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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 I 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
15.0 11/04/2024 I Moving all schedules to V15.0
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SCHEDULE D2
ORDERING INVOICING AND PAYMENT
1. PURPOSE
1.4 This Schedule sets out the procedures for:
44
4.2
4.3
44
1.14.1 the ordering of Call Off Services;
1.1.2 Not Used
1.4.3 the ordering of Work Packages;
1.14 the raising and issuing of invoices by Fujitsu Services; and
4.1.5 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:
4.3.1 the number of man days of effort by grade;
4.3.2 the start and end dates required; and
4.3.3 the nature of the task enabling the appropriate skill set to be identified.
The Change Work Order for a Work Package or Work Package Element shall specify:
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4.5
4.6
5.1
5.2
5.3
5.4
441 the terms and conditions, or in the case of Development Services, the set of
Agreed Form Terms & Conditions which shall apply to that Work Package
Element and any variations applicable to the Work Package or Work Package
Element in question;
4.4.2 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);
4.43 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 amendment to this Agreement,
the related CCN must be agreed by the Parties and signed before the Work Order is
placed.
PROCESS FOR AGREEING WORK ORDERS, MAJOR CHANGES TO WORK
ORDERS AND ADMINISTRATION
The process for agreeing Work Orders set out in this Schedule D2 and, in relation to
Development Services, also in Schedule B1.1:
5.1.1 may be used, subject to paragraph 5.2, for ordering any goods and services
as the Parties so agree; and
5.1.2 shall be used for ordering the Development Services referred to in paragraph
3.1 of Schedule B1.1. Unless agreed otherwise by the Parties in the
Commercial Relationship, the Work Ordering Procedure shall be the only
method by which Development Services can be procured by Post Office from
Fujitsu Services.
Work Orders shall not be used for:
5.2.1 Operational Business Change (except for multiple Operational Business
Changes that the Parties wish to undertake in a single exercise);
5.2.2 work required in respect of subject information requests under the Data
Protection Act 1998, as to which the provisions of paragraph 2.4.7 of Schedule
Aé4 shall apply; or
5.2.3 Paragraph removed by CCN1616b.
The processes set out in Schedule B1.1 and this Schedule D2 are subject to the
governance arrangements set out in Schedule A2.
Requests for Work Packages, Agreed Form 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;
5.7.2 lead times, start and end dates for the work required; and
5.7.3 the nature of the task envisaged, to enable the appropriate skill set to be
identified.
Following review of such high level response, Post Office shall, within a reasonable
period, notify Fujitsu Services whether it wishes Fujitsu Services to respond to the
request for Work Package on the terms proposed by Fujitsu Services (or such other
terms as the Parties may agree) and if so shall authorise Fujitsu Services to produce a
detailed response on those terms and otherwise in accordance with paragraph 5.6.
To place the Work Order for the Work Package on the basis of the 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 anet increase to the relevant budget;
5.12.2 an overall extension of Release timescales; or
5.12.3. any significant increase to the risks assumed by Fujitsu Services or Post Office
in the delivery or receipt of Services, prospective Services or the performance
of work pursuant to a Work Order,
may be made in accordance with the Change Control Procedure.
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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6.6
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6.8
(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
are disputed.
6.4.4 Once a Work Order has been closed no further invoices may be raised for that
Work Order. Invoices may continue to be raised for any Charges due to be
paid in respect of any CCN forming part of a closed Work Order.
6.4.5 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:
POLContractManageme:
will not be sent to Post Office Ltd.
! For the avoidance of doubt, paper copies
Post Office Data Gateway (PODG) Client Connection Service
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7A
7.2
7.3
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);
7.34 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 be current if Fujitsu Services expects to raise future
invoices relating to it, or if there are invoices raised and not yet paid relating to it). This
report shall be in the form of a spreadsheet and shall show for each current Work Order:
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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