MANWIN LCF Disable

Netcool Omnibus Connection setup
Netcool Omnibus product
NT Probe Code

Merchant FTP Application

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

PLP work instruction to demonstrate
Streamline FTP connectivity

Metron Athene 8.60 Training Software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

METRON_ATHENE_V8_4
MIG_TWS_A_MIGONLY
MiG_TWS_B_MIGONLY
MiG_TWS_D_MIGONLY

MIG_TWS_DCPREP_MIGONLY

MIG_TWS_REL2_MIGONLY

MS_SQL_2005_SVR_CONF_UPD

MS_SQL_SRV_PODG_CONFIG
MSSQL_AUDIT_LOG

MSVS_CONTRAINED_DELEGATION_CONFIG

NAS_TMF_CONFIG

NAS_TRF_CONFIG
NB_CRYPTO_API

NBS_ATALLA_KM_TEST
NBS_TUNEABLETRACE
NBX_FI_SIM
NBX_LREC_FGEN

Schedule G Annex A Version 14.0

Page 26 of 103

Metron Athene 8.4 Upgrade

TWS Schedules for POLFS Migration
TWS Migration Schedules Weekend B
TWS Weekend D

TWS Schedule Modifications for DCPREP
(MIG ONLY)

HNG-X Release 2 Migration schedule
amendments

MS SQL 2005 Server Configuration Update

SSC server SQL scripts for PODG database
Audit logging change within MSSQL

MSVS Contrained Delegation Config
NAS TMF Configuration

NAS TRF Configuration
Crytpo API for NBX

Network Banking Atalla Key Management -
Test systems

NBS Tuneable Trace
NBX FI Simulator
NBX LREC File Generator

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

NBXM_MULTIPLEXOR

NETBACKUP_JAVA_ADMIN_CONSOLE_CLEANUP

NPS_ASM_STORAGE_BUILD
NPS_DATABASE_BUILD
NPS_HNGX_CHANGES

NPS_HNGX_POSTMIGO1_CHANGES

NPS_HNGX_POSTMIGO2_CHANGES
NPS_HNGX_POSTMIGO3_CHANGES
NPS_HNGX_POSTMIGO4_CHANGES
NPS_KMNG_DATA_POSTMIGO1
NPS_KMNG_DATA_POSTMIGO2

NPS_KMNG_DATA_POSTMIGO3
NPS_MIGRATION

NPS_PRE_LIVE_PROVING
NPS_SCHEMA_BUILD

NPS_SOFTWARE_INSTALLATION

Schedule G Annex A Version 14.0

Page 27 of 103

NBXM Multiplexor

Remove Veritas Netbackup Console and

Detritus

NPS ASM Storage Build
NPS Database Build

Network Persistent Store HNGX Changes

NPS Application HNGX Changes

NPS Application HNGX (POSTMIGO02)
Changes

NPS Application HNGX Changes
NPS HNGX POSTMIGO4 CHANGES
NPS Key Management Load Data
NPS Key Management load Data

NPS Key Management load Data
Migrate NPS database

NPS Pe-Live proving
NPS Schema Build

NPS Application Software Installation

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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NPS_SOFTWARE_INSTALLATION_POSTMIGO1

NPS_SOFTWARE_INSTALLATION_POSTMIGO2

NPS_SOFTWARE_INSTALLATION_POSTMIGO3

NPS_SOFTWARE_INSTALLATION_POSTMIG04

NRS_TACACS_AP
NT_VI_TEST_TOOL

ODBC_CONNECTIONS_MIS_CLIENT
OPENVIEW_SCRIPTSV2

ORACLE_ASM_CONFIGURATION
ORACLE_CLIENT_10GR2_LNX_CONFIG
ORACLE_CLUSTERWARE_CHECK

ORACLE_CLUSTERWARE_CONFIG
ORACLE_DB_CHECK

ORACLE_DB_CONFIG_INSTALL

ORACLE_LISTENER_CONFIG
ORACLE_PATCH_CHECK
ORACLE_PATCH_CONFIG

Schedule G Annex A Version 14.0
Page 28 of 103

NPS Application Software Installation

Nps Software Installation Postmig02

NPS SOFTWARE INSTALLATION
POSTMIGO3

NPS SOFTWARE INSTALLATION Post Mig
04

TACACS and Server
NT VI Test Tool

ODBC Connections for MIS Client

Branch monitoring scripts

Oracle ASM Configuration.
Oracle Client 10gR2 for Linux x86
Oracle Clusterware Check

Oracle Clusterware v10.2.0.1 Config
Oracle Database Check

Oracle Database Config Install
Oracle Listener Configuration
Oracle Patch Check

Oracle Patch v10.2.0.3 Config

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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ORACLE_PATCH_UPDATE
OS_CLUSTER
OS_CLUSTER_CHECK

OS_CLUSTER_MANUAL
OS_CLUSTER_RPMS

OSC_RADIATOR_FOR_PBS
OSC_RADIATOR_FOR_PRS

PAN_DR_SCRIPTS
PAN_HASH_API

PATCH_REBOOT_CONFIG
PCI_CRYPTO_API
PMMC_COM_LIB

PODG_COMMON_CERTS

PODG_COMMON_FRAMEWORK

PODG_EXT_FRAMEWORK

PODG_INT_FRAMEWORK

Schedule G Annex A Version 14.0

Page 29 of 103

ORACLE PATCH UPDATE PSU4
Operating System Cluster

Operating System Cluster Check

Manual deliveries for cluster configuration

Oracle Cluster RPMS Code Delivery
OSC Radiator for PBS
OSC Radiator for PRS.

Bladeframe DR scripts

Crypto API for Pan Hashing

Patch Reboot Config
Crypto API for PCI
PMMC Common Library

PODG Common Certificates and loopBack
Route

PODG framework files includes Java
libraries common to DGE and DG!

PODG framework files including Java
libraries exclusive to DGE

PODG framework files including Java
libraries exclusive to DGI

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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PODG_INT_SUPPORT_LIBS

PODG_JAVA_6_JRE_CONFIG
PODG_JSCAPE_CONFIG

PODG_NFS_CLIENT_MOUNTS

PODG_OS_SECURITY
PODG_RDT_PLATFORM

POL_SAP_RHL_SYSTEM_REPORT_TOOLS
POMS_AEI_SiM

PR_BLADEFRAME_CONFIG
QSSH_RHL_CONFIG

QSSH_SOL_CONFIG
QSUDO_RHL_CONFIG
QSUDO_SOL_CONFIG

QUEST_SAMBA_RHL_CONFIG
QUEST_SAMBASHARE_CONFIG

QUEST_SAMBASHARES

Schedule G Annex A Version 14.0

Page 30 of 103

Third party files including Java libraries
exclusive to DGI

Java 6 JRE for Post Office Data Gateway
Framework

JScape server licences for PODG servers

PODG NFS Client mounts

PODG Operating System Security
Hardening

PODG RDT Internal Server Platform

POL SAP - RedHat System Reporting Tools
POMS AEI Simulator

PR BladeFrame Config
Quest SSH RHL Config

Quest SSH Solaris Config
Quest SUDO RHL Config
Quest SUDO Solaris Config

Quest Samba RHL Config
Quest Samba Share Config

Quest Samba Shares

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

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QVAS_RHL_CONFIG
QVAS_SOL_CONFIG

RA_BLADEFRAME_CONFIG
RAD_AUTH_CODE_NRS

RAD_AUTH_CODE_REMOVE
RADIATOR

RCF_GEN_SPREADSHEET

RDDS_HNGX_MIG_CHANGES

RDDS_HNGX_POSTMIGO1_CHANGES
RDDS_HNGX_POSTMIGO2_CHANGES
RDDS_HNGX_POSTMIGO3_CHANGES.
RDDS_HNGX_POSTMIGO4_CHANGES.
RDDS_HNGX_POSTMIGO5_CHANGES
RDDS_HNGX_POSTMIGO6_CHANGES
RDDS_HNGX_POSTMIGO7_CHANGES

RDDS_HNGX_POSTMIGO8_CHANGES

RDDS_MIGRATION

Schedule G Annex A Version 14.0
Page 31 of 103

QVAS RHL Config
QVAS Solaris Config

RA BladeFrame Config

RAD_AUTH_CODE on the NRS platform

RAD_AUTH_CODE Removal package
RADIUS / TACACS server

Router Configuration file generator
RDDS HNGX Migration Changes.
RDDS HNGX Post MIGO1 Changes
RDDS HNGX Post MIGO2 Changes
RDDS HNGX Postmig03 Changes
RDDS HNGX Postmig04 Changes
RDDS HNGX Postmig05 Changes
RDDS HNGX Postmig06 Changes
RDDS HNGX Postmig07 Changes

RDDS HNGX postmig08 Changes

RDDS DB Migration Implementation

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

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RDDS_SOFTWARE_INSTALLATION_POSTMIGO1
RDDS_SOFTWARE_INSTALLATION_POSTMIGO2
RDDS_SOFTWARE_INSTALLATION_POSTMIGO3
RDDS_SOFTWARE_INSTALLATION_POSTMIGO4
RDDS_SOFTWARE_INSTALLATION_POSTMIGOS
RDDS_SOFTWARE_INSTALLATION_POSTMIGO6
RDDS_SOFTWARE_INSTALLATION_POSTMIGO7
RDDS_SOFTWARE_INSTALLATION_POSTMIGO8

RDDS_SOFTWARE_INSTALLATION_PREMIG

RDDS_SYSTEMS_MONITORING
RDM_APS_APPS
RDM_RDMC_APPS

RDMC_HNGX_MIG_CHANGES
RDMC_HNGX_POSTMIGO1_CHANGES
RDMC_HNGX_POSTMIGO2_CHANGES

RDMC_HNGX_POSTMIGO3_CHANGES

Schedule G Annex A Version 14.0
Page 32 of 103

RDDS Software Installation Post MIGO1
RDDS Software Installation Post MIGO2
RDDS Software Installation Postmig03
RDDS Software Installation Postmig04
RDDS Software Installation Postmig05
RDDS Software Installation Postmig06
RDDS Software Installation Postmig07
RDDS Software Installation Postmig08
RDDS Software Installation Premigration

RDDS Systems Monitoring Support
APS Workstation Applications
RDMC Workstation Applications

RDMC DB Schema Mig Change
Implementation

RDMC HNGxX Post Mig01 Changes
RDMC HNGX Postmig02 Changes

RDMC HNGxX Postmig03 Changes

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
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RDMC_HNGX_POSTMIGO4_CHANGES
RDMC_HNGX_POSTMIGO5_CHANGES
RDMC_HNGX_POSTMIGO6_CHANGES

RDMC_HNGX_POSTMIGO7_CHANGES
RDMC_MIGRATION

RDMC_SOFTWARE_INSTALLATION_POSTMIGO1
RDMC_SOFTWARE_INSTALLATION_POSTMIGO2
RDMC_SOFTWARE_INSTALLATION_POSTMIGO3
RDMC_SOFTWARE_INSTALLATION_POSTMIGO4
RDMC_SOFTWARE_INSTALLATION_POSTMIGOS
RDMC_SOFTWARE_INSTALLATION_POSTMIGO6

RDMC_SOFTWARE_INSTALLATION_POSTMIGO7

RDMC_SOFTWARE_INSTALLATION_PREMIG
RDMC_SYSTEMS_MONITORING
RDT_LOCAL_ACCOUNTS
RDT_SAMBA_CONFIG
RHEL_INTEGRATION_FILES

Schedule G Annex A Version 14.0
Page 33 of 103

RDMC HNGX Postmig04 Changes
RDMC HNGX Postmig05 Changes
RDMC HNGxX Postmig06 Changes

RDMC HNGX postmig07 Changes
RDMC DB Migration Implementation

RDMC Software Installation Post MIGO1
RDMC Software Installation Postmig02
RDMC Software Installation Postmig03
RDMC Software Installation Postmig04
RDMC Software Installation Postmig05
RDMC Software Installation Postmig06

RDMC Software Installation Postmig07

RDMC DB SApplication Software Installation
Premig

RDMC Systems Monitoring Support
RDT Local Accounts

RDT Samba Local Account Configuration

RHEL Integration Files

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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RHEL_MANUAL_FOUNDATION_BUILD

RHEL4_5 FOUNDATION_UPDATE
RHEL4_5_NIC_BONDING
RHEL4_5 TO_4_8 UPDATE
RHEL4_8 FOUNDATION_UPDATE
RHEL4_8 SAP_CONFIG

RHEL4_8 SECURITY_UPDATE

RHL_AD_JOIN_CONFIG
RHL_BACKUP_SCRIPTS

RHL_BAL_DISK_CONF
RHL_BMX_DISK_CONF
RHL_BSL_PR_EMC_CFG
RHL_BSM_DISK_CONF

RHL_CAC_DISK_CONF
RHL_CLONE_SCRIPTS

RHL_DXC_DISK_CONF

RHL_FTS_APP

Schedule G Annex A Version 14.0
Page 34 of 103

RHEL Manual Foundation Build
RedHat 4.5 Foundation Update
RHEL4.5 NIC Bonding

RHEL 4.5 to 4.8 Update

RHEL 4.8 Foundation Update
RHEL 4.8 Configuration for SAP.
RHEL 4.8 Security Update

RHL Active Directory Join Config

Linux Backup Scripts

BAL Disk Configuration

RHL BMX Disk Configuration
Production only - EMC.cfg file
RHL BSM Disk Configuration

Redhat CAC Disk Configuration

Linux Clone Management Scripts
RHL DXC Disk Configuration

Red Hat Linux File Transfer Application

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

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RHL_FTS_CD_SCRIPTS

RHL_HBS_DISK_CONF

RHL_HOSTFILE_UPDATE_CONFIG.

RHL_INTEGRATION_POST_BUILD

RHL_ITM_APOP_CFG
RHL_ITM_BMX
RHL_ITM_BMX_AGENT

RHL_ITM_BMX_CFG

RHL_ITM_BMXSITUATIONS

RHL_ITM_BMXSITUATIONS_CFG.
RHL_ITM_DISABLESITS

RHL_ITM_DVLA_CFG

RHL_ITM_HISTCOL

RHL_ITM_IWS

Schedule G Annex A Version 14.0
Page 35 of 103

Job Control Language for ConnectDirect

HBS disk configuration

Redhat Linux Host File Update
Configuration

Redhat Linux Integration Post Build

IBM Tivoli Monitoring: Web Service Health
Check - APOP Configuration

BMX UA
RHL ITM BMX Stats Agent

IBM Tivoli Monitoring: BMX Monitoring
Configuration

BMX Situations

Config instructions for
RHL_ITM_BMXSITUATIONS,

Disables ITM 6.x situations

IBM Tivoli Monitoring: Web Service Health
Check - DVLA Configuration

ITM6 Historical Data Collection
Configuration

IBM Tivoli Monitoring: Web Service Health
Check Scripts

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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RHL_ITM_MGRM_CFG

RHL_ITM_NRSRADIUS_AGENT

RHL_ITM_OLCT_CFG

RHL_ITM_PRSRADIUS_AGENT

RHL_ITM_SITCFG

RHL_ITM_SITCFG_CFG

RHL_ITM_TCOM_CFG
RHL_ITM_TEMS_BMX
RHL_iTM_TEMS_CFG

RHL_ITM_TEMS_NETCOOL

RHL_ITM_TEMS_NRSRADIUS

RHL_ITM_TEMS_PRSRADIUS
RHL_ITM_TEMS_TWS

Schedule G Annex A Version 14.0
Page 36 of 103

IBM Tivoli Monitoring: Web Service Health
Check - MGRM Configuration

NRS RADIUS AUTH Log Monitoring Agent
Client component

IBM Tivoli Monitoring Web Service Health
Check OLCT Configuration

PRS RADIUS AUTH Log Monitoring Agent
Client component

IBM Tivoli Monitoring: Monitoring Situation
Installation

This is a manual ITM configuration update
for EMM platforms.

IBM Tivoli Monitoring: Web Service Health
Check - TCOM Configuration

RHL ITM BMX TEMS Support
Manual configuration of ITM TEMS

RHL ITM TEMS Support for Netcool agent

NRS RADIUS AUTH Log Monitoring Agent
TEMS component

PRS RADIUS AUTH Log Monitoring Agent
TEMS component

RHL ITM TEMS Support for TWS agent

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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RHL_NCO_AUDITGATE_CFG_AD

RHL_NCO_BIGATE_CFG

RHL_NCO_BIGATE_CFG_AD

RHL_NCO_BRREGHNDLR

RHL_NCO_DISPGATE_CFG
RHL_NCO_OBJSRV_CFG

RHL_NCO_OBJSRV_CFG_AD

RHL_NCO_OBJSRV_EXPORT
RHL_NCO_OBJSVRCRT

RHL_NCO_PROBEBMC_CFG
RHL_NCO_PROBEGLF_CFG_DNS
RHL_NCO_PROBEGLF_CFG_NRS

RHL_NCO_PROBEGLF_CFG_PRS

RHL_NCO_PROBEGLF_ORAGATE_CFG

Schedule G Annex A Version 14.0
Page 37 of 103

AUDIT Netcool Oracle Gateway AD
authentication config

Netcool Omnibus Bi-Directional Gateway
Config

Bl-Directional AGG_FAILOVER Netcool
Oracle Gateway AD authentication config

Branch Router Registration Handler

Netcool OMNibus Uni-Gateway
(Aggregation Layer to Display Layer)

Netcool Objectserver Configuration

IBM Netcool/OMNIbus Object Server
Configuration: Active Directory
Authentication

Netcool Omnibus Object Server Export
Netcool Omnibus Object Server Create

Redhat Linux NetCool Probebme
Configuration

IBM Netcool Linux GLF Probe DNS config

IBM Netcool Linux GLF Probe Radius config

Netcool GLF Probe Configuration

Tivoli Netcool Omnibus GLF Probe to
monitor Oracle Gateway Logs

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

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RHL_NCO_PROBESNMP_CFG

RHL_NCO_PROBESYSLOG_CFG

RHL_NCO_PROBESYSLOGNG_CFG

RHL_NCO_PROBESYSLOGSEC

RHL_NCO_PROBESYSLOGSEC_CFG

RHL_NCO_PROBETECAD_CFG

RHL_NCO_RAD_CFG

RHL_NCO_RAD_CFG_GUI
RHL_NCO_RAD_XML

RHL_NCO_REPGATE_CFG_AD

RHL_NCO_SECMAN_CFG_AD
RHL_NCO_STATS_RESET

RHL_NCO_TBSM_DATASVR_CFG

RHL_NCO_TBSM_OBJSVR

Schedule G Annex A Version 14.0

Page 38 of 103

Redhat Linux Netcool ProbeSNMP Config

Redhat Linux NetCool Probe Syslog
Configuration

IBM Tivoli Netcool Omnibus Probe Config
for SYS platforms

Security Probe configuration for Red Hat
Servers

IBM Tivoli Netcool OMNIbus Syslog Sec
Probe Config Linux

Red Hat Linux Net Coo! Probe Tecad
Configuration

Configuration product for Tivoli Netcool
TBSM (RAD)

Tivoli Business Services Manager GUI
Configuration

Netcool RAD XML.

REPORTER Netcool Oracle Gateway AD
authentication config

IBM Netcool Security Manager Configuration

Tivoli Netcool Stats Reset Trigger

Netcool Tivoli Business Service Manager
DataServer Config

Netcool Omnibus Object Server for TBSM

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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RHL_NCO_TRAWLEVENT

RHL_NCO_UNIGATE_CFG

RHL_NCO_UNIGATE_CFG_AD
RHL_NCO_WEBTOP_CFG

RHL_NRS_DISK_CONF

RHL_OPTDISK_CONFIG

RHL_OPTDISK_CONFIG_DATA
RHL_OPTDISK_CONFIG_DATA_MAN

RHL_OPTDISK_CONFIG_MAN
RHL_ORA_10GCLIENT

RHL_ORA_CLIENT10GFULL_CONFIG
RHL_ORA_QEDH
RHL_ORA_QRA

RHL_OS_UPDATE_INSTALL
RHL_PODG_DISK_CONF

RHL_PRS_DISK_CONF

Schedule G Annex A Version 14.0
Page 39 of 103

IBM NCO to OMDB Event Forwarding

Netcool Omnibus Uni-Directional Gateway
Config

UNIGATE Netcool Oracle Gateway AD
authentication config

Netcool Webtop Configuration
RHL NRS Disk Configuration

Design Part RHL_OPTDISK_CONFIG.A

Redhat Enterprise Linux 4 Disk
Configuration Data

RHL Optdisk Data Manual Config
RHL OPtdisk Manual Config

Oracle 10g client application

RedHat Linux Oracle 10 Client Full Version
1.0 Config

Network QoS Data Loader
Network QoS Replication Agent

Redhat generic Operating System Updates
RHL PODG Disk Configuration

RHL PRS Disk Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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RHL_SAMBASHARES.
RHL_SMG_BACKUP

RHL_SMG_BIRA

RHL_SMG_BIRA_EDS
RHL_SMG_EMDFA

RHL_SMG_INSTSUPPLIB

RHL_SMG_OMDB_DESCHEDULE.

RHL_SMG_PAMCONF

RHL_SMG_PERL_DBDS

RHL_SMG_SCMRA
RHL_SMG_SHOUA
RHL_SMG_STMRA

RHL_SMG_TBSM_PAMCONF
RHL_SMG_TOOLS

Schedule G Annex A Version 14.0

Page 40 of 103

Redhat Sambashares for Redhat 5
SYSMAN Unix Backup

Branch Information Replication Agent for
Migration Reporting

BIRA EDS agent for OMDB to EDS
Migration

EMDB Migration Data Fetcher Agent

Redhat Enterprise Linux SMG Install
Support Library

Descheduling of old agents for OMDB to
EDS Migration

Enterprise Management PAM Integration

RHL Perl Modules for Database
Connections

SYSMAN Counter Migration Response
Agent

SYSMAN HNG-X OMDB Update Agent
RHL SMG STMRA

Enterprise Management PAM for TBSM
ObjectServer

SMG common tools for Red Hat Linux

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

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Fujitsu Configuration software

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RHL_STERLING_COM_CON_DIR

RHL_STERLING_COM_CON_DIR_CONFIG

RHL_STERLING_COM_CON_DIR_INCREMENTS.

RHL_STERLING_COM_CON_DIR_SCRIPTS

RHL_SYS_DISK_CONF
RHL_TMF_FWKCONF1
RHL_TMF_FWKCONF2
RHL_TMF_FWKCONF3

RHL_TMF_RGPGLF_TASK

RHL_TMF_TASKSITM

RHL_TPM_ADMIN
RHL_TPM_AEI

RHL_TPM_APEX

RHL_TPM_AUTHMGMT

RHL_TPM_BRCONCURRENCY

Schedule G Annex A Version 14.0
Page 41 of 103

Red Hat Linux Sterling Commerce Connect
Direct Server

Connect Direct configuration files

Increments to manual
RHL_STERLING_COM_CON_DIR workset

Connect Direct remote scripts

RHL SYSLOG Disk Configuration
Tivoli Framework Config 1
Tivoli Framework Config 2
Tivoli Framework Config 3

Wrapper task to update RGP GLF props file
each day

ITM Task Library

Tivoli Provisioning Manager Admin
Configuration

TPM Workflows for AEI

IBM Tivoli Provisioning Manager Workflows:
APEX

TPM Workflows for SMG Authentication File
Management

RHL TPM Branch Router Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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RHL_TPM_BRMGMT

RHL_TPM_BRREGHNDLR

RHL_TPM_BRSUPPORTLIB
RHL_TPM_BRXML

RHL_TPM_CBLPERFMON

RHL_TPM_DXC_WORKFLOW

RHL_TPM_EMAGENTCOMFIG.

RHL_TPM_EMDBTARGETS

RHL_TPM_ODBC
RHL_TPM_POMSMGMT

RHL_TPM_POMSSETUP

RHL_TPM_POMSXML

RHL_TPM_QOSCREDENTIALS

Schedule G Annex A Version 14.0

Page 42 of 103

RHL Branch Router Management TPM
Workflows

Branch Router Registration Handler TPM
Workflows

Branch Router Support Libraries
RHL TPM Branch Router XML.

IBM TPM: Control Blade Performance Data
Workflows

Tivoli Provisioning Manager DXC Workflow
Installation

SMG Common Workflows

TPM Targeting Infrastructure for Branch
Router RCF's

IBM Tivoli Provisioning Manager Workflows:

EDS ODBC Authentication
TPM Workflows for POMS Management

Manual Setup for POMS Management by
TPM

XML for TPM Objects used in POMS
Management

IBM Tivoli Provisioning Manager: Network
Quality of Service Credentials Workflows

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

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RHL_TPM_RCFGET
RHL_TPM_SHOUA

RHL_TPM_SUPPORTTASKS

RHL_TPM_SUPPORTTASKS_BMC

RHL_TPM_SVRBASE_MANCFG
RHL_TPM_TASKSCHED
RHL_TPM_UTILS
RHL_TPM_WORKFLOWS

RHL_TPM_WORKFLOWS_LIB
RHL_TRC_SVR_CONFIG

RHL_WEBSERV_DISK_CONF
RIP_COMMON
RIP_DATA_CTR
RIP_LICENSE
RIPOSTE_FOR_AUDIT

RLS_ASM_STORAGE_BUILD
RLS_INTEGRATION_FILES

Schedule G Annex A Version 14.0
Page 43 of 103

Perl scripts and modules to extract files from
EST client output

TMP Workflows for SHOUA Agent

IBM TPM: Support Workflows

Netcool/OMNibus BMC Patrol Probe agent
target configuration workflows.

TPM SVRBASE - Pre & Post manual
configuration instructions

IBM TPM: Task Scheduling Process
IBM TPM: Utility Workflows
Redhat Linux TPM Workflows

RHL TPM SMG Common workflows.
IBM Tivoli Remote Control! Configuration
RHL Web Server Disk Configuration
Riposte Common Files

Riposte Data Centre Platform Files
Riposte Licences

Riposte files required for Audit purposes

RLS ASM Storage Build

RLS Integration Files

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

RMGA_BIND_CFGP
RMGA_BIND_CFGS
RMGA_BIND_SW
RMGA_CRS_GEN_FIXES

RMGA_DNS_CONFIG

RSG_EMC_NET_CONFIG
RSG_FTP_SMTP_CONFIG

RSH_DIRECTORY_STRUCT
RTRBOOT_AP

RTRBOOT_RAD_SERVICE

RV_BLADEFRAME_CONFIG

RV_VOL_BLADEFRAME_CONFIG

SAMBA_SHARES_TEST_ONLY

SAMBA_SOL_CONFIG

SAN_DISK_REGISTRY_UPDATE

SBRDB_ASM_STORAGE_BUILD

Schedule G Annex A Version 14.0

Page 44 of 103

RMGA BIND Primary Configuration
RMGA BIND Secondary Configuration
RMGA BIND Software

RMGA CRS General Fixes

RMGA DNS Configuration Entries

RSG network config to allow communication
with EMC

Delivers FTP and SMTP config

RSH Directory Structure
RTR Boot Server

Create Windows Radiator Service
RV BladeFrame Config
RV-VOL_BLADEFRAME_CONFIG
Samba Shares for Test Only

SAMBA install for Solaris

Registry tweak for discrete servers using
SAN disks

Branch Standby DB ASM Storage
Installation

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

SBRDB_INITIALISE_STANDBY

SBRDB_SOFTWARE_INSTALLATION

SHAREPLEX_DAT_ACTIVATE_APS

SHAREPLEX_DAT_ACTIVATE_DRS

SHAREPLEX_DAT_ACTIVATE_LFS.
SHAREPLEX_DAT_ACTIVATE_RDDS
SHAREPLEX_DAT_ACTIVATE_RDMC

SHAREPLEX_DAT_ACTIVATE_TES.

SHAREPLEX_DAT_ACTIVATE_TPS.

SHAREPLEX_DAT_PROD_SETUP.

SHAREPLEX_DAT_SOFTWARE_INSTALLATION

SHAREPLEX_LNX_ACTIVATE_APOP

SHAREPLEX_LNX_ACTIVATE_NPS

Schedule G Annex A Version 14.0
Page 45 of 103

Branch Standby DB Initialise Standby DB
Config

Branch Standby DB Application Software
Installation

SHAREPLEX APS Activation on DAT
Platform

SHAREPLEX DRS Activation

SHAREPLEX LFS Activation on DAT
Platform

SHAREPLEX RDDS Activation
SHAREPLEX RDMC Activation

SHAREPLEX TES Activation

SHAREPLEX TPS Activation on DAT
Platform

SHAREPLEX DAT Product Setup

SHAREPLEX Solaris Software Installation
for INT10 release of HNG-X

SHAREPLEX APOP Activation on NPS
Platform

SHAREPLEX NPS Activation on NPS.
Platform

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

SHAREPLEX_LNX_PROD_SETUP

SHAREPLEX_LNX_SOFTWARE_INSTALLATION

SHAREPLEX_REPL_COMPLETE_CHECK_APOP

SHAREPLEX_REPL_COMPLETE_CHECK_APS

SHAREPLEX_REPL_COMPLETE_CHECK_DRS

SHAREPLEX_REPL_COMPLETE_CHECK_LFS

SHAREPLEX_REPL_COMPLETE_CHECK_NPS

SHAREPLEX_REPL_COMPLETE_CHECK_RDDS

SHAREPLEX_REPL_COMPLETE_CHECK_RDMC.

SHAREPLEX_REPL_COMPLETE_CHECK_TES

SHAREPLEX_REPL_COMPLETE_CHECK_TPS

SOL_10_APACHE_TOMCAT_CONFIG

Schedule G Annex A Version 14.0
Page 46 of 103

SHAREPLEX Product Setup for NPS
platform

SHAREPLEX Linux Software Installation for
INT10 release of HNG-X

Shareplex Replication Complete Check for
APOP

Shareplex Replication Complete Check for
APS

Shareplex Replication Complete Check for
DRS

Shareplex Replication Complete Check for
LFS

Shareplex Replication Complete Check for
NPS

Shareplex Replication Complete Check for
RDDS

Shareplex Replication Complete Check for
RDMC.

Shareplex Replication Complete Check for
TES

Shareplex Replication Complete Check for
TPS

Solaris Apache Tomcat Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

SOL_10_APACHE_TOMCAT_OPENTEXT_CONFIG

SOL_10_EMULEX
SOL_10_FOUNDATION_UPDATE
SOL_10_JAVA_CONFIG

SOL_10_PATCHES_PRIMEPOWER

SOL_10_PATCHES_PRIMEPOWER_GROUP1_CONFIG

SOL_10_PATCHES_SUN
SOL_AD_JOIN_CONFIG

SOL_BSS_FAILOVER_SCRIPTS
SOL_CLONE_SCRIPTS

SOL_CON_DISK_INIT
SOL_DAT_DISK_INIT
SOL_DAT_FAILOVER_SCRIPTS
SOL_DAT_INTEGRATION_POST_BUILD

SOL_DAT_STANDBY_RL2

Schedule G Annex A Version 14.0

Page 47 of 103

Solaris Apache Tomcat OpenText
Configuration

Solaris Emulex Card Driver and firmware
plus utility

Solaris 10 Foundation Update
Solaris Java Configuration

Solaris 10 Patches PrimePower Hardware

Solaris 10 Patches PrimePower Group1
Solaris 10 Patches Sun Hardware
Solaris Active Directory Join Config

Solaris BSS Failover Scritps

Solaris Clone Management Scripts
Solaris Console Disk Initialisation

Disk Initialisation Scripts!

Solaris DAT Failover Scritps

Solaris DAT Integration Post Build fixes

Solaris DAT - STANDBY - Run Level 2

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

SOL_DAT_STANDBY_RL3
SOL_EMC_CONFIG
SOL_EMC_MANUAL_CONFIG
SOL_INTEGRATION_FILES

SOL_INTEGRATION_POST_BUILD

SOL_ITM_AGENT_CFG
SOL_NBU_CLIENT

SOL_NBU_SAN_MEDIA_SVR
SOL_NCO_NETINFBASE

SOL_NCO_PROBEGLF_CFG3
SOL_NCO_PROBEGLF_CFG4

SOL_NCO_PROBESYSLOG_CFG

SOL_NCO_PROBESYSLOGSEC
SOL_SMG_INSTSUPPLIB
SOLARIS_NTP_CLIENT_CONFIG

SOLARIS_ORACLE_NET_CONFIGURATION

Schedule G Annex A Version 14.0

Page 48 of 103

Solaris DAT Standby - Run Level 3
EMC config for BSS

Solaris EMC manual Configuration
Solaris Integration Files

Solaris Integration Post Build

This is an ITM configuration update for all
Datacenter Solaris (SOL) platforms.

Unix NetBackup Client

Solaris NetBackup SAN Media Server

Netcool Omnibus Net Config
SOLARIS GLF Probe Configuration 3
SOLARIS GLF Probe Configuration 4

Netcool Omnibus Syslog Probe Config

Netcool Probe Security configuration for
SOL

SMG Installation Support Library for Solaris
Solaris NTP Client Config

Solaris Oracle Net Configuration

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

SOLARIS_SYSTEM_REPORT_TOOLS

SOP_AV_WIN_CONFIG

SPN_DATA_CAPTURE_FOR_ECG

SPN_JAVA_MIDDLEWARE

SPN_PLATFORM_ACCESS_TO_MSVS_HOSTS

SSC_APACHE_TOMCAT_CONFIG

SSC_INTEGRATION_POST_BUILD.

SSC_PODG_WEB_APP.
SSC_SMILEY_DESKTOP

SSN_C_DRIVE_LATE_CONFIG
SSN_DXC_TOOLS

ST_BLADEFRAME_CONFIG

STERLING_COM_CON_DIR_MAN

STERLING_COM_CON_MIG_CONF

STERLING_COM_CON_MIG_PREP

Schedule G Annex A Version 14.0
Page 49 of 103

Solaris System reporting tools

Configuration of Sophos AV software

Performance Manager Data Extract for
CMSDB

Java Middleware Source-code

Change to the Virtual Server 'Performance
Monitor Users' Group

SSC Apache Tomcat Configuration

SSC Integration Post Build

Web applications for PODG reporting &
administration

Smiley Desktop Diagnostic Toolset
SSN C drive config actions - late in build
SSN toolset to manage dxc application stack

ST BladeFrame Config

Connect:Direct manual configuration for
user proxy

Weekend B FTMS Service Start-up /
Configuration

Data-Centre Preparation Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Diagnostic tool
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

SUB_CA_INTERFACE

SUDO_PLATFORM_CONFIG

SUN_JRE_6_SOL10_CONFIG
SV_BLADEFRAME_CONFIG

SYSLOG_SERVER_CFG
TACACS-CONFIG
TACACS-RSYNC
TEM_C_DRIVE_CONFIG

TES_HNGX_MIG_CHANGES
TES_HNGX_POSTMIGO1_CHANGES
TES_HNGX_POSTMIGO2_CHANGES

TES_HNGX_POSTSPLEX01_CHANGES
TES_MIGRATION

TES_SOFTWARE_INSTALLATION_POSTMIGO1

TES_SOFTWARE_INSTALLATION_POSTMIGO2

TES_SOFTWARE_INSTALLATION_PREMIG

Schedule G Annex A Version 14.0
Page 50 of 103

Sub Certification Authority Interface

Sudo Platform Configuration

Sun Java Runtime Environment 1.6.0_11 for
Solaris

SV BladeFrame Config

Syslog Server Config

TACACS server configuration
TACACS RSYNC configuration
TEM C Drive Configuration

TES HNGX Migration Changes
TES HNGX Postmig01 Changes
TES HNGX POSTMIGO2 CHANGES

TES HNG-X Post SharePlex 01 Changes

Solaris TES Migration Implementation

TES Software Installation Postmig01

TES SOFTWARE INSTALLATION
POSTMIGO2

TES Software Installation Premigration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

TES_SYSTEMS_MONITORING

TESQA_SERVICE_SHUTDOWN_MIGONLY

TESQA_SOFTWARE_INSTALLATION

TIME_SYNC_CRON_SCRIPT

TIP_REPAIR_TOOL_INSTALLATION
TNT_EMULATOR

TPS_HNGX_MIG_CHANGES
TPS_HNGX_POSTMIGO1_CHANGES
TPS_HNGX_POSTMIGO2_CHANGES

TPS_HNGX_POSTMIGO5_CHANGES

TPS_HNGX_POSTSPLEX01_CHANGES

TPS_MIGRATION

TPS_SOFTWARE_INSTALLATION_POSTMIGO1
TPS_SOFTWARE_INSTALLATION_POSTMIGO2
TPS_SOFTWARE_INSTALLATION_POSTMIGO3

TPS_SOFTWARE_INSTALLATION_POSTMIGO4

Schedule G Annex A Version 14.0
Page 51 of 103

TES Systems Monitoring Changes
TESQA Service Shutdown MIG ONLY

TESQA Application Software Installation

Cron script to monitor ntpd events and log
them to the syslog

TIP Repair Too! Application Software
Installation

Track and Trace Emulator

TPS HNGX Migration Changes
TPS HNGX Post MIGO1 Changes
TPS HNGX Post MIGO2 Changes
TPS HNGX Postmig05 Changes

TPS HNG-X Post Plex01 Changes
TPS Migration

TPS Software Installation Post MIGO1
TPS Software Installation Post MIGO2
TPS Software Installation Post MIGO3

TPS Software Installation Postmig04

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

TPS_SOFTWARE_INSTALLATION_POSTMIGOS
TPS_SOFTWARE_INSTALLATION_PREMIG
TPS_SYSTEMS_MONITORING
TRIPWIRE_DXC_CONFIG
TWS_AUTH_CONFIG

TWs_HMS_SCRIPTS
TWS_SCHEDULES_ARC
TWS_SCHEDULES_DCM
TWS_SCHEDULES_DEA
TWS_SCHEDULES_MASTER
TWS_SCHEDULES_NPS
TWS_SCHEDULES_SAP
TWS_SCHEDULES_ssc

UNIX_INTEGRATION_BUILD

UNIX_INTEGRATION_POST_BUILD

UNIX_INTEGRATION_POST_BUILD_BMX

UNIX_INTEGRATION_POST_BUILD_CON

Schedule G Annex A Version 14.0
Page 52 of 103

TPS Software Installation Postmig05
TPS Software Installation Premigration

TPS Systems Monitoring Changes.
Tripwire for DXC

TWS Authentication configuration

Tivoli Workload Scheduler HMS Scripts
TWS Schedules for ARC

TWS Schedules for DCM

TWS Schedules for DEA

TWS Schedules Master
TWS Schedules for NPS
TWS Scripts for SAP servers
TWS Schedules for SSC

Unix Integration Build fixes

Unix Integration Post Build scripts

Integration Post Build scripts for BMX (Bal
Monitoring platform)

Integration Post Build scripts for Aurora
Console server

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

UNIX_INTEGRATION_POST_BUILD_MANUAL

UNIX_INTEGRATION_POST_BUILD_NRS

UNIX_INTEGRATION_POST_BUILD_R3D

UNIX_INTEGRATION_POST_BUILD_RGI
UNIX_INTEGRATION_POST_BUILD_RHL5
UNIX_INTEGRATION_POST_BUILD_RLS

UNIX_INTEGRATION_POST_BUILD_RSH
UNIX_POST_BUILD_BDS
UNIX_POST_BUILD_BRDB
UNIX_POST_BUILD_BRS
UNIX_POST_BUILD_NPS
UNIX_POST_BUILD_RL
UNIX_SUPPORT_UTILS

UNX_ITM_LOGHOUSEKEEP

UNX_ITM_LOGHOUSEKEEP_BAL_CFG

Schedule G Annex A Version 14.0
Page 53 of 103

Unix Post Build Manual Instructions

Integration Post Build scripts for NRS

(Network Radius Server)

Integration post build scripts for SAP R3

Database Server

Integration Post Build scripts for RGI (RDT

version of DGI)

Integration post build scripts for Redhat 5
Integration Post Build scripts for RLS

Integration Post Build scripts for RSH

Unix Post Build for BDS

Unix Post Build for BRDB
Unix Post Build for BRS
Unix Post Build for NPS
Unix Post Build for RL
Unix Support Utilities

IBM Tivoli Monitoring: UNIX Log
Housekeeping

ITM UA Logfile Housekeeping Configuration

File - BAL Platform Specific

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

UNX_ITM_LOGHOUSEKEEP_BMX_CFG

UNX_ITM_LOGHOUSEKEEP_EMM_CFG

UNX_ITM_LOGHOUSEKEEP_EMS_CFG

UNX_ITM_LOGHOUSEKEEP_EPM_CFG
UNX_ITM_PROCESS

UNX_ITM_PROCESS_BAL_CFG

UNX_ITM_PROCESS_BDB_CFG

UNX_ITM_PROCESS_BDS_CFG

UNX_ITM_PROCESS_BMX_CFG

UNX_ITM_PROCESS_BRS_CFG

UNX_ITM_PROCESS_CAC_CFG

UNX_ITM_PROCESS_CFG

UNX_ITM_PROCESS_DAT_CFG

Schedule G Annex A Version 14.0
Page 54 of 103

ITM UA Logfile Housekeeping Configuration
File - BMX Platform Specific

ITM UA Logfile Housekeeping Configuration
File - EMM Platform Specific

ITM Housekeeping Product for EMS
platform

ITM Housekeeping Product for EPM
platform

ITM Unix File process Monitor

Unix ITM Process for BAL Config

IBM Tivoli Monitoring Universal Agent BDB
ProcessMonitor Configuration

IBM Tivoli Monitoring Universal Agent BDS
ProcessMonitor Configuration

Unix ITM Process for BMX Config

IBM Tivoli Monitoring Universal Agent BRS
ProcessMonitor Configuration

ITM Process Monitoring Configuration for
CAC Platform

UNIX ITM Process Monitor Configuration

IBM Tivoli Monitoring: UNIX Process Monitor
- DAT Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
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UNX_ITM_PROCESS_DGE_CFG

UNX_ITM_PROCESS_DGI_CFG

UNX_ITM_PROCESS_DNS_CFG
UNX_ITM_PROCESS_DXC_CFG
UNX_ITM_PROCESS_EAS_CFG
UNX_ITM_PROCESS_EES_CFG

UNX_ITM_PROCESS_EFS_CFG

UNX_ITM_PROCESS_EMD_CFG
UNX_ITM_PROCESS_EMM_CFG

UNX_ITM_PROCESS_EMS_CFG

UNX_ITM_PROCESS_EPM_CFG

UNX_ITM_PROCESS_GWS_CFG

UNX_ITM_PROCESS_KMN_CFG

UNX_ITM_PROCESS_NPS_CFG

Schedule G Annex A Version 14.0
Page 55 of 103

ITM Process Monitoring Configuration for
DGE Platform

ITM Process Monitoring Configuration for
DGI Platform

IBM Tivoli Monitoring: UNIX Process Monitor

- DNS Configuration

DXC process monitor configuration
Process monitor config for EAS
Process monitor config for EES

Process monitor config for EFS

Additional Tivoli ITM process monitoring
configuration

Process monitor config for EMM

Process monitor config for EMS

IBM Tivoli Monitoring: EPM Process
Monitoring Configuration

Unix ITM Process GWS Configuration

IBM Tivoli Monitoring: UNIX Process Monitor

- KMN Configuration (KSS)

IBM Tivoli Monitoring: UNIX Process Monitor

- NPS Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

UNX_ITM_PROCESS_NRS_CFG

UNX_ITM_PROCESS_PRS_CFG

UNX_ITM_PROCESS_RHL_CFG
UNX_ITM_PROCESS_SAP_CFG

UNX_ITM_PROCESS_SOL_CFG

UNX_ITM_UA_MONDEL

VDX_SVR_CONFIG

VPN_PIN_READER
VPX_SVR_CONFIG
VSD_SVR_CONFIG
VSH_SVR_CONFIG
WEB_APOP_SVC
WEB_CMN_APP_LINUX
WEB_CMN_HLTH_LINUX
WEB_DC_PREP_APP_LINUX

WEB_DVLA_Svc
WEB_EMULATOR_AEI

Schedule G Annex A Version 14.0

Page 56 of 103

UNIX ITM Process Monitor Configuration

UNIX ITM Process Monitor Configuration

Red Hat Linux process monitoring
configuration

SAP ITM Configuration

Solaris process monitoring configuration
ITM Universal Agent Monitor Deletion
VDX Server Configuration
VPN_PIN_READER

VPX Server Configuration

VSD Server Config

VSH Server Config

APOP Web Service Application

Common Web Service Applications Linux

Common Health Check Components Linux
Web DC Prep App - Linux

DVLA Web Service Application
AE! Web Emulator

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WEB_EMULATOR_DVLA_CTC
WEB_EMULATOR_DVLA_DL
WEB_EMULATOR_DVLA_VED
WEB_EMULATOR_FRAMEWORK

WEB_EMULATOR_PO_CACT
WEB_EMULATOR_POCA

WEB_GWS_FRAMEWORK
WEB_MGRM_SVG
WEB_MGRM_TEST
WEB_OLCT_SVC
WEB_TCOM_SVC
WEB_VPN_MODS

WIN_AD_ACCOUNT_CONFIG

WIN_AD_ACCOUNT_NT_MAESTRO_MIGONLY
WIN_AD_ACCOUNT_SERVICE_GROUP
WIN_AD_ACCOUNT_SVC_UNIX_CONFIG

WIN_AD_ACCOUNT_TEMPLATES_ CONFIG

Schedule G Annex A Version 14.0
Page 57 of 103

Emulator for DVLA Change Tax Class
Emulator for DVLA Duplicate Licence
Emulator for DVLA VED

Generic Web Emulator Framework

GWS Emulator for POLO
POCA Web Emulator

Generic Web Service Framework
MGRM Web Service Application
MGRM Web Service Test Components
Online Training Web Service

Web Telecom Service

Modifications for Ireland clone

WIN AD ACCOUNT Config

Win AD Accounts.

Windows AD Account Service Group

Win Ad Account Sve Unix Config

Win AD Account Templates Config

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
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WIN_AD_ACD_RES_PORTS

WIN_AD_DOMAIN_TRUST_AUTHENTICATION_LMHOSTS

WIN_AD_DOMAIN_TRUST_DOX_PLATFORM

WIN_AD_FSMO_CONFIG

WIN_AD_HORIZON_DOMAIN_TRUST

WIN_AD_NT_DOMAIN_TRUSTS_RECONFIG

WIN_AD_POLICY_ACD_CONFIG
WIN_AD_POLICY_AUDIT_WRKSTN
WIN_AD_POLICY_CONFIG
WIN_AD_POLICY_ENABLER
WIN_AD_POLICY_IKEY_LOGON
WIN_AD_POLICY_IKEYEXEMPT_SSN

WIN_AD_POLICY_KSN_CONFIG

WIN_AD_POLICY_LOGON

WIN_AD_POLICY_PCI

Schedule G Annex A Version 14.0
Page 58 of 103

Script to reserve ports in registry on ACD
platform

Windows Domain Trust

Windows AD Domain Trust DOX Platform
WIN AD FSMO Config

Win AD Horizon Domain Trust

Windows AD-NT Domain Trusts Reconfig
Win AD Policy

Win AD Policy for Audit Workstation
Windows AD Policy Config

Windows AD Policy Enabler

Win AD Policy ikKey Logon

WIN AD Policy IKEYEXEMPT SSN

Win AD Policy for KSN Config

Windows Active Directory Group Policy
Logon Script

Windows Active Directory Group Policy PCI
Security and Auditing

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_AD_POLICY_PODG_SUDOER_CONFIG

WIN_AD_POLICY_SERVERS

WIN_AD_POLICY_SMC_SUDOER_CONFIG

WIN_AD_POLICY_WORKSTATION
WIN_AD_ROLES_CONFIG

WIN_AD_SEC_CERT_TEMPLATES
WIN_AD_SITE_CONFIG

WIN_AD_SUB_CA_CONFIG
WIN_AD_TERMINAL_SVC_GROUP
WIN_AD_TERMINAL_SVC_LIC_CONFIG

WIN_BSW_PR_EMC_CFG
WIN_CLONE_SCRIPTS
WIN_DC_ACD_REBUILD

WIN_DC_AD_BUILD
WIN_DC_AD_BUILD_AUTO

WIN_DC_DNS_BUILD_CONFIG
WIN_DEPLOY_CONFIG

Schedule G Annex A Version 14.0

Page 59 of 103

Request for PODG SUDOER AD policy
Windows AD Policy Servers

SMC SUDOER Security GPO config
Win AD Policy Workstation

Windows Active Directory Roles Config

Windows Security

WIN AD SITE Config

Windows AD SUB CA Config

WIN AD Terminal SVC Group
Windows AD Terminal SVC LIC Config

Production only - EMC.cfg file
W2003 Clone Management Scripts
Windows DC ACD Rebuild

Windows 2003 Active Directory Build
Configuration

WIN_DC_AD_BUILD_AUTO

Windows 2003 DNS Build Configuration

Windows Deploy Scripts

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_DOMAIN_TRUST_REMOVAL
WIN_EDS_AUDITPOINT
WIN_EDS_EAPSCHEMA
WIN_EDS_EMALERT

WIN_EDS_EMDBBRLINK

WIN_EDS_EMREPDB

WIN_EDS_EMREPINSTANCE

WIN_EDS_ERP_CFG
WIN_EDS_EXCPTNAGENT

WIN_EDS_EXCPTNAGENT_CFG

WIN_EDS_EXCPTNAGENT_CFG_MANCFG
WIN_EDS_EXCPTNMON_CFG
WIN_EDS_EXCPTNMON_ORA

WIN_EDS_EXCPTNMON_WKS
WIN_EDS_HBSCHEMA
WIN_EDS_MEMORY

Schedule G Annex A Version 14.0

Page 60 of 103

Windows Domain Trust

Event Audit Processing

Oracle Schema Update for EAP_ADMIN
OEM alerting to Windows event log

EDS Interface Tables for Branch Router
RCF Targeting

OEM 10.2.0.4 database instance emrep
configuration

Windows EDS EMREP Instance

EDS manual configuration for access from
the reporter database

Windows EDS Database Exception Agent

EDS Unhandled Exception Writer

Exception Agent configuration of credential
files

App Monitor User schema creation
APEX Oracle Support Package

APEX Workspace and User creation
Heartbeat and statistical monitoring

WIN_EDS_MEMORY

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_EDS_ODBCS

WIN_EDS_OEM11G_POSTCONFIG

WIN_EDS_OEM11G_PRECONFIG.
WIN_EDS_OEMLSTNRMON

WIN_EDS_OEMMONUSER

WIN_EDS_OESPOSTCONFIG_DB

WIN_EDS_OESPRECONFIG_DB

WIN_EDS_OESPRECONFIG_MAN
WIN_EDS_OMDBAUDIT

WIN_EDS_OMDBMIGRATION_MANUAL

WIN_EDS_OMDBSCHEMA

WIN_EDS_OMDBUSERS

Schedule G Annex A Version 14.0
Page 61 of 103

EDS ODBC Data Source

Postconfiguration of EMREP database for
OEM 11g Upgrade

Preconfiguration of EMREP database for
OEM 11g Upgrade

OEM Listener Monitor

OEM Listener Monitor user creation

EDS database update required after
installing patch WIN_OES_OMSSW, and
before patch WIN_OES_OMSSWPATCH,
on the OES

EDS database update required prior to
installing product WIN_OES_OMSSW on
the OES

Manual configuration steps required in OEM
prior to the OES platform build

Audit triggers for OMDB to EDS Migration

Manual migration steps for OMDB to EDS
Migration

Schema object creation for OMDB to EDS
Migration

User and schema creation for OMDB to
EDS Migration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_EDS_OMDBWEB

WIN_EDS_OMSDISABLE
WIN_EDS_POMSSCHEMA

WIN_EDS_QOSCONFIG_DATA
WIN_EDS_QOSENGINE
WIN_EDS_QOSPARTMGMT
WIN_EDS_QOSSCHEMA
WIN_EDS_QOSTRIGGERS
WIN_EDS_ QOSWEB
WIN_EDS_QOSWEBWS

WIN_ERP_EDS_CFG
WIN_ERP_MEMORY

WIN_ERP_REP_HOUSEKEEPER

WIN_ERP_REPSCHEMA

WIN_ERP_TEMREPCONFIG

Schedule G Annex A Version 14.0

Page 62 of 103

Web packaged procedures for OMDB to
EDS Migration

Disabling of the OMS service on the EDS
once the OES platform is fully operational
and all OEM agents are reporting to it

EDS Schema for POMS

WIN EDS QoS Configuration Data
WIN EDS QoS Engine

WIN EDS QoS Part Management
WIN EDS QoS Schema

WIN EDS QoS Triggers
Network QoS Workspace
Network QoS Workspace

ERP manual configuration to access the
EDS and OMDB databases.

WIN_ERP_MEMORY
ERP Reporter Housekeeping

Oracle Schema Update for REPORTER

Configuration of Netcool/Reporter for TEM
access

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_ERP_TEMREPORTS

WIN_EST_PAGEFILE_SIZE
WIN_EUI_MEMORY

WIN_GETLOGS

WIN_HST_FILE_UPDATE_CONFIG

WIN_INTEGRATION_POST_BUILD

WIN_ISSCRIPT_ENGINE

WIN_ITM_DB2AGENTBASE_CFG

WIN_ITM_DWHBASE_CFG

WIN_ITM_LOGHOUSEKEEP

WIN_ITM_NCO_PROBE_RESTART

WIN_ITM_ODBCINST

WIN_ITM_PROCESS

WIN_ITM_PROCESS_CFG
WIN_ITM_SITCFG

Schedule G Annex A Version 14.0

Page 63 of 103

Example reports using Netcool/Reporter
against TEM data

change the pagefile settings on the EST
WIN_EUL MEMORY

Get Logs (Collects package install and event
viewer logs)

Windows Hosts File Update Config

Windows Post Build Scripts
Windows IS Script Engine

Windows ITM DB2 Agent Base
Configuration

IBM Tivoli Monitoring Datawarehouse
Configuration

IBM Tivoli Monitoring: Windows Log
Housekeeping

Product to restart NCO log probe once a day
EDS Heartbeat installation

IBM Tivoli Monitoring: Windows Service
Monitor

Windows ITM Service Monitor Configuration

ITM Situations Configuration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_ITM_TEPS_BMX
WiN_iTM_TEPS CFG

WIN_ITM_TEPS_NETCOOL

WIN_ITM_TEPS_NRSRADIUS.

WIN_ITM_TEPS_PRSRADIUS
WIN_ITM_TEPS_TWs.

WIN_ITM_TEPSAD_CFG

WIN_ITM_TEPSDM_CFG

WIN_JOIN_TO_DOMAIN_BUILD_CONFIG

WIN_JOIN_TO_DOMAIN_BUILD_SSN

WIN_LOCAL_PLATFORM_ACCOUNT_RSG

WIN_MAN_FOUNDATION_CONFIG

WIN_MSS_PAGEFILE_SIZE
WIN_NBU_CLIENT
WIN_NCO_NETINFBASE

Schedule G Annex A Version 14.0
Page 64 of 103

WIN ITM BMX TEPS Support
ITM6 TEPS CONFIGURATION

WIN ITM TEPS Support for Netcool agent

NRS RADIUS AUTH Log Monitoring Agent

TEPS component

PRS RADIUS AUTH Log Monitoring Agent

TEPS component
WIN ITM TEPS Support for TWS agent

IBM Tivoli Monitoring TEPS AD
Configuration

IBM Tivoli Monitoring for Databases
Configuration

Windows Join To Domain Configuration
Windows Join To Domain Build for SSN
Win Local Platform Account

Windows Manual Foundation Config

WIN MSS Change Pagefile Size
'W2003 NetBackup Client
Windows NCO Net Interface Base

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_NCO_PROBE_RESTART
WIN_NCO_PROBEVPN_CFG
WIN_NCO_PROBEWIN_CFG

WIN_NCO_PROBEWIN_MON
WIN_NPC_NIC_CONFIG

WIN_NPC_TERM_SERV_CONFIG

WIN_OEM_HTTPCONFIG
WIN_OES_OMSCONFIG

WIN_OES_OMSSWPATCH
WIN_OES_PAGEFILE_SIZE

WIN_ORA_DBAUSERCOMFIG.

WIN_ORA_REMOTETNSNAMES
WIN_PLAT_PERM

WIN_PLATFORM_SECURITY_FOLDERS.

WIN_PLATFORM_SECURITY_REMOVE_MAEARC_SHARE

Schedule G Annex A Version 14.0
Page 65 of 103

Netcool Probe fix product
for ERP, EDS, EUI Windows platforms

Probe configuration
Design Part WIN_NCO_PROBEWIN_CFG.A
Windows Netcool Probe Monitor

Windows NPC NIC Configuration

Windows NPC Terminal Server
Configuration

Oracle Enterprise Manager HTTP
Configuration

Creation of OMS after software installed
Installation of OMS software patch 10.2.0.4
Change Pagefile Size

Oracle DBA User Configuration

Windows EDS Remote TNS Names Merge
Script

Windows Platform Permissions

WIN Platform Security Folders.

Windows Platform Security

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_PLATFORM_SECURITY_SHARES

WIN_PLATFORM_SECURITY_USERS_PERMS

WIN_REBOOT
WIN_SENTRY_VDX
WIN_SENTRY_VPX
WIN_SMG_BACKUP

WIN_SMG_HOUSEKEEP.

WIN_SMG_INSTSUPPLIB
WIN_SMG_REBOOT
WIN_SMG_REBOOT2
WIN_SNMP_CONFIG

WIN_SSN_LOCAL_GROUP_ADD
WIN_SSN_RDP_SSL_CONFIG
WIN_SSN_SECURITY_CONFIG

WIN_SSN_SUB_CA_WEBSITE_CONFIG
WIN_TEM_AIRGAP

WIN_TEM_AIRGAP_INSTALL

Schedule G Annex A Version 14.0
Page 66 of 103

WIN Platform Security Shares
Windows Platform Security
Windows Reboot

Windows Sentry VDX
Windows Sentry VPX
SYSMAN Windows Backup

Generic Windows housekeeping script for
SYSMAN Windows Platforms

Windows SMG Install Support Library
Windows SMG Reboot
SMG Support Tool - Windows Reboot

Installs/configs the SNMP service
WIN SSN Local Group Add
Windows SSN RDP SSL Config
Win SSN Security Config

Windows SSN SUB CA Website Config
IBM TEM Airgap Tool and Response File

Installation Instructions for TEM Airgap File

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

WIN_TEM_AIRGAP_UPDATE
WIN_TEM_ANALYSIS_INGENICO
WIN_TEM_CATCHUPMON

WIN_TEM_CLIENT_HELPER

WIN_TEM_CONFIG

WIN_TEM_DIAGHOUSEKEEP_CONFIG.
WIN_TEM_HSDTASKS

WIN_TEM_INGENICOTASKS
WIN_TEM_ISDNSETTINGS

WIN_TEM_MASTER_ACTIONSITE.
WIN_TEM_MSSTASKS

WIN_TEM_PAGEFILE_SIZE

WIN_TEM_PROPERTYMAPPER
WIN_TEM_RDPACKAGE

WIN_TEM_RIGHTCLICK
WIN_TEM_SERVERUTILS

Schedule G Annex A Version 14.0
Page 67 of 103

IBM TEM Airgap Response File
TEM Analysis for PIN Pad Configuration
Monitoring process for counter catchup

Client Helper for Tivoli Endpoint Manager

Tivoli Endpoint Management (TEM)
Configuration

Configuration of housekeeping for counter
diagnostics

HSD TEM Support Tasks
Automated Tasks for Ingenico Management
Relay settings for ISDN counters

WIN TEM configuration for Master Actionsite
MSS TEM Support Tasks

Pagefile modification to TEM platform
Property Mapper Utility for TEM

WIN TEM Reference Data Packaging

IBM TEM SUpporting Files for Console
Right Click

IBM TEM Server Utilities

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

FUJ00234786
FUJ00234786

WIN_TEM_SMCTASKS
WIN_TEM_SQLBACKUP.

WIN_TEM_SQLSECURITY

WIN_TEM_SQLUSERCONFIG
WIN_TEM_SQLVIEWS
WIN_TEM_SSCTASKS
WIN_TEM_SWPACKAGE

WIN_TEM_SYSMANTABLES

WIN_TEM_SYSMANTASKS

WIN_TEM_SYSMANTASKS_POSTPROCESS
WIN_TEM_UPLOADPROCESSOR

WIN_TIME_AD_CLIENT_CONFIG

WIN_TIME_AD_SERVER_CONFIG

WIN_TIME_BPL_SERVER_CONFIG

WIN_TMS_CONFIG

Schedule G Annex A Version 14.0

Page 68 of 103

SMC TEM Support Tasks
IBM TEM SQL Server Backup Scripts.

IBM TEM SQL Server Security Configuration

IBM TEM SQL Server User and Group
Configuration

TEM reporting views for Netcool/Reporter
WIN TEM configuration for SSC Tasks
WIN TEM Release Note Packaging

Tables for TEM sotware and reference data
delivery tasks

IBM TEM Fixlets for the SYSMANTasks Site

Manual Post Installation Instructions for
WIN_TEM_SYSMANTASKS

File processor for onward delivery

Windows Active Directory NTP Client

Windows 2003 Active Directory Server NTP
Client

Bootplatform Time Synch Config

Microsoft Windows 2003 Terminal Server
Service Config

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software
CONFIDENTIAL

WIN_TMS_LICENSE_CONFIG.
WINDOWS_DISK_PARTITION_ARC.
WINDOWS_DISK_PARTITION_BPL

WINDOWS_DISK_PARTITION_DCM

WINDOWS_DISK_PARTITION_EDS_CONFIG

WINDOWS_DISK_PARTITION_EST

WINDOWS_DISK_PARTITION_GENERIC

WINDOWS_DISK_PARTITION_SSC
WINDOWS_DISK_PARTITION_TEM

WINXP_TIME_AD_CLIENT_CONFIG

Auto PVB cutter

BAL Amalgamation DB

Schedule G Annex A Version 14.0
Page 69 of 103

Microsoft Windows 2003 Terminal Server
Licensing Service Config

Windows Disk Partition ARC
WINDOWS DISK PARTITION BPL
Windows Disk Partition DCM
Windows Disk Partition EDS Config
WINDOWS DISK PARTITION EST.
Windows Disk Partition Generic
Windows Disk Partition SSC
Windows Disk Partition TEM

Windows XP Time AD Client Config

Tool written by integration to automatically

cut PVBs for certain teams -

reducing the time and training required to

use dimensions.
Used by Integration

Compiles 20 BAL log files into a searchable

database.
Used by SSC

Includes SQL Server 2005 enterprise, rsync,

bash scripts

Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software
Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

BCMS

Branch Access Times

CAPMAN

Counter automation

HNGX_Snapshot

HORIce

HRDP (RDP) (includes HRDPGenerator & HRDP_Run)

Schedule G Annex A Version 14.0
Page 70 of 103

Corporate webpage to check and update
Branch details.

Used by OBC,SSC and Test.

Includes Apache Tomcat 5, Java

Stand alone executable tool that allows
keying of the opening hours when a branch
would accept an engineer visit into TfS
incidents.

Used by HSD (transferred to D1).

Capacity management ‘closed’ reporting
website.
Used by SSC

Automate the running standard test scripts
‘on the counter software.
Used by SSC (RDT), Test

Produces snapshot of Reference Data for
Comparison tools.
Used by SSC

Corporate monitoring and ‘closed’ query
service.

Used by SSC, SMC, ISD, Service
Management.

Includes Apache Tomcat 6, Java 6, SQL
Server 2005, Jquery

Produces Type X data for input to RDMC.
Used by SSC

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

FUJ00234786
FUJ00234786
CONFIDENTIAL

ISD Knowledge Website (Zanzibar)

MessageBroadcastPrep

MessageSubmission

Modified SCM-TOOLS

OBC Database

Peak

Peak command line tooling

Schedule G Annex A Version 14.0
Page 71 of 103

Knowledge base and opperational support
information
Used by ISD

Used to prepare MBS.
Used by SSC, SMC.

Application on RDMC workstation to send
MBS data to offices.
Used by SSC.

Versions of the SCM-TOOLS from SCM that
have been modified to fit into the Integration
toolset.

Used by Integration.

OBC Access database, reads emailed
requests from POL, transfer data to BCMS.
Used by OBC

Incident/Problem/Release toolset.

Used by 2nd, 3rd and 4th line support
teams, reconcilation, test, integration,
release management, service management,
audit, ISD

Includes Java 4.2 EE, JRUN4, SQLServer
2000, Oracle Client, HDI, QC Interface.

Client side scripts to carry out automated
updates to Peak incidents.
Used by Integration

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Configuration software

Fujitsu Business Change Management

Toolset

Fujitsu Incident/Problem/Release
Toolset

Fujitsu Incident/Problem/Release
Toolset

FUJ00234786
FUJ00234786
CONFIDENTIAL

FUJ00234786
FUJ00234786

Peak Handler

PPPT

Product Tags system

PVCS Tooling

QC to Peak Interface

RDMC Reports

RDORF Calculator

Schedule G Annex A Version 14.0
Page 72 of 103

Tool written by integration to automatically
hand off peak calls to other teams

and assign relevant data to that peak.
Used by Integration

PinPadPreparationTool - processes PinPad
database from POL for sending to counters.
Used by SSC.

Tags database (Excel) manipulated by
Integration scripted tooling (Unix AND
Windows)

to automatically generate tags, cut them into
a PVB and then process them into a DPVB
for release to test.

Used by Integration

web site, server-side and client-side tooling
for PVCS
Used by Integration, Change Management

Custom database to manage transfer of
defect to Peak for incident/problem/release
management.

Used by Test, SSC

Produces report data from Type A data
loaded into RDMC.
Used by SSC.

Produces monthly stats for POL
Used by SSC

Fujitsu Incident/Problem/Release
Toolset

Fujitsu Pin Pad Management toolset

Fujitsu Configuration software

Change, Document and Configuration
Management Toolset

Fujitsu Incident/Problem/Release
Toolset

Reporting Toolset

Reporting Toolset
FUJ00234786
FUJ00234786

CONFIDENTIAL

Used to generate daily AP reports.
RDT AP_Data Used by SSC. Reporting Toolset

This application is used to send e-mail
messages automatically.
RDT Auto e-mailer Used by SSC. Messaging Toolset

Used to prepare and analyse Reference
Data from Counters - used to supply POL
with data as required by CS/PRD/058.
RDT ComparisonTool Used by SSC. Reporting Toolset

Task and systems monitoring by
presentation of messages.

RDT Messages system Used by SSC. Monitoring Toolset
Used to replay RDMC workstation actions
on test rigs Fujitsu Incident/Problem/Release

RDT Replay Used by SSC. Toolset

A number of spreadsheets used to provide
POL with daily and monthly stats on
changes.
RDT reporting Used by SSC Reporting Toolset

Used to monitor schedules on RDT Live
platforms and test systems controlled by
RDT.
RDT_Schedmon Used by SSC. Scheduling Toolset

Runs a set of schedule applications on data
arriving from Live system to RDT systems.
RDT_Schedule Used by SSC. Reporting Toolset

Schedule G Annex A Version 14.0
Page 73 of 103
CONFIDENTIAL

Release Man DB

RigRunner

SCM Command Line Tooling

SCM Server-side tooling

SMCWEB (old custom Oracle web pages)

SSC Web Monitor

SSC WebSite

Schedule G Annex A Version 14.0
Page 74 of 103

Access database to collate release data
from Dimensions, Peak, Tivoli to perform
reportrs and catchup checks

Release management

Runs scheduled jobs on test rigs.
Used by SSC, Test

Client side scripts used to carry out SCM
procedures.

Used by Change Management, Integration,
Release Management.

Software that keeps the Dimensions
database up to date internally and with
regard to PEAK. Plus housekeeping.
Used by Change management

Bespoke website to query Tivoli database.
SMC, SSC, OBC.

Monitors transaction failure rates from BRSS
and BMX. Used mas the source for HORIce
monitors.

Used by SSC

Includes Apache Tomcat 6, Java 6, SQL
Server 2005

KELs, Document search, WI, SI, MI, Events,
Rotas and Calendar.

Used by SSC, SMC, Development, ISD,
Test, Release Management, Audit

Includes Apache Tomcat 5, Java 5,
SQLServer 2005, Lucene.

Reporting Toolset

Scheduling Toolset

Fujitsu
Incident/Problem/Release/Change
Toolset

Change Management Toolset

Reporting and Monitoring Toolset

Monitoring Toolset

Fujitsu Management Toolset

FUJ00234786
FUJ00234786
CONFIDENTIAL

TDCT

User Access Database

Various Emulators ETU ,DCS, DVLA, NWB, Track and Trace

XCC

Yellowman

WEB_EMULATOR_SUPPORT_LIBS

WEB_GWS_SUPPORT_LIBS
‘APOP_SP_WKS_CONFIG
SSC_SEARCH_CONFIG

Schedule G Annex A Version 14.0
Page 75 of 103

Token Data Capture Tool used by POL to
capture AP tokens.
Used by SSC.

Access database detailing all POA users
and what access they have to the systems,
e.g. Peak, Live etc.

Used by Security

Test emulators such that services can be
tested without live connectivity.

SLT calculations for Engineering, Availability
and Core SLTs.

Used by HSD.

Includes Apache Tomcat 6, Java, Oracle
Client, SQL Server 2005

Automated reference data loader, includes
integrity checks for incoming reference data
changes.

Used by SSC.

Generic Web Emulator Supporting Libraries

Generic Web Service Framework 3rd Party
Support Libraries

APOP support workstation
SSC Search

Fujitsu IncidentProblem Toolset

User Management Toolset

Test Toolset

Time Management Toolset

Test Toolset

Test Toolset

Test Toolset
Fujitsu Configuration software

Fujitsu Monitoring

FUJ00234786
FUJ00234786
CONFIDENTIAL

Annex B

Specified Third Party Software

FUJ00234786

FUJ00234786

ACTIVE_STATE

ACTIVE_STATE

ACTIVE_STATE
ADOBE
ADOBE

APACHE
APACHE
APACHE
APACHE

APACHE

APACHE

APACHE

APACHE

APACHE

BPL_ACTIVEPERL_V5_8

WIN_SMG_ACTIVEPERL

WIN_SMG_ACTIVEPERL
WIN_ADOBE_FPP

WIN_SMG_ADOBEFP10
APACHE_TOMCAT_RUNTIME_V6_0_14
APACHE_TOMCAT_RUNTIME_V6_0_29
BPL_TOMCAT_BASE_CONFIG
JDK_V5_JARS_LOG4J_CONFIG

MA_TRANSFER_SUPPORT_LIBS

WEB_EMULATOR_SUPPORT_LIBS

WEB_GWS_SUPPORT_LIBS

Chainsaw

Subversion 1.3

Schedule G Annex B Version 14.0

Page 76 of 103

BPL Active Perl v5.8.8

Windows SMG Active Perl v5.8.8
Config

Windows SMG Active Perl v5.8.8
Config

Adobe Flash Player Plugin 14

Adobe Flash Player 10

Apache Tomcat Server

Apache Tomcat Installation Executable
BPL Tomcat Base Config

JDK 5 jars - Log4j

Java library files for the MA FT

Generic Web Emulator Supporting
Libraries

Generic Web Service Framework 3rd
Party Support Libraries

Viewer to read log files created by the
standard Log4J.
Used by SSC, Development

Source control server for windows.
Used by SSC

Developer Toolset

Developer Toolset

Activestate Perl
Adobe Application Interface for browser

Adobe Software
Webserver
Webserver
Webserver
Webserver Libraries

Webserver Libraries

Webserver Libraries

Webserver Libraries

Log file viewer

Software Version Control System
CONFIDENTIAL

FUJ00234786
FUJ00234786

APACHE
BITVISE
BLADESDEV

BT

BT

BUGOOSOFT
CARLO_GAVAZZI_COMPUTI
NG
CATALYST_DEVELOPMENT
CISCO

CISCO

CISCO
cisco
CITRIX
CITRIX

CODEHAUS
CPAN

RHL_ANT_CONFIG
BPL_SSH_SERVER

SSN_C_DRIVE_CONFIG

BT Openreach Portal

KBD

FileSafe

SOL_CON_AURORA_CONFIG

CAT_SOCK_REDIST_CONF

CISCO_SECURITY_MANAGER_CLIENT

CISCO_SECURITY_MGR

CISCOWORKS_LMS
clsco_SW_FW_76
WIN_PV_DRIVERS
WIN_PV_DRIVERS_MAN

WEB_GWS_SUPPORT_LIBS
CACTI

Schedule G Annex B Version 14.0

Page 77 of 103

‘Apache Ant v1.6.5 Config
BPL BitVise SSH Server
Configure SSN C drive

BT fault logging system used for ISDN.
lines.
Used by HSD.

Knowledge based diagnosics - for
checking ADSL lines.
Used by HSD

Encryption software. Used by Security

Aurora Control Tower Software

Catalyst SocketTools Secure Visual
Edition v5.0 Redist Config

NFM platform Cisco Security Manager
v3.2.2 Client software

Cisco Security Manager

NCW Server

Cisco 300 Switch firmware
Windows PV Drivers
Windows PV Drivers Manual

Generic Web Service Framework 3rd
Party Support Libraries

Network monitoring server

‘Apache Configuration software
Remote Access Secure Shell Server

Configurtation Tool

Logging System

ADSL checking tool

Encryption tool

Console Management System

.Net & Active X Software Libraries

Tool to manage Security across Cisco
Devices

Tool to manage Security across Cisco
Devices

Tool to administer, configure and
monitor Cisco Devices

CISCO toolset
Virtualised Solution Drivers

Virtualised Solution Drivers

Java Librarires

Network Management Tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

CYGWIN

CYGWIN

EGENERA

EGENERA

EGENERA

EGENERA

EGENERA

EMC

EMC

EMC

EMC

EMC

EMC

EMC

CYGWIN_CONFIG

CYGWIN_X

BF_CONFIG_SCRIPTS

PR_BLADEFRAME_CONFIG

RHEL45_BOOT_IMAGES

RHEL_EGEN_DRIVER

WIN_EGEN_DRIVER

CLARIION_DISK_LIBRARY_CONSOLE

EMC_CENTERA_MGMT_TOOLS_V2_4 CONFIG

EMC_CENTERA_MGT_IN
EMC_NAVISPHERE_CONFIG

EMC_POWERPATH_WIN_CONFIG.

CLARIION_DISK_LIBRARY_CONSOLE_CLEANUP

EMC_CENTERA_MGMT_TOOLS_V2_4_CONFIG

Schedule G Annex B Version 14.0

Page 78 of 103

CYGWIN Config

Cygwin X-Windows Server

Bladeframe Config Scripts

PR BladeFrame Config

RHEL 4.5 Boot Images

Egenera Drivers for pblade based
Redhat servers

Egenera drivers for pblade based
W2003 servers

CLARIION Disk Library Console

EMC Centera Management Tools v2.4
Configuration

EMC Centera Management Tools
Install

EMC Navisphere Agent Config

EMC PowerPath Windows Config

Remove all versions of EMC CLARIION
disk library software

EMC Centera Management Tools v2.4
Configuration

Allows a Linux Operating System
Environment for Windows

Allows a Linux Operating System
Environment for Windows

Configuration for Stateless Servers
(Blades)

Configuration for Stateless Servers
(Blades)

Configuration for Stateless Servers
(Blades)

EGENERA drivers

EGENERA drivers

Storage Array Tools and Library

Storage Array Tools and Library

Storage Array Tools and Library
Storage Array Tools and Library

Storage Array Tools and Library

EMC Software Library

EMC Management Tools
CONFIDENTIAL

FUJ00234786

FUJ00234786

EMC
EMC
EMC
EMC

EMC

Emerson Network Power

EMULEX

EMULEX

EMULEX
ESET
ESET
ESET
ESET
ESET
ESET

ESET UK
FAD_INFO.

EMC_NAVISPHERE_RHL_CONFIG
EMC_NAVISPHERE_SOL_CONFIG
EMC_POWERPATH_RHL_CONFIG
EMC_POWERPATH_WIN_UNINSTALL.

EMC_SENABLER_SOL_CONFIG.

Aperture Vista

WIN_EMULEX_HB_ANYWHERE_2_1

WIN_HBA_DRV_FIRMWARE_UPD_CONFIG

RHEL4_5_EMULEX_HBANYWARE
NT_ESET_AVBE
RHL_ESET_FSU
WIN_ESET_EAV
WIN ESET FSW
WIN_ESET_RAC
WIN_ESET_RAS

WIN_ESET_RAS_CFG
SMILEY_FAD_CONFIG

Schedule G Annex B Version 14.0

Page 79 of 103

EMC Navisphere RedHat Linux Config
EMC Navisphere Solaris Agent Config
EMC PowerPath RHL Config
Windows Powerpath uninstall utility

EMC Solutions Enabler for Solaris

Planning and management of physical
data centres

EMULEX HB ANYWHERE

Delivers updated firmware and drivers
for HBAs - installs HBAnyware

Emulex Firmware Update with
HBAnyware

ESET Antivirus Business Edition

ESET File Security for UNIX

ESET Endpoint Antivirus Windows
ESET File Security for Windows Server
ESET Remote Administration Console
ESET Remote Administration Server

ESET Remote Administration Server
Configuration

Smiley FAD info

EMC Configuration Tools
EMC Configuration Tools
EMC Configuration Tools
EMC Configuration Tools

EMC Configuration Tools
Tracks the customer hardware in data
centre racks. Shared across all our

hosting customers and is used as part of
the POA Service Management Service.

Storage Array Tools and Library

Storage Array Tools and Library

Emulex BUS adapter software

Anti virus toolset for Windowsand Linux
Anti virus toolset for Windowsand Linux
Anti virus toolset for Windowsand Linux:
Anti virus toolset for Windowsand Linux
Anti virus toolset for Windowsand Linux

Anti virus toolset for Windowsand Linux:

ESET COTS software

Information about Post Office counters.
CONFIDENTIAL

FUJ00234786
FUJ00234786

FILEZILLA

FSC

FSC

FUJITSU

FUJITSU

FUJITSU

FUJITSU SIEMENS

FUJITSU SIEMENS

FUJITSU SIEMENS

FUJITSU SIEMENS
FUJITSU SIEMENS
FUJITSU SIEMENS

FUJITSU SIEMENS

WIN_FILEZILLA_INSTALL

PR_BLADEFRAME_CONFIG

SV_SNMP_AGENTS_WIN_CONFIG

Crisp

HDI

Wincast SMS

RHL_INTER_APPSRV_ENT

FJ_SERVERSTART_V6705_CONFIG

KVM_S3_CLIENT

PR_BLADEFRAME_CONFIG
FJS_MIBS
RHL_TPM_SOAPCLIENT

SERVERVIEW_RHL_CONFIG.

Schedule G Annex B Version 14.0

Page 80 of 103

Filezilla server and Client

PR BladeFrame Config

Serverview SNMP Agents

Helpdesk to monitor updates on the
hardware call logged.
Used by SMC.

Help Desk Interface (was called OT),
standard help desk communication
protocol.

Used between Peak and TfS and
between TfS and D1.

‘To send out a SMS to a predefined
group of POA numbers.
Used by SMC

Interstage Application Server
Enterprise - Linux

Fujitsu Siemens Primergy ServerStart
CD1 Version 6.705 Config

Fujitsu Siemens KVM S3 Client
software (Windows)

PR BladeFrame Config
Vendor Enterprise MIBs

TPM SOAP Client

ServerView RHL Configuration

File transfer solution

Storage Array Tools and Library

Detector and resolver of Server
hardware issues

Fujitsu Helpdesk Tool

Fujitsu tool to connect Helpdesks

Fujitsu tool for Alerting

Fujitsu Product

Configuration Tool for Fujitsu Servers

Virtual Machine Software

Configuration for Stateless Servers
(Blades)

Fujitsu Product
Fujitsu Product

Fujitsu Product
CONFIDENTIAL

FUJ00234786

FUJ00234786

FUJITSU SIEMENS
GNU

GNU
GPG4WIN.ORG.
HELIOS

HELIOS

HEWLETT PACKARD

HEWLETT PACKARD
HEWLETT PACKARD
HEWLETT PACKARD

HEWLETT PACKARD

HEWLETT_PACKARD

HEWLETT_PACKARD
HEWLETT_PACKARD

HEWLETT_PACKARD

IBM

SERVERVIEW_SOL_CONFIG
GPG_4 WIN

NET_CAT

GPG4WIN
HELIOS_TEXTPAD_V5_03_CONFIG

HELIOS_TEXTPAD_V5_03_CONFIG

Quality Centre (QC)

WinRunner
RHL_ITM_ATALLA_BASE
RHL_ITM_ATALLA_CFG
WIN_ERP_APSCHEMA

HP_HSM_REMOTE_MNGT_UTILITY_V1_4_CONFI
G

HP_SCA_USB_DRIVERS_V4_CONFIG
HSM_SYSTEM_SOFTWARE_CONFIG_DELIVERY

OPENVIEW_NNM

IBM_JAVA2_SDK_AMD64_1_4_2_13_CONFIG

Schedule G Annex B Version 14.0

Page 81 of 103

ServerView Solaris Configuration
Open source GNU PGP
NetCat TCP/UDP listener

File and email encryption software.
Used by Test.

Helios Textpad Version 5.03 Config

Helios Textpad Version 5.03 Config

Defect and Test plan manager.
Used by Test

Automated functional GUI testing tool.

Used by Test.
Atalla Monitoring Base installation
Atalla Monitoring configuration

Alarm Point Schema for the ERP

HSM Remote Management Utility -
SCA Client

SCA USB Drivers
HSM System Software Configuration

Openview Network Node Manager

IBM Java2 SDK AMD64 1.4.2-13
Config

Fujitsu Product

Toolset for encrypting data
Network Monitoring Toolset
Toolset for encrypting data
Text Editor

Script documenting toolset

Test Management toolset

Test Management toolset
Cryptography toolset
Cryptography toolset

Information Management toolset

Management of Cryptography

Drivers for a HP SCSI Disk to be able to
use USB

Management of Cryptography

Network Management Tool

Java Librarires
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM

IBM

IBM

IBM

IBM

IBM
IBM

IBM

IBM

IBM

IBM

IBM
IBM

IBM

IBM

MAESTRO_NT_GUI

MAESTRO_RDT_MASTER_SOLARIS_INSTALL

RHL_ITM_AGENT

RHL_ITM_AGENT623

RHL_ITM_AGENTUPGRADE

RHL_ITM_OSAGENTBASE

RHL_ITM_TEMSBASE

RHL_ITM_TEMSDM

RHL_!TM_TEMSUPGRADE

RHL_ITM_TEMSUPGRADE623

RHL_ITM_UNIAGENTBASE

RHL_NCO_LICSVRBASE
RHL_NCO_OMNIBASE

RHL_NCO_OMNIBASE730

RHL_NCO_OMNIBUS

Schedule G Annex B Version 14.0

Page 82 of 103

Maestro GUI for NT

Maestro Scheduler for Solaris Master
Install

IBM Tivoli Monitoring version 6.2.3
FP0001 Linux Agents

IBM Tivoli Monitoring version 6.2.3
Agents RHL

RHL ITM 6.2.1 FP02 OS and UA agent
upgrade product

BM Tivoli Monitoring OS Agent Base
IBM Tivoli Monitoring TEMS Base

ITM Database Monitoring TEMS.
Update

ITM 6.2.1 FP02 TEMS upgrade
product

BM Tivoli Monitoring version 6.2.3
TEMS

BM Tivoli Monitoring Universal Agent
Base

Redhat Enterprise Linux NCO Licence
Server Base

Netcool Omnibus Base

IBM Tivoli Netcool OMNibus 7.3.0
Linux

IBM Tivoli Netcool OMNIbus 7.3.1
FP0004 Linux

Job Scheduler

Job Scheduler

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM

IBM

IBM
IBM

IBM
IBM

IBM
IBM

IBM

IBM

IBM
IBM

IBM

IBM

IBM

RHL_NCO_OMNIPATCH

RHL_NCO_OMNIPATCH730

RHL_NCO_ORAGATE730
RHL_NCO_PROBEBMC

RHL_NCO_PROBEEIF730
RHL_NCO_PROBEGLF

RHL_NCO_PROBEGLF730
RHL_NCO_PROBESNMP

RHL_NCO_PROBESNMP730

RHL_NCO_PROBESYSLOG

RHL_NCO_PROBESYSLOG730

RHL_NCO_PROBETECAD

RHL_NCO_RAD

RHL_NCO_RADPATCH

RHL_NCO_REPGATE

Schedule G Annex B Version 14.0

Page 83 of 103

Linux Netcool Omnibus Fixpack 4

IBM Tivoli Netcool OMNibus 7.3.0.
Linux FP0008

IBM Tivoli Netcool OMNibus Oracle
Gateway 5.0 Linux

Netcool Omnibus BMC Probe

IBM Tivoli Netcool OMNibus TEC EIF
Probe 11.0 Linux

IBM Netcool Linux GLF Probe

BM Tivoli Netcool OMNibus GLF
Probe 8.0 Linux

Netcool Omnibus SNMP Probe

IBM Tivoli Netcool OMNibus SNMP-
Probe 12.0 Linux

Netcool Omnibus Syslog Probe

IBM Tivoli Netcool OMNIbus Syslog
Probe 7.0 Linux

Netcool Omnibus TECAD Probe

Red hat Linux Realtime Active
Dashboards

IBM Tivoli Business Systems Manager
Patch

RHL Netcool Omnibus Reporter Oracle
Gateway

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM

IBM

IBM

IBM
IBM

IBM

IBM

IBM
IBM

IBM
IBM
IBM

IBM

IBM

IBM

IBM

RHL_NCO_SECMANBASE
RHL_NCO_TBSM_DATASVR

RHL_NCO_TBSM_EXPORT

RHL_NCO_TBSM_ORAGATE
RHL_NCO_WEBTOPBASE

RHL_NCO_WEBTOPBASE_PATCH
RHL_TCM_CMBASE

RHL_TMF_FWKBASE
RHL_TMF_FWKPATCH

RHL_TPM_FP2
RHL_TPM_SVRBASE
RHL_TRC_SVRBASE

SOL_ITM_AGENT623

SOL_ITM_AGENTUPGRADE

SOL_ITM_OSAGENTBASE

SOL_ITM_UNIAGENTBASE

Schedule G Annex B Version 14.0

Page 84 of 103

Netcool Omnibus Security Manager
Base

TBSM Data Server

TBSM Services Export

Netcool Omnibus Oracle Gateway for
TBSM

Netcool Omnibus Webtop Base

Netcool Webtop Server upgrade to
Webtop version 2.1

Redhat Enterprise Linux IBM Tivoli
Configuration Manager Product
Version 1

Tivoli Framework Base

Tivoli Framework Patches

IBM Tivoli Provisioning Manager Fix
Pack 2 v5.1.0.2

RHL Tivoli Provisioning Manager
IBM Tivoli Remote Control Base

IBM Tivoli Monitoring version 6.2.3
Agents SOL

~ SOL ITM 6.2.1 FP02 OS and UA agent

upgrade product

Solaris IBM Tivoli Monitoring OS Agent

Solaris IBM Tivoli Monitoring Universal
Agent Base

Enterprise Management Tool
Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM
IBM
IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

SOL_NCO_LICSVRBASE
SOL_NCO_OMNIBASE
SOL_NCO_OMNIPATCH

SOL_NCO_PROBESYSLOG

TWS_AGENT_LINUX_INSTALL

TWS_AGENT_LINUX_UPGRADE_FP5

TWS_AGENT_SOLARIS_INSTALL

TWS_AGENT_SOLARIS_UPGRADE_FP5

TWS_AGENT_WINDOWS_INSTALL

TWS_AGENT_WINDOWS_UPGRADE_FP5.

Tws_Jsc

TWS_JSC_UPGRADE_FP6

TWS_MASTER_SOLARIS_INSTALL

TWS_MASTER_SOLARIS_UPGRADE_FP5

TWS_MASTER_SOLARIS_UPGRADE_FP6

Schedule G Annex B Version 14.0

Page 85 of 103

Solaris Enterprise Linux NCO Licence.
Server Base

Solaris Netcool Omnibus Base

Solaris Netcool Omnibus Fixpack 4

Netcool Omnibus Probe Syslog

Tivoli Workload Scheduler for Linux
Agent Install

Tivoli Workload Scheduler for Agent
Linux Upgrade FP5

Tivoli Workload Scheduler for Solaris
Agent Install

Tivoli Workload Scheduler for Agent
Solaris Upgrade FP5

Tivoli Workload Scheduler for Windows
Agent Install

Tivoli Workload Scheduler for Windows
Upgrade FP5

Job Scheduling Console (User
Interface)

Job Scheduling Console Fixpack 6

Tivoli Workload Scheduler for Solaris
Master Install

Tivoli Workload Scheduler for Master
Solaris Upgrade FPS

Fix Pack 6 for TWS 8.3 (Solaris)

Enterprise Management Tool
Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM

IBM

IBM
IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

IBM

TWS_RDT_AGENT_LINUX_INSTALL

TWS_RDT_MASTER_SOLARIS_INSTALL

WIN_DB2_ESE82BASE

WIN_IBM_JRE

WIN_ITM_AGENT623

WIN_ITM_AGENTUPGRADE

WIN_ITM_DB2AGENTBASE

WIN_ITM_DWHUPGRADE623

WIN_ITM_OSAGENTBASE

WIN_ITM_OSAGENTBASE2

WIN_ITM_SQLAGENT623
WIN_ITM_SQLAGENTBASE
WIN_ITM_SQLAGENTSUPPORT

WIN_ITM_TEPSBASE

WIN_ITM_TEPSDM

Schedule G Annex B Version 14.0

Page 86 of 103

Tivoli Workload Scheduler for Linux
Agent Install - RDT

Tivoli Workload Scheduler for Solaris
Master Install - RDT

IBM DB2 Enterprise Server Edition
Base

IBM Java Runtime Environment 1.5.0

IBM Tivoli Monitoring version 6.2.3
Agents

WIN ITM 6.2.1 FP02 OS and UA agent
upgrade product

Windows ITM DB2 Agent Base

BM Tivoli Monitoring version 6.2.3
DWH

IBM Tivoli Monitoring OS Agent

BM Tivoli Monitoring Windows OS
Agent

IBM Tivoli Monitoring version 6.2.3
SQL Agent

ITM SQL Database Monitoring Agent

ITM SQL Agent support for TEMS
IBM Tivoli Monitoring TEPS Base

WIN ITM Tivoli Enterprise Portal Server
Database Monitoring

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
Enterprise Management Tool
Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM

IBM

IBM
IBM
IBM

IBM

IBM
IBM

IBM
IBM

IBM

IBM

IBM
IBM
IBM

IBM

WIN_ITM_TEPSUPGRADE

WIN_ITM_TEPSUPGRADE623,

WIN_ITM_UNIAGENTBASE
WIN_NCO_LICSVRBASE

WIN_NCO_OMNIBASE

WIN_NCO_OMNIBASE730

WIN_NCO_OMNIBASE731

WIN_NCO_OMNIPATCH

WIN_NCO_OMNIPATCH731
WIN_NCO_REPORTER

WIN_NCO_TBSM_DASHBOARD

WIN_NCO_WEBGUI730

WIN_TEM_81608UPGRADE
WIN_TEM_CONSOLE

WIN_TEM_SERVERBASE

WIN_TMF_EPBASE

Schedule G Annex B Version 14.0

Page 87 of 103

ITM 6.2.1 FP02 TEPS upgrade product
for Windows

IBM Tivoli Monitoring version 6.2.3
TEPS

IBM Tivoli Monitoring Universal Agent
Windows Licence Server Base

Windows NCO Omni Base

IBM Tivoli Netcool Omnibus 7.3.0

IBM Tivoli Netcool OMNibus 7.3.1
Windows

Windows Netcool Omnibus Fixpack 4

IBM Tivoli Netcool OMNibus 7.3.1
FP003 Windows

Windows IBM Netcool Reporter

TBSM Dashboard Server

IBM Tivoli Netcool Omnibus Webgui
7.3.0

WIN IBM TEM Infrastructure Upgrade
to 8.1.608

IBM TEM Console
IBM TEM Server Software

Windows Tivoli Management
Framework Endpoint

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
Enterprise Management Tool

Enterprise Management Tool

Enterprise Management Tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM

IBM

IBM
IBM

IBM
IBM
IBM

IBM
IBM

IBM

IBM
IBM
IBM

IBM

IBM

IBM

WIN_TMF_TIVDTSWD

WIN_TWS_AGENT

NT_TEM_AGENT

NT_TEM_RELAY

RHL_ITM_NETCOOL_AGENT
RHL_NCO_AUDITGATE

RHL_NCO_BIGATE

RHL_NCO_ESFBASE

RHL_NCO_NETINFBASE

RHL_NCO_OMNIBASE730

RHL_NCO_ORAGATE730
RHL_NCO_PROBEBMC
RHL_NCO_PROBETECAD

RHL_NCO_PROXYSVRBASE

RHL_NCO_RADPATCH

RHL_NCO_REPGATE

Schedule G Annex B Version 14.0

Page 88 of 103

IBM Tivoli Desktop SWD 4.2.3 Config
(WIN_TMF_TIVDTSWD)

Tivoli Workload Scheduler Agent
Windows

Tivoli Endpoint Management Agent for
NT4

NT TEM Relay

RHL ITM Netcool Agent
Oracle Gateway for Event Audit Point
Netcool Bi Directional Gateway

Netcool Omnibus Event Server
Framework Base

Netcool Omnibus Net Interfaces Base

IBM Tivoli Netcool OMNibus 7.3.0
Linux

IBM Tivoli Netcool OMNibus Oracle
Gateway 5.0 Linux

Netcool Omnibus BMC Probe
Netcool Omnibus TECAD Probe

Netcool Omnibus Proxy Server Base

IBM Tivoli Business Systems Manager
Patch

RHL Netcool Omnibus Reporter Oracle
Gateway

Enterprise Management Tool

Enterprise Management Tool

IBM COTS software

IBM COTS software

IBM COTS software
IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software
IBM COTS software
IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM

IBM

IBM

IBM

IBM
IBM

IBM

IBM
IBM

IBM

IBM

IBM

IBM

IBM

IBM

RHL_NCO_TBSM_DATASVR

RHL_TEM_AGENT

RHL_TEM_AGENT_RHELS

RHL_TMF_EPBASE

RHL_TPM_FP2

RHL_TPM_SVRBASE

SOL_ITM_TWS_AGENT

SOL_NCO_LICSVRBASE
SOL_NCO_PROBEGLF

SOL_TEM_AGENT

SOL_TMF_EPBASE

TWS_AGENT_LINUX_INSTALL

TWS_AGENT_SOLARIS_INSTALL

TWS_AGENT_WINDOWS_INSTALL

TWS_MASTER_SOLARIS_INSTALL

Schedule G Annex B Version 14.0

Page 89 of 103

TBSM Data Server

Tivoli Endpoint Management Agent for
Red Hat Linux

TEM Agent for RHELS platforms.

Tivoli Management Framework
Endpoint Base

1BM Tivoli Provisioning Manager Fix
Pack 2 v5.1.0.2

RHL Tivoli Provisioning Manager

SOL ITM Tivoli Workload Scheduler
Agent

Solaris Enterprise Linux NCO Licence
Server Base

SOLARIS GLF Probe

Tivoli Endpoint Management Agent for
Solaris

Solaris Tivoli Management Framework
Endpoint Base

Tivoli Workload Scheduler for Linux
Agent Install

Tivoli Workload Scheduler for Solaris
Agent Install

Tivoli Workload Scheduler for Windows
Agent Install

Tivoli Workload Scheduler for Solaris
Master Install

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software
IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software
CONFIDENTIAL

FUJ00234786
FUJ00234786

IBM
IBM

IBM

IBM
IBM

IBM

IBM

IBM

IBM
IBM
IBM

IBM

IBM

ET - INTELLIGENT
ELECTRONICS

WIN_ITM_SQLAGENT623
WIN_ITM_TEPSBASE

WIN_NCO_OMNIPATCH_721

WIN_NCO_OMNIPATCH731

WIN_NCO_PROBEWIN

WIN_NCO_RGP_PROBEGLF

WIN_TEM_81639RELAYUPGRADE,

WIN_TEM_AGENT

WIN_TEM_EFS_RELAY
WIN_TEM_LICENSE

WIN_TEM_LINUX_SIE

Doors

WIN_ERP_TNSNAMES

W6

Schedule G Annex B Version 14.0

Page 90 of 103

IBM Tivoli Monitoring version 6.2.3
SQL Agent

IBM Tivoli Monitoring TEPS Base

Netcool Omnibus Patch 7.2.1

IBM Tivoli Netcool OMNIbus 7.3.1
FP003 Windows

Windows NCO Event Log Probe

Window Generic LogFileProbe for the
RGP Platform

TEM Relay for Red Hat Linux Version
8.1.639

Tivoli Endpoint Management Agent for
Windows

Tivoli Endpoint Management (TEM)
Relay

IBM TEM License Keys

TEM sha1 for Linux SIE

Requirements repository
Netcool Reporter tnsnames

Service scheduler; assigning to
engineers and transferring to relevant
groups.

Used by HSD

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software

IBM COTS software
IBM COTS software
IBM COTS software

the Doors system enables POA to
receive and store requirements from the
PO doors system and to make those
available to our test service Quality
Centre

IBM COTS software

Scheduling Tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

INTEL

JSCAPE

LAME-INDUSTRIES
LAUNCHPAD
MCAFEE

MCAFEE

MERANT INT.

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

WIN_INTEL_TEAMING_CONFIG.

POA_JSCAPE_SERVER_7_2_1_0

Lamegen password generator
DXI_V6

DXi_V6

INTRUSION_PREVENTION

Pvcs

LINUX_32BIT_24_ACQUIRE_V820_CONFIG

LINUX_64BIT_24_ACQUIRE_V820_CONFIG

METRON_ATHENE_810_WKSTN

METRON_ATHENE_ACQUIRE_8_60_INSTALL

METRON_ATHENE_PERF_DB_SRV_SW_V8_CON
FIG

METRON_ATHENE_V8_4

Schedule G Annex B Version 14.0

Page 91 of 103

Windows Intel Teaming Configuration

JScape server software product

Generates random passwords given a
mask and length.
Used by HSD

McAfee Web Gateway v6.x

McAfee Web Gateway v6.x

Intrusion Prevention

Software , document and change
repository (CP's etc) for history and
counters applications.

Used by Integration, Release
Management, SSC,Change
Management, Audit

Acquire for Linux 2.4 32 Bit Version
8.20 Config

Acquire for Linux 2.4 64 Bit Version
8.20 Config

Metron Athene 810 Workstation

Metron Athene Acquire 8.60

Metron Athene Performance Database
Server Software Version 8.00 Config

Metron Athene 8.4 Upgrade

Network Management Tool

File transfer solution

Security Tool
Security Tool

Security Tool

Security Tool

Change, Document and Configuration
Management Toolset

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool
CONFIDENTIAL

FUJ00234786
FUJ00234786

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY

METRON_TECHNOLOGY
MICROSOFT
MICROSOFT
MICROSOFT

MICROSOFT

MICROSOFT
MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

SOLARIS_28_ACQUIRE_V801_CONFIG
WINDOWS_ACQUIRE_V80001_CONFIG
LINUX_32BIT_24_ACQUIRE_V820_CONFIG

SOLARIS_28_ACQUIRE_V801_CONFIG

WINDOWS_ACQUIRE_V7_5
EST_MICROSOFT_JDBC
EST_MS_CAPICOM
MS_BSA_2_2 CONFIG

MS_DOTNET_FRAMEWORK_V2_CONFIG.

MS_IEXPORE_5_5 INSTALL

MS_SOAP_CONFIG
MS_SQL_2005_SVR_DEV_EDN
MS_SQL_SRV_2005_CONFIG
MS_SQL_SVR_2005_32_BIT_MS_ALL_CFG

MS_SQL_SVR_2005_ENT_EDN_32BIT_CONF

Schedule G Annex B Version 14.0

Page 92 of 103

Acquire for Solaris 2.8 Version 8.0.1
Config

Acquire for Windows Version 8.00.04
Contig

Acquire for Linux 2.4 32 Bit Version
8.20 Config

Acquire for Solaris 2.8 Version 8.0.1
Contig

Athene 7.5 Acquire Package for VPX
EST Microsoft JDBC

Microsoft Capicom

Microsoft BSA 2.2 Config

Microsoft DotNet Framework v2.0
Config

Internet explorer 5.5 Install
MS SOAP Config

Microsoft SQL 2005 Server Developer
Edition

Microsoft SQL Server 2005 JDBC
Driver 1.1 Config

Microsoft SQL Server 2005 32 Bit MS

All Config

Microsoft SQL Server 2005 Enterprise
Edition 32 bit Config

Capacity Planning and Performance
Management tool

Capacity Planning and Performance
Management tool

Linux toolset

Solaris toolset

Windows toolset
Java Librarires
Cryptographic Tooi

Security Tool

Application Framework Builder

Browser

Web Library

Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System
CONFIDENTIAL

FUJ00234786

FUJ00234786

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT
MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MS_SQL_SVR_2005_STD_EDN_32_BIT_DVD_CFG

MS_SQL_SVR_2005_STD_EDN_32_BIT_SP2_CFG

MS_SQL_SVR_2005_X86_SP3_CONF

MSVS_ADMIN_WEBSITE_CONFIG

NT_TTCP

PSTOOLS_SUITE_CONFIG

SQL2K_SP4_CONFIG

SQL2KENT_SP3_CONFIG

VDX_SVR_CONFIG

VPX_SVR_CONFIG

VSD_SVR_CONFIG

VSH_SVR_CONFIG

W2K3_RES_KITS_CONFIG

W2K3_SUPP_TOOLS_CONFIG

WIN_AD_ACD_GPMO_TOOLS

Schedule G Annex B Version 14.0

Page 93 of 103

Microsoft SQL Server 2005 Standard
Edition Config

Microsoft SQL Server 2005 Standard
Edition Service Pack 2 Config

Microsoft SQL Server 2005 x86 SP3

MSVS Admin Website Config

Tool to generate network traffic

PSTools suite from Microsoft

Microsoft SQL 2000 Server Service
Pack 4 CONFIG

SQL 2000 Enterprise Edition with SP3
Config

VDX Server Configuration

VPX Server Configuration

VSD Server Config

VSH Server Config

Microsoft Windows 2003 Resource Kits
Config

Microsoft Windows 2003 Support Tools
Contig

WIN_AD_ACD_GPMO_TOOLS

Database Server Operating System

Database Server Operating System
Database Server Operating System

Software Development Environment

Network Management Tool

Probem Management Tolkit

Database Server Operating System

Database Server Operating System

Configuration files for Virtual Private
Network Loopback Workstation

Configuration files for Virtual Private
Network Server

Configuration files for a virtual discrete
server

Configuration files for a virtual
Bladeframe server

Software Configuration and
Documentation

Software Configuration and
Documentation

User Management Tools
CONFIDENTIAL

FUJ00234786
FUJ00234786

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT
MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT

MICROSOFT
MICROSOFT
MICROSOFT

MICROSOFT

WIN_AD_ACD_RES_KIT
WIN_AD_ACD_SP2_ADMIN_PAK
WIN_ADMIN_PACK_CONFIG
WIN_PWR_SHELL_CONFIG

WIN_TEM_SQLSERVERBASE
WIN2K3_SDK

WINDOWS_MSOFFICE2K3

SQL Server 2000 Enterprise

Virtual Machine Remote Client (VMRC)

VSS 2005

MS_SOAP_V3_AND_XML_V4_CONFIG

WIN_SMG_OWCOMP11
WIN_SMG_PSHELL10

WIN_SMG_WININST45,

WIN_SUPPORT_ADMIN_TOOLS

Schedule G Annex B Version 14.0

Page 94 of 103

WIN_AD_ACD_RES_KIT
WIN_AD_ACD_SP2_ADMIN_PAK
Windows Admin Pack Config
Windows Power Shell

IBM TEM SQL Server 2008 R2 Build
Windows 2003 SDK

Microsoft Office Professional 2003

Enterprise database, used by Peak

When many virtualised platforms exist
on a single host, this software is used
to access those platforms (e.g. VPX
servers on VSD platforms)

Used by SSC, ISD, Test

Visual Source Safe, source code
control.
Used by Development, SSC

Microsoft SOAP v3 and Microsoft XML
v4 Config

Microsoft Office 2003 Web
Components 11

PowerShell 10

Microsoft Windows Installer 4.5

Windows Support Team Admin Tools

User Management Tools
User Management Tools
Server Management tools
System Administration Tools

Database Server Operating System

Software Development Environment
Desktop Applications

Database Server Operating System

Virtualised Management Tool

Source Code Management Tool

Microsoft tools

Microsoft Office tools
Microsoft tools

Microsoft tools

Microsoft tools
CONFIDENTIAL

FUJ00234786

FUJ00234786

MICROSOFT
MOZILLA

NORTON

OPEN_SOURCE
OPEN_SOURCE

OPEN_SOURCE

OPEN_SYSTEMS_COMPUTI
NG_PTY

OPEN_SYSTEMS_COMPUTI
NG_PTY

OPENTEXT
ORACLE
ORACLE
ORACLE
ORACLE

ORACLE

ORACLE

WIN_TCM_CMCONF

FIREFOX

Ghost
CACTI

MA_FILE_TRANSFER_CURL

MA_FILE_TRANSFER_WINSCP.

OSC_RADIATOR_FOR_PBS

RTRBOOT_RADIATOR

JAVA6_JRE_INSTALL

JDK_V5_ORACLE_JDBC_CONFIG

ORACLE_APP_SVR_10G_V10_1_10_CONFIG

ORACLE_CLIENT_10GR2_CONFIG

ORACLE_CLIENT_10GR2_LNX_CONFIG

ORACLE_CLIENT_WITHSQLWRKSHT_10GR2

Schedule G Annex B Version 14.0

Page 95 of 103

Windows Tivoli Configuration Manager
Product

Mozilla Firefox

Disk image software used to snapshot
a complete build.

Used by Test.

Network monitoring server
MA File Transfer Curl

WinSCP client software

OSC Radiator for PBS.

RTRBOOT Radiator

Data Archiving for SAP Solutions 350 users
Apply Sun Java 6 runtime (JRE)

JDK 5 jars - Oracle JDBC driver (class
4)

Oracle Application Server 10g v10.1.0
Oracle Client 10gR2 Config

Oracle Client 10gR2 for Linux x86

Oracle Client 10GR2 with
SQLWRKSHT

Microsoft tools

Browser

Backup Tool

Network Management Tool
File transfer solution

File transfer solution

Authentication, Authorisation and
Accounting Tool

Authentication, Authorisation and
Accounting Tool

File System Archiving Tool
Enterprise Information Management tool

Database Server Operating System

Database Server Operating System
Database Server Operating System
Database Server Operating System

Database Server Operating System

Database Server Operating System
CONFIDENTIAL

FUJ00234786
FUJ00234786

ORACLE

ORACLE

ORACLE

ORACLE
ORACLE

ORACLE

ORACLE

ORACLE

ORACLE

ORACLE

ORACLE
ORACLE

ORACLE

ORACLE

ORACLE

ORACLE

ORACLE_CLUSTERWARE_CONFIG.
ORACLE_DATABASE_CONFIG
ORACLE_FORMS_REPORTS_CFG

ORACLE_JINITIATOR_V1_3122_CONFIG.
ORACLE_PATCH_CONFIG

ORACLE_WEBUTIL_V1_06_CFG

PODG_EXT_JAVA_6_JRE_CONFIG

RHL_OEM_CONFIGURATE_CFG.

RHL_ORA_CLIENT10GFULL_CONFIG

SOL_OEM_CONFIGURATE

SPN_ORACLE_CLIENT_11GR2_BRSSACCESS
WIN_EDS_APEX

WIN_EDS_EMREPSW_CFG
WIN_EDS_SERVERBASE
WIN_ERP_ORAPATCH10205

WIN_OES_OEM11G_OWS

Schedule G Annex B Version 14.0

Page 96 of 103

Oracle Clusterware v10.2.0.1 Config
Oracle Databasev10.2.0.1 Config
Oracle Forms and Reports6i v6.0.8.11

Oracle Jinitaitor V1.3.1.22
Oracle Patch v10.2.0.3 Config

Oracle WebUtil 1.0.6 Config

Oracle Java 6 configuration for the
External PODG Server

Oracle Enterprise Manager Agent
10.2.0.3.0 agent product for 64 bit
Linux.

RedHat Linux Oracle 10 Client Full
Version 1.0 Config

Oracle Enterprise Manager Agent
10.2.0.3.0 agent product for Solaris

Oracle 11GR2 Client tools for
accessing BRSS database

Oracle Application Express

Oracle Enterprise Manager (OEM)
10.2.0.2 v2 Base software installation

Windows EDS Server Base
Oracle 10.2.0.5 upgrade for ERP

Oracle Weblogic Server 10.3.2

Database Server Operating System
Database Server Operating System
Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System

Database Server Operating System
Database Server Operating System
Database Server Operating System
Database Server Operating System

Database Server Operating System
CONFIDENTIAL

FUJ00234786
FUJ00234786

ORACLE
ORACLE
ORACLE

ORACLE

ORACLE

ORACLE

PGADMIN.ORG.

PGP_COHORT_TECHNOLO
GY

PLATFORMS_STORAGE_TE
AM
QCARD

QUEST_SOFTWARE.

QUEST_SOFTWARE.
QUEST_SOFTWARE

QUEST_SOFTWARE

QUEST_SOFTWARE

WIN_OES_OMSSW
WIN_ORA_ICLNT_10205
WIN_ORA_REP10GBASE

RHL_ORA_TBSM_10GCLIENT
WIN_EDS_SERVERBASE

WIN_EDS_EXCPTNMON_APP

PGAdmin3

PGP_DESKTOP_PRO

HNGX_WIN_BOOTSTRAP_CONFIG.

IcCSimDev

QUEST_PUTTY_V0_60_WIN_CONFIG

QUEST_PUTTY_V0_60_WIN_CONFIG
QVAS_ACD_CONFIG

WIN_SSN_VAS_ADMIN_TOOLS

Toad

Schedule G Annex B Version 14.0

Page 97 of 103

Installation of OMS base software
10.2.0.2

Oracle Instant Client 10205
Windows Oracle 10G Database Build

Oracle 10G Client for Netcool Omnibus:
Oracle

Windows EDS Server Base

APEX Exceptions Application

PostGreSQL tools
Used by SSC.

PGP Desktop Professional

HNG-X Windows Bootstrap Config

Test script development environment.
Used by Test.

Quest-PuTTY v0.60_q1.129 Windows
Config

Quest-PuTTY v0.60_q1.129 Windows.
Config

QVAS Active Directory Config
Win SSN Vas Admin Tools
Oracle Database management and

development tool.
Used by Integration.

Database Server Operating System
Database Server Operating System

Database Server Operating System

Oracle COTS software

Oracle COTS software

Oracle COTS software

Database Management Tools

Toolset for encrypting data

Fujitsu Configuration software

Test Toolset

Secure Shell toolset

User Management Toolset

User Management Toolset

User Management Toolset

Database Management Software
CONFIDENTIAL

FUJ00234786

FUJ00234786

RED BOX RECORDERS.
RED_HAT
RED_HAT
RED_HAT
RED_HAT
RED_HAT

RED_HAT

RED_HAT

RED_HAT

RED_HAT

SAFENET

SAMBA

SAP.

SERENA

SERENA

vo
RHL_JAVA_JDK
RHL_JRE X64
CAC_JAVA
CACTI

JBOSS_BASE_PLATFORM

OS_CLUSTER_RPMS_4 8

RHELS_4_32_64_OS_CONFIG

RHEL5_8_32_64_OS_CONFIG

RHL_NCO_PABASE

SafeNet Token Utilities

JDK_V5_JARS_JCIF_CONFIG
SAP_GUI_7_10_CONFIG

Dimensions documentation website

SCM Web Based Tooling

Schedule G Annex B Version 14.0

Page 98 of 103

Virtual Observer - A service desk

standard to records calls for coaching.

Used by HSD
Redhat JAVA Development Kit
Red Hat Linux Java JRE 64 Bit
Java for Redhat 5

Network monitoring server
JBOSS Base Platform

OS_CLUSTER_RPMS for REDHAT
48

Redhat 5.4 32 and 64 Bit Operating
System Configuration

Redhat 5.8 32 and 64 Bit Operating
System Configuration

Netcool Omnibus PA Base

2 factor authentication software.

Used by Test, SSC, Security, SMC,
ISD

JDK 5 jars _Jcifs
SAP GUI client 7.10

Corporate website used to search and
download documents
Used by all teams

Web Interface into Dimensions
Used by Change Management, Audit,
Development

Call Centre Monitoring Tool

Linux toolset

Linux toolset

Linux Operating System Java Libraries
Network Toolset

Application server for Java

Linux Clustering Server

Linux Operating System

Linux Operating System

Monitoring Toolset

Authentication Toolset

Interoperability Software
Business Management Software

Change
Management/Audit/Development
Toolset

Change
Management/Audit/Development
Toolset
CONFIDENTIAL

FUJ00234786

FUJ00234786

SERENA

SLF4J

SMARTBEAR

SMG

SNMP RESEARCH
SOPHOS
SOPHOS,
SOPHOS,
SOPHOS,
SOURCEFORGE

SPRINGSOURCE

STERLING_COMMERCE

STERLING_COMMERCE

STERLING_COMMERCE

SUN
SUN

Dimensions

WEB_EMULATOR_SUPPORT_LIBS

SOAPUI

WIN_EDS_OHSCONFIG
OPENVIEW_NNM
SOP_AV_LINUX
SOP_SAVDI
SOP_AV_NT4_APP
SOP_AV_WIN_APP_95
XMING_INSTALL

WEB_GWS_SUPPORT_LIBS

STERLING_COM_CON_DIR

CON_DIR_SIM_CONF

STERLING_COM_CON_DIR

JAVA_RUNTIME_ENVIRONMENT_LNX_CONFIG:

JAVA_SDK_6U7

Schedule G Annex B Version 14.0

Page 99 of 103

Software and document repository.
Used by all teams

Generic Web Emulator Supporting
Libraries

GU! test script tool.
Used by Test

OHS configuration for OMDB to EDS
Migration

Openview Network Node Manager
Sophos Antivirus for Linux

Sophos Antivirus Daemon

Sophos Anti-Virus for NT4

Sophos Endpoint Security 9.5
Install Xming PC X server

Generic Web Service Framework 3rd
Party Support Libraries

Sterling Commerce Connect Direct
Windows Server v4.1.00 Config

Connect Direct Simulator Windows
Server Contig

Sterling Commerce Connect Direct
Windows Server v4.1.00 Config

Java Runtime Environment 1.5.0_12
for Linux

Java SDK 6 update 7

Change, Document and Configuration
Management Toolset

Logging Toolset

Test Toolset

Fujitsu Configuration software
Network Toolset

Anti Virus tool

Anti Virus tool

Security Toolset

Security Tooiset

Open System Server

Java Libraraies

File Transfer tool

File Transfer Toolset

File Transfer Toolset

Java Library
Java Library
CONFIDENTIAL

FUJ00234786
FUJ00234786

SUN DXC_JRE_SOLARIS_SPARC_64

SUN RHL_SMG_JRE
SUN SOL_NW_DISK_INIT

SUN BAL_INTERSTAGE_JVM
SUN CISCOWORKS_LMS

SUN DXC_CLIENT_LINUX

SUN DXC_CLIENT_WIN32_SSN
SUN EST_JAVA_CLIENT_DNP
SUN EST_JAVA_CLIENT_DNS
SUN EST_JAVA_CLIENT_EPM

SUN JAVA_RUNTIME_ENVIRONMENT_LNX_CONFIG.

JAVA_RUNTIME_ENVIRONMENT_V1.4.2_14_CON

SUN FIG

JAVA_RUNTIME_ENVIRONMENT_V1.5.0_12_CON

SUN FIG

JAVA_RUNTIME_ENVIRONMENT_V1.6.0_01_CON

SUN FIG

JAVA_RUNTIME_ENVIRONMENT_V1_6_0_05_CO

SUN NFIG

Schedule G Annex B Version 14.0
Page 100 of 103

Systems Management Group: Support
Files - JAVA RUNTIME
ENVIRONMENT

Solaris NMN and NCW Disk
Configuration

JRE required for OSR
NCW Server
DXC Linux Client

SSN Windows Corporate Client for
Dxc

Java Runtime Environment For 64 bit
‘sparc solaris

Generic Emdb Client
Generic Emdb Client
Generic Emdb Client

Java Runtime Environment 1.5.0_12
for Linux

Sun Java Runtime Environment
v1.4.2_14 Config

Sun Java Runtime Environment
v1.5.0_12 Config

JAVA_RUNTIME_ENVIRONMENT
V14.6.0_01 Config

Sun Java JRE

Java Library

Java Library
Sun Operating System
Sun Operating System

Sun Operating System

Sun Operating System

Sun Operating System
Sun Operating System
Sun Operating System

Sun Operating System

Sun Operating System

Sun Operating System

Sun Operating System

Sun Operating System

Sun Operating System
CONFIDENTIAL

FUJ00234786

FUJ00234786

SUN
SUN
SUN
SUN

SUN

SUN

SUN
SUN

SUNFREEWARE_DOT_COM
SYMANTEC

SYMANTEC
SYMANTEC
SYMANTEC,

SYMANTEC
SYMANTEC

SYMANTEC

SYNTELLECT

JAVA_RUNTIME_ENVIRONMENT_V1_6_6_CONFI

G

“JAVA SDK 6U7

JAVA6_JDK_INSTALL

JRE_V1_5_0_ CONFIG

MA_FILE_TRANSFER

PODG_JAVA_6_JRE_CONFIG

WEB_GWS_JAVA_6_JRE_CONFIG
RHL_NCO_APJAVACLIENT

SYSLOG_NG_SOLARIS
RHL_NBU_CLIENT

NETBACKUP_JAVA_ADMIN_CONSOLE
RHL_NBU_MASTER

RHL_NBU_MEDIA_SVR

SOL_NBU_SAN_MEDIA_SVR
WIN_NBU_CLIENT_64

WIN_NBU_SAN_MEDIA_SVR

Commander! Decision Manager

Schedule G Annex B Version 14.0

Page 101 of 103

Sun Java JRE V1.6_6

Java SDK 6 update 7

Apply Sun Java 6 development kit
Java Development environment(1.5.0)

Merchant Acquirer File Transfer
component v1

Java 6 JRE for Post Office Data
Gateway Framework

Java 6 JRE for Generic Web Service
Framework

RHL NCO AP Java Client

Syslog-NG for Solaris
Unix NetBackup Client

Install Veritas Netbackup Java Console
Linux NetBackup Master Server

Linux NetBackup Media Server

Solaris NetBackup SAN Media Server
Veritas Netbackup 6.5 64 bit

W2003 NetBackup SAN Media Server

Used by HSD

Sun Operating System
Sun Operating System
Sun Operating System

Sun Operating System

Sun Operating System

Sun Operating System

Sun Operating System

SUN JRE

Logging Toolset

Backup tool

Backup Toolset
Backup Toolset

Backup Toolset

Backup Toolset

Backup Toolset
Backup Toolset

Computer Telephony Integration Toolset
CONFIDENTIAL

FUJ00234786

FUJ00234786

TALK TALK BUSINESS

TERRACOTTA

TIGHTVNC SOFTWARE

TOB!I OETIKER

TORTOISESVN

TRIPWIRE_INC.

TRIPWIRE_INC
TRIPWIRE_INC
TRIPWIRE_INC
TRIPWIRE_INC
TRIPWIRE_INC.

TRIPWIRE_INC.

TRIPWIRE_INC.
TRIPWIRE_INC.

TRIPWIRE_INC.

TTB FADS

WEB_GWS_SUPPORT_LIBS

TightvNC

‘SmokePing

Tortoise Subversion 1.6.16

NT_TFS_AGENT

TFS_WIN_APP
TRIPWIRE_RHL_CONFIG
TRIPWIRE_SOL_CONFIG
WIN_TE_SERVERBASE
RHL_TE_AGENT

SOL_TE_AGENT

TFS_WIN_APP
WIN_TE_AGENT

WIN_TE_SERVERBASE

Schedule G Annex B Version 14.0

Page 102 of 103

TTB Faults and Diagnostics System to
check ADSL lines.
Used by HSD.

Generic Web Service Framework 3rd
Party Support Libraries

Virtual Network Connection to UNIX
and Windows.
Used by Integration

Monitor network latency, includes email
alerts.
Used by Networks.

Source control client GU! for windows.
Used by SSC

Tripwire for Servers Agent NT4

Tripwire for Servers Windows and XP
application

Tripwire for Linux
Tripwire for Solaris

Tripwire Enterprise Server Windows
Tripwire Enterprise Agent Linux
Tripwire Enterprise Agent Solaris

Tripwire for Servers Windows and XP
application

Tripwire Enterprise Agent Windows

Tripwire Enterprise Server Windows

Probem Management Tolkit

Job Scheduling Tool

Network Toolset

Network Toolset

Source Code Management

Tripwire COTS software

Tripwire COTS software
Tripwire COTS software
Tripwire COTS software
Tripwire COTS software
Security Toolset

Security Toolset

Security Toolset
Security Toolset

Security Toolset
CONFIDENTIAL

FUJ00234786
FUJ00234786

UNKNOWN

WINDOWS_2003_SERVER_
FAMILY

WINDOWS 2003 SERVER_
FAMILY

WINDOWS_2003_SERVER_
FAMILY

WINDOWS_2003_SERVER_
FAMILY

WINDOWS. 2003_SERVER_
FAMILY

WINDOWS_2003_SERVER_
FAMILY

WINMERGE
WINZIP_COMPUTING

WINZIP_COMPUTING
WIRESHARK

WISDOM_SOFT

PAN Manager

CERT_AUTH_CFG_TEST

FTMS_D1_lIS_CONF

FTMS_lIS_CONFIG

WIN_AD_SUB_CA_CONFIG

WIN_AD_SUB_CA_CONFIG_LIVE_ONLY

WIN_IIS_32BIT_CONFIG
WINMERGE_CONFIG

WINZIP_V11_4_CONFIG.

WINZIP_V11_1_CONFIG

WIRESHARK_CONFIG

WDOM_SCRN_HUNTERS_CONFIG

Schedule G Annex B Version 14.0

Page 103 of 103

Control Blade manager
Used by SMC, ISD

Certificate Authority Configuration -
Test Only

SRG IIS Configuration

FTMS IIS Configuration

Windows AD SUB CA Config

Live Sub-Certification Authority
Software Configuration

Windows IIS 32 Bit Config
WinMerge
Winzip v11.1 Config

Winzip v11.1 Config
Wireshark

WisdomSoft screen hunter 5 Free

Configuration for Stateless Servers
(Blades)

Authentication Toolset

Internet Information Services Toolset

File Transfer Toolset

Authentication Toolset

Authentication Toolset

Internet Information Services Toolset

File Comparison Tool
Data Compression tool

File Compression tool

Network Toolset

Screen Capture Tool
FUJ00234786
FUJ00234786

CONFIDENTIAL

Version History

13.0 Updating as per CCN1630 and moving all
Schedules to v13.0
14.0 20/12/2021 Moving all Schedules to V14.0

Schedule H Version 14.0
Page 1 of 7
FUJ00234786

FUJ00234786
CONFIDENTIAL,
SCHEDULE H
Digital Intellectual Property Provisions
1. Post Office will own all IP Rights in the Deliverables created and/or developed by or on behalf of Fujitsu

Services solely or jointly with Post Office on or after the Digital Start Date, save for the Listed Rights
and the rights referred to in paragraph 4 below (the “Digital IPR").

2. Fujitsu Services now assigns to Post Office absolutely with full title guarantee free from any charge,
lien, encumbrance or other right in favour of any third party all present and future right, title and interest
in and to any and all Digital IPR. This assignment includes the right to bring, make, oppose, defend,
appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in
respect of any infringement, or any other cause of action arising from ownership, of any of the Digital
IPR whether occurring before, on, or after the date of this Agreement.

3. Without prejudice to paragraph 2, Fujitsu Services shall procure assignments from all Project
Consultants to Fujitsu Services (on similar terms to those set out in paragraph 2) of any Digital IPR to
be created by any Project Consultants prior to any engagement of any Project Consultant. Such
assignments shall also include waivers of moral rights.

4. Nothing in this Schedule shall prevent Fujitsu Services or Post Office from using data-processing
techniques, ideas and know-how gained during the performance of the Services in the furtherance of
its normal business including by its customers in connection with the delivery and use of its services,
(which shall for the avoidance of doubt entitle Post Office to use such data-processing techniques,
ideas and know-how for the same scope of activities as referred to in paragraph 8) to the extent that
this does not amount to a disclosure of Confidential Information or an infringement by Post Office or
Fujitsu Services of any IP Rights.

5. The Digital IPR shall not include:

a. any IP Rights created by or on behalf of Fujitsu Services (or any of its Group Companies from
time to time) prior to the Digital Start Date ;

b. any IP Rights created by or on behalf of Fujitsu Services (or any of its Group Companies from
time to time) at any time which have arisen other than from Fujitsu Services’ provision of the
Services;

c. the Horizon IPR (to which the ownership and licensing provisions under the Agreement shall
continue to apply);

d. the K5 IPR (which is proprietary to and shall remain owned by Fujitsu Services) including any
intellectual property rights in any developments to the Fujitsu K5 Platform whether or not created
or developed on or after the Digital Start Date; and/or

e. any third party IP Rights (other than those assigned to Post Office pursuant to paragraph 2 of this
Schedule),
(collectively the “Listed Rights’).
6. Post Office now grants to Fujitsu Services a non-exclusive, fully paid-up, worldwide licence to use the

Digital IPR solely in connection with the Services and to deliver any related services to Post Office.

Schedule H Version 14.0
Page 2 of 7
FUJ00234786
FUJ00234786

CONFIDENTIAL

For the avoidance of doubt, the licences granted to Fujitsu Services by Post Office under Clause 31
of the Agreement shall continue to apply.

7. Fujitsu Services shall comply with the Agile Process put in place between the parties and the agreed
design principles. The Agile Process shall include as a minimum, backlog, stories, tasks and test plans.
Fujitsu Services shall ensure that all personnel working on the Services are aware of the design
principles and brief all personnel working on the Services to designate for each Deliverable if it is to
be designed, coded or supplied as a pre-existing component or algorithm using any Listed Rights.
Post Office's Chief Technical Officer (or nominated representative) may agree (at Post Office's sole
discretion) the use of any Listed Rights through the assurance and acceptance work flow in the Agile
Process. Both of the parties shall comply with the Agile Process and shall operate the Agile Process
to ensure that any Listed Rights in any Deliverable (or part) and any modifications and/or updates
thereto are identified and that such information is and remains recorded and readily accessible to both
parties in a format to be agreed by the parties acting reasonably.

8. To the extent that Fujitsu Services incorporates any FJ Digital Background IPR in any Deliverables,
Fujitsu Services now grants to Post Office a non-exclusive, perpetual, irrevocable, fully paid-up,
worldwide licence under such FJ Digital Background IPR as is incorporated in the Deliverables (but
excluding any Horizon IPR and any K5 IPR which shall be dealt with in accordance with paragraph 11
below) to use, support, maintain, enhance, modify and develop the Deliverables for Post Office's and
Post Office's Affiliates’ business purposes only (which shall include, for the avoidance of doubt but
without limitation, the use of the Deliverables by or on behalf of British Forces Post Office and use of
the Deliverables by or behalf of Post Office's franchisees and agents) with the right to grant sub-
licences (strictly within the scope of Post Office's own licence) through multiple tiers, for the purpose
of using, copying, modifying, adapting, advancing and developing the Deliverables, in both object code
and source code formats solely for and on behalf of Post Office provided always that, for the avoidance
of doubt, Post Office and the Post Office Affiliates shall not under any circumstances sell or transfer
the Deliverables to third parties (other than to Post Office Affiliates) or otherwise market or
commercially exploit the Deliverables by permitting third parties (other than Post Office Affiliates) to
use the Deliverables for their own business and other purposes.

9. Nothing in paragraphs 7 and/or 8 above, including any failure by Fujitsu Services to comply with
paragraphs 7 and/or 8, shall impact on Fujitsu Services (or Post Office's and/or any third party's)
ownership of any of the Listed Rights.

10. To the extent that Fujitsu Services incorporates any Horizon IPR in the Deliverables in accordance
with paragraph 7, the Horizon IPR owned by Fujitsu Services shall continue to be licensed to Post
Office in accordance with the Agreement and shall not be included in the licence granted in accordance
with paragraph 8 above. The parties agree that no K5 IPR shall be incorporated into the Deliverables.
To the extent that any K5 IPR is created and/or developed, whether before, on or after the Digital Start
Date, it shall be vested in and solely owned by Fujitsu Services and Post Office shall not be charged
for such creation and/or development work.

41. The parties agree that if at any time Fujitsu Services has incorporated any Horizon IPR owned by
Fujitsu Services into any Deliverables without the agreement of Post Office in accordance with
paragraph 7 above (the “Unapproved Horizon IPR’), in relation to that Unapproved Horizon IPR, the
licence granted to Post Office in respect of the Horizon Software IPR in accordance with the Agreement
shall be extended to a licence to use the Unapproved Horizon IPR from the point of its incorporation
into any Deliverables on terms essentially equivalent to those specified in Clauses 30.19.5.1 and
30.19.5.2 of the Agreement (subject to the limitations specified in this paragraph 11) and it is agreed
that the early grant of such licence in respect of the Unapproved Horizon IPR shall not avoid any of
the fees payable on expiry of the Agreement on 31 March 2023 in accordance with Clause 30.19.1 of
the Agreement or on termination of the Agreement in accordance with Clauses 30.19.2, 30.19.3 and/or

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30.19.4.0f the Agreement which shall remain fully due and payable but shall not be increased by the
grant of the licence provided under this paragraph 11. Nothing in this paragraph 11 or elsewhere in
this Schedule shall alter Post Office's obligations under the Agreement including without limitation its
obligation to pay the Expiry Licence Fee or Termination Licence Fee as applicable.

12. To the extent that following agreement by Post Office in accordance with paragraph 7 above Fujitsu
Services incorporates any third party IP Rights in the Deliverables, Fujitsu Services shall use
reasonable endeavours to procure a licence to Post Office of such third party IP Rights substantially
on the terms set out in paragraph 8 of this Schedule or on such other reasonable terms as may be
agreed between Post Office and such third party. Provided Post Office's Chief Technical Officer (or
nominated representative) has agreed to the incorporation of any such third party IP Rights in the
Deliverables, any licence or other fees required to be paid to such third parties shall be paid by Post
Office.

13. Fujitsu Services confirms that the Deliverables shall not include any third party IP Rights save as
agreed in accordance with paragraph 7 above.

14. Subject to paragraphs 16 and 17 below, Fujitsu Services shall indemnify and keep indemnified Post
Office from and against all claims, damages, losses, liabilities, costs and/or expenses (including,
without limitation, properly incurred legal expenses) incurred by or awarded against the Post Office
arising out of and/or in connection with a claim made by a third party alleging that the use of the
Deliverables or the Services as provided by Fujitsu Services, infringes or otherwise misappropriates
the IP Rights of a third party (an “IPR Claim”) PROVIDED THAT Post Office will:

a. promptly on becoming aware of an IPR Claim give written notice of the IPR Claim to Fujitsu
Services specifying the nature of the IPR Claim in reasonable detail;

b. not make any admission of liability, agreement or compromise in relation to the IPR Claim without
Fujitsu Services' prior written consent;

c. allow Fujitsu Services to assume the control and conduct of the defence and settlement of the
IPR Claim (save that Fujitsu Services shall not make any admission of liability or fault on the part
of Post Office without Post Office's prior written consent);

d. at the expense of Fujitsu Services, give such reasonable assistance and take such action as may
reasonably be required by Fujitsu Services in the defence, settlement or compromise of the IPR
Claim.

Any claims, damages, losses, liabilities, costs and/or expenses (including, without limitation, properly
incurred legal expenses) incurred by or awarded against Post Office's Affiliates or sub-licensees shall
be deemed those of Post Office and accordingly shall be recoverable pursuant to this clause 14, but
only to the extent that such Affiliates and sub-licensees have made use of the Deliverables and
Services in relation to Post Office products and services.

15. Without prejudice to paragraph 14, in the event of an IPR Claim, Fujitsu Services may at its sole
election and at its cost:

a. modify the element of the Deliverables and/or Services provided by Fujitsu Services as necessary
to avoid such a claim, provided the element of the Deliverables and/or Services (as amended)
function in substantially the same way as those Deliverables and/or Services before modification;
or

b. procure for the Post Office, its Affiliates and any sub-licensees a licence from the relevant third
party to continue using the Deliverables and/or Services provided by Fujitsu Services ‘as is’; or

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c. replace the element of the Deliverables and/or Services with non-infringing elements.

Where Fujitsu Services reasonably believes that an IPR Claim has a reasonable chance of success,
Fujitsu Services shall promptly undertake one of the options set out at 15(a), (b) or (c), with the decision
as to which option is undertaken being at Fujitsu's sole election and cost.

16. The parties acknowledge and agree that:

a. Fujitsu Services shall not be liable under paragraph 14 to the extent an IPR Claim results from
any enhancements, modifications and/or developments made by or on behalf of Post Office or by
‘or on behalf of its Affiliates and /or sub-licensees and/or other users of the Deliverables and/or
Services to the Deliverables without Fujitsu's prior written approval or to the extent any such IPR
Claim results from any failure by Post Office, Post Office Affiliates, Post Office sub-licensees
and/or other users of the Deliverables and/or Services to comply with any reasonable instructions
or system requirements relating to use of the relevant Deliverables that are communicated to Post
Office in writing prior to the date of delivery of the relevant Deliverables to Post Office, in each
case provided that such infringement would have been avoided by the use of the Deliverables not
so enhanced, modified or developed or otherwise by using the Deliverables in accordance with
such reasonable instructions or system requirements;

b. to the extent that an IPR Claim is made by a third party alleging that the use of any element of
the Deliverables in which Horizon IPR subsists, infringes or otherwise misappropriates the IP
Rights of a third party and such Horizon IPR is capable of separate identification, the indemnities
set out in the Agreement including at Clauses 30.19.9 and 34.1 shall apply to such extent;

c. Fujitsu Services shall not be liable under Clause 14 to the extent an IPR Claim is attributable to
possession or use of the Deliverables (or any part thereof) by Post Office other than in accordance
with the terms of CT225a, use of the Deliverables in combination with any hardware or software
not supplied or specified by Fujitsu Services, or otherwise agreed in writing between the parties,
if the infringement would have been avoided by the use of the Deliverables not so combined;

d. the intention of the parties is, and has been, that any Digital IPR is not considered to be Post
Office Foreground IPR for the purposes of paragraphs 14 to 16;

e. Post Office shall use reasonable endeavours to mitigate its internal costs and expenses relating
to any IPR Claim;

f. no person or entity other than Post Office shall be entitled to claim under the indemnity set out
above; and

g. paragraphs 14 — 16 constitute Post Office's exclusive remedy and Fujitsu Services’ only liability
in respect of IPR Claims.

17. Except as expressly stated in clause 18:

a. Fujitsu Services shall not in any circumstances have any liability for any losses or damages which
may be suffered by Post Office for an IPR Claim, whether the same are suffered indirectly or are
consequential, and whether the same arise in contract, tort (including negligence) or otherwise
howsoever, which fall within any of the following categories:

(i) loss of profits;

(ii) loss of anticipated savings;

(iii) loss of business opportunity; and
(iv) loss of goodwill.

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provided that this Clause 17(a) shall not prevent claims for loss of or damage to the Post Office's
tangible property that fall within the terms of Clause 17(b) or any other claims for direct financial
loss that are not excluded by any of categories (i) to (iv) inclusive of this Clause 17(a); and

b. the total aggregate liability of Fujitsu Services, whether in contract, tort (including negligence) or
otherwise for all IPR Claims, shall in no circumstances exceed £15,000,000 in any financial year.

18. The exclusions in paragraph 17 shall apply to the fullest extent permissible at law, but Fujitsu Services
does not exclude liability for:

a. death or personal injury caused by its negligence, its officers, employees, contractors or agents
negligence;

b. fraud or fraudulent misrepresentation;

c. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the
Supply of Goods and Services Act 1982; or

d. any other liability which may not be excluded by law.

19. All references to Fujitsu Services in paragraphs 17 and 18 shall be treated as including all employees,
subcontractors and suppliers of Fujitsu Services and its Affiliates, all of whom shall have the benefit of
the exclusions and limitations of liability set out in this clause.

20. Post Office and Fujitsu Services accept and agree that this Schedule is intended solely to address the
ownership and use of the IP Rights and does not and is not intended to amend the provisions of the
Agreement other than as expressly stated in this Schedule.

21. The K5 IPR shall be owned by and remain owned by Fujitsu Services. Nothing contained in the K5
Terms or the Fujitsu Global Cloud Service Terms shall supersede or vary the ownership of IP Rights
as contained in this Schedule.

22. In this Schedule, terms defined in the Agreement shall have the meaning set out in the Agreement,
and additional terms shall have the meaning set out in the body of this Agreement or as set out below:

“Agile Process” means for the purposes of this Schedule, Post Office's implementation of the agile
dynamic systems development method further details of — which are at:
https:/www.agilebusiness.org/resources/dsdm-handbooks/the-dsdm-agile-project-framework-2014-
onwards;

“Deliverables” means any materials created and/or developed solely by or on behalf of Fujitsu
Services or jointly with Post Office for the purposes of the Services including without limitation
computer software, technical documentation, user manuals, and other related documentation;

“Digital Start Date” means:
(i) in respect of any Digital IPR that relates to Project Mercury (formerly known as Project
Chameleon), 1 August 2017; and

(ii) in respect of all other Digital IPR, 1 October 2017;

“Project Consultants” means any third parties which are engaged by or on behalf of Fujitsu Services
to undertake any work in relation to the Services;

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“Fujitsu K5 Platform” means Fujitsu Services cloud platform known as K5;

“FJ Digital Background IPR” means the categories of IP Rights set out in paragraphs 5(i) and (ii) of
this Schedule only not including those in paragraphs 5(iii) to (v);

“Horizon IPR" means all the Intellectual Property Rights referred to in Clause 27 of the Agreement,
together with the database rights in the same;

“IP Rights” means patents, copyright, trade marks and service marks, business names and domain
names, goodwill and the right to sue for passing off, rights in designs, database rights , know-how,
trade secrets and all other intellectual property and/or similar rights, in each case whether registered
or unregistered and including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms
of protection which subsist or will subsist now or in the future in any part of the world;

“K5 IPR” means all intellectual property rights in the Fujitsu K5 Platform on which the ongoing Services
will be developed but, for the avoidance of doubt, excluding any IP Rights in any interfaces to the
Fujitsu K5 Platform developed or created in connection with the Services;

“K5 Terms” means the Fujitsu Cloud Service K5: Terms Of Use and/or other ancillary documentation
relating to the Fujitsu Services’ K5 cloud services; and

“Listed Rights” has the meaning set out in paragraph 5 of this Schedule.

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SCHEDULE I

UPDATED SERVICE DELIVERY FRAMEWORK

Version History

13.0 Added as per CCN1638, Amended as per CCN1639,
CCN1643, CCN1645, CCN1653a
14.0 20/12/2021 Updated as per CCN1667a, CCN1675, CCN1700 and

moving all Schedules to v14.0

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SCHEDULE I

UPDATED SERVICE DELIVERY FRAMWORK

Schedule I

Updated Service Delivery Framework

The Parties have agreed an updated service delivery framework, as is set forth within the parts
of this Schedule I (with each referenced in the format Schedule I[e]). The terms of all such
parts of this Schedule I shall apply in accordance with the terms set forth therein.

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2.1

Schedule IL

Revenue Switch Mechanism

OVERVIEW

Paragraph 4.7 of CCN 1600 set out a joint intention of Post Office and Fujitsu Services to
evolve the Services under this Agreement to reflect Post Office’s changing business
requirements and also in line with new technology.

Through a joint initiative, Post Office and Fujitsu Services identified and agreed a number of
areas of this Agreement to be updated and Services to be evolved in line with this joint
intention, such initiative being referred to as “Project Everest”. It is intended that such
updates and evolution will result in a reduction over the Term in the Operational Charges. In
order to implement Project Everest, Fujitsu Services requires Post Office to make certain
financial commitments with respect to the committed spend under the Agreement and Post
Office has agreed to provide such commitments, as specifically described within this Schedule
I] (Revenue Switch Mechanism).

DEFINITIONS

“Actual Spend” means the total amount of spend actually agreed and contracted for between
Post Office and Fujitsu Services under this Agreement in respect of:

211 the Operational Services (including HNG-X Test Infrastructure);

2.1.2. the Horizon Software IPR pursuant to Clause 30.19 of the Agreement;
2.1.3 the Core Team;

2.1.4 Trinity 3;

2.1.5 Invest to Save provisions as described in paragraph 17 of Schedule D1; and
2.1.6 any Additional Services (whether under this Agreement or otherwise),

during the Commitment Period. This shall include: (i) all amounts invoiced and paid under
the Agreement; (ii) all amounts invoiced and payable but not yet paid under the Agreement;
and (iii) all amounts in respect of which Fujitsu Services is entitled to invoice pursuant to the
terms of this Agreement but has not yet done so.

“Additional Services” means any combination of any of the following:

2.2.1 Committed Development Services;

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2.3

2.4

2.5

2.6

2.7

2.2.2 extensions or changes to current Services within the Term of this Agreement but
excluding any extensions or changes or new Services directly related to the current
POLSAP Services, and/or Branch Network Services

2.2.3 evolved and updated services introduced as a result of Project Everest;
2.2.4 Programme Spend; and

2.2.5 new Services (whether under this Agreement or otherwise) which Fujitsu Services
has chosen to bid for, to the extent awarded to Fujitsu Services and which are
performed during the Commitment Period, excluding any extensions or changes or
new Services directly related to the current POLSAP Services, and/or Branch
Network Services,

“Committed Development Services” means any Development Services ordered by Post
Office on the basis of a minimum pre-committed spend or capacity in accordance with the
processes and principles contained within Schedule I3 (Digital Development Services).

“Committed Spend” means committed total spend under this Agreement for:
2.4.1 the Operational Services (including HNG-X Test Infrastructure);

2.4.2 the Horizon Sofiware IPR pursuant to Clause 30.19 of the Agreement;
2.4.3 the Core Team

2.4.4 Trinity 3; and

2.4.5 Invest to Save provisions as described in paragraph 17 of Schedule D1,

in each case during the Commitment Period that would have been payable by Post Office to
Fujitsu Services pursuant to this Agreement but for the implementation of Variabilisation.

“Commitment Period” means the period starting on 1 April 2017 and ending 31 March
2023.

“Pivot to Cloud” means the evolution of the Horizon system services and the underlying
infrastructure to the Fujitsu Services K5 cloud based hosting environment. For clarity, Pivot
to Cloud is being implemented under two programmes of work, referred to as “Cloud
Enablement” (also known as “K5 foundation » and “Belfast Migration”.

“Programme Spend” means all spend relating to Services relating to the following Post
Office programmes of work: (i) Solar (including Project Mercury); and (ii) Pivot to Cloud
(including costs associated with decommissioning, and remaining payments with respect to
the lease charges for Belfast data centres agreed by Post Office within the Belfast Migration
project) including all Charges for all CTs relating to the same (whether ordered on a
committed basis or time and materials).

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2.8 “Project Mercury” means the initial iteration of HNGT delivered as part of Solar.

2.9 “Solar” means the development of a new version of the Horizon application with a Thin

Client HTMLS browser driven solution delivered from the Fujitsu Services K5 cloud that is
capable of offering Post Office products and services from the Post Office Counters and retail
partners.

2.10 “Trinity 3” refers to the risk and resilience project relating to the data centre asset refresh for
the Belfast data centre, as is set forth within paragraph 1.2.2 (b) of Schedule E (Termination
and The Exit Plan). For the purposes of assessing Committed Spend, the committed value of
Trinity 3 shall be considered to be £7.5m in 2019/20 and £7.5m in 2020/21.

2.11 “Variabilisation” means the process by which the parties are agreeing changes to the pricing
model for the Services to a consumption-based, demand-driven, charging mechanism,
including through evolution of the application support, service management and reporting
Services to underpin the move to demand driven charges and which will affect the revised
technology and to support Post Office’s future business strategy, the framework for which is
set out in Schedule [2 (Variabilisation Framework).

3. COMMITMENT

3.1 Post Office shall procure from Fujitsu Services Additional Services that can be compliantly
awarded to Fujitsu Services such that the Actual Spend during the Commitment Period is no
less than the Committed Spend.

3.2 The Parties agree that, as at I April 2017, the Committed Spend, were the Commitment Period
to run from I April 2017 until 31 March 2023, is £195.74m and is made up of the figures set
out in Annex 3 to this Schedule I] (Revenue Switch Mechanism), it being understood that:
(a) the provisions of the Agreement that operate to vary the Charges comprising the
Committed Spend will continue to do so (including, but not limited to, indexation and
termination); and (b) in the event that the Commitment Period ends prior to the 31 March
2023, the Committed Spend will be calculated for the shorter period and will also include the
Termination Charges calculated in accordance with the Agreement. The parties will monitor
and regularly update the Committed Spend in accordance with Annex 1 to this Schedule I
(Revenue Switch Mechanism) and the final Committed Spend figure shall only be established
by the parties at the expiry of the Commitment Period.

3.3 Where a CT relates to Committed Development Services, all spend under such CT (whether
above or below any commitment therein) shall be included within Actual Spend. In addition,
where any such CT is terminated in advance of its anticipated end date (whether any relevant
commitment has been met or not), all amounts invoiced and paid under such CT shall be
included within Actual Spend.

3.4 All Programme Spend from I August 2017 onwards shall be included within Actual Spend.

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3.5

3.6

3.7

3.8

3.9

41

For the avoidance of doubt, Actual Spend shall not include any amounts relating to any spend
agreed and contracted for between Post Office and Fujitsu Services on an ad hoc, time and
materials basis, save for where such spend forms part of Programme Spend.

On a six-monthly basis, within the appropriate commercial governance forum, the parties shall
review Actual Spend to date and the Committed Spend in accordance with Annex I to this
Schedule I] (Revenue Switch Mechanism). Notwithstanding any such review of Actual
Spend, Post Office’s success in procuring Additional Services to meet the requirements of
paragraph 3.1 shall only be finally assessed at the end of the Commitment Period.

No later than 3 months prior to the start of the final 12-month period of the Commitment
Period, Post Office and Fujitsu Services shall meet at an executive level to assess whether
Actual Spend is likely to meet Committed Spend by the end of the Committed Period and
agree any relevant actions that may be required.

In the event that at the end of the Commitment Period the Actual Spend does not exceed the
Committed Spend, the matter shall be escalated between the parties to the appropriate
governance forum involving attendees at the most senior level for both Post Office and Fujitsu
Services for consideration and agreement as to any relevant actions that may be required to
bridge the gap between the Actual Spend and Committed Spend. If following such escalation,
no resolution is agreed between the parties within 30 days from the date of such escalation,
Fujitsu Services shall have the right to invoice the Post Office for the difference between the
Committed Spend and the Actual Spend and the Post Office shall pay that invoiced amount
in accordance with the payment timescales set out within Schedule D2 (Ordering, Invoicing
and Payment).

There may be circumstances where Fujitsu Services chooses not to bid for a new service
(including, but not limited to, where the required service is predominantly for pass-through
third party goods or services). To the extent that the parties agree that it would make strategic
sense for Fujitsu Services to provide these new services the parties shall, acting reasonably,
agree the extent to which the spend on such new services shall be included within Actual
Spend. By way of example, this may involve splitting the new services into multiple CTs or
service lines to isolate the pass-through costs from spend on Fujitsu Services’ resources.

WORKED EXAMPLES

Annex 2 contains various worked examples of the operation of this Schedule I] (Revenue
Switch Mechanism).

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ANNEX 1

Key Principles for Review Process

Part A— Committed Spend Review

1. The Parties agree that the Committed Spend will be reviewed and revised, using the
mechanisms in the Agreement, for the purposes of tracking Actual Spend at the end of the
Commitment Period against the Committed Spend.

Part B - Tracking Actual Spend and Forecast

1. For the purposes of Paragraph 3.6 of this Schedule I] (Revenue Switch Mechanism) the first
review shall take place before 31 May, 2018.

2. Each review shall:

a. agree the values to be included in the Actual Spend in terms of each of the categories
detailed in paragraph 2.2 of this Schedule I] (Revenue Switch Mechanism); and

b. escalate any unresolved items to the executive governance forum.

3. The parties shall record in the minutes of the executive governance forum the agreed Actual
Spend total for each review period.

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ANNEX 2
Worked Examples
Example 1

In Year X the Committed Spend for the period is £31m including indexation adjustment for BAU and
Test Rigs, and £7.5m for Trinity projects. Through Everest the projected spend is as follows:

1. Horizon Agreement for year x has Operational Services (BAU)
a. fixed price component of £15m
b. variable price estimate of £12m
2. DDS and Core teams has
a. Fixed price of £4m
b. DDS capacity order for the year is £5m for 100 sprint resource units
3. Belfast Migration spend is forecast to be £5m
4. During the year the DDS through governance the following changes are made
a. Capacity reduced and used to 90 sprint resource units

b. POL orders 50 days call off consultancy to support as hoc requirements of which 30
days are used

c. Changes to Belfast solution which simplifies the migration and reduces spend by £1m

d. Additional resources are required from Japan for Belfast Migration and ordered on a
time and material (T&M) basis at an estimated cost of £500k.

5. Consumed resource units for the year are
a. BAU variable £12.5m
b. DDS Resource Units £ 4.5m
c. Belfast main contract £ 4.0m
d. Belfast Japan £ 0.3m
The annual review would therefore confirm the following:

6. Committed Spend for the year is

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a. BAU & Test Rigs £31.0
b. Trinity projects £75
£38.5m
7. Actual Spend for the purposes of calculation are
a. BAU fixed £15.0
b. BAU Variable £12.5
c. DDS & Core Fixed £ 4.0
d. DDS Resource Units £ 4.5
e. Programme Spend £43

£39.5m

Notes to accompany worked example 1:

(J The Belfast Japan time and material charges are included in the Actual Spend because all of
Belfast Migration is included in the definition of Programme Spend. Accommodation and agree
travel expenses would not be included in the Actual Spend.

O Notwithstanding paragraph 3.6 of Schedule I] (Revenue Switch Mechanism), although reviewed
on a sixth monthly basis for convenience, the ultimate assessment of whether Actual Spend
exceeds the Committed Spend shall be undertaken at the end of the Commitment Period and
accordingly there is no consequence should Actual Spend fail to exceed Committed Spend in
respect of any given year.

Example 2
The scenario is as per Example I with the following additions.

1. Post Office awards a new Service to Fujitsu Services under the Agreement of an estimated
£1m per annum starting at the beginning of year x, priced 100% on a variable Resource Unit
cost of £500.

2. Post Office places multiple CTs during the year of £3m on a T&M basis.

3. Post Office places new project (Project Calculus) with Fujitsu Services at the start of the year
for £2m for a specified mix of skills. Project Calculus is outside of the definition of
Programme Spend. This is placed as follows

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a. £1.5m for fixed capacity order billed on T&M basis
b. £0.5m as a capped T&M.
4. At the year end the utilisation was
a. New Service Resource Units is 1800 = £0.9m
b. Project Calculus capacity (increased through governance) £1.6m
¢. Project Calculus T&M £0.3m

5. The impact on the Actual Spend for calculation purposes is

a. Existing Actual Spend as per example 1 £39.5m
b. Service Resource Units £ 0.9m
¢. Project Calculus (capacity CT only) £ 1.6m

£42.0m

Notes to accompany worked example 2:

Project Calculus charges can only be included in the Actual Spend when it is ordered within the
definition of Committed Development Services (i.e. only those ordered under the CT for
capacity). The time and material charges are excluded in the Actual Spend because the
Development Services ordered by Post Office do not qualify as Additional Services as defined
above. In summary:

 Alltime and material resource under Programme Spend as defined in 2.6 above are
included in Actual Spend (example 1 — Belfast Japan).
(© Other time and material charges not invoiced under a capacity CT are excluded from

Actual Spend.

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ANNEX 3
Initial Calculation of Committed Spend
2017/18 2018/19 2019/20 2020/21 2021/22 2022/23 Total
£m £m £m £m £m £m £m
FO Run 25.0 26.0 26.7 273 27.6 27.6 160.3
Invest to Save Credit 15 08 1 14 16 20 8.4
Total FO Run Incl. 128 Credit 23.4 25.2 25.6 26.0 26.4 25.6 151.9
Core Team 28 29 3.0 3.4 3.4 3.4 18.0
Horizon Tech Refresh . - 8.0 8.2 : > 16.2
IP Licensing . - - - - 10.0 10.0
Invest to Save 3.9 0.0 00 - - - 3.9
Total (excl. Test Rigs) 30.1 28.1 36.6 37.2 29.2 38.7 200.0
HNG-X Test Infrastructure 23 23 4.0 1.0 1.0 1.0 8.7
Total (Incl. Test Rigs) 32.5 30.4 37.6 38.2 30.2 39.8 208.6

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Committed Spend = £208.6m for full term of the Horizon Agreement, calculated as at 1 April 2021

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Schedule 12

Variabilisation Framework

1. VARIABILISATION APPROACH

Ll Variabilisation Principles

Ld

"Variabilisation” refers to the process of changing the pricing model for
the Services to a consumption-based, demand-driven charging
mechanism, including through evolution of the application support,
service management and reporting Services to underpin the move to
demand-driven charges through a revision of technology and to support
Post Office’s future business strategy.

The baseline for the purposes of assessing the success of Variabilisation
is the total 2017/18 Service Charges for the Operational Services plus
HNG-X Test Infrastructure, being £27.24m (the “Baseline”) (established
in accordance with Annex 1).

Through following the process of Variabilisation as described within this
Schedule, the parties aim to move Operational Services plus HNG-X Test
Infrastructure, the Charges for which represent, during 2017/18, at least
50% of the Baseline, to a consumption-based or demand-driven charging
mechanism (the “Variabilisation Goal’).

The parties will aim to achieve the Variabilisation Goal through an open
and transparent joint process. Variabilisation shall be completed by 31
March 2020 (“Variabilisation Completion”).

The parties will, through the relevant joint governance forums, agree a
rolling six-monthly plan, detailing the intended Variabilisation activities
to be undertaken by the parties during such period.

The achieved percentage of Variabilised Services (defined below) as
against the Variabilisation Goal shall be regularly assessed by the parties
within the relevant governance forum and ultimately upon Variabilisation
Completion. A worked example of how this achieved percentage is
calculated is included at Annex 2 of this Schedule 12 (Variabilisation
Framework).

Where any Variabilised Service is charged on the basis of consumption
but for reasons of service continuity, protection, financial reasons or

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otherwise, Post Office agrees to a minimum quantity of consumed units,
the entire spend on such Variabilised Service shall be considered
“variable” for the purposes of assessing the achieved percentage of
Variabilised Services against the Variabilisation Goal.

12 Variabilisation Framework and Candidates

1.2.1

Within this Schedule, a “Resource Unit” shall refer to any unit of
consumption for an element of a Variabilised Service as may be agreed
between the parties.

Certain elements of the Services may be provided on the basis of specific
activities and responsibilities which are Variabilised such that the
consumption of such elements by Post Office is measured on a Resource
Unit basis. The provision of such Variabilised Services shall be
undertaken on the basis of this Schedule I2 (the "Variabilisation
Framework"). Together, those elements of the Services delivered on a
Variabilised bi
"Variabilised Services".

is under this Variabilisation Framework shall be the

As part of Variabilisation, the parties shall jointly identify candidate
elements of the Services to be delivered as a Variabi

d Service (each
being a "Variabilisation Candidate"). Each Variabilisation Candidate
shall be described in writing, with such written proposal to include:

1.2.3.1 a summary of the Variabilisation Candidate;

1.2.3.2 details of the specific Services that are within the scope of
such Variabilisation Candidate (including describing in
appropriate detail the changes proposed to the existing
Services);

1.2.3.3 any transition or implementation activities that may be
required to deliver the Variabilised Service (including any
proposed charges relating to the same);

1.2.3.4 details of the underlying Resource Unit by which the
Variabilisation Candidate shall be charged to Post Office
(with such Resource Unit meeting the characteristics set out
within paragraph 1.3 below); and

1.2.3.5 a pricing proposal for the underlying Resource Unit for the
Variabilisation Candidate.

Each party shall provide the other with reasonable support and assistance
as may be required to establish and document each Variabilisation

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Candidate. This may include appropriate workshops and other assistance
with discovery and establishment of appropriate Resource Units.

1.2.5 Where the parties agree a Variabilisation Candidate, the Parties shall
document in writing such Variabilisation Candidate through the execution
of a CCN (each a “Variabilisation CCN”). For the avoidance of doubt:

1.2.5.1

1.2.5.2

each Variabilisation CCN shall include: (i) all relevant
changes to the Services; (ii) all relevant changes to the
provisions of this Agreement relating to the Charges for the
Services to include the agreed charge per Resource Unit and
other associated Resource Unit details relating to the
Variabilisation Candidate; and (iii) any other required
changes to the Agreement; and

where a Variabilisation Candidate requires transition or
implementation activities in order to deliver the Variabilised
Services, the parties will execute an appropriate CT where
necessary.

1.2.6 The parties acknowledge that:

1.2.6.1

1.2.6.2

1.2.6.3

standard commodity-based services provided by Fujitsu
Services may meet the requirements of Variabilisation using
the standard pricing mechanisms for such services;

not all elements of the Services or components of the pricing
mechanism may be suitable to move to a demand-driven
model; and

protection and surety of the Horizon system may require a
form of minimum consumption commitment from Post
Office to enable Fujitsu Services to meet the service levels
and obligations in this Agreement, both current and as may
be varied. Notwithstanding this, such minimum commitment
should be with reference to a minimum number of Resource
Units, rather than minimum spend.

13 Resource Unit Characteristics

All Resource Units will have the following characteristics:

1.3.1 consumable on a variable basis by Post Office based on actual demand;

1.3.2 sufficiently granular so as to be truly flexible such that the number of
resource units consumed changes meaningfully with an increase or

decrease in consumption (for example, if Post Office requires an activity

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to be performed by Fujitsu Services 100 times, a Resource Unit for the
single activity, with the task charged as 100 Resource Units, would meet
this requirement, whereas a Resource Unit for the activity to be performed
100 times, with the task charged as 1 Resource Unit, would not);

capable of tangible, individual and objective measurement;

wherever possible, aligned with an industry-standard definition of the
applicable Resource Unit;

individually priced with a clear and objective adjustment mechanism for
changes in consumption; and

accompanied by clear, agreed factors which qualify an activity as meeting
any size qualification which may apply to the Resource Unit (for example,
the factors that establish the Resource Unit as being "small" or "large" or
“simple” or “complex”).

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Annex 1

Baseline Figure

FO Run 24.90
Test Rigs 2.34
Total 27.24

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Annex 2

Worked Examples

Calculation of like-for-like service charges

The following hypothetical example assumes that all transitional programmes have
completed across each Service line. The revised split of operational costs are as follows:

1. Data Centre Operations and Central Networks - calculated on a like for like basis within
the Pivot to Cloud project

a. Fixed price element £4.0m
b. Minimum Resource Unit value £2.0m
c. Like for like other variable Resource Units £1.5m

d. Total £7.5m

2. Third and Fourth line support (excluding any impact of creating of OpEx to Capex)

a. Fixed price element £3.5m.

b. Minimum Resource Unit value £2.0m
c. Like for Like variable Resource Units £2.8m
d. Total £8.3m

3. Service & Security Management (£6.5m)

a. Fixed price element £3.0m
b. Like for like variable Resource Units £2.8m
c. Total £5.8m

4. Test Rigs

a. Fixed Price Element £0.5m
b. Minimum Resource Units £1.8m
c. Total £2.3m

5. Summing the above totals, the total cost of like for like Operational Services and HNG-
X Test Infrastructure post-Variabilisation is therefore £23.9m

Calculation of achieved Variabilisation percentage is as follows:

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6. Minimum Resource Units and variable Resource Units

a. Data Centre Ops and Central Networks £3.5m
b. Third and Fourth Line Support £4.8m
c. Service & Security Management £2.8m
d. Test Rigs £1.8m
e. Total charges from variable Resource Units £12.9m

7. Variabilisation Achieved
a. £12.9m of the total £23.9m is charged on a variable basis

b. The Variabilisation achieved is therefore 12.9 / 23.9 = 54%.

Note to accompany the Worked Examples:

The approach adopted above is to base the calculation on a like for like service obligations.
Thus in the example the numbers reflect a hypothetical saving as a result of the revised
operating model and new technology. This equates to baseline number pre-variabilisation
of £3.34m.

For the purposes of this illustrative example a hypothetical split of Operational Charges has
been used.

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SCHEDULE [2

Application Support and Maintenance

I ate. omments
13.0 Added as per CCN1642

14.0 20/12/2021 Updated as per CCN1649, CCN1700 and
moving all Schedules to v14.0

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SCHEDULE 12
APPLICATION SUPPORT AND MAINTENANCE
Schedule 12.1
Service Description

The parties shall review the contents of CCDs SVM/SDM/SD/0004 and SVM/SDM/SD/0005
(and the relevant provisions relating to the Reference Data Management Service described
within SVM/SDM/SD/0013) and agree a revised Service Description for Application Support
and Maintenance services. The parties shall seek to agree such revised service description
and document the same via a CCN no later than 14 August 2018 (“Revised ASM Service’).

The following provisions shall apply from 1 July 2018 up to 31% March 2023.

1. Interim ASM Service Model
In the interim period and until such subsequent CCN is agreed, the parties agree that
Fujitsu Services shall deliver the Applications Support and Maintenance (ASM)
Service in accordance with the Service Descriptions SVM/SDM/SD/0004 and
SVM/SDM/SD/0005 (and the relevant provisions relating to the Reference Data
Management Service described within SVM/SDM/SD/0013) in respect of which the
resources provided as part of ASM undertake this work (the charges for which are
set out in Annex B (Operational Charges Table, under the Reference Data
Management Service row) to Schedule D1 (Charges)) (“Existing CCDs”), but with the
following changes applied as set out within the remaining provisions of this Schedule
12.

1.1 Post Office and Fujitsu Services will create a mandatory Business Impact Forum
(‘BIF”) as a weekly meeting which will have as its agenda and the Terms of Reference
the items set out in Appendix A to this Schedule.

1.2 The parties shall review the contents of Appendix A and shall agree any required
updates together with amended meeting attendees and terms of reference for the BIF.
Until such time as the formal BIF meeting is superseded by a CCN, these provisions
shall continue to apply.

1.3 Fujitsu Services will receive all Incidents with respect to Business Capabilities and
Support Facilities and associated POL Service Types (regardless of Severity Level)
from the Post Office third party service integrator.

1.4 Where a Problem exists as a result of an Incident, all Severity 1 and 2 Problems will
be managed in accordance with the Existing CCDs but with respect to Problems
relating to Severity 3 or 4 Fujitsu Services shall notify the Post Office and gain its
consent to fix the Problem. Post Office shall provide its consent or rejection to such
fix within [2] business days following a BIF meeting. The Demand Planning Forum will
then prioritise the fix and schedule a suitable timeframe for the fix.

1.5 Notwithstanding paragraph 1.4, where Fujitsu Services reasonably determines that a
Severity level has been wrongly allocated (for example a Severity 3 should have been

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a Severity 1 or Severity 2), Fujitsu Services shall be entitled to fix that Problem and
Fujitsu Services shall inform Post Office of this fact at the next BIF.

1.6 Fujitsu Services will seek to identify trends in Incidents calls which have been caused
as a result of a known Problem. In the event that, despite the Post Office having
previously requested that the Problem is not to be fixed, Fujitsu Services has identified
that the Problem has caused one or more further Incidents to be raised, which causes
Fujitsu Services to incur costs or otherwise negates the business case for the previous
decision not to fix the same, Fujitsu Services shall be entitled to escalate the matter to
the Service Director or the Group CIO to gain approval to complete the fix.

1.7 All Incidents shall be managed in accordance with the ASM Service. Where the ASM
Service identifies that the Problem associated with an Incident relates to a Product as
defined in Schedule 13 (Digital Development Services) then the resolution of the
Problem shall be passed to the DDS Standing Platform Team as a resolver group. For
the avoidance of doubt whilst the ASM Service shall be responsible for management
of the Incident and associated Problem the responsibilities for resolution remains
within the DDS Standing Platform Team.

Fujitsu Services and Post Office will work collaboratively together to minimise any
impacts to the delivery of the service. These include assessing the Post Office
Responsibilities set out in Appendix B. Where there is a material impact to the service a
service improvement / initiative will be incepted, and the matter shall be escalated to the
Service Director or the Group CIO. The contents of Appendix B shall be reviewed
annually and updated accordingly.

Definitions

ASM

Means Application Support and Maintenance

Capital Projects

means any work agreed by the parties which can be undertaken by
spare Development Capacity Resources, in respect to which Post
Office can be capitalised

Development
Capacity Resources

means the Fujitsu Services resources undertaking ASM which the
parties have agreed should be assigned to undertake Capital
Projects.

Known
(KEL)

Error Log

means a single electronic record maintained by Fujitsu Services
which records details of known errors and specifying workarounds
and “Known” errors shall be construed accordingly

Minimum — Evidence
Set

documentation required in order for Fujitsu Services to support the
Incident, as agreed from time to time between the parties

Problem a Problem is an application related issue being the root cause of one
or many Incidents
Incident an unplanned interruption to Business Capabilities and Support

Facilities and associated POL Service Types or failure of a
component of any of the above.

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Appendix A
Business Impact Forum
Objectives

The purpose of the forum is to:

Decide upon the severity/business impact and priority of Problems (and decide whether a fix is
to be made).

Assess the cost to fix Problems being development costs, test costs release and
implementation costs.

Assess the impact of deployment considering how soon does it need to be deployed and
whether it needs to be prioritised.

Assess the overall impact to the release (i.e., timeframes, cost, quality) that will be assigned to
deliver the fix of the Problem as part of the scope of its deliverables.

Assess the risk to the success and business objectives of the release that will deliver the fix to
the live environment.

Assess whether a workaround, if acceptable i.e. not compromising the integrity, availability and
security of Horizon, is a more cost effective solution than the actual fix.

Liaise with the Demand Planning Forum to schedule any approved fixes.

Terms of Reference

The Business Impact Forum (BIF) convenes primarily to agree whether a Problem must be
fixed or a workaround can be a feasible solution.

Problems routed to BIF or Demand Planning Forum needs an action placed on it.

The BIF is a joint Governance forum comprising representatives from Post Office and Fujitsu
Services. The frequency of BIF is weekly.

An agenda including the list of Problems to be discussed will be sent with a calendar invite
before the set meeting date.

Minutes capturing BIF decision and actions will be distributed after the meeting.

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Appendix B
Post Office Responsibilities

The following list are examples of the Post Office Responsibilities which will support Fujitsu
Services in freeing up Development Capacity Resource and help realise the optimisation
and cost savings initiatives. This list shall be reviewed annually to add or remove as
appropriate. Any issues relating to these or any other issues which are affecting ASM will be
raised within the Service Review meeting.

Post Office shall:

1.

ensure the Post Office third party service integrator understands the ASM Service
boundary described in Annex 1, to help ensure that only ASM Service Incidents that
Post Office requires Fujitsu Services to resolve are passed to ASM Service;

ensure that its Branch Post Masters conform to their process obligations with respect
to the Track and Trace Despatch Report;

provide Fujitsu Services with the specifications of the Branch infrastructure;

manage the Post Office third party service integrator such that processes agreed within
this ASM Service Service Description are maintained;

ensure the Post Office third party service integrator provides information relating to
each Incident as defined in the Minimum Evidence Set to Fujitsu Services in a timely
manner (relevant to the associated severity of the Incident) when requested and
determined by Fujitsu Services as reasonably necessary, to facilitate the Incident
resolution;

provide sufficiently skilled resources who can attend the BIF and who are empowered
to make decisions as to whether such Incidents or Problems should be resolved;

respond to Fujitsu Services’ requests for additional information on unresolved
Incidents within 2 business days of request, otherwise the Incident will be returned to
the Post Office third party service integrator and any Incident Management SLTs shall
not apply until such time as the information has been provided;

agree to formally document in a Known Error Log (KEL), where Post Office has
decided not to proceed with a fix for any Incident or Problem and to share such
document with the Post Office third party service integrator to ensure that it does not
raise any further Incidents relating to the same issue to Fujitsu Services;

to ensure any third party products in respect of which Post Office owns the licence
(and any related support agreements) and which are used by Fujitsu Services to
deliver the ASM Service, remain in place;

. ensure that commentary and evidential data relating to Incidents can be automatically

transferred between the Post Office third party service integrator and Fujitsu Services’
ASM Incident management systems via the current Incident Management tool used by
the parties;

. ensure that any new or updated KEL, communicated by Fujitsu Services via an email

to the Post Office third party service integrator is updated on the Post Office third party

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service integrator systems within a reasonable timescale depending upon the Severity
of the Problem following receipt by the Post Office third party service integrator;

. ensure that the ownership and management of all Incidents remains with the Post

Office third party service integrator. The Post Office third party service integrator will
own the interface with Users and be responsible for all communication with that User;

. manage all Post Office third party application providers to which the ASM Service

interfaces, obliging such third parties to respond to Fujitsu Services in a timely manner
(relevant to the associated severity of the Incident) where Fujitsu Services reasonably
considers that an Incident is related to that third party application interface, otherwise
the Incident will be returned to the Post Office third party service integrator and any
Incident Management SLTs shall not apply until such time as the information has been
provided;

. permit all ASM resources to access both application code, configuration details and

application data sets as strictly necessary to provide the ASM Services by agreeing
which ASM resources will be permitted under the PCI security controls;

. maintain the Service Management Service, Management Information Service, Security

Management Service and the ongoing provision of the HNG-X Test Infrastructure (until
a new cloud platform is available), as this ASM Service depends on such Services and
Infrastructure being in place; and

. provision of a representative test system which simulates the live Operational Service

available to the Incident Service (described above) to allow the reproduction of
Incidents (that can be replicated) and the testing of workarounds.

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14

1.2

2.2

2.3

24

Schedule 12.2

ASM Charges and Commercial Provisions

CHARGES

The Charges for the Application Support and Maintenance Services (subject to the
Committed Savings set forth within paragraph 2 below) are as set out within Schedule
D1.

The following provisions apply to the current ASM Charges:

1.2.1. the impact of the Invest to Save Credit and the Trinity Credit will be managed
as part of the overall monthly invoicing for the Operational Charges and is
excluded from the above values;

1.2.2 the Restructuring Charges and Committed Savings (each as defined below)
shall be applied in addition to the Charges;

1.2.3. the Charges are subject to the indexation provisions set out in Schedule D1;
and

1.2.4 will be invoiced in accordance with Schedule D2 paragraph 6.

COMMITTED SAVINGS

In consideration for Post Office agreeing to pay the Restructuring Charges (as
defined below) in addition to the Charges referred to in paragraph 1.1, above, Fujitsu
Services shall restructure the Application Support and Maintenance Service,
including through:

2.1.1 design and implementation of organisational structural changes;
2.1.2 ways of working process changes,

in order to transition to and deliver a set of revised Application Support and
Maintenance service over a 2 year period.

The Committed Savings shall apply to the Charges with effect from 1 April 2018 until
318' March 2023.

The “Restructuring Charges” shall be as follows:

Date of I 30 September 2018 I 30 June 2019
Payment

Charge £2,000,000 £1,000,000

The “Committed Savings” shall be as follows:

Year 2018/19 2019/20 2020/21 2021/22 2022/23

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3.2

3.3

3.4
3.5
3.6

Saving -£1,500,000 I -£1,500,000 I -£1,000,000 I -£1,000,000 I -£1,000,000

OPTIMISING DEVELOPMENT CAPACITY RESOURCE

Fujitsu Services will make available up to £3,000,000 per annum up until 31°t March
2023 (as amended through the allocation of the Invest to Save Credit) of Application
Support (Fourth Line) resource capacity (‘Development Capacity Resource”) which
can be utilised to deliver capital value projects (each a “Capital Project”) as well as
the additional resources outlined in the table below (together the “ASM Support
Package”):

Activity Capped Amount per
month
Development Capacity Resource £160,000
Architecture £50,000
Project Management £20,000
SV&lI Testers £20,000

The figures outlined above shall be the maximum monthly amount Post Office can
benefit from under the ASM Support Package by resource type; any overspend in
any month for any resource type shall be charged on a time and materials basis for
that billing period using the Rate Card. Fujitsu Services will advise Post Office
promptly in writing when they have reached 80% of this total capped monthly
allowance by resource type. The additional resources in the ASM Support Package
(Architecture, Project Management and SV&l Testers) cannot be utilised to deliver
Capital Projects outside of changes to the Horizon application. The ASM Support
Package shall not be used to deliver anything under the Digital Development
Services.

The parties shall cooperate to optimise the use of the Development Capacity
Resource capacity and such use shall be through

3.2.1. The Parties identifying, and Fujitsu Services managing and delivering a
Capital Project which requires no additional resources other than the
Development Capacity Resource and the additional resources identified
under the ASM Support Package and the available resource capacity has
the requisite skills and experience available for the specific requirements of
the Capital Project at the time of request; or

3.2.2 The process described in paragraph 3.8 below

Spare capacity and any of the ASM Support Package not used in a particular month
will not be carried over from a previous month.

Not Used
Not Used
Not Used

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3.7 Not Used
3.8 Upon receipt of a request for a Capital Project, Fujitsu Services shall, triage the

3.9

3.12

3.13

3.14

requirement in accordance with the CWO process currently in place in order to
determine the required resource profile and availability of appropriately skilled
resources to be allocated to the project, taking into account current Service Incidents
and Problems and resource requirements for existing Capital Projects.

The Change Work Order for the requested Capital Project will include the estimated
number of days which are intended to be delivered by the ASM Support Package,
and which additional resources will need to be funded (if any). For CWOs where no
additional resources outside of the Development Capacity Resource are required, the
value of the CWO will be shown as Zero. For CWOs where some additional resource
is needed, the CWO will provide an approximate, estimated split (expressed as a
resource break down) between the resources to be provided from the Development
Capacity Resource and other resources for the purposes of calculating an
estimate. Fujitsu Services will not however subsequently invoice for the resources
that makes up the ASM Support Package unless the maximum caps detailed in
Paragraph 3.1 are achieved.

A monthly report will be provided detailing the number of days of resource used under
the ASM Support Package per grade that has been consumed by agreed fixes,
CWOs or otherwise by Capital Projects to date. This monthly breakdown of effort
used on each CWO within each pot under the ASM Support Package will be provided
in order for Post Office to cross charge to the relevant projects.

Post Office will raise a purchase order for the full CWO value irrespective of any split
between the ASM pot and T&M except in relation to any Development Capacity
resource estimates.

The parties will attend weekly meetings to review the forward forecast, with the aim
of maintaining a view of the next quarter's demand. Any impediments to mutual
progress and the priority level of activities will be raised in this meeting. The Parties
may agree, where the forecast does not provide sufficient Capital Projects to meet
the ASM Support Package capped amounts provided in Paragraph 3.1 above, to use
the Development Capacity Resource to undertake additional agreed activities where
no other resources are required, either in the absence of, or prior to, signature of a
CWO. This resource shall be tracked by a spreadsheet managed by Fujitsu Services.

Fujitsu Services will provide a rolling forecast of the following 12 months for all Capital
Projects that are in progress, reflecting the expected resource profile for all agreed
and signed CWOs. The forecast of unsigned CWOs will be evenly spread over the
estimated period of delivery.

Fujitsu Services shall track and report on utilisation of the ASM Support Package.
The cost of undertaking this activity shall be deducted from the Project Management
capped amount per month detailed in paragraph 3.1. The Project Management
capped amount shall therefore be reduced by £3,360 per month.

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Version History

SCHEDULE 13

Digital Development Services

I Version No.

Added as per CCN1643

20/12/2021 Updated as per CCN1667a, CCN1669a, CCN1670a,
CCN1675, CCN1700 and moving all Schedules to
v14.0

14

1.2

1.3

1.4

SCHEDULE 13
DIGITAL DEVELOPMENT SERVICES

BACKGROUND

Paragraph 10 of the MOU outlined the parties’ intention to agree a structure and
process required for Fujitsu Services to establish a Fujitsu Services-led agile software
delivery capability (the “Digital Development Services” or “DDS”), including:

1.1.1. the contractual mechanism for incorporating the new delivery capability into
the Agreement;

1.1.2 the financial charging mechanism;

1.1.3 the roles, responsibilities and dependencies required for Fujitsu Services to
lead the agile teams;

1.1.4 the size and scope of the teams; and
1.1.5 the mechanisms and processes required to manage the developments.

Accordingly this Schedule 13 (Digital Development Services) sets out the structure
and process by which Fujitsu Services shall provide, and the Post Office shall
consume, Digital Development Services.

For clarity where the parties agree to use the DDS in order to develop Software the
provisions relating to Development Services within Schedule B1.1 (Development
Services) shall not apply.

The provision of this Schedule 13 shall apply until 31st March 2023, after which the
Digital Development Services shall expire.

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2. DEFINITIONS

The following terms shall have the corresponding meanings for the purposes of this
Schedule 13 (Digital Development Services):

Acceptance means, in respect of any Sprint Requirement, that the Sprint
Functionality meets: (i) its Acceptance Criteria; and (ii) the relevant Definition of Done
in accordance with the provisions of paragraph 1.25 of Appendix 1 (Agile
Methodology), and “Accepted” shall be construed accordingly;

Acceptance Criteria means, in respect of any Sprint Requirement, the acceptance
criteria that shall be applied to the relevant Sprint Functionality;

Acceptance Tests means, in respect of any Sprint Requirement, the tests to be run
to determine whether the relevant Sprint Functionality complies with the relevant
Acceptance Criteria and the expected results of those tests;

Agile Methodology means the processes and standards set out in or referred to by
paragraph 9;

Agreed Metrics means the metrics referred to in Part 2 of Appendix 4 (Governance);

Business Case means, in respect of each Product, a document created by Post
Office in accordance with its internal processes and requirements that builds upon
the Product Vision and, amongst other things, sets out the expected: (i) investment
required for creating the Product; (ii) tangible and intangible benefits; and (iii) financial
return on investment;

Collaboration Technology means compatible audio and video conferencing
facilities between the Post Office and Fujitsu Services with the ability to share
screens;

Daily Stand Up means a meeting of the Sprint Team on each Business Day during
the DDS Term (except during any period of leave agreed by the parties) to discuss:
(i) tasks completed on the previous Business Day; (ii) tasks to be completed on the
current Business Day; and (iii) any impediments potentially affecting attainment of the
Sprint Requirements;

DDS Commencement Date means 1 August 2018;
DDS Rate Card means the rate card set out in Appendix 5 (DDS Charges);

DDS Service Review means the meeting described under the heading DDS Service
Review in Part 1 of Appendix 4 (Governance);

DDS Term means the period of time from the DDS Commencement Date until 31
March 2023;

DDS Tools means the tools listed in Appendix 6 (Tools), together with any other tools
required for delivery of the DDS as agreed between the parties and specified in the
Product Overview Document;

Definition of Done means, in respect of any Sprint Requirement, the criteria set out
in Appendix 2 (Definition of Done) as well as any additional specific criteria agreed

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by the parties that must be successfully met for the specific Sprint Functionality to be
considered complete;

Definition of Ready has the meaning given in paragraph 1.11 of Appendix 1 (Agile
Methodology);

Delivered Sprint Requirement means a Sprint Requirement that is Accepted;

Demand Forecast means the overall forecast of demand for the Digital Development
Services, including details of all Products within scope of DDS;

Digital Demand Forecasting Board means the meeting described under the
heading Digital Demand Forecasting Board in Part 1 of Appendix 4 (Governance);

Disrupted Sprint has the meaning given in paragraph 11.4;

Estimating Methodology means the agile methodology used for the purposes of
sizing User Stories and allocating an appropriate number of Story Points, as agreed
between the parties;

MOU means the memorandum of understanding between Post Office and Fujitsu
Services dated 16 November 2017;

Participants means those persons referred to in Appendix 3;
Per Sprint Story Point Allocation means one hundred (100) Story Points;
Platform Standing Team has the meaning given in paragraph 3.5;

Post Office DDS Locations means the UK offices where any element of the DDS is
performed by Fujitsu Services, being: (i) 101 Finsbury Pavement, London, EC2A
1RS; (ii) Finsbury Dials, 20 Finsbury Street, London, EC2Y 9AQ; and (iii) 4 Middle
Pavement, The Pavements, Chesterfield, S40 1PA;

Product means a software solution, or collection of software solutions with its own
Product Backlog, managed independently of any other Product;

Product Backlog has the meaning given in paragraph 1.7 of Appendix 1 (Agile
Methodology);

Product Initiation means the process by which the Product Delivery Manager and
the Product Owner agree the Product Overview Document;

Product Roadmap means the document created per Product which sets out the
roadmap for the Product including the Product Vision and the Release Plan and is
updated by the Product Delivery Manager regularly;

Product Delivery Manager has the meaning given in paragraph 5.4;

Product Overview Document means the summary of the Product Vision, the
architecture approach, the Release and Test Strategy, the intended service model
and the initial release roadmap for each Product;

Product Owner has the meaning given in paragraph 5.2;

Product Sponsor has the meaning given in paragraph 5.3;

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Product Vision means a document created by Post Office as an outline of the
Product, describing its goals, targeted benefits and overall focus;

Reference User Stories means the library of reference User Stories maintained by
Fujitsu Services and reviewed, and where necessary updated, quarterly, containing
example User Stories that have been sized and allocated a number of Story Points
in accordance with the Estimating Methodology, with each such User Story also
including narrative and description so as to set out the justification for the applicable
number of Story Points that were allocated and, following the applicable Sprint, the
number of Story Points actually required to complete such User Story;

Release means a collection of Delivered Sprint Requirements that have been
approved by the Product Owner for release into the live environment in accordance
with the Release and Test Strategy;

Release and Test Strategy means a document created by Post Office that sets out
the approach to testing and release for the particular Product in accordance with
Paragraph 8;

Release Plan means the planned schedule of releases for the Product to the live
environment;

Relief Event means a failure by Post Office to satisfy the relevant Sprint
Dependencies or Transition Dependencies;

Service Requirement means the document describing the nature and level of in-life
support that the Product will require once accepted into production within the Post
Office environment;

Software means the software to be developed under this Schedule 13 (Digital
Development Services);

Source Code means the source code of the Software to which it relates, in the
language in which the software was written, together with all related flowcharts and
technical documents, all of a level sufficient to enable the Post Office’s development
personnel to understand, develop and maintain that Software;

Sprint means a development cycle performed as part of the DDS;

Sprint Backlog has the meaning given in paragraph 1.13.1 of Appendix 1 (Agile
Methodology);

Sprint Closure Report means, in respect of each Sprint, the report to be created as
an output of the Sprint Retrospective Meeting which sets out the number of User
Stories completed in each Sprint as against the number of User Stories which were
proposed to be completed within the same Sprint, details of any Relief Events, and
any known reasons where the number of achieved User Stories is less than the
number of proposed User Stories in the same Sprint;

Sprint Dependencies means the dependencies listed in paragraph 12 and, in
respect of any specific Sprint, the dependencies agreed between the Product Owner
and the Product Delivery Manager prior to the commencement of such Sprint in
accordance with paragraph 1.14 of Appendix 1 (Agile Methodology);

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3.1

3.2

3.3

3.4

Sprint Functionality has the meaning given in paragraph 1.19 of Appendix 1 (Agile
Methodology);

Sprint Planning Meeting has the meaning given in paragraph 1.13 of Appendix 1
(Agile Methodology);

Sprint Requirement has the meaning given in paragraph 1.13.7 of Appendix 1 (Agile
Methodology);

Sprint Retrospective Meeting has the meaning given in paragraph 1.27 of Appendix
1 (Agile Methodology);

Sprint Review Meeting has the meaning given in paragraph 1.23 of Appendix 1
(Agile Methodology);

Sprint Team means the Participants in the Sprint (as described in paragraph 6.1)
and any replacements from time to time;

Standard Sprint Team Structure has the meaning given in paragraph 6.1;

Story Points means a unit of measurement of the effort required for completion of
each User Story to be estimated by the Sprint Team in accordance with the principles
in paragraphs 1.7 and 1.17 of Appendix 1 (Agile Methodology);

Transition Dependencies means any Post Office dependencies upon which the
successful completion of the transition activities set out within CT 2609 are
dependent, as explicitly identified within the CT 2609 as Post Office Dependencies;

Transition Period means the period of transition as set out in the CT 2609; and

User Story means a non-technical description of a development requirement of Post
Office, expressed as a high level outcome, including the intended operations,
functions, performance, non-functional requirements, service requirements and other
characteristics of the Software or part of the Software.

STRUCTURE OF THE SERVICE
The Oversight Roles

Each party will provide the oversight roles detailed in paragraph 4 to enable delivery
and operation of the DDS in accordance with this Schedule 13.

Where any of Fujitsu Services appointed oversight roles are agreed by the parties to
be provided from the Core Team, Fujitsu Services agrees that, notwithstanding
paragraph 14.2 of Annex 3 of Schedule A2 to the Agreement, Post Office shall not
be required to give three (3) months’ notice to Fujitsu Services in order to effect this
variation of the posts in the Core Team.

The Charges for the Fujitsu Services appointed oversight roles are detailed in
Appendix 5 (DDS Charges).

Product Roles

The Product Roles provide services to support individual Products which sit outside
of the Sprint Team structure, as more fully described in Appendix 3. The “Product
Roles’ will be made up of the following Participants and will, unless otherwise agreed

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3.5

3.6

3.7

3.8
3.9

44

4.2

during Product Initiation or subsequently during an annual review of the same for
each Product by the parties, require one of each of the following Participants per
Product:

3.4.1 Product Sponsor (Post Office role);

3.4.2 I Product Owner (Post Office role);

3.4.3. UX designer (Post Office role);

3.4.4 Product Delivery Manager (Fujitsu Services role); and

3.4.5 Solution Owner (Fujitsu Services role);

who shall have the responsibilities set out in Appendix 3 (Participants).
The Platform Standing Team

Fujitsu Services shall provide a “Platform Standing Team’, which shall provide an
overarching capability to manage the delivery of the DDS and shall provide the
following functions:

3.5.1 platform engineering;

3.5.2 environment and configuration engineering;
3.5.3. CI/CD automation engineering;

3.5.4 security engineering;

3.5.5 test automation engineering;

3.5.6 performance and availability engineering.

The Charges for the Platform Standing Team are detailed in Appendix 5 (DDS
Charges).

Sprint Teams

Sprint Teams shall be responsible for delivering Software that provides functionality
to fulfil User Stories under the DDS.

The make-up of a standard Sprint Team is detailed in paragraph 4 below.

Sprint Teams shall be ordered by Post Office in accordance with the process set forth
within Appendix 5 (DDS Charges).

The Charges for a standard Sprint Team are detailed in Appendix 5 (DDS Charges).

PARTICIPANTS AND THEIR RESPECTIVE ROLES
Post Office oversight roles

Post Office shall appoint a “Delivery Lead”. The Delivery Lead shall have the
responsibilities set out in Appendix 3 (Participants).

Post Office shall appoint a “Test Manager”. The Test Manager shall have the
responsibilities set out in Appendix 3 (Participants).

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4.3 Post Office shall utilise its existing release management process to carry out the
activities assigned to the Post Office obligation to provide a release manager, the
responsibilities for which are set out in Appendix 3 (Participants).

Fujitsu Services oversight roles

4.4 Fujitsu Services shall appoint a “DDS Lead”. The DDS Lead shall have the
responsibilities set out in Appendix 3 (Participants).

4.5 Fujitsu Services shall appoint an “Architect Owner”. The Architect Owner shall have
the responsibilities set out in Appendix 3 (Participants).

4.6 Fujitsu Services shall appoint a “Release Coordinator”. The Release Coordinator
shall have the responsibilities set out in Appendix 3 (Participants).

47 The parties may agree jointly to appoint an agile coach and where this is the case
the parties shall fund this resource between them with the precise allocation to be
agreed but based on the principle that both parties must derive benefit from this role
for both parties to share the resource costs.

Location

48 Post Office agrees that the individuals fulfilling the Standard Sprint Team roles may
be based in different locations, which may be geographically dispersed including
outside the UK, provided that Fujitsu Services:

4.8.1 where individuals are working within Fujitsu Services controlled premises,
provides the Sprint Team with Collaboration Technology that ensures that
individuals are able to work efficiently and effectively across such locations;
and

4.8.2 ensures that there is no compromise in quality of the Digital Development
Services where roles in the Sprint Team fulfilled by members of Fujitsu
Services personnel are delivering Digital Development Services from
outside the United Kingdom, and ensures that Post Office has access to
such members of Fujitsu Services personnel, including the ability to visit
them at the relevant Fujitsu Services premises, provided that reasonable
notice is provided by to Fujitsu Services by Post Office.

4.9 Where individuals are working within Post Office controlled premises, Post Office
shall provide the Sprint Team with Collaboration Technology that ensures that
individuals are able to work efficiently and effectively across such locations.

5. KEY PERSONNEL

5.1 The parties agree that the following roles shall be Key Personnel for the purposes of
Clause 41 of the Agreement:

5.1.1. Product Delivery Manager;
5.1.2 DDS Lead; and
5.1.3 Architect Owner.

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6.2

6.3

6.4

SPRINT TEAM STRUCTURE

The following shall be the standard structure for a Sprint Team (“Standard Sprint
Team Structure”):

6.1.1 1 ScrumMaster;

6.1.2 4 Developers;

6.1.3. 1 Tech Lead;

6.1.4 2 Test Analysts; and

6.1.5 1 Business Analyst,

each of which shall have the responsibilities set out within Appendix 3 (Participants).

The parties acknowledge and agree the benefit of standardisation and consistency in
the structure and delivery of the Digital Development Services. However, during the
Product Initiation phase or at any other time agreed by the Digital Demand
Forecasting Board (on at least 90 days’ prior notice), if, despite having acted
reasonably to seek to use the Standard Sprint Team Structure and standard size of
Sprint Team, Post Office and Fujitsu Services are unable to make use of such
Standard Sprint Team Structure, Post Office and Fujitsu Services may agree (or, in
exceptional circumstances only, where the Standard Sprint Team Structure and
standard size of Sprint Team cannot accommodate the Sprints intended for a Sprint
Team, Post Office may require):

6.2.1. an alternative structure for a Sprint Team for a given Product that differs from
the Standard Sprint Team Structure in which case the parties will agree upon
the allocated roles to be contained within that alternative or smaller Sprint
Team and consider any applicable necessary changes to the Per Sprint
Story Point Allocation accordingly, taking into consideration the composition
of the Sprint Team and increased (for example, due to improved
communication as a result of a smaller team) or decreased (for example, a
larger percentage of a smaller team providing management, rather than
development, functions) efficiencies introduced through the size of Sprint
Team;

6.2.2 an alternative, smaller size for a Sprint Team, in which case the parties will
agree upon the allocated roles to be contained within that alternative or
smaller Sprint Team and consider any applicable necessary changes to the
Per Sprint Story Point Allocation accordingly; or

6.2.3 to fill a Fujitsu Services appointed role in the given Sprint Team with a Post
Office individual (provided that the ScrumMaster and Tech Lead shall always
be filled by Fujitsu Services).

For clarity, the day to day management of the Sprint Team resides with Fujitsu
Services and Post Office shall ensure that any of the Sprint Participants who are Post
Office roles agree to accept management and direction by Fujitsu Services.

For each Sprint, Fujitsu Services shall ensure that the Fujitsu Services appointed
roles in the Standard Sprint Team Structure are filled by effectively trained individuals

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7.1

7.2

7.3

with the abilities, qualifications and experience necessary to meet the Sprint
Requirements. The parties acknowledge the continuity benefit of retaining the same
individuals in the appointed roles and therefore any changes will need to be managed
to minimise Sprint disruption. In particular, Fujitsu Services shall not change any
individual in the Fujitsu Services appointed roles without a valid, justifiable reason for
doing so, which it shall provide to Post Office in advance of the individual being
changed. Where the Sprint Requirements for a Sprint require particular skillsets,
Fujitsu Services may, in consultation with the Product Owner, vary the individuals in
the Fujitsu Services appointed roles for that Sprint in order to match such skillsets.

DEMAND FORECASTING
The Digital Demand Forecasting Board

Post Office shall be responsible for arranging and managing the Digital Demand
Forecasting Board which shall meet every 12 weeks during the DDS Term, and as
otherwise required. The Digital Demand Forecasting Board shall work with the Post
Office’s portfolio management processes to understand, assess and manage the
overall Demand Forecast. Should the Digital Demand Forecasting Board fail to meet
as scheduled, Fujitsu Services shall escalate the same to Post Office’s Group ClO
as a priority and the Digital Demand Forecasting Board shall urgently meet within 5
business days of such escalation.

The Digital Demand Forecasting Board shall be responsible for:

7.2.1 reviewing and registering new Products on the Demand Forecast by
assessing whether there is available capacity for these within the current
resources involved in the provision of DDS (as set out in Appendix 3);

7.2.2 agreeing the Sprint Team requirements and associated increase or
decrease in other resources as appropriate on a 90 day ordering block as
more fully described in Appendix 5;

7.2.3 shifting available capacity from one Product to another Product as forecast
demand flexes (including where Post Office requires urgent works on a
Product or otherwise wishes to prioritise or expedite a Product); and

7.2.4 allocating Sprint Teams to Product Owners and Product Delivery Managers/

The commercial mechanisms for ordering additional capacity or reducing a previous
commitment are set out in Appendix 5 to this Schedule 13.

The provisional attendees to the Digital Demand Forecasting Board are set out in
Appendix 4 (Governance).

PRODUCT INITIATION

Once the Product Vision and Business Case have been produced by the relevant
Product Sponsor and approved internally by Post Office, then where Post Office
requires Fujitsu Services to commence the delivery of the relevant Product it shall
commence Product Initiation. Product Initiation utilises the Product Vision and

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8.2

8.3

10.

11.

Business Case to deliver the pre-requisites and dependencies that are necessary
before development work can commence.

As part of Product Initiation, Fujitsu Services, with Post Office input, shall produce the
following key deliverables:

8.2.1 a Product Overview Document, which will contain the following components,
some of which will have been prepared by Post Office:

(a) a detailed Product Vision which has been prepared by the Product
Owner;
(b) an overview of the architectural approach, including an agreement

as to any elements of the Product which are Listed Rights (if known
at this stage);

(c) a Release and Test Strategy for the Product which itself has been
prepared by the Post Office; and

(d) the Service Requirements for supporting the Product once live; and
8.2.2 an initial Product Backlog.

In order to support Post Office to complete the Product Roadmap for the Product,
Fujitsu Services will perform the following activities:

8.3.1 provide support and expertise to the Product Owner to enable effective
planning;

8.3.2 analyse User Stories to provide advice on dependencies and pre-requisites
so that User Stories in the Product Backlog can be correctly prioritised and
sequenced;

8.3.3 provide advice on the size and complexity of each User Story to enable items
in the Product Backlog to be scheduled into available Sprints;

8.3.4 provide input to enable Product Backlog items to be identified as Planned
User Stories and/or Stretch User Stories; and

8.3.5 feed into the Digital Demand Forecasting board as necessary.

AGILE METHODOLOGY

Each party shall act in accordance with the provisions of Appendix 1 (Agile
Methodology).

PERFORMANCE METRICS

The parties shall comply with the terms of Appendix 4 (Governance) and Appendix 8
(Service Credit Mechanism).

RELIEF EVENTS AND DISRUPTED SPRINTS

To the extent that Fujitsu Services becomes aware that it may be unable to complete
a Sprint Requirement as the result of the occurrence of a Relief Event, Fujitsu shall:

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11.1.1 notify Post Office as soon as reasonably possible and at the next Daily
Stand-up; and

11.1.2 use its reasonable endeavours to mitigate the Relief Event (which may
include working on alternative User Stories within the Sprint Backlog).

11.2 Where Fujitsu Services is not able to sufficiently mitigate the Relief Event, the
affected Sprint Requirement(s) shall be removed from the relevant Sprint and the
matter shall be escalated to the ScrumMaster and Product Owner, who shall refer the
matter (with their recommendations) to the Delivery Lead and Product Delivery
Manager for resolution. The parties will agree the impact of the Relief Event on the
affected Sprint Requirement(s) upon the Sprint (including with regard to Appendix 8
(Service Credit Mechanism)).

11.3 Fujitsu Services shall not be liable for failing to complete a Sprint Requirement that
has been removed from a Sprint pursuant to paragraph 11.2, but shall still be required
to seek to complete the remainder of the Sprint Requirements in the relevant Sprint.

11.4 Where the Product Owner elects in respect of any given Sprint to cease such Sprint
or to make a material change to a Sprint prior to scheduled completion, and such
Sprint is thus ceased prior to scheduled completion, such Sprint shall be considered
a “Disrupted Sprint’.

11.5 Where a Priority 1 or Priority 2 incident occurs in respect of a given Product (as
determined by Post Office) and such incident is identified through the existing incident
management procedures as being within the remit of the Digital Development Service
as a resolver group, then (unless otherwise specified by Post Office), one or more of
the Sprint Teams for such Product (as directed by the DDS Lead) shall immediately
prioritise resolving such incident, irrespective of the current Sprint Backlog. The
occurrence of such Priority 1 or Priority 2 incident shall be considered a Relief Event
for the impacted Sprints.

12. CHARGES

12.1 In consideration for the provision of the Digital Development Services, Post Office
shall pay to Fujitsu Services the Charges set out in Appendix 5 (DDS Charges) (the
“DDS Charges’).

13. DEPENDENCIES
13.1 The following Post Office Dependencies shall apply to all Sprints:

13.1.1. Post Office shall provide Collaboration Technology in accordance with
paragraph 4.9 together with appropriate workspace for agile development at
the Post Office Locations;

13.1.2 Post Office shall obtain and shall maintain and adhere to the terms of all
necessary licences, consents, and permissions necessary for Fujitsu
Services, the Sprint Teams and the ScrumMaster to perform their respective
roles, responsibilities, obligations and duties under this agreement, provided
that Fujitsu Services have previously notified Post Office of these licences,
consents and permissions together with the relevant requirements;

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13.1.4

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Post Office shall ensure that all network connections and
telecommunications links reasonably required by Fujitsu Services in order to
provide the Digital Development Services comply with the relevant
specifications provided by Fujitsu Services from time to time;

For each Sprint, Post Office shall ensure that the Post Office appointed roles
in the Standard Sprint Team Structure are filled by effectively trained
individuals with the abilities, qualifications and experience reasonably
necessary to perform their respective obligations; and

Post Office shall provide the necessary development and test environments
needed for the parties to develop, test and implement the Software created
pursuant to the Digital Development Services.

14. LIABILITY

14.1 Notwithstanding Clause 44, the total aggregate liability of Fujitsu Services, whether
in contract, tort (including negligence) or otherwise for all Defaults arising under or in
connection with the Digital Development Services (including this Schedule 13), in any
given Financial Year, shall in no circumstances exceed the greater of (i) the Charges
for Digital Development Services paid or payable in or in respect of such Financial
Year; and (ii) £7,200,000 from 1st April 2018 until 31st March 2020 and £4,358,400
from 1st April 2020 to 31st March 2023.

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APPENDIX 1
AGILE METHODOLOGY
1. GENERAL
1.1 The Participants shall adopt an agile development methodology based upon the

“Scrum Framework’ for the Products in the Product Roadmap and development work
shall be carried out during a series of Sprints and in accordance with the processes
set out within this Appendix 1 (Agile Methodology).

1.2 Each Sprint shall have a fixed period of two (2) weeks, during which a Sprint Team
shall complete and test Sprint Functionality in respect of all Sprint Requirements in
the Sprint Backlog. On the completion of a Sprint, the Sprint Team shall promptly
commence the next Sprint for which a Sprint Backlog has been prepared in
accordance with paragraphs 1.17 of this Appendix 1 (Agile Methodology).

1.3 The Participants shall use the DDS Tools in the provision of the DDS.

1.4 The total number of Story Points for the User Stories allocated to each Sprint shall
equal the Per Sprint Story Point Allocation for all Standard Sprint Teams. For the
avoidance of doubt, the Sprint Backlog for each Sprint will include additional User
Stories in excess of the Per Sprint Story Point Allocation, which may be used by the
Sprint Team in place of those User Stories due to be completed during such Sprint
where required to enable Fujitsu Services to manage the throughput and achieve the
Per Sprint Story Point Allocation. An example of when this might occur is an
unexpected inability to complete a given User Story during such Sprint.

1.5 Notwithstanding any other provision of this Agreement the parties acknowledge that
the goal of each Sprint is to complete Sprint Functionality to fulfil all Sprint
Requirements within the applicable Sprint Backlog; however, by nature of the agile
approach used in the delivery of the Digital Development Services, it may be the case
that, despite the Sprint Team having completed sufficient Story Points so as to meet
the Per Sprint Story Point Allocation for the applicable Sprint, not all such Sprint
Functionality is completed within such Sprint. Accordingly, for the purposes of the
Service Levels, Fujitsu Services’ performance under this DDS Schedule shall be
assessed against the number of Story Points actually completed and delivered within
each Sprint, rather than the number of Sprint Requirements fulfilled. For the
avoidance of doubt, where the estimated Story Points for a Sprint Requirement
changes during the course of a Sprint then, where agreed between the parties, the
actual Story Point allocation for that Sprint Requirement will be considered for the
purposes of assessing Fujitsu Services pursuant to Appendix 8 (Service Credit
Mechanism).

1.6 Sprints may be run in parallel, where conducted by separate Sprint Teams.
Product Backlog

1.7 A product backlog shall be prepared for each Product by the relevant Product Owner,
using the Product Backlog tool and in consultation with the Product Delivery Manager,
and shall include the following items:

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1.8

1.9

1.7.1. aprioritised set of development requirements (which may include bug fixes,
minor enhancements, new feature requests, non-functional requirements,
service requirements and major functionality changes) to be completed,
expressed as User Stories;

1.7.2 the estimated business value of each User Story;

1.7.3 anestimate of the number of Story Points for each User Story, allocated with
reference to the Reference User Stories;

1.7.4 aset of Acceptance Criteria for each User Story and any further details of
these User Stories provided by the Product Owner; and

1.7.5 a Definition of Done for all User Stories,
(the “Product Backlog’).

The Product Owner may add User Stories to the relevant Product Backlog at any time
and, when any such User Story is added, the Product Delivery Manager shall, in
consultation with the Product Owner, set the number of Story Points using the
Estimating Methodology and with reference to the Reference User Stories and the
Acceptance Criteria.

A Product shall be complete once all User Stories in the Product Backlog have been
delivered and the Product Owner has notified Fujitsu Services accordingly.
Notwithstanding the foregoing, the Product Owner may opt to end the delivery of the
Product at any point prior to the completion of all User Stories.

For the avoidance of doubt, the Product Backlog may include third line support
activities arising as a result of incidents and problems raised by Post Office and
triaged for resolution to the Digital Development Service through the existing incident
management procedures.

User Stories and the Definition of Ready

Before User Stories from the relevant Product Backlog can be included in a Sprint,
they shall meet the following requirements:

1.11.1 User Stories should be written in this format “As a <kind of user> I want
<feature> so that <benefit>” and satisfy the criteria of the INVEST matrix;

1.11.2 User Stories shall each include all appropriate investment criteria and
Acceptance Criteria both of which are written in a way that can be
understood by the Sprint Team;

1.11.3 User Stories shall be written in a way that can be understood by the Sprint
Team, especially the developers and testers;

1.11.4 User Stories shall include both functional and non-functional requirements;
1.11.5 User Stories shall have an associated level of priority;

1.11.6 User Stories shall have unique identifiers to maintain traceability and to ease
the mapping of User Stories where User Stories are related;

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1.11.7 User Stories have been sized and allocated a number of Story Points using
the Estimating Methodology by the Sprint Team (and confirmed by the
Product Delivery Manager) and utilising the Reference User Stories; and

1.11.8 the Sprint Team understands how the User Story will be tested and
demonstrated,

(together the “Definition of Ready’).

The Sprint Team, working with the Product Delivery Manager and the Product Owner,
shall be entitled to reject any User Stories that do not meet the Definition of Ready at
least 10 business days prior to the proposed Sprint. Where a User Story is rejected
pursuant to this paragraph 1.12 of Appendix 1 (Agile Methodology), the Product
Delivery Manager and the Product Owner may agree to return the User Story to the
Product Backlog to be rewritten and included in a later Sprint.

Sprint Planning Meeting

The Participants shall hold a sprint planning meeting at least 5 business days before
each Sprint commences (the “Sprint Planning Meeting’). At the Sprint Planning
Meeting:

1.13.1 the Product Owner shall identify which User Stories from the relevant
Product Backlog he/she wishes to be included in the backlog for such Sprint
(the “Sprint Backlog”);

1.13.2 the Sprint Team, working with the Product Delivery Manager and the Product
Owner, shall agree the nature of any accompanying documentation required
for each User Story within the Sprint Backlog;

1.13.3 the Sprint Team, working with the Product Delivery Manager and the Product
Owner, shall review and confirm and/or refine the estimated number of Story
Points for each User Story within the Sprint Backlog;

1.13.4 the Sprint Team, working with the Product Delivery Manager and the Product
Owner, shall review and confirm and/or refine the Acceptance Criteria for
each User Story within the Sprint Backlog, specify the Acceptance Tests and
review and confirm and/or refine the Definition of Done that will apply to
every User Story within the Sprint Backlog. As a minimum, the Definition of
Done shall include the criteria set out in Appendix 2 (Definition of Done);

1.13.5 based on the output of the processes in paragraphs 1.13.3 and 1.13.4 of this
Appendix 1 (Agile Methodology), the Sprint Team, working with the Product
Delivery Manager and the Product Owner, shall determine how many of
such User Stories can be completed during such Sprint, provided that the
sum of the Story Points for the User Stories shall equal the Per Sprint Story
Point Allocation;

1.13.6 the Sprint Team, working with the Product Delivery Manager and the Product
Owner, may decide to replace a higher priority User Story with a lower
priority User Story bearing equal or fewer Story Points if it is technically
expedient to do so; and

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1.13.7 the Product Delivery Manager and the Product Owner shall agree the final
selection of User Stories to be included in the Sprint Backlog (each, a “Sprint
Requirement’).

1.14 At the Sprint planning meeting, the Product Delivery Manager and the Product Owner
will also identify and agree the specific Sprint Dependencies on Post Office that are
required for the Sprint Team to be able to complete the Sprint Requirements.

1.15 At the Sprint Planning Meeting, the Product Delivery Manager and the Product Owner
will also review and confirm and/or refine which (if any) elements of the Sprint
Functionality will be Listed Rights in accordance with Paragraph 7 of Schedule H
(Digital Intellectual Property Provisions).

1.16 Once the Sprint Requirements for a Sprint have been agreed, no alterations or
additions to the Sprint Requirements (including the estimated number of Story Points,
Definition of Done and Acceptance Criteria) shall be made.

Sprint Backlog

1.17 The Product Delivery Manager shall then prepare the Sprint Backlog in consultation
with the Product Owner, which shall include:

1.17.1 the agreed Sprint Requirements;
1.17.2 the agreed number of Story Points allocated to each Sprint Requirement;

1.17.3 a breakdown of each Sprint Requirement into specific tasks and allocation
to individuals within the Sprint Team;

1.17.4 the Acceptance Criteria for each Sprint Requirement and the Definition of
Done for every Sprint Requirement; and

1.17.5 the agreed Sprint Dependencies.

1.18 The Sprint Backlog shall be completed no later than 10 business days prior to the
start of the applicable Sprint and, unless otherwise agreed by the parties, will contain
at least 120 Story Points worth of User Stories.

Sprints

1.19 During each Sprint, the Sprint Team shall develop the functionality to meet each
Sprint Requirement in accordance with the Sprint Backlog, any agreed coding
standards and this Schedule 13 (Digital Development Services) (the “Sprint
Functionality’).

1.20 By the end of each business day during the course of each Sprint, the Sprint Team
shall ensure that all functionality and other materials developed during the course of
such business day are made available (in their current state of development) in
Source Code form on an agreed code repository, for review by Post Office. The
Sprint Team shall consider, and where appropriate implement, any feedback from
such review during the course of the Sprint provided that any change to a User Story
during the Sprint may only proceed with the express consent of both the Product
Delivery Manager and Product Owner.

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1.21

1.22

1.23

1.24

1.25

1.26

During each Sprint, the Sprint Team shall maintain the Sprint Backlog and update it
daily to reflect progress towards completion of the Sprint Requirements.

If, during the course of any Sprint, a dispute between the Parties arises in connection
with any Sprint Requirement which cannot be resolved within the Sprint Team, then
such Sprint Requirement shall be immediately removed from the scope of such Sprint
and the Sprint Team will seek to deliver an alternative User Story from the Sprint
Backlog to make up the Per Sprint Story Point Allocation. Where there is no
alternative User Story that is reasonably suitable to be delivered during the Sprint in
place of such Sprint Requirement, then for the purposes of assessing performance
under Appendix 8 (Service Credit Mechanism), the Per Sprint Story Point Allocation
for that Sprint shall be reduced by the number of Story Points allocated to the
removed Sprint Requirement and all Story Points expended on such Sprint
Requirement during the Sprint shall be excluded from any Service Level calculation.

Sprint Review Meetings

Within 5 business days of the last day of each Sprint, the Product Delivery Manager,
the Product Owner and the Sprint Team shall hold a review meeting in respect of
such Sprint (a “Sprint Review Meeting”). At the Sprint Review Meeting, the
Participants shall:

1.23.1 determine whether the Sprint Functionality meets the Acceptance Criteria
for each Sprint Requirement, and the Definition of Done for all Sprint
Requirements, in the Sprint;

1.23.2 agree the manner in which any ongoing support for the Sprint Functionality
will be handled; and

1.23.3 review the Agreed Metrics for the Sprint and, where appropriate, propose
additional measures to be added to the Agreed Metrics for consideration by
the DDS Service Review.

Any Sprint Requirement the Sprint Functionality for which has: (i) not met its
Acceptance Criteria; (ii) not met the relevant Definition of Done; or (iii) not been
developed during the relevant Sprint, shall not be submitted to Post Office for
Acceptance.

Any Sprint Requirement the Sprint Functionality for which has: (i) met its Acceptance
Criteria; and (ii) met the relevant Definition of Done, shall be submitted to Post Office,
in both source and object code form for Acceptance. Within 2 business days of such
submission, the Product Owner shall sign such report to indicate agreement as to
that Sprint Functionality that has been Accepted. Where the Product Owner has not
signed the acceptance report or demonstrated why any Sprint Functionality has not
met the Definition of Done and the Acceptance Criteria in accordance with the above
timescales, Fujitsu Services shall escalate the matter to the Post Office Delivery Lead
who shall use all reasonable endeavours to provide a signed form of acceptance, or
provide reasonable evidence of why any Sprint Functionality has not been Accepted,
within 24 hours of the escalation.

Where Sprint Functionality is:

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1.27

1.28

1.26.1 Accepted, it shall be marked as complete in the Sprint Backlog and the
relevant Product Backlog; or

1.26.2 not Accepted, it shall not be marked as complete in the Sprint Backlog and
the relevant Product Backlog, and the Product Owner shall reset the priority
for each outstanding User Story in the relevant Product Backlog.

Sprint Retrospective Meetings

Within 5 business days of the end of each Sprint, the ScrumMaster, the Delivery
Lead, the Product Delivery Manager and the Product Owner shall also hold a
retrospective meeting in respect of such Sprint (a “Sprint Retrospective Meeting’).
At the Sprint Retrospective Meeting, the Participants shall:

1.27.1 assess the impact of any Disrupted Sprints and/or Relief Event(s) on that
Sprint; and

1.27.2 discuss and agree potential improvements to their practices, teamwork and
environment for implementation in subsequent Sprints.

Prior to the Sprint Retrospective Meeting, the ScrumMaster shall provide all reports
specified in Part 2 of Appendix 4 (Governance) to Post Office.

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APPENDIX 2
DEFINITION OF DONE
1. THE DEFINITION OF DONE:
11 The Definition of Done shall comprise the following criteria:

1.1.1. the Acceptance Criteria applicable to the Sprint Requirement are met;

1.1.2 all code is peer reviewed, compiled and checked into the agreed code
repository;

1.1.3 all: (i) code is tested — code comes with automated tests — unit and
functional, which have passed successfully (as evidenced by relevant
automated test reports); (ii) unit tests are in Post Office’s designated
development code repository; (iii) manual test scripts are in an appropriate
test script management tool; and (iv) automated test scripts checked into a
suitable test repository;

1.1.4 all code builds without error and is integrated onto the agreed continuous
integration tooling;

1.1.5 the build is deployed to a demo server;

1.1.6 the relevant User Story is updated; and

1.1.7 all agreed documentation has been produced and meets its Acceptance

Criteria.

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APPENDIX 3
DDS PARTICIPANTS
1. GENERAL
1.1 During the Transition Period, the parties shall review the contents of this Appendix 3

(DDS Participants) and shall agree any required updates together with specific
responsibilities for each role set out herein.

2. ORGANISATION

snmandl Praduct Delivery ManagerI

ra ese I SountanaI [ Seam ana] Seana I

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Platform Standing Team.
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3. PLATFORM STANDING TEAM
3.1 Scope and Purpose
3.1.1. The Platform Standing Team provide services to support the DDS using a

DevOps model. This includes the provisioning, support and maintenance of
environments for development, test and validation purposes, the support,
operation and maintenance of tooling to support development, test and
validation, and the provision of continuous build and integration automation
to ensure that developed code can be promoted through each environment
and into the live estate.

3.2 Platform Engineering

A function that:

3.2.1
3.2.2
3.2.3

3.2.4

Works to identify, plan and monitor demand for DDS
Prioritises activities to support the smooth running of DDS

Maintains, tracks and owns activities and tasks using agile methods to
ensure work in progress is minimised and cycle time for activities is
optimised

Contributes to, and reviews architectural designs and decisions with expert
advice on platform design

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3.2.5 Identifies and develops platform solutions to ensure high availability
3.2.6 Identifies, designs and develops mechanisms and solutions that support and
enable zero-downtime deployment
3.2.7 Identifies, designs and develops resource monitoring utilities to identify and
prevent performance and availability incidents
3.2.8 Identifies, designs and develops performance and capacity testing solutions
3.2.9 I Monitors and evaluates resource consumption;
3.2.10 Supports, guides and coaches team members;
3.2.11 Acts as a point of contact for platform related matters
3.3 Environment and Configuration Engineering

A function that:

3.3.1. Works to understand planned development activities and identify
requirements for new and amended environments and resources

3.3.2 Provisions required environments and resources through automated means

3.3.3 Monitors and maintains environment & resources health and stability;

3.3.4 Improves platform performance & observability;

3.3.5 I Optimises environment usage to reduce cloud consumption charges

3.3.6 Retires and decommissions environments that are no longer required

3.3.7. Maintains and monitors access control systems for all platforms,
environments and components

3.3.8 Advises sprint teams and other DDS Participants on security requirements
and vulnerabilities to ensure security is designed and built in at the earliest
opportunity

3.3.9 Ensures all platforms, environments and components have any necessary
security patches and updates deployed

3.3.10 Identifies and recommends tooling to automate security monitoring and
detection

3.3.11 Implements and manages any agreed security tooling

3.3.12 Reviews and monitors access logs to identify attempted unauthorised
access

3.3.13 Participates in Root Cause Analysis for security issues where required

3.4 Automation Engineering

A function that:

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3.4.1. Works to understand planned code components and identify requirements
for the code release automation platform

3.4.2 I Develop and maintain the code release automation platform;

3.4.3 Install, configure and update code release platform components as needed

3.4.4 Develop and maintain the central configuration store;

3.4.5 Maintain and promote release cycles to each environment

3.4.6 Creates and maintains Source Code repositories, branching strategies and
processes for deployment of code to repositories

3.4.7. Develop and maintain Test Automation solutions

3.4.8 Manages and schedules automated test scripts as part of an automated
deployment solution

3.4.9 Installs, configures and updates test automation components as needed

3.4.10 Manages code repositories for automated test scripts, data and other
artefacts

3.4.11. Creates and maintains test automation reporting

3.4.12 Defines and creates testing scenarios in collaboration with other functions of
the Platform Standing Team

3.4.13 Supports release and deployment activities as required

3.4.14. Resolves issues and defects in a timely manner utilising automation to
identify root cause

3.4.15 Creates and maintains Cl/CD automation reporting

4. OVERSIGHT ROLES

44 Delivery Lead

A Post Office participant who shall:

4.1.1. Schedule and arrange the Digital Demand Forecasting Board; and
4.1.2 Attend the monthly DDS Service Review meeting
4.1.3 Participate in product reviews and planning activities
4.1.4 Ensure that Post Office obligations and dependencies are delivered
4.1.5 Acts as a point of escalation for Fujitsu Services.

4.2 Release Manager

A Post Office participant who shall:

4.2.1
4.2.2
4.2.3

accept delivery from Sprint Teams;
manage test and release to live;

maintain visibility of Sprint planning activity;

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4.2.4

4.2.5
4.2.6
4.2.7
4.2.8
4.2.9

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agree with the Product Owner when Sprint output is suitable for Release to
production;

manage dependencies and risks related to software release;
co-ordinate integration activities, stakeholders and third parties;
agree regression points and approve regression when required
schedule deployment activities; and

ensure all stakeholder communication takes place.

4.3 Test Manager

A Post Office participant who shall:

4.3.1
4.3.2
4.3.3

4.3.4
4.3.5
4.3.6
4.3.7

4.3.8

4.3.9

4.3.10

4.3.11
4.3.12

4.3.13

4.3.14

Create and maintain an overarching Test Strategy for all DDS Products
Create and maintain a risk-based Test Plan for each DDS Product

Define and own the test activities as part of an integrated Test and Release
process

Review and validate the test results delivered by each sprint
Confirm to the Release Manager that delivered code is ready for release
Own a continual service improvement plan for quality assurance activities

Ensure that the Test Strategy, Test Plans and processes are communicated
to all team members and stakeholders

Work with the Product Delivery Manager, Product Owner, Business Analysts
and Architects to understand the Product Roadmap for each product, and
identify the requirements for automated testing.

Identify, select and continuously review appropriate testing tools and
frameworks to meet the testing requirements.

Create and maintain a technical design for the fully automated test solution
to support all DDS Products

Support the Sprint Teams in the use and adoption of test automation tooling

Ensure consistency and standards in the creation of automated test scripts
across all products and teams through continuous review and feedback

Ensure that test coverage and quality statistics are produced automatically
and included in the agreed service reporting pack

Provide advice and guidance to the Sprint Teams as required

44 DDS Lead

A Fujitsu Services participant who shall:

4.41
4.4.2

Acts as Fujitsu Services single point of contact for Post Office Delivery Lead

Is accountable for the delivery of the entire DDS capability

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4.4.3

4.4.4
445
4.4.6

447
44.8

44.9

4.4.10

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Manages demand, through the Digital Demand Forecasting Board, for all
existing products and new products

Manages overall resource provision to meet demand
Owns the metrics and reporting related to the services

Contributes to new Business Cases through sizing and estimation for
portfolios of work

Chairs and facilitates DDS Service Review meetings

Ensures timely billing and invoicing for all services, including calculation of
credits

Manages continual service improvement activities across the whole DDS
service

Deals with issues and escalations

4.5 The DDS Lead shall be a Key role for the DDS Term

46 Architecture Owner

A Fujitsu Services participant who shall:

4.6.1

4.6.2

4.6.3
4.6.4

4.6.5

4.6.6

4.6.7

Define and agree architectural documentation requirements for DDS
Products

Review and approve all design documentation produced during the Product
Initiation phase

Contribute to the architectural roadmap for DDS Products and services

Act as technical design authority for all DDS design decisions which do not
impact the Post Office enterprise architecture

Seek approval, via an agreed technical authorisation process for all DDS
design decisions which impact the Post Office enterprise architecture

Ensure that all solution designs are compliant with industry best practice and
published Post Office technical standards

Ensure that IPR ownership for all delivered components is registered as per
agreed processes.

47 The Architecture Owner shall be a Key role for the DDS Term

48 Solution Architect

A Post Office participant who shall;

4.8.1

4.8.2

4.8.3

Define and document the enterprise architecture within which DDS Products
must operate

Define and document any architectural principles and policies that DDS
Products must comply with

Provide timely review and approval of key architectural decisions required
for DDS Products

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4.8.4 Facilitate the approval of any change requests to the Post Office enterprise
architecture that are needed to facilitate development of a DDS Product
4.9 Release Co-ordinator

A Fujitsu Services participant who shall:

4.9.1 support the Release Manager in release planning activities
4.9.2 co-ordinate and schedule all Fujitsu Services activities related to a release
deployment
4.9.3 identify dependencies on other Fujitsu Services provided services in relation
to DDS releases
4.9.4 ensure release decisions and plans are communicated to all Fujitsu Services
stakeholders
4.9.5 act asa single point of contact for the Release Manager
5. PRODUCT ROLES
5.1 The roles in this section relate to individual Products.

5.2 Product Owner

A Post Office participant who, in respect of their Product, shall:

5.2.1
5.2.2
5.2.3

5.2.4
5.2.5

5.2.6

5.2.7

5.2.8

5.2.9

5.2.10

support Sprint Teams during development;
request User Stories to be added to the Product Backlog;

acts as Post Office’s point of contact for the Product Delivery Manager and
Sprint Teams;

maintains and articulates the Product Vision;

owns the Product Backlog content, definitively sets priorities and agrees
Acceptance Criteria with the Product Delivery Manager and is empowered
to make full and binding decisions on functionality and features that should
be included in the Product on behalf of the Post Office;

works with the Sprint Teams(s) to explain User Stories, clarify User Stories
and make decisions when requested on a daily basis;

participates in Sprint Review Meetings and confirms Sprint Requirements as
“done” in accordance with the Definition of Done;

participates in product review meetings and contributes to Product
Roadmap;

reviews and updates the relevant Product Backlog no less frequently than
fortnightly; and

communicates to Post Office stakeholders and users.

5.3 Product Sponsor

A Post Office participant who, in respect of their Product, shall:

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5.3.1

5.3.2
5.3.3
5.3.4
5.3.5
5.3.6

5.3.7

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be responsible for managing the stakeholders within the Post Office
organisation with a view to keeping each stakeholder engaged, informed and
supportive of the Product Vision and goals;

promote and champion the Product internally within Post Office;
review progress at product review meetings; and

act as the escalation point for issues within the Post Office.
ensure Budget is agreed for Product development and Release;

ensure that the Product receives the correct priority against other business
needs; and

ensure business value is delivered.

5.4 Product Delivery Manager

A Fujitsu Services participant who, in respect of their Product, shall:

5.4.1. act as Fujitsu Services’ single point of contact for the Product Owner and
Product Sponsor;

5.4.2 advise the Product Owner;

5.4.3. seek to ensure User Stories meet the Definition of Ready;

5.4.4 ensure Sprint Teams are resourced;

5.4.5 be accountable for the delivery of DDS for a Product;

5.4.6 ensure compliance with technical standards and ensure quality of
deliverables;

5.4.7. manage all Fujitsu Services resources responsible for delivery;

5.4.8 be accountable for the delivery of DDS for a Product;

5.4.9 Own and maintain the Product Roadmap and Release Plan for the Product;

5.4.10 Own the Metrics and reporting related to a Product;

5.4.11. Chair and facilitate product review meetings;

5.4.12 Mentor, coach and advise the Product Owner;

5.4.13 Deal with issues and escalations; and

5.4.14 Ensure compliance for identification and reporting of IPR ownership. The
Product Delivery Manager shall be a Key role for as long as the Product is
still progressed through DDS.

5.5 Solution Owner

A Fujitsu Services Participant who shall:

5.5.1
5.5.2

Define the architectural roadmap for a DDS product

Produce architectural documentation for the DDS product as agreed with the
Architecture Owner

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5.5.4

5.5.5

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Seek and obtain all necessary approvals for architectural decisions related
to the product

Provide any necessary support to the sprint and standing teams to ensure
the architectural designs are realised

Ensure that IPR ownership for all delivered components is registered as per
agreed processes

5.6 UX Designer

A Post Office participant who shall:

5.6.1. Create and maintain a style guide describing the framework for the user
interface, and rules and guidelines for how to apply the style guide to
different requirements, scenarios and devices

5.6.2 Create a library of reusable assets for use by the development team when
building UI components

5.6.3 contribute to team estimates of User Stories and tasks;

5.6.4 engage with the Business Analyst, Product Owner and business
stakeholders in advance of Sprints to create and amend User Stories that
meet the INVEST criteria and document Acceptance Criteria for each;

5.6.5 engage with other team members to clarify and elaborate User Stories as
required during Sprint execution;

5.6.6 — work with the Business Analyst and Product Owner to visually capture user
requirements, using wireframes, mockups and other techniques to represent
what the delivered Product will look like;

5.6.7 work with the Business Analyst to map User Stories to business functions
and create a story map for approval by the Product Owner;

5.6.8 work with developers to ensure delivered code meets the requirements for
user interface and contributes to the creation of graphical assets for use by
developers;

5.6.9 create and update relevant documentation to agreed standards;

5.6.10 participate in agile ceremonies and follows the agreed agile processes;

5.6.11 actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements; and

5.6.12 maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

6. STANDARD SPRINT TEAM
6.1 ScrumMaster

A Fujitsu Services participant, who shall:

6.1.1

lead the Sprint Team and manage the agile process;

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6.1.2 agree the Sprint Requirements with the Product Owner and Product Delivery
Manager and ensure delivery of the Sprint Requirements within the Sprint;
6.1.3. accept User Stories from the Product Backlog into the Sprint Backlog when
the Definition of Ready is met;
6.1.4 ensure that the Sprint Team reviews and confirms and/or refines estimates
of Story Points using the Estimation Model;
6.1.5 protect the Scrum Sprint Team from interference and distraction; and
6.1.6 conduct Sprint Retrospective Meetings and capture actions arising
6.2 Developer

A Fujitsu Services participant who shall:

6.2.1
6.2.2

6.2.3

6.2.4

6.2.5
6.2.6

6.2.7

contribute to team estimates of User Stories and tasks;

work with the Test Analyst, create, update and execute automated testing
scripts for functional unit testing;

create and update software code that meets the agreed technical standards
and satisfies the Acceptance Criteria and Definition of Done for assigned
User Stories;

create and update relevant documentation to agreed standards;
participate in agile ceremonies and follow the agreed agile processes;

actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements;

maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

6.3 Tech Lead

A Fujitsu Services participant who shall:

6.3.1
6.3.2

6.3.3
6.3.4
6.3.5
6.3.6

6.3.7

contribute to team estimates of User Stories and tasks;

work with the Sprint Team to ensure that software is created to an
architectural design that is consistent and maximises reuse of existing
assets;

ensure that code delivered is to a consistent quality standard
create and update relevant documentation to agreed standards;
participate in agile ceremonies and follow the agreed agile processes;

actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements; and

maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

6.4 Test Analyst

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A Fujitsu Services participant who shall:

6.4.1 contribute to team estimates of User Stories and tasks;

6.4.2 work with the Developers, Business Analyst and other team members,
create, update and execute automated testing scripts for functional unit
testing;

6.4.3. create and update relevant documentation to agreed standards;

6.4.4 _ participate in agile ceremonies and follow the agreed agile processes;

6.4.5 actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements; and

6.4.6 maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.

6.5 Business Analyst

A Post Office participant who shall:

6.5.1 contribute to team estimates of User Stories and tasks;
6.5.2 engage with the Product Owner and business stakeholders in advance of
Sprints to create and amend User Stories that meet the INVEST criteria and
document Acceptance Criteria for each;
6.5.3 engage with other team members to clarify and elaborate User Stories as
required during Sprint execution;
6.5.4 work with the UX Designer to map User Stories to business functions and
create a story map for approval by the Product Owner;
6.5.5 work with the Test Analyst to ensure automated testing scripts satisfy the
Acceptance Criteria;
6.5.6 create and update relevant documentation to agreed standards;
6.5.7 participate in agile ceremonies and follow the agreed agile processes;
6.5.8 actively participate in any other activities that are necessary to achieve the
agreed Sprint Requirements; and
6.5.9 maintain all necessary technical skills and qualifications as agreed and
defined in the Product Overview Document.
7. GENERAL
7.1 In addition to the responsibilities described for each role above, Participants shall

respond to reasonable queries and/or reasonable requests for information from other
Participants as soon as reasonably possible.

7.2 In particular, any Participants which are provided by Post Office shall comply with
reasonable security-related requests arising from the Environment and Configuration
Engineering function of the Platform Standing Team.

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APPENDIX 4
GOVERNANCE
Part 1
1. GENERAL

4.1

1.2

21

2.2

2.3
24

During the Transition Period, the parties shall review the contents of this Appendix 4
(Governance) and shall agree any required updates together with amended meeting
attendees, terms of reference for each meeting and meeting schedules. Wherever
possible, the parties will make use of existing meetings within the overall governance
structure under the Agreement (Schedule A2 Governance) to meet the governance
requirements under this Appendix 4 (Governance). Until such time as the content of
this Appendix 4 is superseded by a CCN, the remainder of this Appendix 4 shall
continue to apply.

All meetings shall be minuted.

MEETINGS
Digital Demand Forecasting Board

The Digital Demand Forecasting Board shall be conducted in accordance with
paragraph 7.1 of Schedule 13 (Digital Development Services)

The provisional attendees at the Digital Demand Forecasting Board are:
2.2.1 For Post Office:
(a) Post Office ClO Retail;

(b) Product Owner(s);
(c) Digital Development Lead; and
(d) Product Sponsor; and

2.2.2 For Fujitsu Services:
(a) Product Manager(s);
(b) DDS Lead; and
(c) Ops Director.

This list of provisional attendees shall be revised during the Transition Period through
the mutual agreement of the parties.

DDS Service Review
The DDS Service Review shall occur monthly.

The purpose of the DDS Service Review is to undertake a review across all Products
and the DDS as a whole to:

2.41 review the Agreed Metrics for the preceding month, assess the performance
of Fujitsu Services against the DDS Service Levels and determine any

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25

14

1.2

1.3

Corrective Action and/or Service Credits (in accordance with Appendix 8
(Service Credit Mechanism));

2.4.2 jointly review a holistic service improvement plan with agreed actions on
either Fujitsu Services and/or Post Office as applicable to drive for ongoing
improvements to DDS;

2.4.3 approve any open adjustments to the Per Sprint Story Point Allocation for a
particular Sprint to reflect agreed impact of any Relief Event(s) on that Sprint;
and

2.4.4 resolve any disputes or escalations referred to it.

The provisional attendees for the DDS Service Review shall be:
2.5.1 Delivery Lead;

2.5.2 DDS Lead;

2.5.3 Post Office ClO Retail;

2.5.4 Post Office Vendor Manager;

2.5.5 Fujitsu Services Commercial Manager; and

2.5.6 representatives as required from the Product Owners and Product
Managers.

This list of provisional attendees shall be revised during the Transition Period through
the mutual agreement of the parties.

Part 2

AGREED METRICS AND REPORTING
The parties agree that reporting shall cover the following objectives:
1.1.1. measures for the monitoring and management of Sprints;

1.1.2 measures for the monitoring and management of the Platform Standing
Team; and

1.1.3. measures used for Service Credits.

Reports will be undertaken using data at source and compiled using automated
tooling such as Jira.

During the Transition Period, the parties will agree the specific metrics to be
measured and reported in respect of the Digital Development Services (the “Agreed
Metrics”). Fujitsu Services shall make available to Post Office a dashboard
comprising the Agreed Metrics. Some examples of metrics that may be agreed are
as follows:

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APPENDIX 5
DDS CHARGES

1. CHARGES
41 In consideration for the provision of the Digital Development Services by Fujitsu Services,

Post Office shall pay to Fujitsu Services:

1.1.1 the Platform Standing Team Charges;

1.1.2 the Oversight Roles Charges;

1.1.3. the Product Team Charges;

1.1.4 the Sprint Team Charges;

1.1.5. the Product Initiation Charges;

1.1.6 any Burst Capacity Charges; and

1.1.7. the Tooling Charges,

as each such Charge is set out below.
1.2 The Charges shall be payable monthly in arrears and shall become due for payment

in accordance with the provisions relating to Charges as described within Schedule
D2 (Ordering, Invoicing and Payment).

1.3 Platform Standing Team Charges

1.3.1

The Platform Standing Team Charges shall be formed of two components:

(a) the applicable Fixed Platform Standing Team Charge as set out within the
Charges Table (Annex A); and

(b) the Variable Platform Standing Team Charge, calculated on a time
and materials basis on the basis of the DDS Rate Card, for any
additional capacity required for the provision of the Platform
Standing Team.

Prior to the DDS Commencement Date, Post Office shall sign a CT to cover the
Variable Platform Standing Team Charge to cover the period until the end of the first
three month period following the end of the Transition Period. The signature of such
a CT shall be considered a Transition Dependency. At the end of this first three
month period following completion the end of the Transition Period, the parties shall
consider whether any upward adjustment is required to the Fixed Platform Standing
Team Charge or amendment to the variable commercial model to reflect the usage
of resources which are the subject of the Variable Platform Standing Team Charge
during the aforementioned period. Such considerations shall include: (i) the number
of roles that are the subject of the Fixed Platform Standing Team Charge (with the
current Fixed Platform Standing Team Charge representing 3 FTEs); (ii) the number
of concurrent Sprint Teams that the Platform Standing Team are required to support;
and (iii) the variable commercial model for supporting incremental Sprints. The
parties shall aim to reach agreement on any such adjustment on or before 31
December 2018. Where any such adjustment is agreed, this shall be documented

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1.3.3

1.3.4

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via a CCN. Where no such adjustment is agreed, the Variable Platform Standing
Team Charge shall continue to apply and be calculated on a time and materials
basis in accordance with the DDS Rate Card and Post Office must raise a further
CT to cover the Variable Platform Standing Team Charge as required.

Where in any given month the number of concurrent Sprint Teams exceeds
6 the parties shall agree any adjustment that may be required to the Platform
Standing Team and associated Platform Standing Team Charges.

The Fixed Platform Standing Team Charges (and the Variable Platform
Team Charges associated to Solar) shall be considered spend on
Committed Development Services (as defined in Schedule I1 to the
Agreement).

1.4 Oversight Roles Charges

1.4.1

1.4.2

The Oversight Roles Charges shall be as set out within the Charges Table
(Annex A).

The Oversight Roles Charges shall be considered spend on Committed
Development Services (as defined in Schedule I1 to the Agreement).

1.5 Product Team Charges

1.5.1

1.5.2

The Product Team Charges shall be calculated as follows:
# of Products x Per Product Charge,
Where:

e the # of Products refers to the number of distinct active Products in
relation to which Fujitsu Services are providing Digital Development
Services, as agreed between the parties; and

« The Per Product Charge is the applicable Charge for the Product Team
for the applicable Product (that shall be the amount listed within the
Charges Table (Annex A) unless otherwise agreed by the parties).

The Product Team Charges shall be considered spend on Committed
Development Services (as defined in Schedule I1 to the Agreement).

1.6 Sprint Team Charges

1.6.1

The Sprint Team Charges shall be calculated as follows (calculated for each
Sprint Team and then aggregated across all Sprint Teams):

# of Sprints x Per Sprint Charge,
Where:

« # of Sprints = the number of Sprints scheduled for completion by the
Sprint Team within the preceding calendar month; and

e Per Sprint Charge = the agreed charge per Sprint for the applicable
Sprint Team.

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1.6.2

1.6.3

1.6.4

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The Per Sprint Charge for any given Sprint Team shall be as set out within
the Charges Table (Annex A), save where:

(a) Post Office requests Fujitsu Services to provide resources in place
of any Sprint Team resources which are Post Office roles or any
Post Office Participants (to the extent that Fujitsu Services is able
to provide such resources); or

(b) a particular Product requires additional resources over and above
the Standard Sprint Team Structure, within a given Sprint,

in which case, the parties shall agree an appropriate adjustment to the Per
Sprint Charge for such Sprint Team.

Where in accordance with the provisions of paragraph 6.2.3, Post Office
requires a Fujitsu Services Sprint Team participant to be replaced with a
Post Office Sprint Team participant then Fujitsu Services shall provide the
Post Office with a credit equal to 10% of the Per Sprint Charge per resource
so replaced which may be used to offset any further Sprint Charges for the
same Sprint Team.

The Sprint Team Charges shall be considered spend on Committed
Development Services (as defined in Schedule I1 to the Agreement).

1.7 Product Initiation Charges

1.7.1

1.7.2

Where Post Office requires Fujitsu Services to provide resources to support
Product Initiation in accordance with paragraph 8, then such resources shall
be chargeable on a time and materials basis in accordance with the DDS
Rate Card.

The Product Initiation Charges shall not be considered spend on Committed
Development Services (as defined in Schedule 1 to the Agreement).

1.8 Burst Capacity Charges

1.8.1

1.8.2

Where the parties agrees that additional resources are required from Fujitsu
Services above and beyond those resources which are the subject of the
Platform Standing Team Charges, the Oversight Roles Charges, the Product
Team Charges, the Sprint Team Charges and the Product Initiation
Charges, then such additional resource shall be chargeable on a time and
materials basis in accordance with the DDS Rate Card.

The Burst Capacity Charges shall not be considered spend on Committed
Development Services (as defined in Schedule I1 to the Agreement).

1.9 Tooling Charges

1.9.1

1.9.2

The Tooling Charges shall be as set out within the Charges Table (Annex
A).

The Tooling Charges shall not be considered spend on Committed
Development Services (as defined in Schedule I1 to the Agreement).

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2.2

1.9.3. Once the list of tooling is finalised during the Transition Period in accordance
with Appendix 6 (Tooling), the parties shall review the Tooling Charges and
make any reasonably necessary adjustments to reflect the final list of tooling.

COMMITMENT

Subject to Fujitsu Services complying with the terms of this Schedule, the Post Office
hereby commits that the DDS Charges paid or payable in respect of each of the first
two fiscal years commencing 1 April 2018 (each such fiscal year being a “DDS
Commitment Year’) will equal or exceed £7,358,400 per annun, in the third fiscal
year, commencing 1* April 2020 it will equal or exceed £2,456,384, and in the
subsequent two fiscal years commencing 1st April 2021 and 1st April 2022 (which
shall also be deemed to be DDS Commitment Years) will equal or exceed £962,420
per annum (the “DDS Commitment’). Fujitsu Services agrees that any amount which
has been spent to date on Development Services between the 1 April 2018 and the
DDS Commencement Date will contribute towards the commitment for the first DDS
Commitment Year. The DDS Oversight Roles Service Charge and the DDS Platform
Standing Team Service Charge are excluded from the DDS Commitment for the two
latter DDS Commitment Years (those commencing on 1% April 2021 and 1% April
2022). The parties agree that the DDS Oversight Roles Service Charge and the DDS
Platform Standing Team Service Charge (regardless of the activities assigned to the
personnel to whom the DDS Oversight Roles Service Charge and the DDS Platform
Standing Team Service Charge relate) shall constitute Actual Spend for the purposes
of the calculation in Schedule 11 (Revenue Switch Mechanism).

Where Post Office in either the first or second DDS Commitment Years only fails to
meet the commitment set forth within paragraph 2.1 of this Appendix 5 (DDS
Charges):

2.2.1 by an amount equal to or less than £500,000, Post Office shall,
notwithstanding such shortfall, be deemed to have met such commitment in
respect of the given DDS Commitment Year provided that the Charges
within the four (4) month period immediately following the end of the
applicable DDS Commitment Year (the “Remedy Period”) exceed the
amount of the shortfall. For the avoidance of doubt, until such time as the
relevant shortfall is met, the Charges during the Remedy Period shall count
towards the shortfall only and not towards meeting any commitment in the
subsequent DDS Commitment Year (if applicable);

2.2.2 by an amount exceeding £500,000, Fujitsu Services may invoice Post Office
for the shortfall in excess of £500,000 and subsequently paragraph 2.2.1
shall apply in respect of the remaining £500,000 (by way of example, should
Post Office fail to meet the commitment by £600,000, Fujitsu Services may
invoice Post Office for £100,000, with the remaining £500,000 being then
subject to the Remedy Period specified within paragraph 2.2.1 of this
Appendix 5 (DDS Charges)); or

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2.3

2.4

3.2

3.3

3.4

3.5

3.6

2.2.3. by any amount following the end of the applicable Remedy Period, Fujitsu
Services may invoice Post Office for the shortfall at any time following the
end of the relevant Remedy Period (as applicable).

With respect to the final three DDS Commitment Years (ending 31st March 2021,
31st March 2022 and 31st March 2023) paragraphs 2.2.1 to 2.2.3 shall not apply.
Instead, if, in one of the final three DDS Commitment Years, Post Office exceeds the
DDS Commitment for that DDS Commitment Year then the excess shall be credited
against any shortfall in the DDS Commitment for the following DDS Commitment
Year. If, after applying such credit, there remains a shortfall within one of the final
three DDS Commitment Years then Fujitsu Services shall be entitled to invoice Post
Office for such shortfall at the end of the relevant DDS Commitment Year.

Paragraph removed by CCN1670a

ORDERING OF SPRINT TEAM CAPACITY

Subject to paragraph 3.8 below, the parties shall agree the number of Sprint Teams.
at the Digital Demand Forecasting Board.

Sprint Teams shall be agreed and ordered in blocks of 6 Sprints to cover a 12-week
period.

Each block of Sprints shall be ordered at least 90 days in advance of their
commencement. For example, the Digital Demand Forecasting Board meeting in
March would order Sprints commencing no earlier than July

Post Office shall confirm the Sprint Team capacity in writing through the minutes of
the meeting and Fujitsu Services shall ensure that the ordered capacity is ready to
commence work in accordance with such order for each ordered Sprint.

Once ordered Sprints can only be adjusted on less than 90 days’ prior notice pursuant
to paragraph 3.6 (for the avoidance of doubt, this shall not affect the ability for the
Digital Demand Forecasting Board to adjust such Sprints with more than 90 days’
prior notice).

Where Post Office requests a change in accordance with paragraph 3.5 the following
shall apply;

3.6.1 Where there is a request to increase the number of Sprint Teams and using
reasonable endeavours Fujitsu Services is able to meet the request, Post
Office shall pay the Charges for such additional Sprint teams in accordance
with paragraph 1.6 above.

3.6.2 I Where there is a request to decrease the number of Sprint Teams allocated
to a specific Product or the number of Sprints then, in addition to the general
ability for the Digital Demand Forecasting Board to reallocate Sprint Teams
between Products, then with Fujitsu Services’ agreement, Post Office may
require the Sprint Teams that are the subject to the reduction request to
undertake other activities not contained within a Product Backlog
(‘Additional Activities’), provided that such Additional Activities are
reasonably within scope of the capabilities and expertise of the applicable

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3.7

3.8

4.2

Sprint Team. In such circumstances: (i) the Charges for such Sprint Team
shall remain as scheduled for the applicable period; and (ii) any work
undertaken by such Sprint Team in respect of any Additional Activities shall
be excluded from any assessment of performance by such Sprint Team
pursuant to Appendix 8.

The parties have agreed the initial Sprint Team capacity (being two Sprint Teams)
and following the DDS Commencement Date, Fujitsu Services shall stand up this
number of Sprint Teams and this shall be the minimum number of Sprint Teams
during the first 90 day period following the DDS Commencement Date (the “Ramp-
Up Period”). During the Ramp-Up Period, Fujitsu Services agrees that Post Office
may increase the number of Sprint Teams up to a maximum of 4, provided that:

3.7.1 Post Office provides Fujitsu Services with at least 30 days’ prior notice of the
requirement for an additional Sprint Team;

3.7.2 I where more than 3 concurrent Sprint Teams will be required before 60 days
after the DDS Commencement Date, any additional requested concurrent
Sprint Teams will be subject to paragraph 3.6.1;

3.7.3. where more than 4 concurrent Sprint Teams will be required before 90 days
after the DDS Commencement Date, any additional requested concurrent
Sprint Teams will be subject to paragraph 3.6.1; and

3.7.4 each Sprint Team uses the Standard Sprint Team Structure.
The provisions of this paragraph 3.7 are without prejudice to paragraph 3.6.1.

Within 10 business days of the DDS Commencement Date the parties shall hold a
Digital Demand Forecasting Board and agree and or confirm the number of Sprint
Teams for the next block of 6 Sprints following the Ramp-Up Period.

Annex B contains worked examples of the planning approach for the initial Digital
Demand Forecasting Board.
GENERAL

All amounts set out in this Appendix 5 (DDS Charges) are before adjustment for RPI
as set out in paragraph 16 of Schedule D1 (Charges) and exclusive of VAT.

All monthly Charges relate to calendar months.

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ANNEX A - CHARGES TABLE AND DDS RATE CARD

All Charges are set out in GBP Sterling and are exclusive of VAT.

Fixed Charges
Resource
Unit
Charge (£
ex VAT) i if
DDS Summary x VAT) I Charging Basis
DDS Oversight Roles
Service Charge 73,258 Monthly Charge
DDS Platform Standing Team
(Initial Fixed Platform Standing Team I 53,985 Monthly Charge
Service ChargeO
DDS Product Roles
Service Charge 36,415 Charge per Product Team per
month
DDS Tooling Charges
Variable Service Charge 1,912 Charge per Sprint Team per
month
DDS Sprint Consumption
Charge
Blended Teams 50,946 Charge per Sprint Team per

month

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DDS Rate Card

Role

Charge per Day (ex VAT) Minimum Experience

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Level
Junior Software Engineer 590 A
Senior Software Engineer 838 B
Test Automation Analyst 838 A
Junior Business Analyst 838 A
Platform Engineer 838 A
Tech Lead 838 B
UX Designer 838 A
Senior Business Analyst 943 B
Release Controller 943 B
Scrum Master 943 B
Product Manager 1,084 Cc
Solution Owner 1,084 Cc
Text Architect 1,084 B
Platform Lead Engineer 1,084 B
Architecture Owner 1,634 c/D
Agile Coach 1,634 D
DDS Lead 1,634 D

Experience definitions

0 0 UD >

3-5 years relevant IT experience with

some industry knowledge

5-10 years relevant IT experience

with good industry knowledge

10+ years relevant IT experience with good industry
knowledge, management experience

15+ years relevant IT experience,

through leader

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ANNEX B - DIGITAL DEMAND FORECASTING NOTICE TIMESCALES
Fujitsu - Post Office Digital Demand Forecasting Board Meeting Date: ist July 2018
Post Office Attendees: POLDigital Lead, POL Retal Clo, Product A Product Owner, Product @ Product Owner, Release Manager
Fujitsu Attendees: FJ 00S Lead, Fl Product Delivery Manager,
Apologies:
Sprint Commitment (2 sprints per team per month)
Product AugI8 Sep-18 Ock8 Nov-B Dec18 Jan-19 Feb-19 Mer19. Apr-19. May-19. Jun-19.Jul19.Aug-19_Sep-i9
Product A
Previous Commitment 2s 6 6 6 ok 6 6 poe
[New Commitment zijieacboa! 6 I « I « [bsesibanisen[swciewclwn wpa]
Product 8
Previous Commitment
{New Commitment I a re eee Fea 1
Product ¢
Previous Commitment
[New Commitment I I I I I [ [ ]
‘otal Sprint Commitment
Previous Commitment 2 ce 6 6 6 Bure 6 6 6 6 9
[New Commitment Pat erpier se I s I 6 Pete ecleanpoes)
Key Previously committed, cannot be changed, ae within 90 day period

[New Commitment, changeable up to $0 days prior to sprint start
Forecast for information only, can be changed up to 90days prior to sprint start

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APPENDIX 6
TOOLS

Fujitsu Services will provide appropriate tooling for all Products for use by both Fujitsu Services and
Post Office resources in order to provide DDS:

1) Atask tracking scheduling tool;

2) Acollaborative document and knowledge management repository;
3) Acollaborative communication and messaging tool; and

4) Acode quality analysis tool.

Fujitsu Services will procure licences for each DDS Participant as defined in this Schedule I3
and in addition for up to 24 additional Post Office users.

If Post Office require additional licences with respect to any of the above tooling, Fujitsu
Services shall provide a price on request.

Any Product specific tooling requirements will be agreed during Product Initiation.

The final list of tooling will be agreed during the Transition Period and this Appendix 6 shall be
updated accordingly via a CCN.

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APPENDIX 7
INTELLECTUAL PROPERTY RIGHTS TRACKER

In determining whether the IPR in any of the Software to be created pursuant to a Product (or
a Release) is a Listed Right, the Fujitsu Services Architect Owner shall, as part of Product
Initiation consider the requirements and the manner in which the Sprint Requirements could
be delivered by Fujitsu Services. The Architect Owner will liaise with the Product Delivery
Manager and the Product Owner to discuss and agree the IPR strategy for the Product. An
agreed IPR strategy will be contained within the Product Initiation deliverables.

Any changes to the Product Initiation deliverables that relate to FJ Digital Background IPR, KS
IPR or Horizon IPR will be updated as part of any relevant Sprint Review. With respect to the
use of open source or third party IP Rights, recognising the requirement for the Sprint Team
to be able to deliver the User Stories in the most efficient manner possible, the use of any
such open source or third party IP Rights shall be tracked as part of the Sprint Review Report.

To the extent that there is a change to the Product requirements following Product Initiation
that relate to the usage of FJ Digital Background IPR, K5 IPR or Horizon IPR, the Fujitsu
Services Architect Owner shall escalate to the Product Owner and the Delivery Lead such that
the parties may agree upon any revision to the IPR strategy and the same will be tracked
within the updated Product Initiation deliverables accordingly. The parties acknowledge that
such a change in the Product may require the Sprint Team to be re-set prior to re-commencing
the Product delivery.

The Product Owner shall be responsible for ensuring that Post Office’s Chief Technical Office
(or nominated representative) agrees to the IPR strategy (including any changes to the IPR
strategy) with respect to any Sprint Requirement which is to be designed, coded or supplied
as a pre-existing component or an algorithm using any Listed Rights prior to formally approving
the Product to be delivered under DDS.

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APPENDIX 10
TRANSITION

During the course of the Transition Period the parties shall review and agree the contents of the
following Appendices:

e Appendix 3 (DDS Participants);
e Appendix 4 (Governance); and
e — Appendix 6 (Tooling),

as set out within such Appendices.

Where Post Office fails to meet a Transition Dependency then, to the extent that such failure directly
impacts a Sprint, the failure shall be a Relief Event for the purpose of the relevant Sprint and Fujitsu
Services shall comply with paragraph 11.

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14

2.1

3.1

APPENDIX 8
SERVICE CREDIT MECHANISM

DEFINITIONS AND INTERPRETATION

In this Appendix, the following terms and expressions shall have the meaning set out
below:

“Average Sprint Performance” means in respect of a given Sprint Team, subject to
paragraph 3.1.3 of this Appendix 8 (Service Credit Mechanism), the average
Completion Rate over the previous six Sprints completed by such Sprint Team;

“Completion Rate” means in respect of a given Sprint, the percentage of Story Points
that were scheduled for completion during such Sprint that were actually completed
during such Sprint;

“Expected Service Level” means, in respect of a given Sprint, the expected target
percentage (as set out as the ‘expected’ percentage within Attachment 1 to this
Appendix 8 (Service Credit Mechanism)) of the Story Points due for completion during
such Sprint;

“Improvement Plan” has the meaning given to it in paragraph 4.1 of this Appendix 8
(Service Credit Mechanism);

“Minimum Service Level” means, in respect of a given Sprint, that at least 75% of the
Story Points due for completion during such Sprint were actually completed and
Accepted;

“Sprint Charges” means, in respect of any given Sprint, the total charges payable by
Post Office in respect of such Sprint;

“Sprint Service Credit” means, in respect of any given Sprint, ten per cent (10%) of
the Sprint Charges; and

“Threshold Service Level” means, in respect of a given Sprint, the threshold target
percentage (as set out as the ‘threshold’ percentage within Attachment 1 to this
Appendix 8 (Service Credit Mechanism)) of the Story Points.

SERVICE LEVEL PRINCIPLES

During each Sprint, Fujitsu Services shall provide the Services to a level that meets or
exceeds the Expected Service Level for such Sprint and Fujitsu Service’ performance
against this target shall be measured and reported in accordance with this Appendix.

SERVICE LEVEL MEASUREMENT

Reporting

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41

4.2

5.1

3.1.1 During each Sprint, Fujitsu Services shall measure its performance against
the Expected Service Level, Threshold Service Level and Minimum Service
Level for such Sprint.

3.1.2 Within the DDS Service Review, Fujitsu Services and Post Office shall review
Fujitsu Services’ performance during the previous two Sprints. Fujitsu
Services shall provide sufficient evidence of its performance during such
Sprints to allow assessment of its performance.

3.1.3. Where the period for assessing the Average Sprint Performance of any given
Sprint Team includes any Disrupted Sprints, such Disrupted Sprints shall be
discounted from the calculated average. By way of example only, where the
relevant 6 month period contained 1 Disrupted Sprint, the Average Sprint
Performance shall be calculated as an average of the remaining 5 Sprints
within such period. Where the number of Disrupted Sprints within any such
period exceeds 2, the period shall be extended until an average can be taken
across at least 4 Sprints that are not Disrupted Sprints.

CORRECTIVE ACTION

Creation of an Improvement Plan

Where, in respect of any Sprint, the Completion Rate fails to meet the Expected
Service Level in respect of such Sprint, Fujitsu Services shall, within 5 business days
of the end of such Sprint, provide Post Office with a written plan for improving Fujitsu
Services’ performance, so as to improve Fujitsu Services’ performance and satisfy
such Service Levels in the future (an “Improvement Plan”) for Post Office's approval.
In the event that Post Office (acting reasonably) does not approve the Improvement
Plan, Fujitsu Services shall submit a revised plan to address Post Office’s concerns.
For the avoidance of doubt, an Improvement Plan may result in an individual resource
being removed from a Sprint Team where the parties agree that this is an appropriate
action to help to address Fujitsu Services’ performance issues).

Implementation of Improvement Plan

Upon Post Office’s approval, the Improvement Plan shall be implemented by Fujitsu
Services in accordance with the timescales set out in the Improvement Plan and
Fujitsu Services shall bear the cost of performing its obligations and responsibilities
under such Improvement Plan. During the implementation of such Improvement Plan,
Fujitsu Services shall provide to Post Office weekly status reports containing
progress updates until such time as Fujitsu Services’ performance is fully evidenced
to be in compliance with the applicable Service Level. For the avoidance of doubt, the
implementation of the Improvement Plan shall not relieve Fujitsu Services of any
obligations hereunder or from incurring additional Sprint Service Credits.

SPRINT SERVICE CREDITS

This paragraph 5 of Appendix 8 (Service Credit Mechanism) shall not apply until 1
November 2018.

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5.2

5.3

5.4

5.5

6.1

Calculation
Where, in respect of any Sprint, the Completion Rate fails to meet:

(i) the Minimum Service Level (a “Minimum Service Level Default”); or

(ii) the Threshold Service Level (but does not fail to meet the applicable Minimum
Service Level) in respect of such Sprint and the Average Sprint Performance
by Fujitsu Services does not exceed the Threshold Service Level,

then, subject to paragraphs 5.3, 5.4 and 5.5 of this Appendix 8 (Service Credit
Mechanism), Fujitsu Services shall pay to Post Office an amount equal to the Sprint
Service Credit for the applicable Sprint, which shall be applied as a credit for the next
invoice as a separate line item.

In no circumstances will the total amounts payable by Fujitsu Services in Sprint Service
Credits for any given Sprint exceed 10% of the Sprint Charges for such Sprint.

Subject to paragraph 6.1 of this Appendix 8 (Service Credit Mechanism), but without
prejudice to paragraph 4 (Corrective Action), the payment of Sprint Service Credits
shall be the Post Office's sole remedy with respect to any failure to meet the Service
Levels.

Where a new Product is introduced to the DDS Service or a new Sprint Team
commences (as described in the table set out in Attachment 1 to this Appendix 8
(Service Credit Mechanism)), then the Threshold Service Level shall apply for the first
3 or 5 Sprints (as applicable) prior to it becoming set at the “Existing Team” levels. For
the purposes of calculating the Average Sprint Performance across 6 Sprints which
include new Products or new Sprint Teams, the Threshold Service Level will be
calculated as the average of the Threshold Service Level targets across all of the 6
Sprints for the purposes of determining whether a Sprint Team has meet the Average
Sprint Performance. An example of this process is set out beneath the table in
Attachment 1 to this Appendix 8 (Service Credit Mechanism).

TERMINATION

Where the average Completion Rate across any twelve (12) consecutive Sprints
across all Sprint Teams commencing at any time after 1 November 2018, fails to meet
the Threshold Service Level (“Critical Service Failure”), then, notwithstanding
paragraph 5.4 of this Appendix 8 (Service Credit Mechanism), provided that during
such period there were an average of at least four (4) Sprint Teams running
consecutively, Post Office may terminate the Digital Development Service a result of
Default by Fujitsu Services by giving Fujitsu Services no less than sixty (60) days’ prior
written notice. In the event of any Critical Service Failure, paragraph 5.4 of this
Appendix 8 (Service Credit Mechanism) shall cease to apply.

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6.2 lf, in the event of a Critical Service Failure, Post Office commences proceedings
against Fujitsu Services in respect of the provision of the Digital Development Services
by Fujitsu Services in relation to one or more Products, Fujitsu Services shall not be
required to (but may if it so chooses to) provide further Digital Development Services
in respect of such Product(s) and Fujitsu Services or Post Office may elect for Fujitsu
Services to cease to provide Digital Development Services in respect of such
Product(s) on providing at least 10 business days’ prior written notice to Post Office,
and in that case:

6.2.1

6.2.2

6.2.3

Fujitsu Services will use all reasonable endeavours to procure an orderly and
efficient transition from the provision of the DDS for the Product so terminated
to the Post Office or a Replacement Service Provider;

for the avoidance of doubt, Fujitsu Services shall continue to provide Digital
Development Services in accordance with this Schedule I3 in respect of all
other Products;

the Charges relating to the Product Roles and the Sprint Teams associated
with the terminated Product shall cease to apply from the date of termination
(the “Product Reduction Amount’) and the Charges related to the Platform
Standing Team Charges and the Oversight Roles Charges shall be reviewed
by the parties with a view to reducing them by a percentage equal to the
average Sprint Team Charges for the affected Product(s) over the previous 6
month period as a proportion of the DDS Charges (excluding the Platform
Standing Team Charges, Oversight Roles Charges and Tooling Charges)
until such time as new Products are introduced or additional concurrent Sprint
Teams are engaged to support existing Products that require additional
resources within the Platform Standing Team or Oversight Roles, or such
other proportion taking reasonable account of the continued provision of DDS
(the “Product Reduction Percentage”). The DDS Commitment for the
remainder of the current DDS Commitment Year and for each subsequent
DDS Commitment Year shall also be reduced by the Product Reduction
Amount and, for so long as it applies, by a percentage equivalent to the
Product Reduction Percentage; and

the annual liability cap referenced in Clause 14.1(ii) shall be reduced by the
Product Reduction Amount for each subsequent year of the DDS Term and,
for so long as it applies, (for each subsequent year of the DDS Term) by a
percentage equivalent to the Product Reduction Percentage.

Schedule 13 Appendix 8 Version 14.0

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ATTACHMENT 1 TO APPENDIX 8
Target Story Point Percentages

Number of Sprints Completed by Standard Sprint Teams

Type of Sprint Team wer 2 3 4 5 6+
Existing Team I Expected 90% 90% 90% 90% 90% 90%
Threshold 85% 85% 85% 85% 85% 85%
New Product* Expected 75% 75% 75% 85% 85% 90%
Threshold 75% 75% 75% 75% 75% 85%
New Team** Expected 85% 85% 85% 90% 90% 90%
Threshold 75% 75% 75% 85% 85% 85%

* A ‘New Product’ Sprint Team refers to a Sprint Team supporting a new Product that has not
previously formed part of the scope of activity undertaken by Fujitsu Services as part of the
Digital Development Services. For clarity, an Existing Team moving to a New Product will
have the New Product measures applied.

** A ‘New Team’ Sprint Team refers to any new Sprint Team created to provide support for an
existing Product that already forms part of the scope of activity undertaken by Fujitsu Services
as part of the Digital Development Services.

*“* The number of Sprints completed by a Sprint Team refers to the number of concurrent
complete Sprints undertaken by the specific Sprint Team in question, starting from the first
Sprint undertaken by that Sprint Team since the last Product Initiation.

WORKING EXAMPLE

Working Example of calculating Average Sprint Performance where the Threshold Service
Level is at different figures during the 6 Sprint measurement Period.

NEW PRODUCT
Threshold is 75 Story Points for first 5 sprints, then 85 for subsequent sprints

Anew Product is introduced and the Sprint Team performs as follows:

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2 10 di ey,

Minimum 75 75 = «7575 KOS 73 «7575S
Threshold 75 75 75 75 75 858 85 85 85 BS
6sprint avg Threshold i 767 "78.3 "80.0 "817 "83.3 "85.0 "85.0
Delivered [76 I 84 I a8 I 92 I 96 I 100 I 100 I 100 I 100 I 100 I 100 I 100 I
6 sprint avg delivered 789.3 "93.3 96.0 "98.0 99.3 "100.0 100.0
Credits 0 0 0 06 60 0 60 0 60 0 o 0

The 6 Sprint Average Threshold for Sprint 6 onwards will be calculated as shown in the table
above for the purposes of measuring whether the Threshold Service Level and the Average
Sprint Performance has been met.

NEW TEAM FOR EXISTING PRODUCT

Threshold is 75 Story Points for first 3 sprints, then 85 for subsequent sprints

Anew Sprint Team is introduced and performs as follows:

nt Number i 2 3 4 5 7 & 9 40 Bas 42
Minimum a i
Threshold 75 75 75 8 8 85 8 85 8 85 8 85
6sprint avg Threshold 80.0 "81.7 "83.3 "85.0 "85.0 "85.0 ” 85.0
Delivered [76 I s4 I a8 I 92 I 96 I 100 I 100 I 100 I 100 I 100 I 100 I 100 I
6 sprint avg delivered 789.3 "93.3 96.0 "98.0 "99.3 "100.0 100.0
Credits 0 0 0 © 0 0 0 0 0 0 0 0

The 6 Sprint Average Threshold for Sprint 6 onwards will be calculated as shown in the table
above for the purposes of measuring whether the Threshold Service Level and the Average
Sprint Performance has been met.

SPRINT TEAMS COMMENCING PRIOR TO 1ST NOVEMBER

A new Sprint Team commences DDS on 1* October. For Sprints 1 and 2, Service Levels
shall be measured but no Service Credits will apply. For Sprints 3 onwards, the Threshold
Service Levels and Expected Service Levels will be as per the table but Service Credits will

apply.

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SCHEDULE 14

K5 Cloud Services

13.0 Added as per CCN1645
14.0 20/12/2021 Moving Schedules to V14.0

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14

1.2

2.2

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SCHEDULE 14

K5 CLOUD SERVICES

INTRODUCTION

This Schedule shall not apply in the circumstances where Post Office (or a third party
acting on behalf of Post Office) has direct access to the K5 cloud platform for the
purposes of test and development in a separate environment to the Horizon
production environments. In such circumstances, such access and use of the KS
cloud platform shall be undertaken pursuant to clause 76.

Paragraph 2 of this Schedule sets out the provisions that shall apply in respect of the
Cloud Services, amending or supplementing the terms and conditions of the
Agreement as they apply to the Cloud Services.

SUPPLEMENTARY TERMS

Termination

2.1.1

Subject to paragraph 2.1.2, Fujitsu Services may, upon not less than 12
months’ prior written notice elect to discontinue all or part of the K5 Cloud
Services (such as, but not limited to, where Fujitsu Limited or Fujitsu
Services closes the K5 cloud platform or no longer supports a particular
element which is needed by the Post Office), in which case, Fujitsu Services
shall, at its cost, migrate the Cloud Services to an alternative platform as
may be selected by Fujitsu Services provided that: (i) Fujitsu Services has
acted reasonably and sought to take into consideration any concerns raised
by Post Office as to such alternative platform; and (ii) the alternative platform
provides a service that is equivalent to or better than the K5 Cloud Services
with respect to performance, functionality and security. Fujitsu Services
agrees that the total Charges payable by the Post Office for the Cloud
Services shall be unaffected notwithstanding the migration to the alternative
platform. Subject to paragraph 2.1.2, in the event that the Post Office incurs
any costs as a result of any such move to an alternative platform, Fujitsu
shall be liable to the Post Office for such reasonably demonstrable costs
provided that these shall not exceed £1,000,000.

Paragraph 2.1.1 shall not apply with respect to the implementation of those
projects that are agreed between the parties as using the K5 cloud platform
only on a temporary basis prior to migration to an alternative cloud platform
(currently being HNGT, HIH and Agent's Portal). Instead, the movement of
such projects to alternative cloud platforms is hereby agreed by Post Office,
subject to the costs of such movement being agreed by the parties.

No Direct Access

2.2.1

The parties agree that the Post Office shall not have the right to directly
access the K5 cloud platform and will not be provided with any administration
tights to do so. Any access by the Post Office (or any of its personnel, agents
or subcontractors) shall be a breach of this Agreement. Should Post Office

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request any such direct access, Fujitsu Services shall deny such request
and escalate the same to the Post Office’s Group ClO. In the event that
Post Office repeatedly breaches the provisions of this paragraph 2.2.1,
Fujitsu Services shall be entitled (provided it has first escalated the same to
the Post Office’s Group CIO), on no less than six months’ prior written notice
to the Post Office, to migrate Post Office to an alternative platform and Post
Office shall pay the reasonable costs associated with such move. Fujitsu
Services shall nevertheless maintain the provision of the Services
throughout any such migration.

In the event that Post Office subsequently wishes to have (or wishes one of
its subcontractors or agents to have) direct access to the K5 cloud platform,
the parties will agree any necessary operational changes to the Cloud
Services.

2.3 Changes

2.3.1

2.3.2

2.3.3

2.3.4

2.3.5

Fujitsu Services may: (i) change and discontinue at its discretion any of the
Cloud Services; (ii) change or remove features or functionality of any of the
Cloud Services from time to time; and (iii) change the Service Descriptions
relating to the Cloud Services. Unless paragraph 2.3.2 below applies, such
a change will not require approval from the Post Office.

Where any proposed change is material and may degrade the functionality,
performance or security of the Cloud Services, in the reasonable opinion of
the parties (as discussed in the appropriate governance forum), Fujitsu
Services will provide the Post Office with at least 3 months’ prior written
notice before such change is implemented and the parties will agree the
manner in which the effects of the change can be mitigated. Where
appropriate mitigations are not possible, Fujitsu Services shall migrate the
Cloud Services to an alternative platform in accordance with the provisions
of paragraph 2.1.

For the avoidance of doubt, where any change to the Cloud Services may
impact any software licensed to Post Office by a third party independently of
Fujitsu Services, such change shall be assessed in accordance with
paragraphs 2.3.1 and 2.3.2.

Without prejudice to clause 4, the parties will include, as an item within the
appropriate governance forum, a forward-looking schedule of changes to the
Cloud Services. Fujitsu Services will use its reasonable endeavours to keep
the list up dated such that, where possible, changes proposed are included
at least 6 months in advance.

The parties agree that prior to the commencement of any Services that make
use of the K5 cloud platform in a live environment, the parties will agree
through the Change Control Procedure any necessary changes to the

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service descriptions within the Agreement that relate to the use of the Cloud
Services.

2.4 Customer Content

241

24.2

Post Office is responsible for the Customer Content and: (a) shall ensure
that it does not, and that its End Users do not, use the Cloud Services to
transmit any Customer Content which is unlawful, fraudulent, defamatory,
offensive, obscene or that may bring Fujitsu Services or any other member
of its group’s reputation into disrepute or cause harm or damage in respect
of any person, entity, network or system; (b) shall obtain all necessary
permissions to use, provide, store and process Customer Content; and (c)
shall grant Fujitsu Services permission to use Customer Content to provide
the Cloud Services to the Post Office and any End Users.

“Customer Content” means the data, information and material, including
the Application Software and any data, text, audio, video, images or other
content, that the Post Office or the End User provider, transmits or stores
using any of the Cloud Services, excluding any such data, information or
material created or provided by Fujitsu Services.

2.5 Information Security

2.5.1

Fujitsu Services may install an intrusion detection system (“IDS”) in Fujitsu
Services’ equipment in order to help detect communications attempting to
disrupt or disable any of the Cloud Services, hack into Fujitsu Services’
equipment, or perform hacking using Fujitsu Services equipment, including
equipment installed for providing the Cloud Services (collectively,
“Offensive Communication’). The contents of any communications with
Fujitsu Services’ equipment or using Fujitsu Services’ equipment may be
verified by Fujitsu Services through the IDS to determine whether such
communications are Offensive Communications. Fujitsu Services may
tabulate and analyse the records of Offensive Communication obtained with
the IDS, create statistical data, and use and process the same only for
purposes of improving the security of any of the Cloud Services, the Fujitsu
Environment and Fujitsu Services’ other products and services.

2.6 Acts of Emergency

2.6.1

In the event of an emergency and where necessary to protect the integrity
of the Cloud Services or to manage or prevent a security risk, Fujitsu
Services may temporarily interrupt the Cloud Services and Fujitsu Services
shall use reasonable efforts to notify the Post Office promptly upon any such
requirement. For the avoidance of doubt, no such interruption shall act to
relieve Fujitsu Services from its obligations to provide the Services in
accordance with the Service Levels, nor shall it in any way act as a relief
event in respect of any such Service Levels.

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SCHEDULE I5

Microsoft Azure Terms Schedule

Version History

13.0 Added as per CCN1647
14.0 20/12/2021 Updated as per CCN1654b and moving all
Schedules to v14.0

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SCHEDULE I5
MICROSOFT AZURE TERMS SCHEDULE

The terms of this Schedule apply only in respect of the Microsoft Azure Services and their use by Fujitsu
Services in providing the Operational Services.

1. Post Office accepts that the provision of the Microsoft Azure Services is subject to the Post Office
accepting and agreeing to the Customer Agreement which is a binding legal contract between Post
Office and Microsoft (or its Affiliate). The Customer Agreement includes the Online Services Terms.
(as defined therein) and the SLA (as defined therein).

2. Post Office confirms and agrees that:

a. by the date of commencement of Operational Services using the Microsoft Azure Services, it
will have made all notifications to and/or secured all consents of third parties required (i) for
Fujitsu Services to be authorised to disclose Post Office Data to Microsoft and (ii) for Fujitsu
Services to process such Post Office Data, in each case solely to the extent: (a) required by
applicable privacy and data protection laws; and (b) necessary for the purposes of making use
of the Microsoft Azure Services to provide the Services in accordance with this Agreement;

b. it consents to Fujitsu Services performing the activities of Reseller set out or referred to in
Clause 4 of the Customer Agreement; and

c. Microsoft may send direct communications to Post Office related to the terms of the Customer
Agreement or the operation or delivery of the Microsoft Azure Services.

3. Fujitsu Services shall have no liability to Post Office to provide the Operational Services using the
Microsoft Azure Services to the extent that it is unable to do so as a direct result of the failure by
Post Office to comply with paragraph 2.a. of this Schedule, provided that Fujitsu Services has taken
all commercially reasonable steps to mitigate the impact of such failure.

4. Fujitsu Services shall have no liability to Post Office for any interruptions or failures of the Microsoft
Azure Services (and any associated interruptions or failures of the Operational Services provided
by Fujitsu Services under the Agreement) resulting from Microsoft exercising its right to terminate
or suspend the Microsoft Azure Services pursuant to and in accordance with the Customer
Agreement (other than where such right to terminate or suspend arises due to the acts or omissions
of Fujitsu Services), provided always that Fujitsu Services has taken all commercially reasonable
steps to mitigate such interruptions or failures.

5. Fujitsu Services shall have no liability to Post Office for any interruptions or failures of the
Operational Services provided by Fujitsu Services under the Agreement, resulting from: (a)
Microsoft materially altering the Microsoft Azure Services which in turn requires material changes.
to Fujitsu Services’ configuration of the Microsoft Azure Services used in the provision of the
Operational Services; or (b) Microsoft exercising any of its rights under the Customer Agreement
which would result in Fujitsu Services being unable, or in breach of the terms of this Agreement
were it to continue, to provide the Operational Services, provided always that in each case Fujitsu
Services has taken all commercially reasonable steps to mitigate such interruptions or failures.

6. Post Office agrees and understands:

a. thatin the event that any one or more of the Microsoft Availability Zones are wholly unavailable,
there may be limited Microsoft Azure Services capacity within the remaining Microsoft
Availability Zones and there could be some resulting degradation of the Operational Services;
and

b. that should any such degradation of the Operational Services occur, then Fujitsu Services shall
have no liability to Post Office for such degradation, provided always that Fujitsu Services has
taken all commercially reasonable steps to mitigate such degradation.

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7. Save in the circumstances described in paragraphs 3 to 6 above or in Clause 43.10.9, Fujitsu
Services shall not be relieved of liability for any failure to provide the Services in accordance with
this Agreement caused by any unavailability, interruption or failure of the Microsoft Azure Services.

8. Software Licences: Post Office accepts that any obligations of Fujitsu Services within the
Agreement relating to the grant or procurement of a licence of third party software shall not (save
to the extent otherwise agreed in writing between Post Office and Fujitsu Services) apply to any
software made available by Microsoft as part of the Microsoft Azure Services pursuant to the
Customer Agreement.

9. No Post Office Access

a.

The parties agree that Post Office shall be provided with read-only access for five named Post
Office employees or named representatives (such named employees or representatives shall
be as specified in writing by Post Office to Fujitsu Services from time to time and such
instruction promptly acted on by Fujitsu Services) only through the Microsoft provided Azure
Portal to the Azure Subscriptions that are used to deliver the Horizon Application for the period
ending 31st May 2021 but shall not otherwise (save to the extent otherwise agreed via the
Change Control Procedure between Post Office and Fujitsu Services) have the right to directly
access the technology environment operated by Microsoft for the purpose of providing the
Microsoft Azure Services and will not be provided with any administration rights to do so.
Should Post Office request any such direct access above that detailed herein, Fujitsu Services
shall deny such request and escalate the same to the Post Office's Group ClO.

Fujitsu Services shall not be liable for any failure to provide the Operational Services in
accordance with this Agreement to the extent that such failure is caused by Post Office directly
accessing the above-referred technology environment in breach of paragraph 7a above, and
Fujitsu Services shall have the right to claim any reasonable and demonstrable incremental
costs incurred by it in taking any action necessary to remediate any damage or impact to the
Operational Services caused by such breach.

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Schedule 16
Payment and Banking Service: Service Description
1. BACKGROUND
Ll Payment and Banking Service is a set of management services and infrastructure components

that have been deployed by Fujitsu Services in conjunction with its Sub-contractor Ingenico.
The Payment and Banking Service is developed to interact with the HNG-X System to provide
the following Business Capabilities and Support Facilities:

(a) the Banking Business Capability, as described in paragraph 2.5 of
Schedule B3.2 of the Agreement;

(b) the management of payments using the Debit Card and Credit Card
methods of payment within the Payment Management Business
Capability, as described in paragraphs 2.10.4 - 2.10.8 of Schedule B3.2 of
the Agreement; and

(ce) the Transaction Management Support Facility, as described within
paragraph 3.4 of Schedule B3.2 of the Agreement.

Payment and Banking Service was implemented to reduce the scope of the Card Data
Environment (CDE) within the HNG-X System, it communicates all Cardholder Data point-
to-point encrypted within the Payment and Banking Solution. As the encryption keys are
unavailable to Fujitsu Services and Post Office, all data in scope of PCI DSS (Cardholder
Data and Account Data (P2PE)) for PBS Transactions are not accessible by Fujitsu Services
or Post Office as part of the transaction process. Access to encrypted PANs within the HNG-
X System does remain in relation to reconciliation however, this shall continue until
GlobalPayments, Vocalink and American Express implement changes to mask the PANs
communicated in reconciliation data. Unless explicitly stated otherwise in this Service
Description, no other Schedule B Schedule, Service Descriptions or CCDs shall apply to this
Payment and Banking Service.

DEFINITIONS
In this Schedule 16, the following terms shall have the following meanings:

“AXIS Software” means the software hosted on the Ingenico Central Platform;

“C3 BTA Software” means the components of the C3 Software that support PBS Banking
Transactions;

“C3 CPA Software” means the components of the C3 Software that supports EMV Payment
Transactions;

“C3 Software” means the firmware deployed onto the PIN Pad, including the C3 CPA
Sofiware and the C3 BTA Software;

“Ingenico” means Fujitsu Services Sub-contractor, Ingenico Retail Enterprise (UK) Limited,
and (as the context requires) its subcontractors;

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3.2

“PBS Core Availability” means Monday to Friday (excluding Bank Holidays) — 8am to
5.30pm and Saturday — 8am to Ipm. These are the core hours used in the definitions of the
Service Level Targets for the Payment and Banking Service over which availability of the
Ingenico Central Platform shall be assured; and

“PCI P2PE” or “Payment Card Industry Point to Point Encryption” means the standard
applicable to card data encryption solutions between a payment terminal and a payment
server, which shall protect the PBS Data on the merchant's network, as published by the PCI
SSC.

DESCRIPTION OF THE SERVICE

Service Summary

The Payment and Banking Service provides the following elements of service, integrating the
services provided by Fujitsu Services with the HNG-X Operational Services:

3.1.1 The PBS Transaction Service

The PBS Transaction service provides the functional transaction processing elements of the
services and is made up of the following component parts:

e The central payment processing platform - the Ingenico Central Platform — and related
services to support the overall PCI DSS conformant solution.

e Transaction processing applications, interacting with the HNG-A Software at the
Counter Position, running on each PIN Pad supporting the processing of EMV
Payment Transactions (the C3 CPA Software), PBS Banking Transactions (the C3
BTA Software).

* Merchant Web Interface (i.e. Web Portal).
3.1.2 Payment and Banking Support Services

To support the continued delivery and availability of the PBS Transaction service the Payment
and Banking Service also provides:

¢ Pro-active monitoring of the Ingenico Central Platform and AXIS Software
e Incident Management, including Major Incident Management
e Problem Management
¢ Configuration and Operational Change Proposal management, for both:
co The Payment and Banking Solution, and

co The PIN Pad configuration management aspects of the Operational Business
Change (Branch Change) Service

e Change and Release Management
e Architectural oversight for the Payment and Banking Solution
e Support for fraud investigations and/or prosecutions

Service Definition

3.2.1 The PBS Transaction Service Components

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3.2.1.1 Ingenico Central Platform and Related Services

3.2.1

3.2.1

3.2.1

3.2.1

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The Ingenico Central Platform is a network, hardware and software infrastructure,
including the AXIS Software, and transactional databases, centrally hosted and
operated in a fully redundant environment by Ingenico, ensuring the concentration
of PBS Transaction flows from Counter Positions, their processing links with the
Acquirers! centres and the archiving of PBS Transaction history. This includes:

a) The configuration of acceptance contracts;

b) The routing of electronic PBS Transaction flows from Branch Hardware on
IP links;

c) Aggregation of PBS Transactions' data on central servers;

d) Delivery of PBS Transaction and authorisation data to (as applicable)
Acquirer centres and/or Vocalink;

e) The creation and transmission of settlement data to the Acquirer; and

f) Protection of card data exchanged and stored on the Ingenico Central
Platform according to the PCI DSS security rules.

1.1 Card types accepted

The types of cards accepted by the solution are detailed in the CCD entitled “Axis
Managed Payment Service Solution - Solution Design” (DES/APP/MAN/3760).

1.2 Multi-Acquirer Architecture

The PBS Transaction service is based on a multi-Acquirer architecture allowing the
configuration of multiple Acquirer contracts. Routing to different acquiring hosts
can be established via provisioning configuration. However, for the avoidance of
doubt, any change to Post Office Acquirer(s) or Vocalink must be made via the
Change Control Procedure, to ensure the change is adequately configured and tested
prior to release to the production environment.

1.3 Connectivity

The connectivity between the C3 Software and the Ingenico Central Platform is
based on TCP/IP protocol. The dialogues are always initiated by the C3 Software
towards the AXIS Software server of the Ingenico Central Platform. The link
between the Ingenico Central Platform and the Acquirer may use the X25, XoT or
IP protocols via Ingenico's dedicated access points, depending on the connectivity
requirement of the Acquirer. The detailed connectivity infrastructure deployed is
detailed in the CCD entitled “Axis Managed Payment Service Solution - Solution
Design” (DES/APP/MAN/3760).

-14  P2PE

The point to point encryption (P2PE) service enables card data encryption between
the PIN Pad and the Ingenico Central Platform. To enable this, PIN Pads must first
be activated in Ingenico's PCI-P2PE certified customisation centre and deployed
according to PCI P2PE rules.
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The PIN Pad is activated by means of a P2PE encryption key injected according to
a PCI P2PE certified process, transported and deployed at Post Office sites
according to the rules defined by the PCI P2PE standard. The P2PE functionality
reduces the Post Office PCI DSS certification perimeter provided that Post Office
has implemented the P2PE Implementation Manual (PIM) issued by Fujitsu
Services and set out in the CRD entitled “P2PE Implementation Manual” ([@]), and
that Ingenico is referenced by the PCI-SSC as the P2PE compliant solution supplier.
Fujitsu Services shall maintain the certification on PIN Pads and a defined
application scope.

3.2.1.1.5 Asset Tracking via Web Portal

The P2PE Asset Management Service, as described in the CCD entitled “P2Pe Asset
Management Service: Service Description” (SVM/SDM/SD/3756) is accessed via
the Web Portal. It enables Post Office to manage the deployment of its PIN Pads
over their entire life cycle, from delivery to Post Office to being scrapped. This
service allows Post Office to manage the status specified in the P2PE
Implementation Manual (PIM), and to generate inventory discrepancies as required
by the PIM.

3.2.1.1.6 I Content Remote Download

The remote download feature allows the download, to all or part of the Post Office
estate of PIN Pads, of content specific to Post Office, such as logo, image, video,
etc. Post Office shall provide content for download to PIN Pads to Fujitsu Services
and define how the download campaign should progress, as part of service requests
for campaigns to be setup and initiated. Fujitsu Services will then ensure that the
content is downloaded to PIN Pads by Ingenico accordingly.

For information purposes only, Ingenico will initiate a campaign to coordinate any
specific downloads required to the PIN Pad estate. Each campaign will be designed
to the specific nature of the downloads being pushed to the PIN Pad estate, as this
could differ from a simple screensaver update, to a new version of a component
application on the PIN Pad.

Ingenico manages campaigns so that there are no more than approximately 200
concurrent PIN Pad downloads at any single point in time; however, there can be
multiple downloads over a single night to address more than 200 actual PIN Pads.
Any PIN Pad campaigns initiated will be subject to an agreed schedule with Post
Office.

3.2.1.2. The PBS Transaction Service for EMV Payment Transactions

3.2.1.2.1 C3 CPA Software

The C3 CPA Software provides the interface between the in-Branch components
(Counter Position and PIN Pad application) and the AXIS Software servers of the
Ingenico Central Platform for EMV Payment Transaction processing. The C3 CPA
Software connects to the Ingenico Central Platform via TCP/IP.

3.2.1.2.2 Protocols and supported countries

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3.2.1

3.2.1

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As part of the PBS Transaction service, the following countries and Acquirers’
protocols can be supported for EMV Payment Transactions:

Country Protocol

UK APACS

.2.3 Payment environments

As part of the PBS Transaction service, the following payment mechanisms are
supported:

© Local in Branch payments

o Host to Host Refunds direct from Fujitsu Services’ HNG-X System, as
defined the Batch Process Functional Specification (Reference to be added)

The latter allows HNG-X Application initiated refunds and reversals. Via an
interface between the HNG-X Application and the AXIS Software server of the
Ingenico Central Platform, automated reversals or refunds of EMV Payment
Transactions can be made in respect of EMV Payment Transactions which failed or
were cancelled, either at the Counter Position or otherwise by the HNG-X System,
after the EMV Payment Transaction.

2.4 Degraded Mode

This paragraph details the functionality provided by the Payment and Banking
Solution to support a degraded mode of operation. For the avoidance of doubt,
this functionality, whilst stated here is not configured for live operation for Post
Office. If required, this could be enabled for future operation using the Change
Control Procedure.

In the event of a failure of the communication between the C3 CPA Software and
the AXIS Software server of the Ingenico Central Platform, the Payment and
Banking Service may, according to an associated parameterization, continue to
operate in “degraded” mode: the C3 CPA Software, without access to any
communication with the AXIS Software server of the Ingenico Central Platform,
must then process the EMV Payment Transaction locally, with a limit of behaviour
and amount defined between Post Office and the Acquirer. Any payment options
which can only be processed “online” with the Acquirer will not be supported in
“degraded” mode.

When operating in “degraded” mode, Post Office must note that the PIN Pad may
store EMV Payment Transactions locally. In order to be remitted to the bank, said
EMV Payment Transactions must therefore be sent to the AXIS server of the
Ingenico Central Platform, before any replacement, maintenance or withdrawal of
such PIN Pad(s) is performed.

Post Office must ensure that all EMV Payment Transactions performed in
“degraded” mode, and therefore stored locally on the PIN Pad, can be sent to the
AXIS server of the Ingenico Central Platform, either by Post Office or its sub-
contractors or by Fujitsu Services, as soon as possible.
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3.2.1.2.5 Offline Mode

This paragraph details the functionality provided by the Payment and Banking
Solution to support an Offline Mode of operation. For the avoidance of doubt,
this functionality, whilst stated here is not configured for live operation for Post
Office. If required, this could be enabled for future operation using the Change
Control Procedure.

In the case of failure of the communication between the Ingenico Central Platform
and the computer system of the Acquiring centres, the payment application may,
according to the payment card processing rules, accept certain Transactions. It is
said that these EMV Payment Transactions are carried out “offline”.

Cards that require an authorisation request, with a required positive response from
the Acquirer centre, cannot be accepted in this mode of operation. Cards that do not
require authorisation may be accepted.

The acceptance of a card in “offline” processing must meet the acceptance rules of
the Acquirer and the issuer of the card.

3.2.1.3. The PBS Transaction Service for PBS Banking Transactions

3.2.1.3.1 C3 BTA Software

The C3 BTA Software provides the interface between the in-Branch components
(Counter Position and PIN Pad application) and the AXIS Software servers of the
Ingenico Central Platform for PBS Banking Transactions. The C3 BTA Sofiware
connects to the Ingenico Central Platform via TCP/IP.

3.2.1.3.2 Protocols and supported countries

As part of the PBS Transaction service, the following countries and Acquirers’
protocols are supported for PBS Banking Transactions:

Country Protocol

UK VOCALINK LISS

3.2.1.3.3. Payment Environments

As part of the PBS Transaction service, the following transaction environments are
supported:

© Local in branch payment

o Host to Host Reversals direct from Fujitsu Services back office systems (via
Webservice)

The latter allows HNG-X Application initiated refunds and reversals. Via an
interface between the HNG-X Application and the AXIS Server of the Ingenico
Central Platform, automated reversals or refunds of PBS Banking Transactions can
be made in respect of Transactions which failed or were cancelled, either at the
Counter Position or otherwise by the HNG-X System, after the PBS Banking
Transaction.

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3.2.1.3.4  Multi-Acquirer Architecture

The PBS Transaction service is based on a multi-Acquirer architecture allowing the
configuration of multiple Acquirer contracts. However all PBS Banking
Transactions will be routed to Vocalink as the processing host.

3.2.1.3.5 Degraded mode

There is no Degraded Mode to support PBS Banking Transactions. In the event of a
failure of the communication between the C3 BTA Software and the AXIS server
of the Ingenico Central Platform, PBS Banking Transactions will not be accepted as
all PBS Banking Transactions must be performed fully online to the Vocalink host.

3.2.1.3.6 Offline mode

There is no Offline Mode to support PBS Banking Transactions. In the case of
failure of the communication between the Ingenico Central Platform and the
computer system of the Acquiring centres, PBS Banking Transactions will not be
accepted as all PBS Banking Transactions must be performed fully online to the
Vocalink host.

3.2.1.4 Web Portal

The Web Portal, delivered by the Ingenico Central Platform, is an online reporting
and monitoring tool. Web Portal provides mechanisms to view and search on PIN
Pad and EMV Payment Transaction and PBS Banking Transaction data.

Pro-active monitoring of the Ingenico Central Platform and AXIS Software

Fujitsu Services shall (acting via Ingenico) actively monitor the operations and
performance of the Ingenico Central Platform and the AXIS Software twenty-four
(24) hours per day, every day of the year. Any service impacting Incidents identified
through monitoring will be managed to resolution using the Incident Management
processes as described below. Fujitsu Services will report PI or P2 priority Incidents
for the Payment and Banking Service whenever they are identified, P3 priority
Incidents for the Payment and Banking Service identified outside of the hours of
availability of the Payment and Banking Service will be reported the next Working
Day.

Post Office and Fujitsu Services nominated users will also be given access to a
customised dashboard displaying metrics of performance data for the Ingenico
Central Platform and AXIS Software.

Incident Management, including Major Incident Management

Fujitsu Services will be responsible for informing Post Office of any Payment and
Banking Service affecting Incidents identified by Fujitsu Services or its Sub-
contractors.

The Payment and Banking Service will conform to the Fujitsu Services POA
Incident management process as defined in the Working Document entitled: “POA
Operations Incident Management Process” (SVM/SDM/PRO/0018).

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Major Incidents will be managed in accordance with the Working Document
entitled: “POA Major Incident Process” (SVM/SDM/PRO/0001).

Problem Management

The Payment and Banking Service will conform to the Fujitsu Services POA
problem management process as defined in the Working Document entitled:
“Interface Agreement for the Problem Management Interface” (CS/IFS/008).

Problem records will be created and maintained to review all P1 Incidents,
regardless of whether or not the Service Levels in respect of such Incident were met,
or whenever the Parties identify a trend in Service Level performance which
reasonably indicates that there may be a future P1 Incident. Fujitsu Services and/or
its Sub-contractors will perform root cause analysis (RCA) investigations for these
problem records and report their findings within seven (7) Working Days.

For P2 Incidents, an informal update on the cause of the Incident will be provided
to Post Office, including any additional actions required to prevent such Incidents
from happening again.

If the Parties identify a trend in Service Level performance, which reasonably
indicates that there will be a future P1 or P2 Incident, a root cause analysis of the
trend will be performed. The findings will be reported to Post Office and any
necessary steps to prevent an actual P1 or P2 Incident indicated by such root-cause
analysis will be taken.

Payment and Banking Solution Configuration and Operational Change Proposal
Management

Fujitsu Services will notify Post Office of all scheduled changes to be made to the
Payment and Banking Solution and unless otherwise agreed shall carry out
maintenance work on the Payment and Banking Solution between 00:30 and 06:00
(UK time), Sunday to Thursday (inclusive), as follows;

a) Minimum notice period prior to maintenance: four (4) Working Days,
except where Fujitsu Services believes (acting reasonably) that a failure to
perform the maintenance operations may lead to a P1 or P2 Incident, in
which case such notice must be received no less than one (1) Working Day;

b) Fujitsu Services will notify and seck agreement from Post Office for the
above scheduled changes. Any agreement from Post Office will not be
unreasonably withheld. In the event that the Parties are not able to gain
agreement, and where Fujitsu Services can demonstrate that it is required
scheduled maintenance; then Fujitsu Services will not be liable for failure
to meet any Service Levels or obligations within this Payment and Banking
Service which would not have occurred had the change taken place, until
such times as the scheduled maintenance has been executed.

c) As part of monthly reporting for the Payment and Banking Service (as
described in paragraph 3.4.8 of this Service Description) Fujitsu Services
will report on the success of all scheduled maintenance that has taken place
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in the previous month. Any unscheduled maintenance performed as a result
of Incidents, such as any emergency changes, will also be reported on.

d) For all maintenance outside the above windows, Post Office may notify
Fujitsu Services of any concerns they may reasonably have. In this scenario,
the Parties will work together to agree the best conditions to perform the
maintenance.

Fujitsu Services will raise Operational Change Proposals to notify Post Office of
scheduled changes to be made by Ingenico. The Payment and Banking Service will
create and/or impact Operational Change Proposals for operational changes in
accordance with the CCD entitled: “Service Management Service, Service
Description” (SVM/SDM/SD/0007).

A freeze period is a period of time during which scheduled downtime cannot be
carried out. Fujitsu Services shall on an annual basis notify Post Office of its freeze
period(s) for the forthcoming year for the Payment and Banking Service one (1)
month before any freeze period is set. The parties shall, acting reasonably, discuss
and to the extent operationally feasible adjust the proposed freeze period(s) to fit
requirements.

Whilst performing maintenance or repairs during any scheduled downtime or
unscheduled downtime, Fujitsu Services shall use all reasonable endeavours to
minimise the impact on the Payment and Banking Service.

Post Office shall notify Fujitsu Services of a freeze period for the Payment and
Banking Service one (1) month before any freeze period is set. Should this freeze
period restrict Fujitsu Services from performing required maintenance that would
be required to maintain the platform and the Service Level Targets of the Payment
and Banking Services (set out in this Schedule 6), then Fujitsu Services will not be
subject to any liquidated damages (payable in accordance with clause 18 (Service
Level Remedies)) accrued during the freeze period that would have been prevented
had Fujitsu Services been able to undertake the required maintenance.

Configuration Management in Support of the Operational Business Change (Branch
Change) Service

The Payment and Banking Service will manage the configuration of PIN Pads,
including MID & TID data, in support of the Operational Business Change (Branch
Change) Service when making changes in the configuration of Branches and
Counter Positions.

The allocation of identification numbers (MID & TID) to a C3 Software enabled
PIN Pad and configuration of the AXIS Software to accept transactions from that
PIN Pad, in respect of an Operational Business Change request, will constitute an
Activation to the Payment and Banking Service. After the initial roll-out of the
Payment and Banking Service to the Branch estate the first 2,000 Activations per
year is included in the Charges for the Payment and Banking Service. All
Activations over and above this first 2,000 will be charged at the rate as identified
in paragraph 3.6 of this Service Description
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Change and Release Management

The Payment and Banking Service will participate in the Change Control Procedure
as documented in Schedule A3 of the Agreement. Fujitsu Services will involve

Ingenico in the evaluation, design and impact assessment of any proposed changes,

as necessary.

Should such change result in changes to the Payment and Banking Solution then
release and deployment of the changed system will be managed using a combination
of the Operational Change procedures documented in paragraph 3.2.5 above and the
Release Management Service as documented in Annex A of the CCD entitled
“Service Management Service: Service Description” (SVM/SDM/SD/0007), as
appropriate.

Architectural Oversight

The Payment and Banking Service shall provide architectural oversight by way of
subject matter expertise in the Payment and Banking Service. Technical subject
matter expertise shall include Ingenico’s resources provided by their UK Solution
Management and UK Solution Integration Team (SIT) teams. Such subject matter
expertise will support:

a) Ongoing PCI DSS compliance and regulation compliance;
b) Solution knowledge over time is retained;

¢) Solution roadmap is defined and change requests are produced as necessary,
to include provision of updates on Solution roadmap to Post Office, twice a
year;

d) Service analysis and upgrade management is performed; and
e) Provision of PCI DSS annual accreditation & audit support.
Support for Fraud Investigations and/or Prosecutions

The Payment and Banking Service shall support the Litigation Support elements of
the Security Management Service (as described in the CCD entitled Security
Management Service: Service Description (SVM/SDM/SD/00017)) whenever
Audit Record Queries include queries on PBS Transactions and specify PCI
classified data in the search criteria. The provision of the response to those elements
of queries relating to PCI classified data shall be forwarded by Ingenico who will
respond directly to Post Office, or to a government authority as directed by Post
Office. Such Audit Record Queries must only be requested with the direction of a
government authority, such as the police or court.

Service Management
3.2.10.1 Continuous Service Improvement

Fujitsu Services will work with Ingenico and Post Office to identify and implement,
where agreed, service or cost improvement initiatives within the Payment and
Banking Service.

3.2.10.2 Supplier Management
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Fujitsu Services will be responsible for managing its third party suppliers utilised in
the support of the Payment and Banking Service, principally Ingenico. These
activities consist of:

a) monitoring the performance of the Sub-contractor;
b) managing incidents and problems related to the Sub-Contractor; and
c) managing changes related to the Sub-contractor.

3.2.10.3 Service Reporting

The Payment and Banking Service shall provide service reporting for distribution to
Post Office in accordance with the Service Management Service described in the
CCD entitled: “Service Management Service, Service Description”
(SVM/SDM/SD/0007), including all reporting received from Ingenico as detailed in
paragraph 3.4.8 of this Service Description.

Hypercare

This paragraph specifies the manner in which the Payment and Banking Service is
to be delivered and shall not be construed as imposing any higher standard with
respect to the provision of the Payment and Banking Service than specified in the
Service Level Targets.

3.2111 Fujitsu Services shall procure that Ingenico shall maintain an enhanced
level of account support to Post Office when delivering the Payment
and Banking Services (the “Hypercare Service”).

3.2.11.2 As part of the Hypercare Service, Fujitsu Services shall procure that
Ingenico provides an account structure to Post Office consisting of the
following resources:

a) an ‘Account Manager’ and ‘Client Support Executive’ to provide
account steerage and representation in Ingenico, respond promptly and
appropriately to commercial and assets issues raised and act as a
dedicated and consistent single point of contact for commercial
relationship management;

b) a dedicated Customer Service Manager which shall:

(i) provide monthly management information on the previous month’s
performance of the Payment and Banking Services and the
performance of the ‘Ingenico Central Platform’, which shall contain
(as a minimum) the following:

¢ service level performance;

key performance indicators (KPIs) on the ‘Ingenico Central
Platform’;

e trend information on service levels and KPIs;
© any applicable change requests;

¢ information on any incidents; and
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(ii)

(iii)

c)
@
(ii)
(iii)
(iv)
(vy)

)

e)

3.2.11.3

a)

b)

c)

d)

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© updates on any service improvement plans; and

support prompt resolution and management of all service-related
issues, and resolution of the same in accordance with agreed service
level timescales;

manage service / account improvement plans and will support, in
conjunction with the ‘Account Director’, periodic reviews of the
following:

quarterly or bi-annual product roadmap reviews;

access to Fujitsu Services’ ‘Innovation Labs’ as may be required
as part of the Payment and Banking Services; and

any specific service improvement initiatives raised during
monthly service reviews; and

personnel with solution subject matter expertise in respect of the Post
Office architecture and PCI standards, to ensure:

ongoing PCI and wider regulatory compliance;

retention and knowledge sharing in respect of the Post Office solution;
roadmap definition and change request writing;

service analysis and upgrade management;

PCI annual accreditation can be carried out and to provide audit
support;

act as a ‘SIT Resource’ (with the Banking specific knowledge) to
provide additional Level 1 incident support to the UK ‘IT Service
Desk’ to support resolution (where possible) of incidents at Level 1
support; and

to provide support for processing of all new Post Office Branch
activations.

As part of the Hypercare Service, Fujitsu Services shall procure that
Ingenico provides the following resources to Post Office:

operational resources to support automated complex daily key
management exchange between Vocalink and Ingenico in the event of
any service incidents;

resources to support the annual key exchange between Vocalink and
Ingenico as part of the LISS operational requirements;

enhanced proactive monitoring to support the bespoke process
interfaces between Vocalink and Ingenico, with proactive monitoring
back to Fujitsu Services;

enhanced capacity to support the bespoke and specific LISS Vocalink
interface for the non-standard banking transaction and settlement
flows between Fujitsu Services, Ingenico, and Vocalink; and
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3.3

3.4

e) annual compliance and maintenance of the LISS interface
specification.

Service Availability

The PBS Transaction service elements of the Payment and Banking Service shall be available
twenty-four (24) hours per day, every day of the year to support and enable Post Office
Branches in making EMV Payment Transactions and PBS Banking Transactions at any time;
subject to any agreed unavailability due to scheduled changes as described in paragraph 3.2.5
of this Service Description and within the availability Service Level Targets as documented
in paragraph 3.4 of this Service Description.

For recording and responding to P3 Incidents and Service Requests the hours of operation are
Monday - Friday (excluding Bank Holidays) 8am - 8pm, Saturday - 8am - Spm, Sunday - No
cover, Bank Holidays (excluding Christmas Day) 8am - 2pm. The Payment and Banking
Service will record and respond to P1 & P2 Incidents at all times.

All other service elements of the Payment and Banking Service will be provided between
09:00 and 17:30, Monday to Friday excluding Bank Holidays.

Service Level Targets and Remedies
All Service Levels and Key Performance Indicators will be measured over a calendar month.

The Service Level Targets in the remainder of this paragraph which relate to an Incident shall
be measured from the point at which that Incident is received by Ingenico. Fujitsu Services
shall route Incidents or other Payment and Banking Service needs to Ingenico promptly and
efficiently for Payment and Banking Service (having regard to the severity of the Incident and
relevant response and resolution times) but in any event no later than fifteen (15) minutes after
assessing that Ingenico are the appropriate party for resolution), within the usual working
practices of the other HNG-X Services.

3.4.1 Transaction Performance of the Ingenico Central Platform

The performance of the Ingenico Central Platform shall be calculated by measuring the
transaction processing time for EMV Payment and PBS Banking Transactions. This shall be
measured as follows:

¢ For EMV Payment Transactions. This shall be measured as transit time from receipt
at the perimeter of the network ingress point of the Ingenico Central Platform to
despatch of authorisation response to the PIN Pad from the network egress point of
the Ingenico Central Platform, minus any time taken from the Acquirer(s) to provide
a response back to the Ingenico Central Platform. This shall be measured as the
average EMV Payment Transaction processing time over a calendar month.

e For PBS Banking Transactions. This shall be measured as transit time from receipt at
the perimeter of the network ingress point of the Ingenico Central Platform to
despatch of authorisation response to the PIN Pad from the network egress point of
the Ingenico Central Platform, minus anytime taken from Vocalink to provide a
response back to the Ingenico Central Platform. This shall be measured as the average
PBS Banking Transaction processing time over a calendar month.

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Fujitsu Services shall process EMV Payment Transactions and PBS Banking Transactions on
the Ingenico Central Platform within the following timeframes:

Average of all EMV Payment Transactions processed over a 2.0 seconds
calendar month

Average of all PBS Banking Transactions processed over a =< 2.0 seconds
calendar month

The transaction processing time Service Level Target for PBS Banking Transactions is an
SLT that Fujitsu Services are committed to achieving. However, this cannot be finalised until
development, testing and piloting of the Payment and Banking Solution in a Live Production
environment is completed. It is therefore agreed, that this Service Level Target shall be
reviewed and agreed as part of progressing beyond Payment and Banking Service Trigger
Point PBS6.

Table I in paragraph 3.4.10 of this Service Description adds further detail to the above Service
Level Target, in which:

¢ SLA-EMV1.1 relates to the processing of EMV Payment Transactions against this
transaction processing time SLT.

¢ SLA-BANK1.2 relates to the processing of PBS Banking Transactions against this
transaction processing time SLT.

* Both SLA-EMVI.1 and SLA-BANK1.2 will be reported over a calendar month,
however only SLA-BANK 1.2 will be subject to liquidated damages.

3.4.1.1 Exclusions.

The following events are excluded from measuring the performance of the Ingenico
Central Platform:

a) any failures of applications which are not maintained or provided by Fujitsu
Services or its Subcontractors that impact the Payment and Banking
Solution receiving a correctly formatted request to process a PBS Banking
or EMV Payment Transaction;

b) any failures of integration with third party components resulting from
changes that are not covered by an approved Operational Change Proposal
or CWO; and

¢) any network connectivity issue resulting from any failure or degradation of
service, including the inability of PIN Pads to connect to the Ingenico
Central Platform, other than where such connectivity failure results from an

act, omission or breach by Fujitsu Services;
3.4.2 Availability of the Ingenico Central Platform

The Ingenico Central Platform will be available, to support and enable Post Office Branches
in making EMV Payment Transactions and PBS Banking Transactions (subject to any agreed

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unavailability due to scheduled changes as described in paragraph 3.2.5 of this Service
Description) for at least the availability of the Service Level Target below.

The Service Level Target for availability of the Ingenico Central Platform within the PBS

Core Availability hours measured over a calendar month i

cal

ry INGENCIO Central Platform over a I 99.95% Ay
lendar month

The availability will be recorded and monitored using Ingenico's Incident management

systems (

Incident ticket and monitoring tools).

The availability target is applicable to the Ingenico Central Platform that supports both EMV
Payment and PBS Banking Transactions.

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3.4.2.1 Calculating Availability for EMV Payment Transactions and PBS
Banking Transactions

An unsuccessful EMV Payment Transaction or PBS Banking Transaction is a PBS
Transaction for which the Ingenico Central Platform does not, receive the
authorisation or decline (as applicable) due to an Ingenico system issue.

The current configuration of the Payment and Banking Solution does not enable
offline mode or degraded mode for EMV Payment Transactions. Hence, the
availability rate described below is a combined measure for EMV Payment and PBS
Banking Transactions. Should Post Office request to enable these features in the
future for EMV Payment Transactions using the Change Control Procedure, then
these availability rate calculations will be modified to bring this into effect.

The availability rate of the Ingenico Central Platform for successful EMV Payment
and PBS Banking Transactions, against all PBS Transactions (excluding Exclusions,
as described in paragraph 3.4.2.2 below), shall be calculated as;

As TSH — TUDT x

TSH 100

Where;
A=% of Availability over a calendar month

TSH = Total Service Hours (total time within Core Availability Hours in the
calendar month - Exclusions)

TUDT = Total unscheduled downtime (i.e. duration of all Incidents in period)
(hours)

Table I in paragraph 3.4.10 of this Service Description adds further detail to the
above Service Level Target, detailing it as; SLA2.1, SLA2.2, SLA2.3 and SLA2.4
for availability for EMV Payment Transactions; and SLA2.5, SLA2.6, SLA2.7 and
SLA2.8 for PBS Banking Transactions.

The following examples are based on a 229h per calendar month period, using June
2020 as an example reporting period.
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Example 1:

A total of 1-hour Incident duration in a calendar month.

Total Service Hours: 229
Incident Duration: 1 Hour

Service Availability: (229 - 1)/229 = 99.56% availability; (SLA2.3
breached)

Example 2:

A total of 5 minutes Incident duration in a calendar month.

Total Service Hours: 229
Incident Duration: 5 minutes (0.083 hours)

Service Availability: (229 - 0.083))/229 = 99,96% availability (no
applicable SLA breached)

3.4.2.2 Exclusions

The following events are excluded from measuring the availability of the Ingenico
Central Platform:

a)

b)

c)

d)

scheduled downtime, which shall refer to any unavailability due to
scheduled changes made in accordance with the process as described in
paragraph 3.2.5 of this Service Description;

any failures of applications (other than the Ingenico Central Platform) used
by Post Office which are not maintained or provided by Ingenico and which
cause the unavailability of the Ingenico Central Platform;

any failures of integration with third party components resulting from
changes made by Post Office outside the Change Control Procedure and
which cause the unavailability of the Ingenico Central Platform; and

any network connectivity issue resulting from Vocalink or Post Office
connectivity supplier failure, including the inability of PIN Pads to connect
to the Ingenico Central Platform, other than where such connectivity failure
results from an act, omission or breach by Fujitsu Services.

Settlement File Generation and Transmitting

Fujitsu Services (acting via Ingenico) shall submit all settlement files of EMV Payment
Transactions to the Acquirer by the Acquirer cut off times specified in the CCD entitled “Axis
Managed Payment Service Solution - Solution Design” (DES/APP/MAN/3760). The cut-off
point for processing EMV Payment Transactions for daily settlement data generation will be
23:00, and will submit the Settlement file to GlobalPayments by 04:00 the next day. Any
change to this time or to the Acquirer will be addressed using the Change Control Procedure.

Ingenico shall submit the settlement files to each Acquirer by such time which allows them
to re-attempt the submission if the first attempt fails. If both attempts fail Fujitsu Services will
notify Post Office of the failure in writing.

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Fujitsu Service will notify Post Office on the same Working Day if confirmation of receipt of
the settlement files by individual Acquirers (where Acquirers commit to return confirmations)
is not received by 08.00hrs.

More detail of this Service Level is set out as SLA3.1 in Table I in paragraph 3.4.10 of this
Service Description.

3.4.4 Online data access

Fujitsu Services shall provide access for Post Office to the Web Portal, allowing it to be able
to view and extract data as required, providing access to details of all EMV Payment and PBS
Banking Transactions over the prior 15 months, on a rolling basis.

More detail of this Service Level is set out as SLA4.1 in Table 1 in paragraph 3.4.10 of this
Service Description.

3.4.5 Incident Priority Definitions, Response and Resolution Times

Priority levels for Incidents raised against the Payment and Banking Service are defined in
the table below:

Priority Level definitions Measures

P1 Incident means an Incident in which there

a) acomplete outage of the Payment and Banking Service I Response time —
impacting > 90% of all Post Office Branches, including I fifteen (15) minutes
loss of a major payment type of EMV Payment
Transactions or PBS Banking Transactions; or Update frequency —

Hourly

b) the whole or critical part of the Payment and Banking
Service is unusable causing major impact, e.g. I Resolution time — two
processing of EMV Payment Transactions or PBS I (2) hours for EMV

Banking Transactions; or Payment Transactions
and PBS Banking
©) an Incident within a production environment that will I Transactions

potentially materially affect Post Office satisfaction
with the Payment and Banking Service, brand,
profitability, revenue streams if it continues or persists
for more than four (4) hours.

P2 Incident means an Incident in which there is:

a) Not a complete outage of the Payment and Banking I Response time — thirty
Service; or (30) mins

b) Impacting >10% but < 90% of Post Office Branches; or I Update frequency —

Hourly
©) some impact on the business where a limited
workaround is available; or Resolution time ~ eight
(8) hours

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Priority Level definitions Measures
d) an Incident within a production environment that could
impact Post Office satisfaction, brand, profitability,
revenue stream or internal processes, but where there is
a limited workaround; or
e) which has or is likely to have a financial impact of less

than £25,000 or damage to the reputation of the business
is likely to be low.

P3 Incident means an Incident in which there

Other items which may include: Non-urgent issues, Issues with
acceptable workaround available, Where Post Office agrees a

low priority.

a) with little or no impact on the business; or

b) for which end users (customers or staff) have a
workaround; or

c) an Incident within a production environment that has no
impact on external or internal processes; or

d) which impacts very few or no customers and/or has a
low level of inconvenience for the affected customers;
or

©) which affects very few staff, and/or those staff are still
able to do their job using an acceptable workaround; or

f) which has or is likely to have no financial impact or

damage to the reputation of the business.

Response time ~ one
(1) Working Day

Resolution time — five
(5) Working Days

Resolution time shall be measured from the time the Incident is logged with Ingenico, but
excluding any “Stop The Clock” time when the Incident is passed back to Fujitsu Services,
Post Office or any associated third-party.

The Service Level Targets associated with the reporting, response and resolution of Incidents
are detailed in Table 1 in paragraph 3.4.10 of this Service Description, detailing them as
SLA6.1, SLA6.2, SLA6.3, SLA7.1, SLA7.2 and SLA7.3.

3.4.6 Root Cause Analysis Production

Whenever root cause analyses (RCAs) are produced, in accordance with paragraph 3.2.4 of
this Service Description, they will be produced and provided to Post Office within 7 Working

Days.

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The Service Level Targets

sociated with the provision of Root Cause Analysis Reports
detailed in Table 1 in paragraph 3.4.10 of this Service Description, as SLAS.1.

3.4.7 Service Requests

Fujitsu Services shall process service requests within ten (10) Working Days. For the purposes
of this Service Description and this Service Level Target the following requests for additional
services as requested by Post Office, shall be included;

© Requests for access management changes (c.g. joiners-movers-leavers and password
resets) for users of Web Portal;

e Requests for Activations/de-Activations in respect of Operation Business Changes
raised via the Operational Business Change (Branch Change) Service; and

¢ Requests for content remote download campaigns. Note: Provision of this service
request is dependent on being given full information for the campaign in the request.
The SLT provides for fulfilment of campaign setup until campaign commencement,
only, complete performance/operation of the campaign may then take significantly
longer than the ten (10) Working Days, according to the design and constraints of the
campaign.

Further detail regarding this Service Level is set out in Table 1 in paragraph 3.4.10 of this
Service Description, as SLA8.1.

3.4.8 Reporting

Fujitsu Services shall provide reporting on the Payment and Banking Service to be included
as part of the Service Review Book to Post Office in accordance with the timescales as
specified in the CCD entitled “Management Information Service: Service Description”
(SVM/SDM/SD/0016). For Payment and Banking Service this reporting shall include, as a
minimum:

a) performance against the Service Level Targets; and

b) a calculation of the liquidated damages and Service Points (if any) which
are due to Post Office in accordance with the Service Level Targets; and

c) a summary of all Incidents affecting the Payment and Banking Service
which arose during that month; and

d) asummary on the success of all scheduled maintenance that has taken place
in the previous month, along with a summary view on all in-flight Change
Requests; and

e) where applicable, a report on any service rectification and improvement
plans.

3.4.9 Liquidated damages and Service Points

The liquidated damages payable in respect of a failure to meet the Service Level Targets are
set out in Table I below.

The total amount of liquidated damages in respect of this Payment and Banking Service
payable by Fujitsu Services, across all Service Level Targets combined, for any calendar
month shall not in any event exceed an amount equivalent to 20% of the per PBS Transaction

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FU,

clement of the Payment and Banking Service Operational Unit Charge in respect of that

calendar month.

In addition to the liquidated damages, Post Office shall accumulate Service Points for each
breach of the Service Level Targets by Fujitsu Services in accordance with Table 1 in
paragraph 3.4.10 of this Service Description.

Fujitsu Services shall initiate and agree with Post Office a reasonable service rectification and
improvement plan in the following circumstances:

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a)

b)

c)

)

e)

Post Office accumulates ten (10) or more Service Points in one (1) calendar
month;

Post Office accumulates fifteen (15) or more Service Points in any three (3)
consecutive calendar months; or

Post Office accumulates twenty (20) or more Service Points in any six (6)
consecutive calendar months; or

Availability of the Ingenico Central Platform drops below 99.5% in any one
(1) calendar month, where a root cause analysis (RCA) does not already
exist for the availability dropping below this level in the same calendar
month.

Any of the limits to liquidated damages are met, whether the total limit
identified in paragraph 3.4.9 of this Service Description or any of the limits
to liquidated damages identified against the particular Service Level Targets
set out as SLA3.1, SLA4.1 and SLAS.1 in Table 1 in paragraph 3.4.10 of
this Service Description.

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3.4.10
Table 1
Service Service
Level
Ref.
SLA- Transaction
EMV1.1 Processing of the

Ingenico Central
Platform for EMV

Payment

Transactions
SLA- Transaction
BANK1.2 Processing of the

Ingenico Central
Platform for PBS
Banking
Transactions

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Table of Service Level Targets

Measurement
methodology

EMV
Transactions

Average of
Payment
processed in less than or
equal to 2.0 seconds over
a calendar month

Processed having the
meaning set out in
paragraph 3.4.1 of this
Service Description.

Average of PBS Banking
Transactions processed in
less than or equal to 2.0
seconds over a calendar
month.

Processed having the
meaning set out in
paragraph 3.4.1 of this
Service Description.

Service Measurement Liquidated Service Points
Level Period damages
Target

2.0s Monthly £0 3

2.0s Monthly 10% of the total 5

value of the PBS
Banking Transaction
processing
Operational Unit
Charge as invoiced
by Fujitsu Services
in that particular
calendar month

Notes

As stated in

paragraph 3.4.1
this is a “target”
for Fujitsu
Services to

commit to, but will
be confirmed post
Pilot of — the
Banking Solution.

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SLA2.1 INGENCIO Central
Platform Availabi
Band 1 for EMV
Payment

Transactions

SLA2.2 INGENCIO Central
Platform Availabil
Band 2 for EMV
Payment
Transactions

SLA23 INGENCIO Central
Platform Availabi
Band 3 for EMV
Payment
Transactions

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Availability as calculated
in accordance with
paragraph 3.4.2 of this
Service Description.

Availability as calculated
in accordance with
paragraph 3.4.2 of this
Service Description.

Availability as calculated
in accordance with
paragraph 3.4.2 of this
Service Description.

< 99.94%
2 99.85%

< 99.85%
= 99.65%

< 99.65%
299.5%

Monthly

Monthly

Monthly

5% of the total value
of the EMV
Payment
Transaction
processing
Operational Unit
Charge as invoiced
by Fujitsu Services
in that particular
calendar month.

10% of the total
value of the EMV
Payment
Transaction
processing
Operational Unit
Charge as invoiced
by Fujitsu Services
in that particular
calendar month

15% of the total
value of the EMV.
Payment
Transaction
processing
Operational Unit
Charge as invoiced
by Fujitsu Services

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SLA2.4 INGENCIO Central
Platform Availability
Band 4 for EMV
Payment
Transactions

SLA2.5 INGENCIO Central
Platform Availability
Band 1 for PBS
Banking
Transactions

SLA2.6

Platform Availabil

Band 2 for PBS
Banking
Transactions

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Availability as calculated
in accordance with
paragraph 3.4.2 of this
Service Description.

Availability as calculated
in accordance with
paragraph 3.4.2 of this
Service Description.

Availability as calculated
in accordance with
paragraph 3.4.2 of this
Service Description.

< 99.5%

<99.94%
2 99.85%

< 99.85%
2 99.65%

in that particular
calendar month

Monthly 20% of the total
value of the EMV
Payment
Transaction
processing
Operational Unit
Charge invoiced by
Fujitsu Services in
that particular
calendar month

Monthly 5% of the total value
of the PBS Banking
Transaction
processing
Operational Unit
Charge as invoiced
by Fujitsu Services
in that particular
calendar month.

Monthly 10% of the total
value of the PBS
Banking Transaction
processing
Operational Unit
Charge as invoiced
by Fujitsu Services

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SLA2.7 INGENCIO Central
Platform Availability
Band 3 for PBS
Banking
Transactions

SLA2.8 INGENCIO Central
Platform Availability
Band 4 for PBS
Banking
Transactions

SLA3.1 Generating and
transmitting
settlement file

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Availability as calculated
in accordance with
paragraph 3.4.2 of this
Service Description.

Availability as calculated
in accordance with
paragraph 3.4.2 of this
Service Description.

Transactions are to be
transmitted each day in a
settlement file to Post
Office’s chosen
Acquirer(s) and in line
with the Payment and
Banking Service defined
in the CCD entitled “Axis.

< 99.65%

299.5%

< 99.5%

100%

Monthly

Monthly

Daily

in that particular
calendar month

15% of the total
value of the PBS
Banking Transaction
processing
Operational Unit
Charge as invoiced
by Fujitsu Services
in that particular
calendar month

20% of the total
value of all the PBS
Banking Transaction

processing

Operational Unit
Charge invoiced by

Fujitsu Services in
that particular
calendar month

For a failure, ina

calendar month =

£1000 for the first

failure and £1000

for each failure, up
to 3 failures

maximum.

Total liquidated
damages in respect
of this Service
Level Target to be
limited to £3000 in
any __ particular
calendar month.

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SLA4.1 Online data access

SLAS.1 Delivery of P1 RCA
Report within
TWorking Days of
notification of
Incident

SLA6.1 P1 Incident Response

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Managed Payment
Service Solution -
Solution Design”
(DES/APP/MAN/3760)

To provide access for Post
Office to the Web Portal
and for Post Office to be
able to extract data as
required.

Fujitsu Services is to
provide a Pl Incident
RCA (Root — Cause
Analysis) report to Post
Office.

Priority level 1 Incident
responded to within 15
minutes of — Fujitsu
Services notifying the
Incident to the Ingenico
help desk or Ingenico
identifying the Incident,

No
instances
of
complete
outage of
the Web
Portal

100%

100%

Daily

Per occurrence

Per Occurrence

Each full Working

Day the Web Portal
is unavailable, and

an Incident ticket
has been raised with
Fujitsu Services by
Post Office = £1000

Each time a P1
report is not
submitted on time =
£1000

£0

Total liquidated
damages in respect
of this Service
Level Target to be
limited in any
consecutive 3-
month period to
£3000

Total — liquidated
damages in respect
of this Service
Level Target to be
limited in any
consecutive 3-
month period to
£3000

Measurement of

the time between
identification and
notification to the
Fujitsu Services
teams (or
identification and
notification by

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SLA6.2 _P2 Incident Response

SLA6.3 P3 Response

SLA7.1 P1 Incident
Resolution

Resolution of the
incident means
resolving the incident
in order to allow PBS
Transactions to be

Schedule 16 V14.0
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and reporting the incident
to Fujitsu Services.

Priority level 2 Incident
responded to within 30
minutes of — Fujitsu
Services notifying the
Incident to the Ingenico
help desk or Ingenico
identifying the Incident,
and reporting the incident
to Fujitsu Services.

Priority level 3 Incident
notified within 1 Working
Day of Fujitsu Services
notifying the Incident to
the Ingenico help desk or
Ingenico identifying the
Incident, and reporting
the incident to Fujitsu
Services.

Priority level Incident
Resolved within 2 hours
of the Incident being
logged at the Ingenico
help desk.

100%

100%

100%

Per Occurrence

Per Occurrence

Per Occurrence

£0

£0

£0

Fujitsu Services to
Ingenico).

Measurement of
the time between
identification and
notification to the
Fujitsu Services
teams.

Measurement of
the time between
identification and
notification to the
Fujitsu Service
teams.

Measurement of
the time between
reporting of the
incident and
resolution.

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completed and could
include the
implementation of a
temporary work
around which enables
PBS Transactions to
be completed.

SLAT7.2 P2 Incident
Resolution

Resolution of the
Incident means
resolving the Incident
in order to allow PBS
Transactions to be
completed and could
include the
implementation of a
temporary work
around which enables
PBS Transactions to
be completed.

SLA7.3 P3 Incident
Resolution

Resolution of the
Incident means
resolving the Incident
in order to allow PBS.
Transactions to be

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Priority level 2 Incident
resolved within 8 hours of
the Incident being logged
at the Ingenico help desk.

Priority level 3 Incident
resolved within 5
Working Days, from
when incident is logged at
the Ingenico help desk.

100%

100%

Per Occurrence

Per Occurrence

£0

£0

Measurement of
the time between
reporting of the
incident and
resolution.

Measurement of
the time between
reporting of the
incident and
resolution.

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completed and could
include the
implementation of a
temporary work
around which enables
PBS Transactions to
be completed.

SLA8.1 Service Requests Percentage of service
requests (as defined in
paragraph 3.4.7 of this
Service Description)
completed against the
target time of 10 Working
Days.

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>= 98%

Monthly

£0

Service Requests
of the types
identified in
paragraph 3.4.7 of
this Service
Description are to
be fulfilled to this
Service Level
Target.

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3.5 Service Limits and Volumetrics

Limits on the maximum amounts of liquidated damages payable and the volumes of
Activations which are provided in the Charges of the Payment and Banking Service are
described in the previous paragraphs of this Service Description.

3.6 Reference to Associated Charges within Schedule DI

3.6.1

3.6.2

Operational Fixed Charge

The Payment and Banking Service Operational Fixed Charge is £115,167.00 per
calendar month.

Operational Unit Charge

The Payment and Banking Service Operational Unit Charge is calculated as the sum
of;

(a) £0.00536 per PBS Transaction performed using the Payment and Banking
Service, to be aggregated each calendar month

(b) £42.11 per Activation into the Payment and Banking Service, to be
aggregated each calendar month. These Charges to be calculated in
accordance with the minimum numbers of qualifying Activations and
provisions of free Activations, within the different time periods of the
Payment and Banking Service, as specified in paragraph 2.19 of Schedule
D1 Charges.

3.7 Dependencies and Interfaces to the Operational Services

3.7.1

In order to minimise Charges when adding this Payment and Banking Service to the
Operational Services the Payment and Banking Service provides operational
support, re-using many of the resource teams already used to provide a number of
other Operational Services. The Payment and Banking Service Operational Charges
described in paragraph 3.6 have been identified as those that are incremental to the
Operational Charges made in respect of those other Operational Services. Any
changes to the scope of the following Operational Services may therefore result in
necessary changes to the scope and Operational Charges to the Payment and
Banking Service;

(a) P2PE Asset Management Service

(b) Service Management Service;

(c) Security Management Service;

(d) Systems Management Service;

(e) Operational Business Change (Branch Change) Service;
() Reference Data Management Service; or

(g) Management Information Service.

3.8 Post Office Dependencies and Responsibilities

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3.9

3.8.1 Tn addition to any responsibilities laid out in this Service Description, Post Office
responsibilities are as set out in Schedule AS of the Agreement.

3.8.2. Post Office shall not unreasonably withhold or delay its approval of Operational
Change Proposals, submitted via the operational change control process, necessary
for maintenance and support. Any delay in such approval could impact the provision
of the Payment and Banking Service.

Business Continuity

3.9.1 Ingenico’s IT Service Desk is split across two (2) sites (UK/Australia) operating a
follow-the-sun support model, providing staff cover and business continuity twenty-
four (24) hours per day, every day of the year.

3.9.2. Ingenico’s Multi-channel Support is split across two (2) sites (France/Australia),
operating a follow-the-sun support model, providing staff cover and business
continuity twenty-four (24) hours per day, every day of the year.

3.9.3 Fujitsu Services shall assess its Business Continuity Plans for the Payment and
Banking Service, in accordance with paragraph 1.11 of Schedule B2 Business
Continuity.

The Documentation Set Supporting the Service

Document Ref Document Title

CS/IFS/008 Interface Agreement for the Problem Management Interface
SVM/SDM/PRO/0001 POA Major Incident Process

SVM/SDM/PRO/0018 I POA Operations Incident Management Process

SVM/SDM/SD/0007 Service Management Service, Service Description

Operational Business Change (Branch Change) Service: Service

SVM/SDM/SD/0014 ior
Description

SVM/SDM/SD/0016 Management Information Service: Service Description

SVM/SDM/SD/0017 Security Management Service: Service Description

SVM/SDM/SD/3756 P2Pe Asset Management Service: Service Description

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Appendix 1 to Schedule 16
Migration Plan

Migration Plan

This Appendix details the planning and scoping principles that will form the following phases:

Payment and Banking Pilot (covering Payment and Banking (as defined in Schedule I6)); and
© Migration schedule for the Payment and Banking Services

For each phase the roles and responsibilities of each of the Parties will be specified in this Appendix. This
Appendix will not specify the detailed plan for each phase, this will be agreed as part of the project delivery.
Should there be a change to the scope and/or assumptions and/or roles and responsibilities set out in this
Appendix, this may be subject to Change Control.

Payment and Banking Pilot
4.1.1 Scope and Planning Assumptions and Responsibilities

The scope of the Payment and Banking Pilot will involve deploying the Payment and Banking Services (as
defined in Schedule 16) into the Ingenico production environments ready to support live operation of the
Payment and Banking Solution to a limited set of Post Office Branches.

¢ — Fujitsu Services will ensure that the payment processing platforms are ready to support the deployment
of the Payment and Banking Solution up to a two hundred (200) counters in fifty (50) Branches.

¢ Post Office shall provide a list of the Branches to be used for running the Payment and Banking Pilot no
less than six (6) weeks prior to the commencement of the Payment and Banking Pilot.

© — The Payment and Banking Pilot will be limited to a period of two (2) weeks from Payment and Banking
Pilot go-live.

© At the end of the two (2) week period of the Payment and Banking Pilot the Parties shall mutually agree
based on the Go/ No-go Criteria as detailed below and such other criteria that the Parties agree (such
agreement not to be unreasonably withheld) achievement of Payment and Banking Service Trigger Point
PBS4. In the absence of such agreement, the Parties shall refer to the Dispute Resolution Procedure for
resolution,

For the purpose of this paragraph 4.1.1, the “Go/No-go Criteria” shall consist of the following:

© Fujitsu Services confirming that it is able to perform reconciliation

© Post Office confirming that the solution has no significant impact on any other relevant Post Office
systems

© There are not any outstanding P1 or P2 incidents that require route cause analysis and / or rectification
prior to roll-out commencing

© Confirmation from Ingenico that it is able to deliver to the Service Levels Targets, and specifically the
Transaction Time Service Level.

4.2 Migration Schedule

4.2.1 Scope and Planning Assumptions and Responsibilities

The scope of the migration will involve deploying the Payment and Banking Services (as defined in Schedule
16) and signed-off by the Payment and Banking into the Post Office Branch estate. The migration assumes:

e The migration will operate for a maximum period of six (6) weeks (unless otherwise agreed between the
Parties), to commence one (1) week after acceptance of the Payment and Banking Pilot sign-off where
acceptance has occurred in accordance with paragraph 4.1.1 above. Should issues be found during the

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Payment and Banking Pilot that would require re-provisioning of the full estate, then revised rollout plans
would need to be agreed between the Parties

No more than the greater of: (a) two thousand five hundred (2,500) Branches; and (b) six thousand
(6,000) Counter Positions, will be migrated in any one (1) week during the roll-out and limited to five
hundred (500) Branches / one thousand two hundred (1200) Counters in any one (1) day, subject to there
being no issues found during the Payment and Banking Pilot that would require the estate to require re-
provisioning.

Post Office shall provide to Fujitsu Services no less than six (6) weeks prior to commencement of the
Payment and Banking Pilot the branch details of the full Post Office Counter estate to allow Fujitsu
Services to setup (provision) the data on the Payment and Banking Service Platform and shall notify
Fujitsu Services within such six (6) week period of any changes to such branch details. Fujitsu Services
will notify Post Office to the extent that any such changes cannot be supported in the roll out plan and
the Parties.

Fujitsu Services shall setup the Post Office branch estate onto the Payment and Banking Service platform
to support the migration of the Payment and Banking Services

Fujitsu Services will provide support to Post Office (and any third-parties) in the day to day migration
of the Payment and Banking Services, including triage of any problems incurred during the migration of
the Payment and Banking Services

Fujitsu Services will resolve any defects in accordance with the Service Level Targets or failure to
achieve a Service Level Target, related to the setup of the Payment and Banking Services with the
Payment and Banking platform

Fujitsu Services will not be responsible for any planning, prioritisation or coordination of the migration
schedule, but Post Office shall ensure that Fujitsu Services is provided and agrees the migration schedule
or any changes thereto.

Fujitsu Services will deliver the Hypercare Services during the migration period, and thereafter

Early Life Support will be applicable during the migration period.

ife Support

From Early Life Support, the Payment and Banking Services shall include the Hypercare Service to ensure that
Fujitsu Services can deliver the Payment and Banking Service in line with the Service Level Targets. During
Early Life Support, Ingenico may increase the support resources over and above the level required for the
Hypereare Service.

As soon as possible, and in any event within eight (8) weeks of the execution of this CCN, the Parties shall
agree the criteria for Payment and Banking Service Acceptance.

During Early Life Support, liquidated damages in respect of the Payment and Banking Services shall not accrue
until eight (8) weeks after the final Branch is migrated to the Payment and Banking Service.

Post Office will acceptance test the Payment and Banking Services against the agreed criteria for Payment and
Banking Service Acceptance no earlier than four (4) weeks after the final Branch is migrated to the Payment and
Banking Service. Where the Payment and Banking Services fails to meet the acceptance criteria for Payment
and Banking Service Acceptance, Fujitsu shall provide Post Office a written plan to remedy such failure
(“Remediation Plan”) as soon as possible (and in any event within five (5) Business Days of having received
notice from Post Office of failing to meet the requirements for Payment and Banking Service Acceptance). The
Remediation Plan shall include a timetable of remedial work and provide for the remedial work to be undertaken
as soon as possible. Fujitsu Services shall commit such resources as required to implement the Remediation

Plan.

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Appendix 2

General Terms and Conditions of Use

These general terms and conditions of use (hereinafter referred to as the "GCU") shall apply to Post Office and,
in general, to any of its personnel or contractors that use the Payment and Banking Service (cach a “PBS End
User”). Post Office shall, and shall procure that its PBS End Users shall, comply with the terms of this GCU.
Post Office shall be responsible for its PBS End User’s compliance with the terms of this GCU.

Ingenico reserves the right to make reasonable and proportionate amendments to this GCU at any time following
a change to regulations or standards as required for Ingenico to comply with such regulations or standards. Any
amendment shall be notified on the Web Merchant Interface or sent by email or by post to Post Office. Post
Office shall, as appropriate, notify its PBS End Users of any such amendments made by Ingenico. Use of the
Payment and Banking Service by the PBS End Users after notice is sent by Ingenico shall constitute acceptance
of any amendments to this GCU.

1. General compliance with laws and ethical standards during use of the Payment and Banking
Service

Post Office shall not, and shall procure that its PBS End Users shall not, use the Payment and Banking Service
shall in a way that: (a) constitutes an infringement of the Intellectual Property Rights of any third party(other
than any infringement that is subject to an indemnity given by Fujitsu Services pursuant to Clause 34.1 (Fujitsu
Services Indemnity)); or (b) breaches any applicable law or statutory provision, order or any regulations in effect,
including, but not limited to, applicable laws or statutory provisions in relation to spamming, protection of
privacy, the protection of consumers and minors, general public policy rules and rules on defamation

Post Office shall, and shall procure that its PBS End Users shall, comply with any internet protocols and standards
in effect and applicable to its use of the Payment and Banking Service.

2. Compliance with rules on registration and security on the Web Merchant Interface

Post Office and its PBS End Users may use the consultation service for the Web Merchant Interface provided
that any relevant PBS End Users has registered for such service with Ingenico and chosen a username
("Username") and password.

Post Office shall procure that, when obtaining a Username, its PBS End Users provide information that is
accurate, complete and up-to-date.

Post Office acknowledges that when obtaining a Username, a PBS End User shall not have the ability to: (a)
select or use another pers

s username as their Username; or (b) use a name or a protected name, which cannot
be validly used without obtaining prior permission from the rightful owner, as a Username,

Notwithstanding the above, Post Office shall procure that its PBS End Users do not share Usernames between
several users or allow Usernames to be used by any person who is not the user to whom that Username shall
exclusively relate.

3. Security rules for accessing the Ingenico Central Platform

Post Office shall, and shall procure that its PBS End Users shall, comply with the security rules notified to it in
relation to access of the Ingenico Central Platform. This obligation shall mean, without limitation, that they shall
not:

(a) access data not intended for the PBS End User concerned or connect to a server or account to which the
PBS End User has no access,

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(b) attempt to discover, examine or test the vulnerability of a system or network or ignore the security and
authentication measures applicable without being duly authorised by Ingenico;

(c)_ seek to interfere with, disrupt or alter the correct operation of the Ingenico Central Platform, the server

or the network or render them unusable, including but not limited to, if these events are due to saturation

of the systems or network, including due to overload or congestion (‘flooding’), the mass sending of

unwanted emails (‘email bombing’) or failure (‘crash’);

falsify any data of a data transfer protocol or any IP address or all or part of the information contained

in the header of any email;

(e) take any action to obtain services that they are not authorised to receive:

(f) prevent the authentication of a user or endanger the security of any server, network or account access

(according to a process called ‘cracking’ or ‘hacking’), or interfere with the operation of the Ingenico

Central Platform, the Solution or the network (‘denial of service or service attacks’); or

send any viruses, worms, Trojan horses or other harmful code or attachment.

(d

&

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SCHEDULE J

Description of Data Processing
Version History

Dat

Added as per CCN1674a

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Subject matter of the processing

All HNG-X Business Capabilities
Schedule B3.2

The functionality available at each Counter
Position for serving Customers shall comprise
one or more Business Capabilities in paragraph
2 of Schedule B3.2.

The provision of each Business Capability is
dependent on one or more of the Support
Facilities described in paragraph 3 of Schedule
B3.2.

Subject Matter

Fujitsu may process Personal Data under the
Existing Agreement for the purposes set out in
the Existing Agreement (if any), and otherwise
in the furtherance of the arrangements
between the parties, in each case in connection
with the provision of IT related services.

Duration of the processing

Commercial data is transitory in HNG-X, except
that it is held in Audit (for at least seven years)
and for support purposes in other systems (for

up to 365 days).

See details under The return and destruction of
the data below.

For as long as is necessary for Fujitsu to comply
with its obligations under the Existing
Agreement (if any) and for the furtherance of
the arrangements between the parties, and as
otherwise permitted by this Agreement and the
Existing Agreement.

The retention of specific types of personal data
and Special Category personal data will be
determined by the Post Office Data Retention
Policy. Data Retention rules applicable to
specific data may be reflected in Interface
Specifications.

Nature and purposes of the processing

[Detail specific to the Business Capability —
derived from and always superseded by the
latest version of Schedule B3.2]

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Nature

Fujitsu will process data in the following ways:

1. Data processed by Fujitsu without
transformation, logging or archiving, or
without transformation but with logging
and/or archiving.

The majority of the transaction types that run
in HNG-X/HNG-A utilise “AP-ADC scripts”,
implemented and maintained by Post Office or
its agents outside the change control processes
operated by Fujitsu.

Fujitsu relies on the PO to provide knowledge of
the data captured by any AP-ADC script and
may not understand the nature or purposes of
processing such transactions on behalf of Post
Office and third-party consumers of the data
with whom Post Office Limited has a
commercial arrangement.

AP-ADC scripts may use Fujitsu Horizon
frameworks and components to collect,
validate and exchange data with third parties
without Fujitsu being aware of the nature of
the data collected, transmitted or stored within
archives.

2. Data is processed and optionally archived
in Data Centre Services via various Business
Capabilities.

Processing activities such as storage, retrieval,

analysis, data collection, transformation and

data transfer may all be undertaken by Fujitsu
as follows:

(Near) Real-Time Data processing

¢ Passed in Real-time or Near Real Time
(periodically) TO a third party consumer of the
data (e.g. to Royal Mail via Track and Trace
data file)

Received in Real-time or Near Real Time
(periodically) FROM a third party provider of
the data (e.g. from National Express / DVLA)

EROSS Saitement Date processing:

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Batch Processing:

* Passed overnight to POL Credence, Core
Finance System and Post Office Ltd cash
planning and management systems.

* Passed monthly to Success Factors
EPOSS Settlement Data

At the time of basket settlement at the Post
Office Counter, transaction data is:

Recorded in Counter and/or BAL logs.
¢ Stored in the Branch Database.

e Passed overnight to POL Credence and
Core Finance Services.

¢ Passed in Real-time or Near Real Time
(periodically) to a third party consumer
of the data (e.g. to Royal Mail via Track
and Trace data file)

© Stored in Audit.
Common Interface Specifications:

REQ/APP/AIS/2070-Branch Full to Credence
AIS

REQ/APP/AIS/3362-Horizon to CFS Financial
System AIS

REQ/APP/AIS/3383-Horizon to CFS.
Reconciliation AIS

EA/IFS/006- Horizon to Credence AIS
Purpose

The purpose of the processing aligns to
functionality presented by the Horizon (HNG-X
/ HNG-A) system at each Post Office Counter
Position for serving Post Office customers.
Horizon comprises one or more Business
Capabilities as outlined in paragraph 2 of
Schedule B3.2 of the HNG-X contract. Provision

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of each Business Capability is dependent on
one or more of the Support Facilities described
in paragraph 3 of Schedule B3.2.

Type of Personal Data

The Post Office Limited has not informed
Fujitsu of all of the data captured, transmitted
and recorded in the Fujitsu systems that Post
Office Limited believes to Personal Data under
GDPR.

The type of personal data processed varies
across the supported Business Capabilities and
transaction types within those Capabilities.

As Data Processor, Fujitsu is involved in
collecting data, or processing data, according to
Post Office requirements, this includes meeting
specific system interface specifications
determined by third party consumers of that
data (with whom Post Office maintains a
contractual relationship, but Fujitsu do not).

Fujitsu therefore relies on Post Office to
establish and maintain Fujitsu’s understanding
and awareness of ALL Personal Data and
Special Category Personal Data which Post
Office requires to be collected, processed or
audited. Fujitsu relies on Post Office Limited to
maintain an awareness/knowledge of the data
captured by any AP-ADC script, as this is
defined by the script author (Post Office Limited
or their agent) and typically to meet an
interface of a third-party consumer of the data
with whom Post Office Limited has a
commercial arrangement.

In the absence of such a definition, Data items
can only be definitively specified by Fujitsu as
being captured for Non-APADC transactions
where the capture of data is defined within Post
Office Use Cases (such as PS-12 Postal Services),
or in well-defined data mapping specifications
(Generic and interstage Web Services). Where
that is true references will be made to the
HNG-X project repository version of the
relevant interface specifications which HNG-X
implements

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These transactions include:

¢ ETOPUP

® Generic and Interstage Web Services
(e.g. DVLA)

e Bureau de Change

© Debit Card Payments

¢ Postal Services Use Cases
© Banking

Based on Schedule B3.2 Para 3.9.5: All data
captured at the Data Centre either as part of a
Transaction performed at a Counter Position or
as an administration function shall form part of
a unique Transaction which shall have a unique
reference number. The format of this
Transaction shall vary according to the
Transaction type but will typically contain:

* Branch Code

Counter Position ID;

unique Transaction ID;

date;

time;

User ID

Cost

Quantity

Basket Session Id

© Product Id

* Transaction Mode

Transaction details specific to the
transaction

eee

Categories of Data Subject

Personal data and Special Category Personal
Data related to the following categories of data
subject will be processed as part of the
supported business capabilities:

Post Office Customers
e Post Office Employees and Agents
© Other Individuals

On the counter, the clerk enters data. The
clerk requests the data from the customer in-
branch.

On external systems such as Self Service
Kiosk/Paystation, the customer in-branch

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enters the data as requested by the system,
and related data will enter the HNG-X system.

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

Gathered transaction data is:

*Note As of May 2014 (CP1261) POL
suspended the purging of data from Audit,
to support litigation services

Logs are held on the Counter for 180
days.

Logs are held on the HBS server for 30
days and the logs are held in the
support repository for 3 months.

Logs are held on the BAL servers for 8
days and in the support repository for 3
months.

Retained in Branch (Transaction)
Database (BRDB) for a typical period of
4 days:

[DES/APP/HLD/0020 Section 21.2]
*Note — not a CCD
For Example:

BRDB_RX_APS_TRANSACTIONS
(APADC) (4 days)

BRDB_RX_NRT_TRANSACTIONS (4 days
plus APADC Txn defined addition)

BRDB_RX_EPOSS_TRANSACTIONS (4
days)

Retained in Branch Support System
Database (BRSS) for 62 days

A subset of information (e.g. Cost,
Quantity, Product Id etc) is held in BRSS
for 365 days*
BRDB_RX_REP_SESSON_DATA.

* CP2173/(PVCS 6730) - CT2620 - Rel Ind
- APPROVED - Data retention increase in
BRSS from 6 months to 12 months
R18.73 applied to LST 23 October 2018
and to Production 8 Nov 2018

Data within the commercial Audit trail
is retained for at least seven years*.

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Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

POL — Data Controller or Processor

POL — Data Controller and Processor (within
the AP-ADC transaction)

Fujitsu — Data Processor or Sub-processor

Fujitsu are responsible for the technology that
captures or facilitates the capture of
transaction data and passes it through to POL
Credence and designated third-parties (e.g.
Royal Mail) to meet a defined version of an
Application Interface or Interface Specification.

Fujitsu are responsible for the security and
storage of data in transit and at rest whilst
within the HNG-X system.

Fujitsu do not currently sub-contract any of the
data processing.

For all transactions Post Office Limited are
responsible for defining what personal data
and special category personal data must be
captured by the HNG-X system and what data is
exchanged with POL or third party clients to
meet a defined version of an Application
Interface or Interface Specification.

Additionally, for any AP-ADC transaction, POL
are responsible for any data transmitted via
any online interactions performed by the AP-
ADC script.

Post Office will ensure that change requests
related to Horizon (HNG-X / HNG-A) hosting or
functionality include an indication of whether
and how processing of personal data and
Special Category personal data is affected by
the proposed change.

Name of 3" party with access to data /
knowledge about data

There may well be interface specifications
between POL and the recipient client that
defines the content of this XML, but Fujitsu do
not maintain such documents

Personal Data Hosting and Processing locations

Personal Data is hosted only in the UK. The
HNG-X data stores reside in Fujitsu Data
centres in Belfast, Northern Ireland (IRE11 /
IRE19).

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Personal Data is only accessed from within the
EEA.

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Subject matter of the processing

In/Out Automated Payment and Additional Data
Capture transactions

Schedule B3.2

Section 2.3 - In/Out Payment Business Capability

The In/Out Payment Business Capability enables Post
Office to provide a range of payment services to
Customers comprising in-payment (e.g. bill payment)
and out-payment (e.g. postal order redemption).

Section 2.1.3 - Additional Data Capture ‘AP-ADC’
transactions

The HNG-X/HNG-A ‘AP-ADC’ framework supports a
range of data selection, capture and validation
facilities which are controlled and constrained by
Post Office Reference Data

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Nature of the processing:
Schedule B3.2 - Section 2.3

2.3.1 The In/Out Payment Business Capability
enables Post Office to provide a range of payment
services to Customers comprising in-payment (e.g.
bill payment) and out-payment (e.g. postal order
redemption).

2.3.2 The In/Out Payment Business Capability may be
invoked through the use of Tokens or other
mechanisms and may involve the use of a range of
data capture, data validation and Transaction
validation facilities.

2.3.3 The In/Out Payment Business Capability supports}
the following range of Tokens:

® magnetic stripe cards
¢ barcoded documents

2.3.4 The Clients and Tokens supported by the In/Out
Payment Business Capability are set out in the CCD
entitled “Automated Payments System Client List”
(BP/DOC/008).

Specific payment services and the Transactions which
support them conform to the relevant Application

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Interface Specification, the CCD entitled “POCL
Automated Payments Generic Rules” (BP/DOC/014)
and appropriate Token Technology Specification(s).

2.3.5 The In/Out Payment Business Capability
supports the use of HNG-X User Interface
components which may be specified via Post Office
Reference Data as being equivalent to a manually
entered barcode token

2.3.6 The In/Out Payment Business Capability may
utilise data, typically comprising tariff data, received
from Clients.

2.3.7 The In/Out Payment Business Capability may
access the PAF Support Facility, APOP Business
Capability and such other specific external applicationsI
as the Parties may agree under the Change Control
Procedure.

2.3.8 Transactions undertaken using the In/Out
Payment Business Capability shall be recorded as part
of a Customer Session and shall be committed as part
of the settlement process using the Payment
Management Business Capability.

2.3.9 Transactions undertaken using the In/Out
Payment Business Capability and taking place within
the same POL Core Day as the original Transaction and
committed using the Payment Management Business
Capability may subsequently be Reversed in a new
Customer Session, subject to such action being
allowed within Reference Data. This shall have the
effect of Reversing the accounting effect of the
Transaction. Where a Transaction has been Reversed
then no data relating to the original Transaction or the
Reversing Transaction shall be sent to the relevant
Client subject to the relevant Application Interface
Specification. It will not be possible to start a Reversal
Transaction during the period of three minutes before
the end of the POL Core Day.

2.3.10 Data captured as a result of an In/Out
Payment Transaction shall be transferred to Client
systems and Post Office systems in accordance with
the relevant Application Interface Specification and
shall be carried out using the File Management
Support Facility.

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For all APADC scripted Transactions the following
statements and specifications apply:

There may well by interface specifications between
POL and the sending or receiving 3rd party that
defines the content of expected data messages
and/or files but Fujitsu do not maintain such
documents.

APS Type G Interface Specification-AP/IFS/056
APS Type T Interface Specification-AP/IFS/059
APS Type BT Interface Specification-AP/IFS/O60
APS Type X Interface Specification- AP/IFS/061
APS Type XO Interface Specification-AP/IFS/062

APS Type XU Interface Specification -
DES/APP/AIS/1428

The Type X, XO & XU contain a package of XML that is
defined by AP-ADC Reference data supplied by Atos.

POL expressed purpose of the processing:

To capture APS transactions at a Post Office counter
for delivery of transaction data to Post Office Limited
Clients

To capture APS transactions at a Post Office counter
for delivery of Client Transmission Summary to Post
Office Limited (CTS Report)

Generic Look-up - To send data and request data
to/from Post Office Limited clients in ‘real’ time
during a customer session

Type of Personal Data

See : Fujitsu Common Statement

POL expression of ‘Personal Data’ sample only, not
an exclusive list

PAN

Customer Sort Code

Customer Account Number

Access Ind.

Sequence No.

© Accounting Data (transaction amount,
transaction dates etc.)

© Order number

e Agent Code

© User/Staff ID

eoeee

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¢ — Invoice-number

* Transaction Reference
e Receipt Reference

e Post Office Code or FAD

Additional Data — means the data that may be
captured at the point of transaction and stored in
non-defined fields of which Fujitsu relies on Post
Office to advise of the content of such data, whether
or not such data is required or requested to be
captured at counter, and which is subject to the
provision of below.

Fujitsu will process Personal Data in accordance with
the Schedule A4, ARC/SEC/ARC/003 and
ARC/SEC/ARC/001. The Parties agree that Fujitsu is
processing Personal Data solely on the instructions of
POL

Coach cards (A pre-paid card allowing
customers to benefit from discounts when
booking a National Express coach. Each coach
card has a unique 8 or 9 alphanumeric code)

CTS (Clients Transaction Summaries) Detail
Record

 ~ Client’s Name (The AP Client Account name)

e Settlement Client Name (The name of the
client with which settlement is made)

WEB SERVICE CLIENT CONNECTION
SERVICE — not an exclusive list

¢ Alternate Contact Number

¢ Mobile Number

© Primary Email

© Secondary Email

e Delivery Address

e Appointment Special Arrangement Notes

e Contact/Passengers Name

e® Contact Telephone Number

Bank Account

e Account Holder Name

¢ Account Number

¢ Sort Code

¢ Marketing Preference

Categories of Data Subject

See : Fujitsu Common Statement

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Plan for return and destruction of the
data once the processing is complete
UNLESS requirement under union or
member state law to preserve that data
type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding
monitoring and processing of Personal
Data.

See : Fujitsu Common Statement
POL expression of Roles and Responsibilities:

Atos manage the list of clients and their associated
delivery agreements. Content defined in APADC
Scripts.

Name of 3" party with access to data /
knowledge about data

See : Fujitsu Common Statement

Note: * - POL AP Clients (approximately 850 clients
across 150 destinations)

POL Expression of 3" Party Access:
Ingenico

Atos

Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

See : Fujitsu Common Statement

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Subject matter of the processing

AP Out-Payments (APOP) Business Capability

Schedule B3.2

Section 2.4 - The AP Out-Payments (APOP)
Business Capability is a set of components that
support the creation of APOP Services. Each
business application that makes use of the
APOP Business Capability will be segmented
into its own APOP Service.

Example APOP Services include:

¢ Drop and Go

e¢ Camelot Cheques / Postal Orders
¢ Over 50s Life Cover

Bureau Pre-Order

NS&I

¢ Stock Ordering

POL Expression of the Subject Matter:

Automated Payments Out Pay (APOP) is a
voucher Database that allows customers to
purchase Postal Orders over a post office
counter in branch.

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

APOP Transactions are AP-ADC scripted
transactions which pertain to ‘vouchers’.

The components of the APOP Business
Capability are fully enumerated in Schedule
B3.2

Section 2.4.2

2.4.7 Transactions undertaken using the APOP
Business Capability shall be recorded as part of a
Customer Session and shall be committed as
part of the settlement process using the
Payment Management Business Capability.

The following are generic interface
specifications that describe how data must be
formatted.

They do not describe the content of the data.

POL Client to Voucher Host System AIS-
AP/IFS/063

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APOP Host System Reporting to Client AIS-
AP/IFS/065

See : Fujitsu Common Statement
POL expressed purpose of the processing:

Generic Look-up - To send data and request
data to/from the Belfast data centre APOP
Database in real time during a customer
session

Reporting - APOP reporting service to send
transaction data to Post Office Limited APOP
Clients

Batch - To receive transaction data from Post
Office Limited APOP Clients

Administration - To administer the APOP
Database

Type of Personal Data

See : Fujitsu Common Statement

POL expression of ‘Personal Data’

e Contact title
Contact forename
Contact initials
Contact surname.
Address Line Field(s)
Post Code
Telephone Number
Email Address

\Additional Data — means the data that may be
captured at the point of transaction and stored in
inon-defined fields of which Fujitsu relies on Post
Office to advise of the content of such data,
hether or not such data is required or requested
{to be captured at counter, and which is subject to
ithe provision of below.
Fujitsu will process Personal Data in accordance
ith the Schedule A4, ARC/SEC/ARC/003 and
IARC/SEC/ARC/001. The Parties agree that Fujitsu
lis processing Personal Data solely on the
instructions of POL

Client Identifier

File Sequence Number
Client Identifier

Staff ID

coeee

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° Transaction ID

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

POL expressed Plan for return and destruction
of the data

Note:Check with Atos/POL Configuration of
retention varies

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

POL expression of Roles and Responsibilities:
Atos — APADC

Fujitsu — Data Processor

Atos — PODG

Name of 3” party with access to data /
knowledge about data

See : Fujitsu Common Statement for APADC
Transactions

POL Expression of 3" Party Access:
Financial Institution (Link, Santander or CAPO)

POL APOP Clients (approximately 12 clients)
and Post Office Limited

Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

Alan Holmes

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Subject matter of the processing

Banking Business Capability
Schedule B3.2
Section 2.5 - The Banking Business Capabi

enables Post Office to support the transaction
of banking business in Branches.

Duration of the processing

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

Clare Keane/Chris Bailey

Nature and purposes of the processing

2.5.2 The Banking Business Capability is invoked
by either:

-acard swipe (or input of card details) where
EMV functionality is not supported in respect of
that card; or

- a Customer inserting their card into the chip
card reader in a PIN Pad where such card
supports EMV functionality.

2.5.3 The following Transaction types are
supported:

e cash deposit;

cash withdrawal;

e balance enquiry;

© withdraw limit;

e change of PIN at PIN Pad; and

e cheque deposit.

2.5.4 Each Transaction type comprises:

* aseries of screen dialogues;

the input or selection of data by the User;

e the input of PIN numbers by Customers
where applicable;

e the interactive exchange of information
via the Data Centres with the Bank
systems; and

the printing of receipts.

2.5.5 Transactions undertaken using the
Banking Business Capability shall be centrally
recorded as part of a Customer Session and shall
be committed as part of the settlement process
using the Payment Management Business
Capability.

See : Fujitsu Common Statement for
Settlement

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2.5.6 The Banking Business Capability supports
the Transaction Enquiry Service by passing NB
Requests, NB Authorisations, NB Confirmations
and Reversals (where applicable to the Banking
Business Capability) to the Transaction Enquiry
Service from where they are available for query
using TESQA.

Relevant Interface specifications:
DES/APP/SPE/0001- TES Query Application
Specification

SVM/SDM/SD/0020- End to End Reconciliation
Reporting

NB/IFS/036- TES Reports Specification

3" Party interface specifications:

NB/IFS/024- LINK Application Interface
Specification

NB/IFS/025- CAPO Application Interface

Specification

NB/IFS/026- Santander Application Interface
Specification

REQ/GEN/STD/3366- LINK Reconciliation
Specification (LIS5) AIS

NB/IFS/030- NBX - Fl Reconciliation &
Settlement File AIS

POL expressed purpose of the processing:

The services are to enable business capabilities,
some of those are till transactions in the
branches and others are support capabilities
that support the business capabilities.

Authorisation - To request a banking service
such as PIN Change, Balance Enquiry, Deposit
or Withdrawal

Response - Response to a banking service such
as PIN Change, Balance Enquiry, Deposit or
Withdrawal

Reversal - Reversal of a banking transactions

Reconciliation - Daily Transaction detail
transfer from Belfast to Financial Institution

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TES Query - Web Service allowing user access
to query banking transactions

Reporting - DRS Reconciliation reports

DRS Workstation - Transaction Query in
support of reconciliation

Type of Personal Data

e PAN
Account Details (as per AIS)

See : Fujitsu Common Statement
POL expression of ‘Personal Data’

PIN Data

Primary Account Number (PAN)

Transaction amount

Transaction ID — unique to the customer

and transaction and to the Post Office

© Post Office branch ID and terminal ID

© User/clerk ID

eCard Expiry Date

e PIN (not used for some deposits) and is
sent encrypted in the real time message
flow to the Fis

e Card details, including the card number

e PAN (encrypted/hashed) is stored

Categories of Data Subject

See : Fujitsu Common Statement.

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement.

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement.

Name of 3" party with access to data /
knowledge about data

3" Party access:

LINK
CAPO

Santander

POL Expression of 3 Party Access:

Financial Institution (Link, Santander or CAPO)
SSC

Location of Datacentre

See : Fujitsu Common Statement

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Subject matter of the processing

DVLA Licensing Business Capability

Schedule B3.2

Section 2.6 - The DVLA Licensing Business
Capability enables Post Office to support the
provision of vehicle re-licensing Transactions in
selected Branches which are determined by Post
Office Reference Data.

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2

2.6.2 Vehicle re-licensing Transactions are
enabled by captured data as specified by Post
Office Reference Data and utilise the data
capture facilities of the In/Out Payment Business
Capability.

2.6.3 Vehicle re-licencing Transactions utilise an
online interaction with DVLA systems which
retrieves information concerning MOT status
and vehicle excise duty as well as other
supporting data.

2.6.5 Transactions undertaken using the DVLA
Licensing Business Capability shall be recorded
as part of a Customer Session and shall be
committed as part of the settlement process
using the Payment Management Business
Capability.

See : Fujitsu Common Statement.

Relevant Interface specifications:
DV/IFS/001- Horizon to DVLA AIS
REQ/APP/AIS/2016-Change of Tax Class Data
Mapping

REQ/APP/AIS/2025- Change of Tax Class AIS
REQ/APP/AIS/2015- Vehicle Excise Duty Data
Mapping

REQ/APP/AIS/2018- Vehicle Excise Duty AIS
REQ/APP/AIS/2561- DVLA Extended Licensing
Services AIS Front Office Counters Direct Debit
Capture

REQ/APP/AIS/2562- Data Mapping for DVLA
Direct Debit Instruction Capture

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POL expressed purpose of the processing:

The DVLA Licensing Business Capability
contains nothing that is not already delivered
by the In/Out Payment Business Capability. As
such, it is a sub-set of such capability and has
all the associated functionality for data capture
and transfer.

To capture APS transactions at a Post Office
counter for delivery of transaction data to Post
Office Limited Clients

To capture APS transactions at a Post Office
counter for delivery of Client Transmission
Summary to Post Office Limited (CTS Report)

Generic Look-up - To send data and request
data to/from Post Office Limited clients in real
time during a customer session

Type of Personal Data

See : Fujitsu Common Statement
POL expression of ‘Personal Data’

e VRM- Vehicle Registration Mark
e Tax_Disc_Barcode

e  Vehicle_Excise_Duty

e Response_Code

e  Version_Number

e Application ID
«Transaction Reference ID
* Barcode Number

e License Serial Number

¢ Title

e Surname

e° Forename

* Postcode

* Vehicle Tax Data

e Fee Data

© Physical Data

*¢ Wheel Plan Code

* Bank Account Sort Code
* Bank Account Number

¢ Mandate ID

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS

See : Fujitsu Common Statement

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requirement under union or member state law
to preserve that data type of data

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

POL expressed Plan for return and destruction
of the data:

Atos manage the list of clients and their
associated delivery agreements - Content
defined in APADC Scripts.

Fujitsu — Data Processor

POL — Data Controller

Name of 3 party with access to data /
knowledge about data

See : Fujitsu Common Statement for APADC
Transactions

3" Party access:
DVLA
POL Expression of 3" Party Access:

Atos

Location of Datacentre

See : Fujitsu Common Statement.

Fujitsu GDPR/DPA Data Analyst

Sarah Selwyn

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Subject matter of the processing

Electronic Top-Up Business Capability

Schedule B3.2

Section 2.7 - The Electronic Top-Up Business
Capability enables Post Office to support the
Customer purchase or refund of mobile phone
related credits and associated content products
(e.g. ring tones)

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2

2.7.2 Electronic Top-Up ('ETU') credit products
{known as 'Top-Up' products or 'PIN' products)
are invoked by swiping a Customer's card (or by
the manual input by the Counter Clerk of the
Customer’s card details). ETU content products
(known as PIN/e-voucher products) are invoked
by Counter Clerk selection. The following
Transaction types are supported:

the purchase of a card based Top-Up
product;

the purchase of card based PIN product;

the purchase of a PIN/e-voucher product;

the refund of a card based Transaction;
and

* the refund of a PIN/e-voucher
Transaction.

2.7.3 Each Transaction type comprises:

e@ the selection of ETU products from
menus;

e aseries of screen dialogues;

© the input or selection of data by the User;

e the interactive exchange of information
with e-pay; and

e the printing of receipts.

2.7.4 Transactions undertaken using the
Electronic Top-Up Business Capability shall be
centrally recorded as part of a Customer Session
and shall be committed as part of the settlement!
process using the Payment Management
Business Capability.

See : Fujitsu Common Statement.

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2.7.5 The Electronic Top-Up Business Capability
shall automatically generate a Reversal
Transaction and transmit this to e-pay when
the authorisation response to certain
Transaction types is not received within a pre-
configured timeout period.

POL expressed purpose of the processing:
Response - To request an electronic top-up
Reversal - Response to a top-up request

Reconciliation - Daily Transaction detail
transfer from E-pay to Belfast

Reporting - DRS Reconciliation reports

DRS Workstation - Transaction Query

Type of Personal Data

Relevant Interface Specifications:

SVM/SDM/SD/0020-End to End Reconciliation
Reporting

3" Party interface specifications:

ET/IFS/001-E-Pay Application Interface
Specification

See : Fujitsu Common Statement

¢ Cashier ID

Original Transaction ID

¢ Mobile Number

¢ Unique Transaction ID (or PIN Serial
Number)

e PIN (Product Identification Number/E-
pay unique activation code)

eCard Details

Transaction Amount

Client Reference

Account Reference Id

Sort Code

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

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Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Name of 3" party with access to data /
knowledge about data

3" Party access:
E-Pay

POL Expression of 3" Party Access:

Financial Institution (E-PAY)

Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

Paul Braisher

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Subject matter of the processing

Bureau Service Business Capability
Schedule B3.2 - Section 2.8 —

2.8.1 The Bureau Service Business Capability enables
Post Office to trade foreign currencies and travellers’
cheques on-demand at Counter Positions (the on-
demand Bureau Service facility).

2.8.2 The Bureau Service Business Capability enables
Post Office to pre-order foreign currencies and
travellers’ cheques at Counter Positions (the pre-
order Bureau Service facility).

2.8.3 The Bureau Service Business Capability enables
Post Office to sell and top-up travel money cards at
Counter Positions (the travel money card Bureau
Service facility).

2.8.4 The Bureau Service Business Capability enables
Post Office to capture, validate and report on the
barcode or serial number on travellers’ cheques
traded.

2.8.5 The Bureau Service Business Capability enables
Post Office to control the Bureau Service facilities
available at a Counter Position by Post Office
Reference Data

2.8.6 The Bureau Service Business Capability enables
Post Office to control the currency types that can be
traded by each Bureau Service facility at a Counter
Position by Post Office Reference Data

POL expression of the Subject Matter:

First Rate Exchange Services - The Bureau
Service Business Capability enables Post Office
to trade foreign currencies and travellers’
cheques at Counter Positions in Post Office
Branch

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2 —

2.8.7 The counter dialogue for the Bureau
Service facilities is controlled by Post Office
Reference Data in accordance with and subject
to the provisions of the CCD entitled “AP-ADC
Reference Manual” (DES/GEN/MAN/0002).

See : Fujitsu Common Statement

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Relevant Interface specifications:
DES/APP/MAN/0001- Type A/B Reference Data
Counter Objects definition
DES/GEN/MAN/1653- PODG Route Definition
User Guide

DES/GEN/MAN/0002- AP-ADC Reference
Manual

DES/APP/AIS/1887- Post Office MDM XML
Format Reference Data Specification
SVM/SDM/SD/0018- Message Broadcast ServiceI
Description

3° Party interface specifications:

REQ/APP/AIS/2509- FCC Service Specification
REQ/APP/AIS/2507- FMCC Data Mapping
NB/IFS/012 - TPS to FRTS AIS

REQ/APP/AIS/0704 -Branch & Price Profiles AIS
RD/IFS/033-Spot Rates and Margins AIS

POL expressed purpose of the processing:
Bureau Sales -

To capture Bureau sales transactions at a Post
Office counter for later accounting and
reporting

To capture general retail sales transactions at a
Post Office counter for delivery of summarised
product data to First Rate Travel Services

To capture additional data relating to bureau
sales using the technology provided by In/Out
Payment Business Capability

Receive Spot Rates, Margins, Branch Profile and
Pricing Profile reference data

Type of Personal Data

See : Fujitsu Common Statement

POL expression of ‘Personal Data’
Bureau Service

* Transaction Ref No
e Last 4 Digits of the Payment Cards

e Name
e Address
e ID

Travel Money Card

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e Address

e ID

* encrypted PAN
e = Carrier Id

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

Name of 3rd party with access to data /
knowledge about data

First Rate

Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

Sarah Selwyn

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Subject matter of the processing

Postal Services Business Capability
Schedule B3.2 Section 2.9

2.9.1 The Postal Services Business Capability
supports a range of Mails Acceptance and Mails
Administration business processes taking place
within designated Branches together with
support for the establishment and management
of Postal Services Reference Data. These will
comprise: -

-services provided to Customers that support
the pricing and sale of mails products;

-the management of mail items received into
and despatched from a Branch;

-the provision of data to Post Office and Postal
Services Clients concerning these operations;
-tools to enable Post Office to establish and
manage the Postal Services Reference Data.

2.9.2 Mails Acceptance supports the over the
counter processes for accepting mail items
from customers

2.9.3 Mails Administration supports the in-
Branch processes for receiving and dispatching
mails items

2.9.4 The Postal Services Business Capability
supports the transfer to the BIG of track and
trace and related data captured by the Mails
Acceptance and Mails Administration facilities
for selected Mails Carriers and the transfer of
completed Postal Services transaction data to
various Post Office systems

2.9.5 The Postal Services Business Capability
enables Post Office to specify and manage the
Carrier Services Reference Data which controls
the options, choices and pricing for all Carrier
Services.

Relevant Interface specifications:
DES/APP/MAN/0001- Type A/B Reference Data
Counter Objects definition

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DES/APP/MAN/0002- Postal Services Reference
Data Definitions

DES/GEN/MAN/1653- PODG Route Definition
User Guide

DES/GEN/MAN/0002- AP-ADC Reference
Manual

DES/APP/AIS/1887- Post Office MDM XML
Format Reference Data Specification
REQ/APP/AIS/1526- Royal Mail PAF
Programmers Guide

REQ/APP/AIS/1591- PAF POL Additional Data
Application Interface

SVM/SDM/SD/0018- Message Broadcast
Service Description

AS/IFS/001-Track and Trace AIS
REQ/APP/AIS/2046-Paystation Track and Trace
Als

REQ/APP/AIS/2753-BarCodes for all - Data
Matrix and Pre-Advice

REQ/APP/AIS/2754- Barcoding All Parcels AIS

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2

2.9.6 Transactions undertaken using the Postal
Services Business Capability shall be recorded as
part of a Customer Session and shall be
committed as part of the settlement process
using the Payment Management Business
Capability.

The Postal Services service captures
information on the counter, or on the Horizon
Business Server (HBS) supporting Self Service
Kiosks, from the customer to determine details
of a mail item, the mail service to be used, and
the destination.

On the counter, the Postal Services service may
use an AP-ADC transaction to capture
additional information (expected to be
concerning "dangerous goods" restrictions, but
could be anything).

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The counter may also capture mails
information via AP-ADC directly (see
Automated Payments service).

See : Fujitsu Common Statement for
Settlement

POL expressed purpose of the processing:

Postal Services Reference Data - Receive and
interpret Postal Service reference data

In/Out Automated Payment and Additional
Data Capture transactions - To capture APS.
transactions at a Post Office counter for
delivery of postal data to Royal Mail

Mails Postal Sales (Track & Trace) - To capture
mails transactions at a Post Office counter for
delivery of postal data to Royal Mail

Mails Postal Sales (Barcoding all Parcels) - To
capture mails transactions at a Post Office
counter for delivery of postal data to Royal
Mail

Pay station Local Collect - To allow local collect
transactions to be performed on Pay station
Devices and delivered via Belfast Data Centre
to Royal Mail

Type of Personal Data

See : Fujitsu Common Statement

The following data items are typically captured
by the Postal Services service for Non-APADC
transactions (e.g. Use Case : PS-12):

e Weight

¢ Mail item format (e.g. Large Letter)

© Service (e.g. 1% Class Signed For)

e Destination Country

e® Destination Address (e.g. Postcode/Zip,
House Name/No/PO Box, Street,
Town/BFPO Number)

e Value of Goods

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Consequential Loss Cover

Saturday Delivery option

Certificate Of Posting option

Postage method (Label, Stamps, Pre-

payment)

@ Unique Label Identifier

¢ 2D barcode and PRN Reference
Number

@ 1D barcode and Track and Trace

Reference Number

POL expression of ‘Personal Data’

Delivery address
Destination Address
Delivery postcode

Recipient Name (Optional)
Unique Item ID?

1D Tracking Number
Sender’s Signature for Declaration
Order number

Invoice number

Certificate Number

Licence Number

* Sender’s Customs Reference
© Sender’s Fax number?

*  Sender’s Tel. number

* Sender’s VAT number?

coeee

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

Name of 3" party with access to data /
knowledge about data

3" Party Access:

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Royal Mail and any other 3" parties utilised by
POL during the processing of data.

For AP-ADC script, some information is sent to
Accenture for Drop & Go. This is the
responsibility of Post Office Limited and ATOS.

POL Expression of 3 Party Access:
Royal Mail & CSC

Location of Datacentre See : Fujitsu Common Statement.

Fujitsu GDPR/DPA Data Analyst Jon Hulme/Alan Holmes

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Subject matter of the processing

Point of Sale Business Capability
Schedule B3.2 — Section 2.2

2.2.1 The Point of Sale Business Capability
provides a general "till" function which enables
Post Office to carry out sales operations within
Branches for the range of Post Office products
defined within Post Office Reference Data.

2.2.2 These Post Office Products may be general
retail products or be traded via one of the
following Business Capabilities (described
elsewhere):

In/Out Payment Business Capability;

e APOP Business Capability;

e Banking Business Capability;

e DVLA Licensing Business Capabili

* Electronic Top-Up Business Capability; orI

e Bureau Service Business Capability.

POL expression of the subject matter:

To capture general retail sales transactions at a
Post Office counter for later accounting and
reporting

Duration of the processing

See : Fujitsu Common Statement.

Nature and purposes of the processing

Schedule B3.2 — Section 2.2

2.2.3 The Point of Sale Business Capability
implements the business and pricing rules for
each product (including the production of the
Transaction receipt(s)) and manages the
aggregation and recording of all Transaction
data into a Customer Session.

2.2.4 Transactions undertaken using the Point of
Sale Business Capability shall be recorded as partI
of a Customer Session and shall be committed as,
part of the settlement process using the
Payment Management Business Capability.

See : Fujitsu Common Statement for Settlement
2.2.5 The Point of Sale Business Capability shall

enable a Transaction to be cancelled from a
Customer Session subject to Post Office

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Reference Data, prior to settlement by the
Payment Management Business Capability.

POL expressed purpose of the processing:

The services are to enable business capabilities,
some of those are till transactions in the
branches and others are support capabilities
that support the business capabilities.

Type of Personal Data

See : Fujitsu Common Statement for Settlement
POL expression of ‘Personal Data’

EPOS (08)
e Product Id such as stamps
e Amount
© Clerk id
e Address for postal service

© Bank card details where customer is
paying by card

Point of Sale (11)
Bank Transaction ID
* Client Ref ID
e Card Impounded
e PAN
«Agent SLA information
e Customer Cheques?
© Credit Card?
© Debit Card?
e Transaction Sequence Number
¢ Additional Data
Account Reference ID

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement.

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

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Name of 3" party with access to data /
knowledge about data

Various

Location of Datacentre

See : Fujitsu Common Statement.

POL - Core Finance System (Hof Germany)

Fujitsu GDPR/DPA Data Analyst

Jon Hulme

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Subject matter of the processing

Payment Management Business Capability

Schedule B3.2 Section 2.10

2.10.1 The Payment Management Business
Capability enables the settlement of a Customer
Session using cash, cheque, vouchers, Debit
Cards or Credit Cards as methods of payment.

2.10.2 The Payment Management Business
Capability manages the aggregation of the
required tender value for a Customer Session
and provides change calculation facilities.

2.10.3 The Payment Management Business
Capability manages the production of any AP
Customer receipt and any required or requested
Customer Session receipt as part of the
settlement of a Customer Session. The required
layout of a AP Customer receipt and a Customer
Session receipt shall be defined in the CRD
entitled “HNG-X AP and ADC Receipts”
({DES/GEN/SPE/0011).

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2 — Section 2.10

2.10.6 The Payment Management Business
Capability implements the business rules
associated with the use of the Debit Card or
Credit Card Method of Payment which shall
include the use of inclusion lists and exclusion
lists which will specify which products can be
settled with which card types. Business rules will
include a transaction limit, set at a fixed amount
which may be changed from time to time via
reference data by prior agreement with Post
Office.

2.10.7 The Payment Management Business
Capability implements the use of separate
authorisation dialogues using separate merchant!
identity/terminal identity values for Bureau and
non-Bureau products, support for the receipt of
a referral response, and the validation of the
allowable products and allowable settlement
values according to the type of Debit Card or
Credit Card.

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2.10.8 The Payment Management Business
Capability supports the Debit Card and Credit
Card Method of Payment via an interactive
exchange with the Merchant Acquirer

Relevant Interface specifications:
REQ/APP/AIS/1495- Merchant Acquirer EMIS.
AIS

REQ/APP/AIS/2486- Merchant Acquirer EPA AIS.
DES/APP/IFS/1595-EMIS Load File AIS
SVM/SDM/SD/0020-End to End Reconciliation
Reporting

3" Party interface specifications:

REQ/APP/AIS/2433- (AMEX) File Format for EPA
Delimited

REQ/APP/AIS/1425- Global Payments Online
Application Interface Specification

POL expressed purpose of the processing:

The services are to enable business capabilities,
some of those are till transactions in the
branches and others are support capabilities
that support the business capabilities.

Authorisation - To request a payment
authorisation

Response - Response to a payment
authorisation request

Reversal - Reversal of a payment authorisation
request

Confirmation - Daily Payment File transfer from
Belfast to Global Payments

Reconciliation - Receipt of payment
confirmation EMIS File

Reconciliation - Receipt of payment
confirmation EPA File

Reporting - DRS Reconciliation reports

DRS Work station - Transaction Query

Type of Personal Data

See : Fujitsu Common Statement for Settlement
POL expression of ‘Personal Data’:

e Transaction Code
e PAN

¢ Credit Card?

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¢ Debit Card?

© Post Office Code

¢ Post Office Counter Data

© Payment Method Code (Cash/Debit
Card/Stamps)

e  User/Clerk ID

e Transaction Amount

¢ Other Card Data

e Receipt number

* Transaction source?

¢ Bank Sort Code (207)

¢ Bank Account Number

e —IBAN (Where available)

© Airline Ticket Number

@ Card Member Account Number

© 6-digit Charge Authorization code

¢ Settlement Currency Code

Categories of Data Subject

See: Fujitsu Common Statement.

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

POL expression of Roles and Responsibilities:

Fujitsu — Data Processor

Name of 3” party with access to data /
knowledge about data

POL expression of 3" Party Access:

Global Pay, AMEX

Location of Datacentre

Belfast

Fujitsu GDPR/DPA Data Analyst

Clare Keane/Pete Jobson

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Subject matter of the processing

Cash and Stock Management Business
Capability
Schedule B3.2 Section 2.11

2.11.1 The Cash and Stock Management
Business Capability provides facilities to enable
all Branches to capture data (including cash
declarations, inward / outward remittances,
pouch collection and receipt) for onward
submission to Post Office Ltd cash planning and
management systems.

2.11.2 The Cash and Stock Management
Business Capability supports the receipt from
Post Office Ltd cash planning and management
systems of planned orders and replenishment
delivery details.

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2 Section 2.11

2.11.3 The Cash and Stock Management
Business Capability provides the following
facilities within Branches:

e the display of screen dialogues that
support cash and stock transfers, cash
and stock declarations, adjustments to
cash holdings;

scanning bar coded labels to monitor the
movement of cash and stock bags and
pouches into the Branch;

the automatic inward remittance of the
value of cash pouches and bureau de
change pouches using the associated
replenishment delivery details;

support for recording that selected cash
and stock pouches and bags are part of a
REM Collection, or have been removed
from a REM Collection;

e scanning bar coded labels to monitor the
movement of cash and stock bags and
pouches that form a REM Collection out
of the Branch; and

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e a facility for viewing planned order details
originated by Post Office Ltd cash
planning and management systems and
transmitted to the Branch.

2.11.4 The Cash and Stock Management
Business Capability supports the recording of
cash movements by Branches that are
designated as Operator Cash Branches.

Relevant Interface Specifications:

REQ/APP/AIS/3380 — Horizon Forecasting Data
to CWC Application Interface Specification
REQ/APP/AIS/3552 - Planned Orders to Horizon
Application Interface Specification
REQ/APP/AIS/3553 - CWC Replenishment
Delivery Content (RDC) to Horizon Application
Interface Specification

REQ/APP/AIS/3554 - Pouch Collection
Confirmed (POC) Horizon to CWC Application
Interface Specification

REQ/APP/AIS/3701 — External Interfaces to
Arrow (Power Bl)

POL expression of the purpose of processing:

Remittances - The recording of cash and
currency remittances in and out from a branch

Cash Declarations - Recording cash-on-hand at
a branch

Planned order - Providing forward notice of
proposed cash deliveries

Replenishment Notices - Providing
confirmation of despatched cash deliveries

Operator Cash Statements (POE) - Providing
cash statements to Operator Self-Funded
branches

Type of Personal Data

See : Fujitsu Common Statement
POL Expression of Personal Data:

No personal data records found in the AIS
document

Categories of Data Subject

See : Fujitsu Common Statement

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Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

Name of 3” party with access to data / None
knowledge about data

Location of Datacentre Belfast
Fujitsu GDPR/DPA Data Analyst Pete Jobson

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Subject matter of the processing

Additional Branch Reporting Business
Capability
Schedule B3.2 Section 2.13

2.13.1 The Additional Branch Reporting Business
Capability supports the ability for Users to accessI
Branch reports using mechanisms other than
Counter Positions or Admin Positions, such
mechanisms accessing the reports in accordance
with the AIS ‘BRSS Data Access Server (BDAS) to
Branch Hub Als’ (DES/APP/AIS/3718)

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2 Section 2.13.1

e Supports for the ability for Users to
access Branch reports using mechanisms
other than Counter Positions or Admin
Positions

Type of Personal Data

Relevant Interface
Specifications:DES/APP/AIS/3718 - BRSS DATA
ACCESS SERVER (BDAS) TO BRANCH HUB AIS

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

Name of 3" party with access to data /
knowledge about data

See : Fujitsu Common Statement

Postmasters and/or their Agents

Location of Datacentre

See : Fujitsu Common Statement.

Fujitsu GDPR/DPA Data Analyst

Keith Hunt/Gareth Seemungal

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Subject matter of the processing

Branch Management Business Capability

Schedule B3.2 Section 2.12

2.12.1 The Branch Management Business
Capability provides facilities to enable
authorised Users within any Branch to perform
various administrative functions

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2 Section 2.12.1

Stock Unit balancing

Branch accounting;

Printing of Client summaries

e Printing of Branch reports (including
those on-demand reports provided by
POL SAP to Operator Cash Branches);

e Support for Reversals and Refunds;
Support for the application of Transaction
Correction Records supplied from the

Core Finance System.

POL expression of the purposes of the
processing:

Stock Unit Balancing, Reporting and Branch
Accounting

Transaction Correction - For correction of
postmaster accounting errors

Transaction Acknowledgements - To transfer
cash taken at non-horizon points of sale into
the Horizon branch accounts

Type of Personal Data

Relevant Interface Specifications:
EA/IFS/002-Transaction Corrections AIS
REQ/APP/AIS/1392-Paystation Transaction AIS

REQ/APP/AIS/0004- Transaction
Acknowledgements AIS

DES/APP/AIS/3718 - BRSS DATA ACCESS
SERVER (BDAS) TO BRANCH HUB AIS

POL expression of ‘Personal Data’

© Clerk Id
* Customer Ref. Number
* Client Account Number

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* Customer Ref. Number
Token Identifier
Version Number
Additional Data

Client Id

Bank Transaction Id
PAN

¢ Additional Data

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

Name of 3" party with access to data /
knowledge about data

See : Fujitsu Common Statement.
POL Expression of 3" Party Access:

None stated

Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

Pete Jobson/Jon Hulme

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Subject matter of the processing

ARC Strategic Smart Card Business Capability

Schedule B3.2 Section 5.3

The ARC Strategic Smartcard capability means
the web service provided by Fujitsu that allows
asylum seekers to access the benefits paid to
them by the Government of the United Kingdom
from a Post Office.

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Peripheral Handling Service - To read various
peripherals (including Smartcards) to extract
customer id and other data.

Sodexho (UKBA asylum seekers) - discontinued
May 2017

Type of Personal Data

N/A

No current AIS documents to review for
Personal Data

Categories of Data Subject

N/A

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

Name of 3" party with access to data /
knowledge about data

N/A

Used to be used for Sodexho (UKBA asylum
seekers) payments but was discontinued May
2017

Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

N/A

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Subject matter of the processing

POca Card Business Capability
Schedule B3.2 - Section 5.1

5.1.1 The POca Card Issuing Business Capability)
enables Post Office at Counter Positions to:-

issue POca Cards to new cardholders;
issue replacement POca Cards for lost
or stolen cards;

issue replacement POca Cards for
damaged cards;

withdraw POca Cards

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

Schedule B3.2 - Section 5.1

5.1.2 The components of the POca Card issuing
Business Capability are as follows:

Counter Transactions that use the In/Out
Payment Business Capability to generate
Transactions;

a network interface to the POca VPN
network

a web service to:

convert on-line Transactions generated byI
the counter into on-line Transactions inI
the POca host service format;

route POca on-line Transactions to the}
POca host service;
convert the response to on-lineI
Transactions returned from the POca host)
service into on-line Transactions inI
counter format;

generate error messages if the on-lineI
Transaction has not been _ processed
successfully;

5.1.3 The counter dialogue for POca money
transfer transactions is controlled by Post
Office Reference Data

5.1.4 Transactions undertaken using the POCA
Card Service Business Capability shall be
recorded as part of a customer session and
shall be committed as part of the settlement
process using the Payment Management
Business Capability

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itsu Common Statement for Settlement

Relevant Interface Specifications:

REQ/APP/AIS/0007-POCA Card Activation AIS

POL expression of the purposes of processing:

POCA Card On-line Authorisation - To issue or
withdraw POCA Cards

Type of Personal Data

See : Fujitsu Common Statement
POL expression of ‘Personal Data’:

«Staff Id

«Transaction Reference
«Transaction ID

« Old Card PAN

* New Card PAN

¢  Cardholder’s title

«  Cardholder’s first name

« Cardholder’s middle initial
«  Cardholder’s last name

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement.

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement.

Name of 3rd party with access to data /
knowledge about data

See : Fujitsu Common Statement

Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

Clare Keane / Sarah Selwyn

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Subject matter of the processing

British Gas Smart Metering Business Capability

Schedule B3.2 - Section 5.4

The Smart Metering capability means the web
service provided by Fujitsu that allows
customers of British Gas to access and top up
their Smart Card for usage on British Gas Meters,

POL Expression of the Subject Matter:

The Smart Metering Business Capability is
provided to customers of British Gas allowing
the customers to top up their electricity over a
Post Office counter in branch

Duration of the processing

See : Fujitsu Common Statement

Nature and purposes of the processing

See : Fujitsu Common Statement
POL expression of the purposes of Processing:

The Post Office provides a payment service on
behalf of British Gas which enables an
individual to top up the electricity meter in a
branch that supports this service.

The individual presents the token to a Post
Office branch counter employee which
launches the transaction, and then informs the
PO employee of the amount to be topped up.
Following the transaction launch, the Post.
Office system interacts directly with the British
Gas system in real-time, with the purpose of
authenticating and accepting the transaction.
After successful authentication and an
acceptance of the payment amount, a payment
is collected and a receipt of the transaction is
then printed and provided to the customer.

Type of Personal Data

See : Fujitsu Common Statement for
Settlement

Relevant Specification Interfaces:

REQ/APP/AIS/2368- Smart Metering Web
Service AIS

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REQ/APP/AIS/2370- Smart Metering Generic
Online AIS

REQ/APP/AIS/2380- Post Office to Vend
Management System AIS

3" Party Interface Specifications:

REQ/APP/AIS/2379- British Gas VMS ISO8583
Message Definition

POL expression of ‘Personal Data’

* Card Id — identifies the customer's
meter. Therefore, since it is possible that
the meter is in a single occupancy
dwelling, Card Id is personal data.

e Vend Code

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

Name of 3% party with access to data /
knowledge about data

British Gas

Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

Alan Holmes/Sarah Selwyn

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Subject matter of the processing

Identity Services

NOT RECOGNISED BY FUJITSU

T2322 - Rel Ind - APPROVED - Identity
Services Platform R1 - Detailed design

Not progressed

Duration of the processing

[Clearly set out the duration of the processing
including dates.]

Nature and purposes of the processing

[Please be as specific as possible, but make
sure that you cover all intended purposes.

The nature of the processing means any
operation such as collection, recording,
organisation, structuring, storage, adaptation
or alteration, retrieval, consultation, use,
disclosure by transmission, dissemination or
otherwise making available, alignment or
combination, restriction, erasure or destruction
of data (whether or not by automated means)
etc.

The purpose might include: employment
processing, statutory obligation, recruitment
assessment etc.]

Type of Personal Data

[Examples here include: name, address, date of
birth, NI number, telephone number, pay,
images, biometric data etc.]

Categories of Data Subject

[Examples include: Staff (including volunteers,
agents, and temporary workers), customers/
clients, suppliers, patients, students / pupils,
members of the public, users of a particular
website etc.]

Plan for return and destruction of the data
‘once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

[Describe how long the data will be retained
‘for, how it be returned or destroyed.]

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Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

Name of 3 party with access to data /
knowledge about data

Location of Datacentre

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Subject matter of the processing

Generic Web Services (GWS) Support Facility

Schedule B3.2 — Section 6.1

The Generic Web Services Support Facility
provides a generic set of capabilities to enable a
service based approach to introducing on-line
business transactions. These involve counter
AP-ADC transactions and request / response
interactions with external internet based client
host systems.

Duration of the processing

See : Fujitsu Common Statement.

Nature and purposes of the processing

See : Fujitsu Common Statement.

The GWS Support Facility enables Post Office to
define and introduce into HNG-X new GWS.
Clients and amend or update existing GWS.
Clients.

Using the ‘Web Service Client Connection
Process’ (REQ/GEN/PRO/1386) the Generic
Web Services Support Facility enables Post
Office to define for a Generic Web Service
Client (amongst other items) the personal and
other categories of data as follows:

® the transaction mapping between the
In/Out Payment counter message format
and the GWS Client message format; the
field definition, field mapping, field
validation and data transformation

the mapping between the response
received from the GWS Client and the
response returned in the In/Out Payment
Counter Transaction;

the message data which must not be
written to the Generic Web Service log file.

The Generic Web Services Support Facility
enables messages sent to, and responses
received from, the GWS Client to be encrypted
as defined in the ‘Web Service Client
Connection Process’ (REQ/GEN/PRO/1386).

The GWS Clients supported are listed in Annex
2 to the Contract Schedule B3. Each of the GWS
Clients personal and other data types are as
defined in the Post Office Ltd Data mapping

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Specifications and the third party Interface
Specifications listed below.

Type of Personal Data See : Fujitsu Common Statement for
Settlement

Relevant Post office supplied Specification
Interfaces:

REQ/APP/AIS/2120 — Home Phone and
Broadband Data Mapping Specification

REQ/APP/AIS/2206 - National Express Data
Mapping Specification

REQ/APP/AIS/2203 — The Health Lottery Data
Mapping Specification

REQ/APP/AIS/2495 - FMCV (Travel Money
Card) Data Mapping Specification

REQ/APP/AIS/2507 - FMCC (Travel Money Click
& Collect) Data Mapping Specification

REQ/APP/AIS/2016 — DVLA Change of Tax Class
Data Mapping Specification
REQ/APP/AIS/2015 — DVLA Vehicle Excise Duty
Data Mapping Specification

REQ/APP/AIS/2562 - Data Mapping
Specification for DVLA Direct Debit Instruction
Capture

Relevant 3" Party supplied Interface
Specifications:

REQAPPAIS2107 — Home Phone and Broadband
NK

REQ/APP/AIS/2104 - National Express AIS

REQ/APP/AIS/2187 - Five From Fifty Service
Contract (The Health Lottery) AIS

REQ/APP/AIS/2485 - FMCV (Travel Money
Card) Service Specification

REQ/APP/AIS/2509- FMCC (Travel Money Click
& Collect) Service Specification

REQ/APP/AIS/2025 — DVLA Change of Tax Class
Als

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REQ/APP/AIS/2018 — DVLA Vehicle Excise Duty
Als

REQ/APP/AIS/2561 - DVLA Extended Licensing
Services AIS Direct Debit Instruction Capture

Deprecated 3" Party supplied Interface
Specifications HERE:

REQ/APP/AIS/2017 — DVLA Duplicate License
REQ/APP/AIS/1805 ~ Skills Funding Agency
REQ/APP/AIS/2299 - UK BA Sodexo

REQ/APP/AIS/2183 - UK Online Centres
Location AIS

REQ/APP/AIS/1982 - POLO Post Office to Bank
of Ireland AIS

“Personal Data’

* Data described in the AlSs and Data
Mapping Specifications may be
considered as Special category or
Personal. However, the only indication
given that that is the case is by the
obfuscation requirements captured in
the Data Mapping Specifications.

Categories of Data Subject

See : Fujitsu Common Statement

Plan for return and destruction of the data
once the processing is complete UNLESS
requirement under union or member state law
to preserve that data type of data

See : Fujitsu Common Statement

Roles and responsibilities of each parties
including sub-processors regarding monitoring
and processing of Personal Data.

See : Fujitsu Common Statement

Name of 3 party with access to data /
knowledge about data

Fujitsu Telecom (for HPBB)
National Express

The Health Lottery

First Rate Exchange Services (FRES)

Driver and Vehicle Licensing Agency (DVLA)

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Location of Datacentre

See : Fujitsu Common Statement

Fujitsu GDPR/DPA Data Analyst

Sarah Selwyn

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