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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
15.0 12/04/23 Applying changes as per CCN1731, CCN1732
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SCHEDULE E
TERMINATION AND THE EXIT PLAN
1. INTRODUCTION
1.1 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
1.2.1. 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.
1.2.2 Removed by CCN1732
1.2.3 Removed by CCN1732
1.2.4 Removed by CN1732.
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;
1.4 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;
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2.1
2.2
(c) automatic termination of Project HNG-X in accordance with Clause 47.15.
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.
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
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
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2.3
24
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;
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:
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2.44
2.4.2
2.43
the Parties shall each use all reasonable endeavours to reach agreement such
that all the matters referred to in paragraph 2.2 are addressed;
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
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.
25 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
2.5.2
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
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.
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Interface Costs
2.6 Interface Costs incurred following Partial Termination shall be borne as follows:
2.6.1
2.6.2
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:
(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:
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(a)
Fujitsu Services shall update the Exit Strategy to include all of the matters
set out in paragraph 3.2.3; and
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
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) full or partial continuation of services substantially the same as
the Relevant Services by the Next Supplier;
(ii) full or partial provision of equivalent services by the Next Supplier
fully or partially utilising the Infrastructure;
(iii) 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;
identify the major factors which are common to all the Exit Scenarios and
those which occur in some only of the Exit Scenarios;
set out the roles and responsibilities of the Parties in the development of
the Exit Plans in Phase Two;
set out in broad and general terms:
(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
(ii) 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
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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
3.3.1
3.4
3.4.1
3.4.2
3.4.3
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
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3.5
3.6
3.7
(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;
(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 31 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.
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3.8 Each Exit Plan produced in accordance with paragraphs 3.4.1 and 3.4.2 shall cover:
(a)
(b)
(c)
(d)
(e)
(f)
the duties, roles and responsibilities of the Parties;
the practical steps needed to be taken by Fujitsu Services and Post Office;
the relevant time scales and milestones;
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;
in the case of termination of Project HNG-X, each of the matters set out in Annex
3 to this Schedule E; and
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;
(ili) 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
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(vii) the handling of Fujitsu Services employees to whom employment is to be
offered under Clause 48.4.3 and those employees who shall transfer
pursuant to the Transfer of Undertakings (Protection of Employment)
Regulations 2006, including (as a minimum) information on employee
terms of employment in relation to each employee to whom the offer is
made and those to whom the Transfer of Undertakings (Protection of
Employment) Regulations 2006 applies;
(c) procedures and arrangements (if any) that are reasonably necessary to
decommission the Infrastructure and/or Relevant Services or elements thereof in
order to effect an orderly transfer on termination or expiry;
(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.
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3.14
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.
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
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4.2
43
44
5.1
5.2
(b) co-operate with bona fide potential Next Suppliers,
in order to enable Post Office to run a procurement process in compliance with
the Public Contracts Regulations 2006 (in particular without limitation Regulation
4(3) of the Public Contracts Regulations 2006) for all bona fide potential Next
Suppliers (which may include Fujitsu Services).
4.1.3. During any transition, implementation and operational phase by Next
Supplier(s), grant rights of access to relevant assets (including remote access
for IT related assets), premises, subcontractor contracts and third party
contracts.
For the avoidance of doubt, to the extent to which such information provision, support
and/or assistance in accordance with this paragraph 4.1 results in Fujitsu Services
incurring 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
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for any Terminable Service to which Partial Termination applies or where Post Office
intends to provide such Replacement Services itself, Fujitsu Services shall:
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.
5.3 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.
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6.1
6.2
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
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:
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(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
(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
6.2.5
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.
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
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(ii) in the case of Partial Termination, in relation to the Relevant Service
that has been terminated,
in each case calculated as at the date of termination of the Agreement or
Partial Termination, or as at the date of commencement of the Ramp Down
Period in the event the Relevant Service is subject to a Ramp Down Period,
as the case may be, according to the following formula:
Lost Profit = APo + AP1/(1+r) + AP2/(1+r)? + [series to continue on same
calculation basis until] + APpo/(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 318! 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
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OBC Month Number (as applicable) multiplied by 10/100;
plus
(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;
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(f) “Applicable Margin" means in the case of all Relevant Services save
for any Expiring Services which expire on the dates set out in
Clauses 46.4.1 and 46.4.2 (where Termination Charges and Partial
Termination Charges do not apply):
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
15/100 of the Operational Charges from the Date of Termination to
318! March 2024 or if Post Office elects the Agreement by a further
one year period, to 31St March 2025 where the Date of Termination
is after 315 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
7A
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 2025 (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
5t 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 418t 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
31 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 onja) 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 I 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:
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
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) Full Termination
of Branch Network
Service and/or CMT
Service
In the event that:
there are no
Branches still actively
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Terminable I 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
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 1%
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% 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%t 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 I Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
Third Line I Terminable as I 18 April 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 18t April 2021 Termination of Data Centre Operations
Operations terminable Service, Central Network Service and
Service, collectively Provision of Test Rigs HNG-X
Central (not as Infrastructure impacts on the
Network individual Reconciliation Service, Reference Data
Service and I Services) Management Service, and = “multi-
Provision of service" SLTs (such as Branch and
Test Rigs Counter Position availability), Banking
HNG-X Transaction times and data file delivery
Infrastructure SLTs and Application Support Service
(fourth line).
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 1% 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
Platform shall
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Terminable I Termination Date or Event from Indicative Impacts
Service category which termination can
be effective
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:
* an inventory of Post Office Data, plus any other related data available for transfer or
deletion;
* the definition of all data available for transfer or deletion;
* a proposed physical transfer method and method of deletion; and
* a proposed method for testing the integrity and completeness of the data transferred and
the completeness of the data deleted.
In the case of Partial Termination or expiry of an Expiring Service this only applies to the extent
that such Post Office Data relates to the Relevant Service or is reasonably relevant for the
provision of Replacement Services for the Relevant Service.
Within 1 month from notice of termination of
this Agreement.
At least 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.
At least 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
* a training plan of the required training events.
this Agreement.
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 I At least 3 months prior to termination or
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 to be 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 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 At least 2 months prior to termination of this I At least 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 At least 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;
* 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.
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 a list 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.
1 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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