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SCHEDULE 1
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INTERPRETATION
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
2.0 24/01/07 Baseline copy of 1.5
3.0 06/07/07 Baseline copy of 2.2
4.0 15/04/08 Baseline copy of 3.1
5.0 23/02/09 Baseline copy of 4.4
5.1 13/05/09 Applying changes as per CCN 1258
52 12/06/09 Applying changes as per CCN1252a
6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu
6.1 23/12/09 Applying changes as per CCN 1268
6.2 05/01/10 Applying changes as per CCN1272
6.3 24/03/10 Applying changes as per CCN1266b
6.4 30/03/10 Applying changes as per CCN1271c and CCN
1276a
65 01/04/10 Applying changes as per CCN1270
7.0 10/05/10 Moving all schedules to v7.0 as agreed with
Fujitsu.
8.0 21/02/12 Applying changes in accordance with CCN
1294d, CCN1292, CCN1304b,CCN1306a,
CCN1310b
9.0 13/01/14 Applying changes as per CCN1307a,
CCN1311b, CCN1320a, CCN1322b and
CCN1329a, CCN1342a and CCN1400
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10.0
10/09/15
CCD reference updates, applying changes as
per CCN1338, CCN1409a,CCN1410
CCN1411, CCN1414 CCN1415, CCN1418,
CCN1419, CCN1421a, CCN1422 and as
subsequently amended in this CCN1506 and
moving all Schedules to v10.0 in accordance
with CCN1506
31/03/16
Applying changes as per CCN 1423c, 1427,
CCN1500a, CCN1512c, CCN1600 and
moving all Schedules to V11.0 in accordance
with CCN1604
03/07/2017
Applying changes as per CCN 1601b,
CCN1602a, CCN1609d, CCN1614a,
CCN1618a, CCN1620c, CCN1621, and
moving all Schedules to V12.0
Updating as per CCN1612b, CCN1616b,
CCN1633a, CCN1637b, CCN1638,
CCN1640a, CCN1642, CCN1643, CCN
1644a, CCN1645, CCN1647 and moving all
Schedules to v13.0
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SCHEDULE 1
INTERPRETATION
DEFINITION OF TERMS
Terms having the same meaning which are separated by the word “or” in this Schedule
represent alternative versions of equivalent terms and may be used interchangeably
As used in this Agreement, the following terms have the following meanings:
Term Definition
"105 Band" has the meaning given to it in paragraph 1.3.5 in Schedule D8;
"408.5 Band" has the meaning given to it in paragraph 1.3.6 in Schedule D8;
“Acceptance” means in relation to HNG-X, acceptance of a Service or Release in
accordance with the acceptance processes set out in the CCDs referred to
in paragraph 5.11 of Schedule B1.1; and
means in relation to DDS, in respect of any Sprint Requirement, that the
Sprint Functionality meets: (i) its Acceptance Criteria; and (ii) the relevant
Definition of Done in accordance with the provisions of paragraph 1.25 of
Appendix _1 (Agile Methodology) of Schedule 13 (Digital Development
Services), and “Accepted” shall be construed accordingly;
“Acceptance Cri ” means, in respect of any Sprint Requirement, the acceptance criteria that
shall be applied to the relevant Sprint Functionality;
“Acceptance Point" means each of the events (or combination of events) designated as an
acceptance point in Table 3 in Part 1 of Annex 1 to Schedule B5;
“Acceptance Tests” means, in respect of any Sprint Requirement, the tests to be run to
determine whether the relevant Sprint Functionality complies with the
relevant Acceptance Criteria and the expected results of those tests;
“Accounting Firm” has the meaning specified in Clause 30.19.6;
"ACT" means Automated Credit Transfer;
“Actual Engineering has the meaning given in 5.12.6 of Schedule D1;
Service Visits”
“Actual Spend” has the meaning as set out in Schedule I
“Additional Benefits" shall have the meaning given to it in paragraph 4.3.1 of Schedule D3;
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“Additional Remedy Level"
or "ARL"
shall have the meaning given to it (as applicable) in paragraph 1.2.3 of
Schedule C1 or paragraph 1.2.3 of Schedule B4.4;
“Additional Services”
has the meaning as set out in Schedule I
“Admin Positions"
means all (i) automated Counter Positions, (ii) New Style Mobile
Configurations, (iii) Old Style Mobile Configurations and (iv) operational
sets of Counter Equipment which are not Counter Positions;
"ADSL"
means asynchronous digital subscriber line;
“Affected Service Levels”
shall have the meaning set out in paragraph 4.1 of Schedule C1;
"Agent"
means any person authorised to operate a franchise post office or sub-post
office, including without limitation sub-post masters on a non-franchise
contract, and franchisees of post offices or sub-post offices;
“Agile Methodology”
means the processes and standards set out in or referred to by paragraph
9 of Schedule 13 (Digital Development Services);
“Agreed Changes”
means those changes to the Existing Functionality listed in Annex 2 to
Schedule B6.1 or subsequently agreed through the HNG-X Programme
Requirements Change Control Process;
“Agreed Form Commercial
Terms"
shall have the meaning given to it in paragraph 4.2.1 of Schedule D2;
“Agreed Form NDA"
means a form of non-disclosure agreement agreed by the Parties from time
to time, such agreement by the Parties not to be unreasonably withheld or
delayed;
“Agreed Form Terms &
Conditions"
means in relation to any Work Order the set of terms and conditions
applicable to that Work Order as contained in the CCD entitled “Standard
Terms and Conditions for Work Orders” (BP/STD/003);
“Agreed Metrics”
means the metrics referred to in Part 2 of Appendix 4 (Governance) of
Schedule I3 (Digital Development Services);
“Agreed Monthly
Reduction”
means:
(a) as at 1st April 2013, the amount of fifteen thousand, five hundred and
fifty pounds (£15,550); and
(b) on each anniversary of 1st April 2013, means the amount set out in
paragraph (a) above as indexed (as an Indexed Charge) in accordance
with paragraphs 16.2 and 16.2A of Schedule D1;
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“Agreement™
means the Codified Agreement as amended by CCN 1200, including the
Schedules thereto, the CCDs and CRDs;
“Agreement Termination
Date”
has the meaning specified in Clause 30.19.3;
“Allowed Changes"
shall have the meaning given to it in paragraph 4.2.3 of Schedule B6.1;
“Amendment Date"
means 1 April 2006;
"AP"
means automated payment;
“AP Client Delivery
Agreement Change
Service"
means the Service referred to in line 6 of Table B of Schedule B3.1;
“AP Client Specification"
means a document describing an APS Client Service Type;
"APACS"
means the Association for Payment and Clearing Services;
"AP-ADC Facility"
shall have, as applicable in accordance with this Agreement, the meaning
given to it in paragraph 2.2.2 of Schedule B4.2, paragraph 2.2 of Part 2 of
Annex 2 to Schedule B5 and/or the facility described in paragraph 2.1.4 of
Schedule B3.2;
“APOP™ means automated payment out-payments;
“APOP Administration I an operational PC which enables administration Users to access the
—_ APOP administration service;
Workstation
“APOP Business
Capability"
means the Business Capability referred to at paragraph 2.4 of Schedule
B3.2;
"APOP Environment"
means the infrastructure that supports one or more APOP Services
comprising:
(a) the APOP database including the APOP authorisation service, and
the services supported by the APOP authorisation service;
(b) the APOP web services;
(c) the APOP administration system; and
(d) file transfer services between the APOP database and the Post
Office Data Gateway Service”;
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“APOP Facility” means the Horizon Application referred to at paragraph 2.3 of Schedule
B4.2;
“APOP Interface means the following CCDs:
Specification"
(a) "Horizon to Client Type 'XO' Application Interface Specification"
(AP/IFS/062);
(b) “Horizon APOP Authorisation Service Application Interface
Specification " (AP/IFS/063);
(c) " APOP Host System Reporting to Client Application Interface
Specification " (AP/IFS/065);
“APOP Service" means the set of functions and capabilities that are provided to support a
particular Transaction Voucher type, including:
(a) AP-ADC counter Transactions;
(b) APOP authorisation service;
(c) APOP administration service;
(d) APOP batch service;
(e) APOP archiving service;
(f) APOP housekeeping service; and
APOP reporting service;
“APOP Service Definition" I shall have the meaning given to it in the CCD entitled "APOP Authorisation
Service Reference Manual" (AP/MAN/004);
“Applicable Horizon shall have the meaning set out in paragraph 2.1.1 of Schedule B6.1;
Baseline"
“Applicable Services" means:
(i) from the Amendment Date until Trigger Point T6 (Counter Application
Rollout Complete) the following Operational Services, Call Off
Services and Horizon Applications: APS, Service Desk Service,
Message Broadcast Service, LFS, NBS, Debit Card, Reconciliation
Service, Reference Data Management Service, Transaction
Processing Service, Management Information Service, Systems
Management Service, Third Line Software Support Service, Fourth
Line Applications Support, Data Centre Operations Service (including
the POL FS Services and after the POLSAP R1 Go Live Date, the
POLSAP Services), but excluding the POL MI, Operational Business
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Change (Branch Change) Service, Branch Network Service, Central
Network Service and BNR; and
(ii) from Trigger Point T6 (Counter Application Rollout Complete) the
following Operational Services and Call Off Services: Service Desk
Service, Message Broadcast Service, Reconciliation Service,
Reference Data Management Service, Management Information
Service, Systems Management Service, Third Line Support Service,
Data Centre Operations Service (including the POL FS Services and
after the POLSAP R1 Go Live Date, the POLSAP Services) but
excluding the POL MI Services, Operational Business Change (Branch
Change) Service, Branch Network Service,Central Network Service
and Salesforce Support Service
“Application Interface
Specification" or "AIS"
means a CCD describing an interface, including, but not limited to, the
definition with which data transferred across that interface must comply;
“Application Services
means software-based services and solutions managed and distributed by
a third party entity to customers across a wide area network, extranet or
internet from a central data centre;
“Application Support
Service (Fourth Line)"
means the Service referred to in row 14 of Table A of Schedule B3.1;
“Applications”
means the Horizon Applications and the Business Capabilities and Support
Facilities;
"APS" or “Automated
Payment Service"
means the Horizon Application referred to at (as applicable) paragraph 2.2
of Schedule B4.2 or paragraph 2 in Part 2 of Annex 2 to Schedule B5;
“APS Client Service Type"
each APS Client Service Type is a particular variant of APS characterised
by a specific Token, specific processing rules and specific Client
communication protocols. Each APS Client Service Type is documented in
an AP Client specification;
"APS Clients"
means Clients for whom Post Office provides automated payment services
using the APS or the In/Out Payment Business Capability;
“Architectural Solution
Description"
has the meaning given to it in paragraph 4.1 of Schedule B6.2;
“Artefact"
means documentation, diagrams, processes, specifications, design
information, requirements information, formulae, samples, models,
drawings, design tools or other data produced or used in connection with
use of a Development Methodology;
“Asset Manager"
means the Software referred to as such and identified in row 4 of Table 1 of
Schedule B4.1 or row 2 of Table 4 of Schedule C3 (as applicable);
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“Asset Register" shall have the meaning given to it in paragraph 3.2.1 of Schedule E;
“Associated Change shall have the meaning given to it in paragraph 3.1.2 of Schedule B5 and
Activities" further detailed in paragraph 3.3.1 of Schedule B5;
“Associated Change means all of the work undertaken by Fujitsu Services pursuant to this
Development” Agreement in performing the Associated Change Activities;
“Associated Change means the Charges for Associated Change Development calculated in
Development Charges" accordance with the provisions of Schedule D8;
“Associated Change means the Tasks required to be performed by each Party in order to carry
Tasks" out the Associated Change Workstreams;
“Associated Change means the workstreams listed in paragraph 3.3.1 of Schedule BS, as further
Workstreams” described in Part 1 of Annex 1 to Schedule B5;
“Associated Changes" means the changes to the Existing Services, Horizon Applications and
Horizon Service Infrastructure effected by the performance of the
Associated Change Activities;
"ATM" means automated teller machine or asynchronous transfer mode as the
context requires;
“Audit Record Query” shall have the meaning given to it in the Service Description for the Security
Management Service;
“Azure Responsibilities” means each of the Post Office Responsibilities identified in Schedule A5 or
classified as an Azure Responsibility in accordance with Schedule AS;
“Azure Service” or means one or more of the Microsoft services and features identified at
“Microsoft Azure Services” I http://azure.microsoft.com/services/ (or successor site), except where
identified as licensed separately;
“Audit Support Facility" means the Support Facility referred to at paragraph 3.9 of Schedule B3.2;
“Back Office" means applications and operations relating to Post Office Branch business
related processing;
“Background IPR shall have the meaning set out in Clause 48.8.6;
Purposes"
“Bank Holiday" means a day on which banks in England are legally closed for business by
statute or proclamation;
“Banking & Related means Banking Functions, e-pay, Debit Card and Credit Card;
Services"
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“Banking Business
Capability"
means the Business Capability referred to at paragraph 2.5 of Schedule
B3.2;
“Banking Functions"
means the NBS and/or the Banking Business Capability, as applicable in
accordance with this Agreement;
“Banking Obligations"
means each of the Post Office Responsibilities identified in Annex D to
Schedule A5 or classified as a Banking Obligation in accordance with
paragraph 2 of Schedule AS;
“Banking Responsil
means each of the Post Office Responsibilities identified in Annex C to
Schedule A5 or classified as a Banking Responsibility in accordance with
paragraph 2 of Schedule AS;
“Banking Transaction"
means the Transactions supported by the Banking Functions;
“Banks" means Santander, CAPO and LINK, and such other banks, building
societies, financial institutions and/or other organisations for or on behalf of
which Post Office provides banking services using the Banking Functions
from time to time agreed by the Parties pursuant to the Operational
Business Change procedure and /or the Change Control Procedure;
“Baseline” has the meaning as set out in Schedule I
"Baseline 7" means:
(a) _ the version of this Agreement in force immediately prior to signature
of CCN1200, known as Baseline 7, being the version of the contract
in effect on signature of CCN 1176 as amended by any CCNs
approved by the Parties between signature of CCN 1176 and
signature of CCN1200; and
(b) the versions of all CCDs and CRDs applicable to Baseline 7.0 as set
out in version 26.0 dated 3 July 2006 of the CCD entitled "Contract
Controlled and Referenced Document List" (COM/CUS/SPE/0001)
(formerly BP/SPE/026) (the "CCD List") amended as necessary to
reflect the agreed version of any CCDs introduced or amended in
accordance with the Change Control Procedure (as defined in
Baseline 7.0):
(i) subsequent to version 26.0 dated 3 July 2006 of the CCD
List but prior to signature of CCN1200; and
(ii) pursuant to an express agreement (all such agreements
being deemed to be effective for the purposes of
establishing Baseline 7) to amend that CCD, as set out in
any CCN entered into prior to signature of CCN1200;
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"BCSF Service"
means the provision of the Business Capabilities and Support Facilities;
“Benchmark Group"
means those services against which the Benchmark Services are to be
benchmarked;
“Benchmark Purpose"
shall have the meaning given to it in paragraph 3.1 of Schedule D6;
“Benchmark Services"
means the Testable Service which is the subject of Benchmarking at any
one time;
“Benchmarker"
shall have the meaning given to it in paragraph 3.6 of Schedule D6;
"Benchmarking"
means the process described in Schedule D6 by which the Benchmarker
will compare the Benchmark Services to a Benchmark Group. "Benchmark"
and "Benchmarked" shall be construed accordingly;
“Benchmarking Report"
shall have the meaning given to it in paragraph 3.7.4 of Schedule D6;
“Benefits”
shall have the meaning given to it in paragraph 2.1 of Schedule D3;
“BIM Report"
means a “Business Incident Management" report, issued by Fujitsu
Services to Post Office detailing the corrective action that is required to
enable Post Office to resolve a reconciliation exception or error and restore
financial integrity within the Applications;
"Board Review"
shall have the meaning given to it in paragraph 4.1 of Annex 2 to Schedule
A2;
“Branch”
means a post office or any other location where Post Office (whether
directly or by means of Agents) transacts business with Customers;
“Branch Administration
Support Facility"
means the Support Facility referred to at paragraph 3.2 of Schedule B3.2;
“Branch Code"
means FAD;
“Branch Hardware
Implementation Service"
means the services described in Schedule B1.3;
“Branch Hardware"
means hardware (together with any integral software) which is or is to be
(i) installed in a Branch; and (ii) integrated into the Infrastructure, together
with any tools supplied with such hardware which are required to facilitate
such installation and integration;
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“Branch Infrastructure”
means the Initial Branch Infrastructure and any equipment introduced in
excess of the limits of Annex A to Schedule D1;
“Branch Management
Business Capability"
means the Business Capability referred to at paragraph 2.12 of Schedule
B3.2;
“Branch Manager"
means for each Branch, the person nominated by Post Office or the Agent
for that Branch;
“Branch Network
Resilience Service" or
“BNR'
means the Service referred to in row 16 of Table A of Schedule B3.1 which
ceased to be provided with effect from Trigger Point 6;
“Branch Network Service"
means the Service referred to in row 5 of Table A of Schedule B3.1;
“Branch Support Facility"
means the Support Facility referred to at paragraph 3.3 of Schedule B3.2;
“Branch Telecom
Infrastructure"
means; for Branches where the Branch Network Service and/or CMT
Service are provided by Fujitsu Services means those networking elements
that provide connectivity between the Branches and the Data Centre, as
described in paragraph 1.3.2 of Schedule B3.3; or for Branches where
Replacement Services to those of the Branch Network Service and/or CMT
Service are being provided by the Next Supplier, the requisite infrastructure
shall be provided by the Next Supplier, means the infrastructure provided
by the Next Supplier;
“Branch Trading
means the method by which the Transactions performed and the cash and
Statement" Stock on hand at the end of a Post Office Branch Accounting Period are
recorded within a Branch;
“BT" means British Telecommunications plc;
“Bureau” means Bureau Application or Bureau de Change Business Capability as
applicable;
“Bureau Application"
means the B4.2 Horizon Application referred to in (as applicable) paragraph
4.4 of Schedule B4.2 or paragraph 13 of Part 2 of Annex 2 to Schedule B5;
“Bureau Control Totals
File”
means an electronic file sent to Post Office by Fujitsu Services containing
a summary of the Transactions performed by an on-demand Bureau
Service facility;
“Bureau de Change
Business Capability"
means the Business Capability referred to at paragraph 2.8 of Schedule
B3.2;
“Bureau Service Facility"
shall have the meaning given to it in paragraph 2.8 of Schedule B3.2;
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“Bureau Transaction File” I means an electronic file sent to Post Office by Fujitsu Services containing
a record of the Transactions performed by an on-demand Bureau Service
facility;
“Bureau Type" means a logical grouping of Branches set by Post Office Reference Data
that controls the menu access to the Bureau in Branches; Type 0 Branches
having no access to Bureau, Type 1 Branches having access to buy
functionality only; Type 2 Branches having access to buy plus limited sell
functionality; and Type 3 Branches having access to full Bureau
functionality;
“Business Capabilities” means the business capabilities forming part of the Business Capabilities
and Support Facilities;
“Business Capabilities and I means:
Support Facilities"
(a) in the period prior to HNG-X Final Acceptance, the HNG-X
Application;
(b) in the period between HNG-X Final Acceptance and the date that a
revised version of Schedule B3.2 is agreed under the Change
Control Procedure pursuant to Clause 5.4, the HNG-X Application
which forms part of the Solution Baseline accepted by Post Office
pursuant to the provisions of Schedule B6.3; and
(c) from the date that a revised version of Schedule B3.2 is agreed
under the Change Control Procedure pursuant to Clause 5.4, the
HNG-X Application comprising the business capabilities and
support facilities as set out in that revised version of Schedule B3.2
(as may be amended from time to time after that date);
“Business Case” means, in respect of each Product, a document created by Post Office in
accordance with its internal processes and requirements that builds upon
the Product Vision and, amongst other things, sets out the expected: (i)
investment required for creating the Product; (ii) tangible and intangible
benefits; and (iii) financial return on investment;
“Business Continuity means the persons designated in writing (i) by Post Office to Fujitsu
Managers" Services and (ii) by Fujitsu Services to Post Office and holding that position
for the purposes of this Agreement from time to time;
“Business Continuity means a document produced by Fujitsu Services setting out Fujitsu
Plan" Services' contingency or continuity plan for ensuring the ongoing operation
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of any one or more of the Applicable Services in the event of an incident
affecting business continuity;
“Business Continuity
Services"
means the obligations to be performed by Fujitsu Services as set out in
Schedule B2;
“Business Equivalence
Principles"
shall have the meaning given to it paragraph 4.2.1 of Schedule B6.1
“Business Rule"
means the constraints, rules and allowable values which govern the
operation of business processes and data;
“Business Unit Director"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;
"C4 Confirmation"
means a NB Confirmation derived from the LREC Files and REC Files sent
from the Transaction Enquiry Service containing, inter alia, the Banking
Function's view of a Banking Transaction;
"Call Off Charges”
means any one or more of the Charges for Call Off Services set out in
paragraph 7 of Schedule D1;
"Call Off Services"
means the services referred to in Table B of Schedule B3.1;
“Capacity Addition Costs"
means costs incurred in the addition of capacity under paragraph 13 of
Schedule D1;
“Capacity Management
Service"
means the Service to manage the capacity of the Infrastructure which forms
part of the Service Management Service as referred to in row 11 of TableA
of Schedule B3.1;
“Capital Project”
means any work agreed by the parties which can be undertaken by
spare Development Capacity Resources, in respect to which Post
Office can be capitalised
"CAPO"
means the Bank which supports Post Office account cards;
“Cardholder Data”
means the PAN or the PAN plus any of the following:
(a) cardholder name
(b) expiration date
(c) Service Code
(d) start date
(e) issue number;
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“Card Validation Code” or I means
“Card Validation Value”
(i) a data element on a Token’s magnetic stripe (or otherwise read from a
Token) that uses secure cryptographic process to protect data integrity on
the stripe, and reveals any alteration or counterfeiting Referred to as CAV,
CVC, CVV or CSC depending on payment card brand as follows:
(a) CAV - Card Authentication Value (JCB payment cards)
(b) CVC — Card Validation Code (MasterCard payment cards)
(c) CVV -Card Verification Value (Visa and Discover payment cards)
(d) CSC - Card Security Code (American Express)
or
(ii) the three digit value printed to the right of the credit card number in the
signature panel area on the back of the card. For American Express cards,
the code is a four digit urembossed number printed above the card number
on the face of all payment cards. The code is uniquely associated with each
individual piece of plastic and ties the card account number to the plastic.
The following provides an overview:
(a) CID - Card Identification Number (American Express and Discover
payment cards)
(b) CAV2 - Card Authentication Value 2 (JCB payment cards)
(c) CVC2 - Card Validation Code 2 (Master Card payment cards)
(d) CVV2 - Card Verification Value 2 (Visa payment cards);
“Cash and Stock means the Business Capability referred to at paragraph 2.11 of Schedule
Management Business B3.2;
Capability"
"CCN" means a Change Control Note (q.v.);
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“CCN 1600” means Change Control Note 1600 signed by the Parties on 22 February
2016;
"CCN List" the CCD entitled "Application of CCNs to the Contract Baseline"
(BP/CON/271);
"CCN Service List"
means the list in Annex D to Schedule D1;
“CE Mark”
means a mandatory European marking for certain product groups to
indicate conformity with the essential health and safety requirements set
out in European Directives;
"Central Network"
shall have the meaning given to it in paragraph 3.3.2(a) of Schedule B3.3;
“Central Network Service"
means the Service referred to in line 6 of Table A of Schedule B3.1;
"Central Telecom
Infrastructure"
means those networking elements that provide connectivity from the Data
Centre to the sites referred to in paragraph 1.3.3 of Schedule B3.3;
“Certificate of Posting" or
"COP"
means a printed receipt provided to a Customer as evidence of the posting
of the Customer's mail;
“CIT”
means a testing process used to validate interactions between separately
developed components, especially in the Counter and Branch Access
Layer, before they reach formal testing.
“Change Control Note"
means a document used in the Change Control Procedure and defined in
Schedule A3;
“Change Control
Procedure" or “Change
Control"
means the procedure described in Schedule A3;
“Change Request" or "CR"
shall have the meaning given to it in paragraph 3.1.1.2 of Schedule A3;
“Channel Integration
Capability”
has the meaning set out in Annex D of the CCD “Data Centre Operations
Service: Service Description (SVM/SDM/SD/0003)";
“Charges”
means the charges payable by Post Office under this Agreement as
specified in Schedule D1 or elsewhere in this Agreement;
"Clean Room Rules"
shall have the meaning given to it in the definitions section of Annex 2 to
Schedule B6.2;
"Client"
means an organisation (in respect of the Banking Functions, other than a
Bank, and in respect of Debit Card functions, other than banks and building
societies) on behalf of which Post Office provides a service to Customers
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at Branches or an organisation from which Post Office receives Data Files
or to which Post Office sends Data Files using the Post Office Data Gateway
Business Capability;
“Client File Delivery (CFD)
Support Facility”
means the support facility described in 6.2 ‘Client File Delivery Support
Facility’ of Schedule B3.2;
"Client Service Type"
means a variant of a standard service with detailed aspects of that service
customised to meet a specific Client's needs;
"Client Take-On Service"
means the Service referred to in line 5 of Table B of Schedule B3.1;
“Cloud Services” or “K5
Cloud Services”
means the K5 cloud platform including all associated products and services
as provided by Fujitsu Services for the purposes of Fujitsu Services hosting
certain services for the Post Office from time to time, the terms for which
are set out in Schedule 14 (K5 Cloud Services);
"CMT Service"
means the Service referred to in line 15 of Table A of Schedule B3.1;
“Codified Agreement"
shall have the meaning set out in Recital A;
“Collaboration
Technology”
means compatible audio and video conferencing facilities between the Post
Office and Fujitsu Services with the ability to share screens;
“Collect and Returns”
means the web service provided by Fujitsu that allows Royal Mail to offer a
local collection and return service to online retailers
“Commercial Leads"
means the individuals, one from each of Post Office and Fujitsu Services,
who have the lead role in relation to the Commercial Relationship, as
identified in Schedule A2;
“Commercial Relationship"
shall have the meaning set out in Annex 1 of Schedule A2;
“Commercial Terms"
means the commercial terms which form part, or are intended to form part,
of a Work Order and describe the terms on which the relevant work is to be
carried out or goods supplied including:
and
(a) the charges which are payable in respect thereof,
(b) any conditions which have to be fulfilled if an Agreed Form Terms
& Conditions or Work Order is to be valid (for example, conditions
as to the time within which the proposed Agreed Form Terms &
Conditions signed by Post Office must be received);
“Committed Development
Spend”
has the meaning as set out in Schedule I
“Committed Period”
has the meaning as set out in Schedule I
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“Committed Spend”
has the meaning as set out in Schedule I
“Common Digital
Platform” (“CDP”)
means a platform that is external to Fujitsu Services
“Common Digital Platform
Adaptor” (“CDPA”)
means the interface that allows for the transference of data into Fujitsu
Services domain via the CDP
“Comparative Service
Provider"
means a provider of Comparative Services;
“Comparative Service" or
“Comparative Services"
means Equivalent Services to the Benchmark Service or Competitive
Tendering Service in question for which tenders will be sought in
accordance with Competitive Tendering;
“Compensation Amount”
shall have the meaning set out in Clause 39C.8;
“Competitive Tendering
Services"
means the Testable Service or Testable Services the subject of Competitive
Tendering at any one time;
“Competitive Tendering"
means a formal tendering exercise as described in Schedule D6 seeking
tenders from Comparative Service Providers for Comparative Services;
“Component Integration
and Test (CIT) Rig”
means the RIG used by Development staff to link code modules together
and to perform development testing, prior to hand over to the independent
Test Team;
“Conditionality Expiry
Date"
means 23:59:59 on 28 February 2007 or such later date as the Parties may
agree;
“Conditionality Period"
means the period commencing on the Amendment Date and ending on the
earliest to occur of the following:
- receipt by Fujitsu Services of a Funding Notice;
- receipt by Fujitsu Services of notification in writing by Post Office
that it will not deliver a Funding Notice;
- expiry of notice to provide Purchase Order Cover; and
- the Conditionality Expiry Date;
“Confidential Information"
means all information (other than Escher Confidential Information)
designated as such by either Party in writing together with the Source Code
of Specially Written Software, the existence and terms of this Agreement,
the negotiations relating thereto and all other information (whether in writing
or not) which relates to the business, affairs, products, developments, trade
secrets, know-how, personnel, customers and suppliers of either Party or
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information which may reasonably be regarded as the confidential
information of the disclosing Party;
“Configured POL FS"
means the elements of the SAP Software hosted within the Infrastructure
that are configured by Post Office or by third parties for Post Office use, a
primary function of which is to enable the consolidation of all cash and near
cash within Post Office's network of Branches including, without limitation,
all instances of such software in live operational use or used in development
or testing environments hosted within the Infrastructure. Although hosted
within the Infrastructure, Configured POL FS shall be deemed not to be a
part of the Infrastructure and is not Software or an Application or a Business
Capability and Support Facility;
Configured POL MI
Means the elements of POL MI Software hosted within the infrastructure
that are configured by Post Office or by third parties for Post Office use,
including, without limitation, all instances of such software in live operational
use or used in development or testing environments hosted within the
Infrastructure, Configured POL MI shall be deemed not to be a part of the
Infrastructure and is not Software and is not one of the Applications;
“Contactless Transaction”
means a retail transaction whereby payment cards are scanned by the card
reader resulting in there being no need for PIN entry, use of a magnetic card
reader or signature. Transaction limits are set at a fixed amount and may
be changed from time to time, by prior agreement with Post Office, via
Reference Data;
“Contract Controlled
Document" or "CCD"
means a document which is listed as such in a Schedule of this Agreement
or designated as such in a CCN agreed after the date of signature of
CCN1200;
“Contract Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
"Contract Referenced
Document" or "CRD"
means a document which is listed as such in a Schedule of this Agreement
or designated as such in a CCN agreed after the date of signature of
CCN1200;
"Contract Reversal
Adjusted Charges"
shall have the meaning set out in paragraph 3.2 of Schedule A6;
“Contract Reversal Initial
Charge"
shall have the meaning set out in paragraph 3.1 of Schedule A6;
"Contracted Volume"
means each of the levels defined as a "Contracted Volume" in the CCD
entitled "Horizon Capacity Management and Business Volumes"
(PA/PER/033) applicable to components of the Infrastructure as specified
in that CCD;
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"Contractors"
shall have the meaning set out in 61.4.3(b);
"Core Document Set"
means the CCDs indicated to be within such set in the CCD entitled "Post
Office Contract Controlled and Contract Referenced Document List"
(COM/CUS/SPE/0001);
“Core Team”
means those personnel identified as such in the minutes of the Demand
Planning Forum;
“Counter Availability SLT"
means the SLT relating to Counter Position availability referred to in section
2.3.4.2.2 of the CCD entitled "Branch Network: Service Description"
(SVM/SDM/SD/0011);
“Counter Base Unit”
The PC element of the Counter Equipment;
“Counter Clerk"
means a person who serves Customers at Counter Positions in a Branch;
“Counter Equipment"
means the PC's, printers, screens, local area network and other equipment
installed by Fujitsu Services in Branches for the provision of the Services
which shall be supported by the Engineering Service until its expiry on 31%
March 2015;
“Counter Gold Build”
Accompiled set of operating system, driver and application system code
which can be installed onto a Counter Base Unit, upon which the main
application system code, and subsequent patches and changes, can be
applied. Occasionally, new Counter Gold Build versions may be created,
either as the only way that required change can be released, or with the aim
of reducing the volume of subsequent updates required for a new or
replaced Counter to build to the appropriate software version;
"Counter Position"
means an IT device (with a counter identifier within the Horizon system)
where a Customer transacts business with a Counter Clerk or other Sub-
Postmaster or Post Office representative or with a similarly automated
back-office position in a Branch where a User carries out administration;
“Counter Training Offices"
or "CTOs"
means the locations where New CTO Configurations or Old CTO
Configurations are installed;
“Court Case Support
Services”
shall have the meaning set out in Clause 25.8;
“Credence/MDM Service”
means the Service referred to in row 21 of Table A of Schedule B3.1 which
expired on the 318t March 2016. From 1% April 2016, where reference is
made to Credence/MDM Service in a remaining Service Description then to
the extent which there is the requirement for an interface between the
Credence/MDM Service and its replacement, then Fujitsu shall work with
Post Office Limited and/or the Post Office Limited Service Integrator (at
Post Office's cost) to create and/or amend the interface to work with the
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replacement Credence/MDM Service to be provided by the Next Supplier
using the Change Control Procedure;
“CSRDE" shall have the meaning given to it in the CCD entitled “Postal Services
Business and Operational Context” (REQ/CUS/BRS/0001);
"CTO Branch" means a Counter Training Office;
"CTO Counter"
means a simulated Counter Position in a CTO Branch;
"Customer" means a person transacting, or seeking to transact, business with Post
Office, through the Infrastructure;
“Customer Agreement” means the standard Microsoft Cloud Agreement that Microsoft requires all
customers of the Microsoft Azure Services to enter into as set out in
https://msdn.microsoft.com/en-us/partner-center/agreements (or
successor site), as updated from time to time, and which for clarity also
includes the update known as the “Financial Services Amendment”
document reference (MCA)(FSIAm)(WW)(ENG)(Oct.2017Partner Center)
as may be updated from time to time;
“Customer Content”
has the meaning set out in paragraph 2.4.2 of Schedule I4 (K5 Cloud
Services);
"Customer Session"
means a set of contiguous Transactions recording business transacted by
a single Customer;
“D Messages"
means a message transmitted to the DRSH when the amount included in
settlement of a Banking Transaction differs between the Bank and the
Counter Position;
“D8 Charges"
means the HNG-X Development Charges and the Associated Change
Development Charges;
“Daily Stand Up”
means a meeting of the Sprint Team on each business day during the DDS
Term (except during any period of leave agreed by the parties) to discuss:
(i) tasks completed on the previous business day; (ii) tasks to be completed
on the current business day; and (iii) any impediments potentially affecting
attainment of the Sprint Requirements;
"Data Centre" or "Data
Centres"
means any one or more data centres (as the context requires) connected
to the Infrastructure and used by Fujitsu Services in the provision of the
Services;
“Data Centre Operations
Service"
means the Service referred to in row 4 of Table A of Schedule B3.1;
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"Data Controller"
means Post Office or any Bank, Client or other third party who is the Data
Controller (within the meaning ascribed to that expression in the Data
Protection Act 1998) of any Personal Data which are processed by Fujitsu
Services under the applicable provisions of this Agreement;
“Data File"
means a set of electronic data, contained within a single file and held, used
or transmitted as part of any of the Services provided by Fujitsu Services;
"Data Processor"
shall have the meaning given thereto in the Data Protection Act 1998;
"Data Reconciliation
Service Host" or "DRSH"
means the server in a Data Centre used for processing and storing Banking
Transaction and DC Transaction and ETU Transaction data for
reconciliation and retrieval purposes;
“DC Authorisation Agent"
shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001));
"DC Data"
means any or all of the following:
(a) data transmitted and received between the DC Authorisation Agent
and the Merchant Acquirer;
data transmitted and received between the DCM and the Merchant
Acquirer; and
(b)
(c) Sensitive DC Data included in a BIM Report;
“DC MoP"
means a Method of Payment where the form of payment is a DC Token;
"DC Token"
shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001));
"DC Transaction"
shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001))
“DCM" shall have the meaning given to it in the CCD entitled "Mapping Schedule
B3.2 to the HNG-X Solution (REQ/GEN/REP/1091) (formerly "Debit Card
MoP Functional Description" (EF/SER/001))
“DDS Commencement I means 1 August 2018;
Date”
“DDS Rate Card”
means the rate card set out in Appendix 5 (DDS Charges) of Schedule I3
(Digital Development Services);
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“DDS Service Review” means the meeting described under the heading DDS Service Review in
Part 1 of Appendix 4 (Governance) of Schedule 13 (Digital Development
Services);
“DDS Term” means the period of time from the DDS Commencement Date until 31
March 2023;
“DDS Tools” means the tools listed in Appendix 6 (Tools) of Schedule 13 (Digital
Development Services), together with any other tools required for delivery
of the DDS as agreed between the parties and specified in the Product
Overview Document;
“Debit Card" means the elements that support DC MoP, being, as applicable in
accordance with this Agreement:
(a) the Horizon Application referred to at (as applicable) paragraph
2.10 of Schedule B4.2 or paragraph 9 in Part 2 of Annex 2 to
Schedule B5; or
(b) the Payment Management Business Capability;
“Debit Card Obligation" means each of the Post Office Responsibilities:
(a) identified in paragraphs 5.10 to 5.13 (inclusive) of Annex B to
Schedule A5 (as applicable); or
(b) classified as a Debit Card Obligation in accordance with paragraph
2 of Schedule AS;
“Debit Card means each of the Post Office Responsibilities:
Responsibility"
(a) identified in paragraphs 5.1 to 5.9 (inclusive) of Annex B to
Schedule AS5 (as applicable); or
(b) classified as a Debit Card Responsibility in accordance with
paragraph 2 of Schedule A5;
“Decision” any decision or action which falls within the scope of responsibility of the
relevant Relationship as described in the relevant part of Annex 1 to
Schedule A2;
“Default” means any breach of the obligations of either Party (including but not limited
to fundamental breach or breach of a fundamental term) or any default, act,
omission, negligence or statement of either Party, its employees, agents or
sub-contractors in connection with or in relation to the subject matter of this
Agreement and in respect of which such Party is liable to the other;
“Definition of Done” means, in respect of any Sprint Requirement, the criteria set out in
Appendix 2 (Definition of Done) of Schedule 13 (Digital Development
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Services) as well as any additional specific criteria agreed by the parties
that must be successfully met for the specific Sprint Functionality to be
considered complete;
“Definition of Ready” has the meaning given in paragraph 1.11 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);
“Delivered Sprint means a Sprint Requirement that is Accepted;
Requirement”
“Demand Forecast” means the overall forecast of demand for the Digital Development
Services, including details of all Products within scope of DDS;
“Demand Planning Board" I Has the meaning set out in Annex 1 of Schedule A2;
“Dependencies” means a Task to be performed by one Party upon which the performance
of any other Task by the other Party depends, such Tasks being identifiable
from the HNG-X Programme Plan and further described, as at the date of
signature of CCN1200, in Part 3 of Annex 1 to Schedule B5;
“Deposited Software” means all software designated as such by the Parties from time to time;
“Design and Architecture means the HNG-X Requirements referred to in Annex 7 to Schedule B6.1
Requirements" as may be amended under the HNG-X Programme Requirements Change
Control Process or in accordance with the Change Control Procedure;
“Design Authority" means, as the context requires, the Post Office Design Authority or the
Fujitsu Services Design Authority;
“Design Limit" means each of the levels defined as such in the CCD entitled "Horizon
Capacity Management and Business Volumes" (PA/PER/033);
“Design Proposal" means a Work Package related development document, as further
described in accordance with paragraph 8 of Schedule 20 of Baseline 7;
“Design Purpose" means any one or more of the following purposes:
(a) to support the evaluation, selection or procurement of third party
software applications or Branch Hardware for integration into the
Horizon Service Infrastructure;
(b) to assist a third party in its development of a software application or
Branch Hardware for integration into the Horizon Service
Infrastructure;
(c) to assist with integration of the Horizon Service Infrastructure with
other systems; and/or
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(d) to understand how to replace the Horizon Service Infrastructure and
the Horizon Applications in the long term, including interfaces with
software to be retained beyond the term of this Agreement;
“Developed means documentation, which is not Specially Written Documentation,
Documentation" produced by or on behalf of Fujitsu Services:
(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and
(b) under a Work Order for Development Services, such
documentation having been;
(i) specified as a deliverable for the Post Office in that Work
Order; or
(ii) requested by the Post Office as a deliverable and
acknowledged and produced by Fujitsu Services for the
Post Office on that basis in the course of Fujitsu Services’
performance of professional services during the stages:
strategic approval; start-up and feasibility; or requirements
analysis, of the development process or lifecycle;
“Development Capacity means the Fujitsu Services resources undertaking ASM which the
Resources” parties have agreed should be assigned to undertake Capital
Projects.
“Development Charges” means the Charges for the Development Services, as set out in paragraph
10 of Schedule D1;
“Development Director" means the person designated in writing by Fujitsu Services to Post Office
as holding that position for the purposes of this Agreement from time to
time;
“Development Lifecycle shall have the meaning given to it in paragraph 4.1 of Schedule B1.1;
Stage"
“Development Lifecycle" shall have the meaning given to it in paragraph 4.1 of Schedule B1.1;
“Development means a set of production processes and management disciplines for the
Methodology” effective development and implementation of software and/or infrastructure
projects;
“Development Obligation" I means the relevant obligation imposed on Fujitsu Services when Clause
34.5.6(b) applies:
1) in respect of the HNG-X Service Infrastructure and the Business
Capabilities and Support Facilities, to comply with the System
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Capacity and Performance Requirements, the Training
Requirements, the Operational and Support Service
Requirements, the Migration and Implementation Requirements,
the Design and Architecture Requirements, the Security
Requirements, the Development Requirements and the Testing
Requirements, each as referred to in paragraph 4.1.1 of Schedule
B6.1;
2) in respect of the functionality of the Business Capabilities and
Support Facilities (other than the HNG-X User Interface and the
Postal Services Business Capability), to ensure that such
functionality accords with the Business Equivalence Principles; and
(c) in respect of the HNG-X User Interface and Postal Services
Business Capability, to ensure that they meet the business needs
that are met by the comparable part of the Horizon Applications (it
being acknowledged that any similarities between the style and
graphical realisation of the HNG-X User Interface and the user
interface(s) of the comparable Horizon Applications as may arise
shall only arise as a matter of coincidence through the proper
operation of the Clean Room Rules),
(together the "Development Obligations");
“Development SAP until 31 March 2014 shall have the meaning given to it in the “Data Centre
Systems" Operations: Service Description” (SVM/SDM/SD/0003). From 1 April 2014
until 23:59 on the 4"" October 2016 shall have the meaning given to it in the
“POLSAP Applications Support Service: Service Description”
(SVM/SDM/SD/2306),;
From 5" October 2016 shall have the meaning given to it in the “POLSAP
Hosting Service, Service Description” (SVM/SDM/SD/2191)
“Development Services" shall have the meaning given to it in paragraphs 3.1 and 1.4 of Schedule
Bi.
"Dialled Connection" means a network connection to a Branch to be established for the purposes
of transferring data between that Branch and a Data Centre and
disconnected once that data transfer is complete, including such
connections established via satellite;
“Digital Development Means those services described in Schedule I3 (Digital Development
Services (DDS)” Services);
means the meeting described under the heading Digital Demand
Forecasting Board in Part 1 of Appendix 4 (Governance) of Schedule I3
(Digital Development Services);
“Digital Demand
Forecasting Board”
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"Dispute" means any dispute arising out of or in connection with this Agreement;
“Dispute Owner" shall have the meaning given to it in paragraph 5.1.1 of Annex 2 to
Schedule A2;
“Dispute Resolution means the procedure set out in Annex 2 to Schedule A2;
Procedure" or "DRP"
“Disputed Banking means Within Period One (as defined in the Service Description for the
Transaction Notice" Security Management Service), notification (and the provision of related
information) of a Banking Transaction, which requires investigation, to
Fujitsu Services’ management support unit (MSU) in accordance with the
procedure set out in the Service Description for the Reconciliation Service
for raising a DBTN (as referred to in that Service Description);
“Disrupted Spirit” has the meaning given in paragraph 11.4 of Schedule 13 (Digital
Development Services);
DIW Means the Dynamic Information Warehouse application developed on
behalf of Post Office and hosted by Fujitsu Services;
“DOORS" means the requirements management tool used by Post Office for version
control and management of requirements;
"Downtime" means the period (counting time from within the period 08:00 to 18:30 hours
of each relevant Post Office Core Day only - excluding Saturday)
commencing with a call being made to the Service Desk until resolution of
that call (being the point in time when full operational service has been
restored to the customer), less all time categorised as "suspended help
desk call" as agreed from time to time between Fujitsu Services and Post
Office;
"DR Data Centre" means the Data Centre described as such in sections 2.9 and 3.9 in the
Service Description for the Data Centre Operations Service;
“DRP" means the Dispute Resolution Procedure;
“DUKPT" means derived unique key per transaction;
“DVLA" means the Driver and Vehicle Licensing Agency;
“DVLA Licensing Business I means the Business Capability referred to at paragraph 2.6 of Schedule
Capability" B3.2;
“DVLA On-line Link” means the communication links between the Data Centres and the systems
of the Driver and Vehicle Licensing Agency;
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“DVLA POME" means (as applicable) the enquiry service described in paragraph 2.2.6 of
Schedule B4.2 or paragraph 2.5 of Part 2 of Annex 2 to Schedule B5;
“EDG" means Post Office's external data gateway for routing Transaction data
from the Infrastructure to Clients;
"EIR" means the Environmental Information Regulations 2004;
“Electronic Top-Up means the Business Capability referred to at paragraph 2.7 of Schedule
Business Capability" B3.2;
“EMIS" means the electronic management information service provided by the
Merchant Acquirer;
“EMV" means the Europay Mastercard Visa standard for financial smart cards;
“End Point” means the starting point of a file transferred into PODG or the destination
point of a file transferred from PODG;
“End to End Banking" means the end-to-end systems and services (of which (without limitation)
the NBS, the NB System and Bank systems form part) required to deliver
network banking to Customers;
“End to End Services" means the end-to-end systems and services (of which the Infrastructure
and the Services form part) required to deliver services to Customers;
“End User" means any employee of any member of the Royal Mail Group (and any
Agent or employee thereof) carrying out or involved in the carrying out of
the business of the Post Office;
“Engineering Service" means the Service referred to in row 2 of Table A of Schedule B3.1; until the
31st March 2015, thereafter the Engineering Service shall, if required by
Post Office, be replaced by a service similar to the Engineering Service to
be provided by the Next Supplier. From 1% April 2015, where reference is
made to Engineering Service in a remaining Service Description then to the
extent to which:
1. Fujitsu is dependent on an element of the Engineering Service to
deliver the relevant Service, this shall constitute the dependencies
on Post Office described in Section 1.8 of Schedule AS — Post
Office Responsibilities, Annex A to deliver to facilitate Fujitsu's
delivery of the Service;
2. Where there is the requirement for an interface between the Service
and the replacement Engineering Service, then Fujitsu shall work
with Post Office and/or the Post Office Service Integrator (at Post
Office's cost) to create and/or amend the interface to work with the
replacement Engineering Service using the Change Control
Procedure;
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“e-pay" means the third party, providing services to or for the benefit of Post Office,
that facilitates the handling and authorisation of ETU messages (including,
without limitation, ETU Requests and ETU Authorisations);
“EPOSS" means the Horizon Application referred to at (as applicable) paragraph 2.1
of Schedule B4.2 or paragraph 1 in Part 2 of Annex 2 to Schedule B5;
“Equipment” 1. In the period up to 31st March 2015, any physical hardware (excluding
Paypoles and including, without limitation, supply cords, interface
cables and cords, User-installable components and peripherals)
forming part of the Infrastructure and Stand-Alone Hardware
supplied by Fujitsu Services;
2. In the period from 1% April 2015, any physical hardware (including,
without limitation, supply cords, interface cables and cords, User-
installable components and peripherals) forming part of the
Infrastructure supplied by Fujitsu Services;
“Equivalent Services" means, in relation to a Testable Service, a service or services which, at the
time that Testable Service is subject to Market Testing, are available from
the market:
(a) to meet the same business requirements and the same or
substantially the same specification for that Service (as reflected
in all provisions of this Agreement relevant to that Service and the
basis on which it is provided); and
(b) achieve the same or substantially the same Service Levels as
those applicable in respect of that Testable Service;
“Escher" means Escher Group Ltd, having its principal office at 101 Main Street,
Cambridge, Mass. 02142;
“Escher Confidential means the information referred to in paragraph 2.2 of Schedule C3;
Information"
"Escher Software User" means:
(a) any person authorised by Post Office to use the Services in a franchise
post office or sub-post office, including without limitation sub-post
masters on a non-franchise contract and franchisees of post offices or
sub post offices (together with their employees); and
(b) any employee of Post Office or employee of Royal Mail Group on behalf
of Post Office involved in the development, operation, receipt and/or
management of the Existing Services;
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“Escher Upgrade means WebRiposte, Asset Manager, Framework and Mails and references
Software" to the “software” in paragraph 2 of Schedule B4.1 shall, unless the context
clearly indicates otherwise, be a reference to the Escher Upgrade Software;
“Estimating Methodology”
means the agile methodology used for the purposes of sizing User Stories
and allocating an appropriate number of Story Points, as agreed between
the parties;
ETL Means the Extract, Transform and Load application developed on behalf of
Post Office and hosted by Fujitsu Services;
“ETU" or "ETU means, as applicable in accordance with this Agreement:
Application"
(a) _ the Horizon Application referred to in (as applicable) paragraph 4.3
of Schedule B4.2 or paragraph 12 of Part 2 of Annex 2 to Schedule
BS; and/or
(b) the Electronic Top-Up Business Capability;
“ETU Agent" means the software applications used to process:
(a) ETU Requests and ETU Authorisations transmitted between Branches
and e-pay, and
(b) ETU CO messages received from the Branches, which are converted
into ETU Reversals;
"ETU Authorisation”
means an authorisation message transmitted on-line from e-pay or the ETU
Agent in response to an ETU Request, stating whether that ETU Request
has been approved or declined;
"ETU CO Confirmation"
means a confirmation message written by the ETU Counter Application
during an ETU Transaction when that ETU Transaction has been declined
for a reason other than the receipt from e-pay of an ETU Authorisation
declining the ETU Transaction;
"ETU Co"
means a priority message automatically generated following a counter
timeout for transmission from a Branch to an ETU Agent;
"ETU C1 Confirmation”
means a confirmation message written by the ETU Counter Application
during an ETU Transaction when that ETU Transaction has been
completed;
“ETU Counter Application"
means the application software that contains the business logic controlling
the dialogue with Users of the ETU;
“ETU Decline"
means an instruction contained in an ETU Authorisation to refuse an ETU
Transaction received from e-pay. "Declined" and "Declining" as used in the
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CCD entitled "ETU Definition" (BP/SPE/044) shall be construed
accordingly;
“ETU Receipt" means a paper receipt issued during an ETU Transaction either as a record
of that ETU Transaction or as part of the process of carrying out that ETU
Transaction;
“ETU Request" means a priority request message generated for transmission from a
Branch to e-pay in order to undertake an ETU Transaction for a Customer;
“ETU Reversal” means a message automatically generated by an ETU Agent upon receipt
of an ETU CO message, for transmission from an ETU Agent to e-pay in
order to nullify an ETU Request;
“ETU System" means the elements of the Infrastructure and the ETU Counter Application
which support operational use of the ETU Application;
“ETU Token" means a Token supported by ETU, as described in paragraph 5.2.1 of the
CCD entitled "ETU Definition" (BP/SPE/044);
“ETU Transaction" means any one or more of the following Transactions supported by ETU:
(a) the purchase of a card based top-up product;
(b) the purchase of a card based PIN product;
(c) the purchase of a PIN/e-voucher product;
(d) the refund of a card based Transaction;
(e) the refund of a PIN/e-voucher Transaction;
"Event" means a recorded and auditable instance of business administration
activity, such as the registration of a new User, or the production of a Report;
“Executive Review" shall have the meaning given to it in paragraph 3.1 of Annex 2 to Schedule
A2;
“Existing Equipment" means the Counter Equipment at the Amendment Date;
“Existing Functionality" means the functionality of the Applicable Horizon Baseline, including any
functionality that has been rendered inactive (through Reference Data or by
other means), but excluding any functionality that relates exclusively to a
Redundant Business Function;
“Existing Licences" means in respect of:
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(a) WebRiposte, Asset Manager and Framework, the licensing agreements
between Fujitsu Services and Escher dated 20 December 2000 and
8 May 2001 together with variation agreements dated 18 April 2002
and 26 June 2002 for each of these licence agreements; and
(b) Mails Product, the applicable licensing provisions of the agreement
between Fujitsu Services and Escher dated 20 December 2002;
“Existing Services" means, in respect of each Branch, the Services provided over the
Infrastructure, using the Horizon Applications to that Branch, prior to the
HNG-X Date for that Branch;
“Exit Plan" or "Exit Plans" I means the General Exit Plan and/or the HNG-X Exit Plan (as applicable);
“Exit Scenario" shall have the meaning given to it in paragraph 3.2.3(a) of Schedule E;
“Exit Strategy” means the exit strategy document containing the information described in
paragraph 3.2.3(a) of Schedule E and developed and maintained pursuant
to Schedule E;
“Expected Engineering has the meaning given in paragraph 5.12.4 of Schedule D1;
Volume”
“Expert” shall have the meaning given to it in paragraph 7.1 of Annex 2 to Schedule
“Expired Services” means services which were previously provided by Fujitsu to the Post
Office but which have been terminated or have expired: the Service Desk
Service, the Engineering Service, the Credence/MDM Service and the
Salesforce Support Service;
“Expiring Services” means:
(i) Engineering Service, and Service Desk Service each of which have an
expiry date of 31st March 2015; and
(ii) POLSAP Applications Support Service which has an expiry date of
23:59 on the 4" October 2016; and
(iii) CMT Service which has an expiry date of 31st March 2018; and
(iv) Salesforce Support Service which has an expiry date of 31st March
2016; and
(v) POLSAP Hosting Service which has an expiry date of 31st March
2019; and
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(vi) Credence/ MDM Service which has an expiry date of 31st March
2016; and
(vii) Operational Business Change (Branch Change) Service, which has
an expiry date of 31st March 2023 ;
(viii) Branch Network Service which has an expiry date of 31st March 2018.
“Expiry Date"
means the offer expiry date specified in the Commercial Terms for a Work
Package or Work Package Element;
“Expiry Licence Fee”
means the fee payable by Post Office to Fujitsu Services under Clause
30.19.1 or Clause 30.19.3 (as applicable);
"Facilitator"
has the meaning given to it in paragraph 3.4 of Annex 2 to Schedule A2;
"FAD"
means a unique code that identifies a particular Branch;
“Failure Event"
means an event or series of connected events which causes one or more
Counter Positions to be deemed Unavailable due to a Network Wide
Failure or Local Failure. Ongoing failures will be deemed to be part of such
Failure Event until the Failure Event is closed in accordance with the
Incident closure process which is set out in the Working Document entitled
“Major Incident Process" (SVM/SDM/PRO/0001) (‘Incident Closure
Process’);
“File Management Support
Facility”
means the Support Facility referred to at paragraph 3.5 of Schedule B3.2;
“Final Period"
shall have the meaning set out in paragraph 2.4 of Schedules C1 or B4.4,
as applicable;
“Financial Year"
means each period during the term of this Agreement commencing on 1
April in any calendar year and ending on 31 March in the following calendar
year, save that if this Agreement is terminated early the date of termination
shall be deemed to be the end of a Financial Year;
“Fixed Connection
means a network connection, other than an ADSL Connection, to a Branch
which is intended to be established and held open between times agreed
by the Parties;
"FOIA"
means the Freedom of Information Act 2000;
“FOIA Order"
shall have the meaning given to it in paragraph 2.9.5 of Schedule A4;
“Force Majeure"
shall have the meaning set out in Clause 60.1;
"Framework"
means the Software referred to as such and identified in row 5 of Table 1 of
Schedule B4.1 or row 3 of Table 4 of Schedule C3 (as applicable);
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“Framework Agreement" shall have the meaning set out in Clause 61.4.3(b);
“Fraud Event" means any single act of fraud or other criminal activity carried out by a
person or more than one person acting together or a series of such acts
which are committed by the same person or persons as part of a scheme
or plan using the same or similar methods in each case;
"FRIACO" means flat rate internet access call origination;
“FS Listed Personnel" means (a) the persons from time to time fulfilling the role of the persons
whose job titles are currently ‘Business Unit Director’, ‘Commercial Director’
and ‘Business Development Director’; (b) any Fujitsu Services members of
the Systems Integration Partnership and Executive Relationship who are
not in (a); and (c) the persons fulfilling the roles within Fujitsu Services’
human resources department which are notified to Post Office in writing
from time to time;
“FS Task" means a Task to be performed by Fujitsu Services;
“Fujitsu Background IPR" I means all Intellectual Property Rights owned by Fujitsu Services or a
member of the Fujitsu Services Group and either (i) created prior to the
Project HNG-X Commencement Date or (ii) created after the Project HNG-
X Commencement Date and independently of this Agreement but
excluding, for the avoidance of doubt:
(a) Post Office Foreground IPR;
(b) Licensed IPR; and
(c) all IPR required to be assigned to Post Office pursuant to Clause
29;
“Fujitsu Dependency” means with respect to:
(a) Post Office (including the Post Office Service Integrator to the extent
to which it acts as the managing partner of Post Office):
1. a current Fujitsu Services obligation under this Agreement
(including as set out in Schedule F);and
2. any additional obligations which Post Office and Fujitsu
Services agree as part of the impact analysis performed
in contemplation of the appointment of the Post Office
Service Integrator by Post Office and/or the Partial
Termination or termination of any Terminable Service on
which Post Office is wholly or partially dependent in order
that it may fulfil its own obligations under any agreement
relating to the Towers Model; and
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(b) a Tower Contractor, any obligations which Post Office and Fujitsu
Services agree as part of the impact analysis performed in contemplation
of the appointment of the Post Office Service Integrator by Post Office
and/or the Partial Termination or termination of any Terminable Service on
which any Tower Contractor (which is the Next Supplier with respect to the
relevant Terminable Service) is wholly or partially dependent in order that it
may fulfil its own obligations under any agreement relating to the Towers
Model. For the avoidance of doubt, this may include:
1. obligations that Fujitsu Services currently has to Post
Office under the Agreement (including as set out in
Schedule F) on which the Tower Contractor is dependant
to deliver its services to Post Office under any agreement
relating to the Towers Model; and
2. additional obligations which the parties agree as part of
the impact analysis;
“Fujitsu Developed means Developed Documentation that is not Post Office Developed
Documentation" Documentation;
“Fujitsu Global Cloud means Fujitsu Services’ commodity infrastructure as a service offering as
Service” more particularly described in the service description available at
http://globalcloud.uk.fujitsu.com;
“Fujitsu Guarantees" means the Fujitsu Services Holdings guarantee dated 31 December 2002
and the Fujitsu Limited guarantee dated 31 December 2002;
“Fujitsu Personnel” means employees of Fujitsu Services , its agents, its consultants and its
sub-contractors and of any other person who provide or are involved in the
provision of the Services;
“Fujitsu Service Cost" means in respect of any work carried out by Fujitsu Services, all direct
material, supplier, subcontractor and Fujitsu Services labour costs
(including, as appropriate service management and/or project costs)
reasonably incurred by Fujitsu Services in carrying out such work, plus
those indirect costs exclusively incurred in relation to the relevant work,
including 6% Horizon contract management overheads, but excluding
group overhead recovery;
“Fujitsu Services" means Fujitsu Services Limited;
“Fujitsu Services means the person designated in writing by Fujitsu Services to Post Office
Acceptance Manager" as holding the position for the purposes of this Agreement from time to time;
“Fujitsu Services Change means the person designated in writing by Fujitsu Services to Post Office
Control Manager" as holding that position for the purposes of this Agreement and the address
of that person to which all Change Requests should be delivered by Post
Office to Fujitsu Services from time to time;
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“Fujitsu Services Group"
means Fujitsu Services Holdings plc and its subsidiaries;
“Fujitsu Services Project
Manager"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;
“Fujitsu Services Support
Engineer"
means an engineer employed directly by Fujitsu Services or its supplier(s)
with responsibility including the diagnosis, repair and/or swap of Branch
equipment;
“Fujitsu Services SIP Team
Member"
shall have the meaning given to it in paragraph 2.1 of Schedule B1.2;
“Fujitsu Services’ Design
Authority"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;
“Fujitsu Services’ HNG-X
Acceptance Manager"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;
“Fujitsu Services’ HNG-X
Programme Manager"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;
“Fujitsu Services’ Offshore
Design Authority”
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;
“Fujitsu Services’ Offshore
Project Manager"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;
“Fujitsu Services’ SI
Director"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to time;
“Fujitsu Services’
Software"
means software used by Fujitsu Services in connection with the provision
of Services and:
(a) created prior to the Project HNG-X Commencement Date or created
after that date and used solely in connection with the provision of
Existing Services; and
(b) in which the Intellectual Property Rights are wholly owned by a
member or members of the Fujitsu Services Group,
including, without limitation, the software which is identified as Fujitsu
Services Software in the CCD entitled “Transfer Asset Register"
(COM/MGT/REP/0001);
“Fujitsu Support
Applications”
means the software listed in Schedule G, Annex 1;
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“Full Track”
means the entire contents of track 1, 2 or 3 from the magnetic stripe or chip
on a Token;
“Functional Requirements"
means the HNG-X Requirements described in paragraph 4.2 of Schedule
B6.1;
“Functional Requirements
Definition Process"
means the process for the refinement of Functional Requirements set out
or referred to in Part 1 of Annex 11 to Schedule B6.1;
“Funding Notice"
means a notice delivered by Post Office to Fujitsu Services and expressed
to be a Funding Notice given pursuant to Clause 1.1;
"Gain Share"
means the principles set out in Schedule D3 that govern how the Parties
intend to share Benefits resulting from future cost saving initiatives or
development work;
"General Exit Plan"
means the plan set out in Annex 2 to Schedule E to be developed and
maintained in accordance with Schedule E setting out the steps to be
followed in relation to termination or expiry of this Agreement, Partial
Termination and/or expiry of an Expiring Service, as applicable depending
on the applicable Exit Scenario;
“Generic Web Service
(GWS) Client”
means Clients for whom Post Office provides services using the Generic
Web Service Business Capability;
“Generic Web Service
(GWS) Support Facility”
means the support service described in section 6.4 ‘Generic Web Service
Support Facility’ of Schedule B3.2;
“Good Industry Practice”
means the exercise of that degree of skill, care, prudence, efficiency,
foresight and timeliness as would be expected from a leading company
within the relevant industry or business sector;
“Good Professional
means good practices, methods and procedures (or one of a range of
Practice” practices, methods and procedures) which would be adopted by a leading
supplier exercising in the general conduct of its undertaking that degree of
skill, diligence, prudence and foresight which would ordinarily and
reasonably be expected from a leading supplier engaged in the business of
providing services which are the same as or similar to the Services;
“Governmental means any United Kingdom primary legislation and any United Kingdom
Regulation" secondary legislation;
"GPRS" means general packet radio service;
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“Group Commercial and I means. the person designated in writing by Fujitsu Services to Post Office
Legal Director” as holding that position for the purposes of this Agreement from time to
time.
"GSM" means global system for mobile communications;
"GSM Connection” means a GSM network connection to a Branch which uses high speed
circuit switched data (HSCSD) technology and is intended to be established
and held open between times to be agreed between the Parties;
“GSM CSD Connection" means a GSM network connection to a single counter Branch which uses
circuit switched data (CSD) technology and is intended to be permanently
installed;
"Guarantor" means either of Fujitsu Services Holdings Plc or Fujitsu Limited;
“H&HNG Systems means the implementation of Infrastructure and software upgrades and
Integration" additions to the Infrastructure (other than the Branch Infrastructure) to
interface to any new systems or Applications and support any new
Services operating end-to-end as defined by Post Office requirements in
the relevant Work Order;
“Hard Cap" shall have the meaning given to it in paragraph 1.3.4 of Schedule D8;
“Hardware” means any hardware used by Fujitsu Services to provide Services under
this Agreement;
“Hardware Impact means:
Assessment"
(a) in relation to any intended Implementation of Branch Hardware,
verification of the Branch Hardware's technical compatibility and ability
to interface with other elements of the Infrastructure; and
(b) in relation to any intended Implementation of Branch Hardware or
Stand-Alone Hardware an assessment of the impact of the intended
Implementation on the Infrastructure and the HNG-X Services
(including, without limitation, the Service Levels and the availability of
suitable support);
“Hardware means Hardware Impact Assessment and Implementation Support (as
Implementation" described under Schedule B1.3 but procured under Schedule B1.1);
“Hardware Procurement" means the procurement of Branch Hardware or Stand-Alone Hardware;
“Head of Change and IS" means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
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“Head Office Counter means a single position gateway configuration or a multi-position gateway
Position" configuration to be installed in Post Office office premises that are not
Branches;
"Help Desk" or "Helpdesk" I means Service Desk provided by Fujitsu until the 2" July 2014
or “Horizon System Help
Desk"
“HNG-X Acceptance means the board described as such in paragraph 3.1.2 of Schedule B6.3;
Board"
"HNG-X Acceptance shall have the meaning given to it in paragraph 2.3 of Schedule B6.3;
Criterion”
“HNG-X Acceptance shall have the meaning given to it in paragraph 7.1 of Schedule B6.3;
Dispute"
“HNG-X Acceptance means the board set out at Schedule A2, Annex 1;
Dispute Board”
“HNG-X Acceptance means an assessment point at which specific activities or events must meet
Gateway" agreed HNG-X Acceptance Criteria to the parameters defined in Schedule
B6.3 before proceeding to subsequent dependent activities or events;
“HNG-X Acceptance shall have the meaning ascribed to it in paragraph 2.8 of Schedule B6.3;
Incident Collection"
“HNG-X Acceptance shall have the meaning ascribed to it in paragraph 2.7 of Schedule B6.3;
Incident"
“HNG-X Acceptance means the Fujitsu Services’ HNG-X Acceptance Manager and the Post
Managers" Office HNG-X Acceptance Manager;
“HNG-X Acceptance shall have the meaning ascribed to it in paragraph 2.4 of Schedule B6.3;
Method"
“HNG-X Acceptance Plan" I means a plan produced and agreed in accordance with paragraph 2.10 of
Schedule B6.3;
“HNG-X Acceptance means the acceptance process for the HNG-X System set out or referred
Process" to in Schedule B6.3;
“HNG-X Acceptance means a stage in the HNG-X Acceptance Process referred to in paragraph
Process Stage" 2.2.4 of Schedule B6.3;
“HNG-X Acceptance shall have the meaning given to it in paragraph 5.1 of Schedule B6.3;
Testing Evidence"
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“HNG-X Acceptance
Tracking”
means the tracking of the HNG-X Acceptance Process as described in
paragraph 2.5 of Schedule B6.3;
“HNG-X Acceptance
Tracking Document"
shall have the meaning given to it in paragraph 2.5 of Schedule B6.3;
“HNG-X Application"
means a software application expressed as series of business capabilities
and support facilities which, as at signature of CCN1200, are summarised
in Schedule B3.2;
“HNG-X Assumptions"
means the assumptions and constraints set out in:
(a) the CCDs referred to in Annexes 4, 6 and 8 to Schedule B6.1;
(b) Annex 12 to Schedule B6.1; and
(c) the CCDs entitled “HNG-X Counter Reference Data Delivery Strategy -
Agreed Assumptions and Constraints” (REQ/CUS/STG/0003) and
"HNG-X Branch Exception Handling Strategy - Agreed Assumptions
and Constraints” (REQ/CUS/STG/0002);
“HNG-X Authority Level 1"
means the Post Office HNG-X Programme Manager and the Fujitsu
Services' HNG-X Programme Manager;
“HNG-X Authority Level 2"
means the Post Office Delivery, Integration and Assurance Manager and
the Fujitsu Services SI Director;
“HNG-X Baseline Open
Book Information"
means the information set out in the CCD entitled "HNG-X Baseline Open
Book Information" (COM/MGT/PRO/0002) version 1.0, dated 16 August
2006;
"HNG-X Central
means all of the equipment installed in the Data Centres to provide the
Walkthrough"
Infrastructure" Business Capabilities and Support Facilities;
“HNG-X Date" means, in respect of each Branch, the Working Day on which the "point of
no return" occurs, as described in paragraph 41 of section 8.5 of the CCD
entitled "HNG-X Migration Strategy —- Agreed Assumptions and Constraints”
(REQ/CUS/STG/0001);
“HNG-X Design means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X Development"
means all of the following work undertaken by Fujitsu Services pursuant to
this Agreement:
(a) all design, development and testing in accordance with Schedule BS
and Schedules B6.1 and B6.2, other than Associated Change
Development;
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(b) all work and activities connected with achievement of HNG-xX Initial
Acceptance and HNG-X Final Acceptance;
(c) resolution of HNG-X Medium Severity Acceptance Incidents and
HNG-X Low Severity Acceptance Incidents outstanding following
HNG-xX Initial Acceptance and HNG-X Final Acceptance;
(d) any work required in the three months after start of HNG-X Project
Workstream X4 (HNG-X Application Roll Out)} to ensure that the
functionality of the Business Capabilities and Support Facilities
(other than the HNG-X User Interface and the Postal Services
Business Capability) accords with the Business Equivalence
Principles;
“HNG-X Development
Charges"
means the Charges for HNG-X Development calculated in accordance with
the provisions of Schedule D8;
“HNG-X Development
Completion"
means completion of HNG-X Development by Fujitsu Services such that all
HNG-X Development Charges shall have been paid or shall have become
due to be paid by Post Office to Fujitsu Services;
“HNG-X Development
Period"
means the period commencing on the date signature of CCN 1200 and
ending on the completion of HNG-X Development;
“HNG-X Document
Review"
means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X Exit Plan"
means the plan set out in Annex 3 to Schedule E to be developed and
maintained in accordance with Schedule E setting out the steps to be
followed in relation to termination of Project HNG-X;
“HNG-X Final Acceptance"
means progressing through HNG-X Acceptance Gateway 6 by satisfying all
of the matters referred to in paragraph 4.5.3.1 of Schedule B6.3;
“HNG-X Final Acceptance
Date"
means the date on which HNG-X Final Acceptance is achieved;
“HNG-X Final Development
Charge Date"
means the date on which Fujitsu Services gives notice to Post Office that
no further invoices will be raised in respect of HNG-X Development other
than in accordance with paragraph 3.2 of Schedule D8;
“HNG-X High Level Test
Plans" or "HNG-X HLTP"
shall have the meaning ascribed to it in paragraph 2.6 of Schedule B6.3;
“HNG-X High Severity
Acceptance Incident"
means an HNG-X Acceptance Incident categorised as 'High' in accordance
with Annex A of Schedule B6.3;
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“HNG-X Initial Acceptance"
means progressing through HNG-X Acceptance Gateway 4 by satisfying all
of the matters referred to in paragraph 4.5.2.1 of Schedule B6.3;
“HNG-X Initial Acceptance
Date"
means the date on which HNG-X Initial Acceptance is achieved;
“HNG-X Low Severity
Acceptance Incident"
means an HNG-X Acceptance Incident categorised as ‘Low’ in accordance
with Annex A of Schedule B6.3;
“HNG-X Medium Severity
Acceptance Incident"
means an HNG-X Acceptance Incident categorised as ‘Medium’ in
accordance with Annex A of Schedule B6.3;
“HNG-X Migration
Assumptions"
means the agreed assumptions and constraints in respect of Transition as
set out in the CCD entitled "HNG-X Migration Strategy - Agreed
Assumptions and Constraints" (REQ/CUS/STG/0001);
“HNG-X Minor
Concession”
means an authorised agreement between the Parties to defer or revoke all
or part of a HNG-X Project Requirement where such action has a non-
significant impact to performance or functionality for the purposes of the
HNG-X Acceptance Process;
“HNG-X Monitoring"
means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X PCI Date”
means, in respect of each Branch, its HNG-X Date or the day on which the
Branch is activated as part of the Horizon PCI Rollout, whichever is the
earlier. The last HNG-X PCI Date shall be no later than completion of T5
(Data Centre Ready for HNG-X) plus 3 months;
“HNG-X Programme
Change Assessment"
means the assessment procedure described in paragraph 3 of Part 5 of
Annex 11 to Schedule B6.1;
“HNG-X Programme
Change Authority"
means the body described in paragraph 1.2 of Part 5 of Annex 11 to
Schedule B6.1;
“HNG-X Programme Plan"
means the plan for the fulfilment of each Party's obligations under this
Agreement in relation to Project HNG-X and certain of the Associated
Change Activities, the initial version of which at Level 2 (as at the date of
signature of CCN1246) is set out in Part 2 of Annex 1 to Schedule B5, as
the same is maintained and varied from time to time (as a plan, separate
from Schedule BS5) in accordance with the provisions of this Agreement and,
in particular, Schedule B6.2;
“HNG-X Programme
Requirements Change
Control Process"
means the process described in Part 5 of Annex 11 to Schedule B6.1;
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“HNG-X Project Activities"
has the meaning set out in paragraph 3.1.1 of Schedule BS and further
detailed in paragraph 3.2.1 of Schedule B5;
“HNG-X Project Price”
shall have the meaning given to it in paragraph 1.3.1 of Schedule D8;
“HNG-X Project Tasks"
means the Tasks required to be performed by each Party in order to carry
out the HNG-X Project Workstreams;
“HNG-X Project
Workstreams”
means the workstreams listed in paragraph 3.2.1 of Schedule BS5, as further
described in Part 1 of Annex 1 to Schedule B5;
"HNG-X Rectification Plan"
means a plan referred to in paragraph 6.4.1 of Schedule B6.3;
"HNG-X Release
Validation"
means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X Requirement"
means a business requirement of Post Office which is either (i) set out or
referred to in Annexes 3 to 10 (inclusive) of Schedule B6.1 (ii) developed in
accordance with the Requirements Definition Process or (iii) agreed in
accordance with the Change Control Procedure;
“HNG-X Requirements
Assurance”
means the approach agreed by the Parties to the assurance of HNG-X
Requirements as described in paragraph 4 of Part 1 of Annex 11 to
Schedule B6.1;
“HNG-X Requirements
Baselining Process"
means the process described in Part 2 of Annex 11 to Schedule B6.1;
“HNG-X Requirements
Catalogue Draft at
Contract"
means an extract of the HNG-X Requirements Catalogue from DOORS at
the date of signature of CCN1200, version 0.2, which represents the HNG-
X Requirements referred to in Annexes 3 -10 of Schedule B6.1;
“HNG-X Requirements
Catalogue"
the version controlled list(s) of assured HNG-X Requirements (typically
consisting of Use Cases and narrative statements), associated agreed
HNG-X Acceptance Criteria, associated agreed HNG-X Acceptance
Methods, associated agreed Fujitsu Services compliance statements and
associated agreed caveats to full compliance;
“HNG-X Requirements
Catalogue, version 1"
means an extract of the HNG-X Requirements Catalogue from DOORS at
the end of the Requirements Stage;
“HNG-X Service
Infrastructure"
means
1. Inthe period up to 31*t March 2015, the Branch Infrastructure, the HNG-
X Central Infrastructure and the HNG-X Telecommunications
Infrastructure;
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2. Inthe period from 18 April 2015, the HNG-X Central Infrastructure and
the HNG-X Telecommunications Infrastructure;
"HNG-X Services"
means the Operational Services, Call Off Services, Service Integration
Services, Third Party Management Services and BCSF Services;
“HNG-X Solution
Assurance"
means the process described in paragraph 5 of Schedule B6.2;
"HNG-X Solution Test"
means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X Stage
Progression"
means progression through an HNG-X Acceptance Process Stage in
accordance with the rules and process set out at paragraph 4 of Schedule
B6.3;
"HNG-X Sub-contractor"
means any of the Sub-contractors identified as such in the table in
paragraph 2 of Schedule C2;
“HNG-X System"
means the HNG-X Service Infrastructure together with the Business
Capabilities and Support Facilities installed on the HNG-X Service
Infrastructure;
“HNG-X T&M Budget"
means Fujitsu Services’ estimate of the HNG-X Development Charges and
Associated Change Development Charges for the resource and time
required to complete (as the context requires) (a) an FS Task (b) a Level 3
element in the HNG-X Programme Plan to be performed by Fujitsu Services
or (c) a group of such Tasks taken together (from which the budgeted
amounts and hours for each such Task, or Tasks taken together, may be
derived);
“HNG-X
Telecommunications
Infrastructure"
for Branches where the Branch Network Service and/or CMT Service are
provided by Fujitsu Services, means the Branch Telecom Infrastructure and
the Central Telecom Infrastructure; or for Branches where Replacement
Services to those of the Branch Network Service and/or CMT Service are
being provided by the Next Supplier, means the Central Telecom
Infrastructure;
“HNG-X Termination
Charge"
means the charge set out in paragraph 6 of Schedule E payable by Post
Office if Project HNG-X is terminated in accordance with Clause 47.11.2;
“HNG-X Test
Infrastructure”
Means the SV&I Rig, Integration (INT) Rig and Component Integration and
Test (CIT) Rig
“HNG-X Third Party
Software"
means any software identified as such in Schedule C3;
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"HNG-X User Interface" or
“HNG-X UI"
means the software accessible at Counter Positions (including its
configuration, processes, structure and organisation) by which Users
interface with the Business Capabilities and Support Facilities over the
Infrastructure;
“Horizon Application"
means software which performs or supports a specific business function at
a Branch or in the Back Office and which operates on the Horizon Service
Infrastructure, including (without limitation):
(a) those applications listed in (as applicable) Schedule B4.2 or Part
2 of Annex 2 to Schedule B5; or
(b) any applications of a similar nature;
“Horizon Audit Facility"
means the Horizon Application referred to at paragraph 2.8 of Schedule
B4.2;
“Horizon Central
Infrastructure"
means the Horizon Initial Central Infrastructure and any additional
hardware and software which is introduced prior to the occurrence of
Trigger Point TS (Data Centre Ready for HNG-X) other than any hardware
or software introduced pursuant to paragraph 2.4 of Schedule B4.3;
“Horizon Counter
Position"
means a Counter Position, or a similarly automated position at a CTO or at
head office premises used by Post Office;
“Horizon Design
Documentation"
means Internal Design Documentation and Specially Commissioned
Design Documentation;
“Horizon Icon Service"
means the Service referred to in row 7 of Table B of Schedule B3.1;
“Horizon Initial Central
Infrastructure"
shall have the meaning specified in paragraph 2.3 of Schedule B4.3;
“Horizon IPR Materials”
has the meaning specified in Clause 30.19.7;
“Horizon Materials”
means all documents, software, materials, items or other things whatsoever
that were created by or on behalf of Fujitsu Services for or in connection
with this Agreement before the Project HNG-X Commencement Date and
any other documents, software, materials, items or other things created
after that date and used solely in connection with the provision of Existing
Services;
“Horizon PCI Rollout”
means the rollout of PCI changes to Horizon Counter Positions as
described in the ccD entitled “Security Constraints”
(ARC/SEC/ARC/0001);
"Horizon Reconcil
Facility"
means the Horizon Application referred to at paragraph 2.9 of Schedule
B4.2;
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"Horizon Service means
Infrastructure"
(a) In the period up to 31%t March 2015, the Branch Infrastructure, the
Horizon Central Infrastructure and the Horizon Telecommunications
Infrastructure;
(b) In the period from 1* April 2015, the HNG-X Service Infrastructure
“Horizon Software” means all software, databases and documentation used in the delivery of
services to Post Office pursuant to this Agreement by Fujitsu Services,
including without limitation:
(i) the Fujitsu Background IPR;
(ii) the Internal Code;
(iii) the Fujitsu Developed Documentation;
(iv) the Fujitsu Services Software;
(v) the Listed Documentation; and
(vi) the Licensed IPR,
but excluding (without prejudice to any right, title or interest Post Office may
have in respect of such items pursuant to this Agreement):
(i) the Fujitsu Support Applications;
(ii) the Specified Third Party Software; and
(iii) any software, databases and documentation in which the Intellectual
Property Rights and database rights are owned by Post Office;
“Horizon Software IPR” means the Intellectual Property Rights and database rights subsisting in
the Horizon Software;
“Horizon means, prior to the occurrence of Trigger Point T5 (Data Centre Ready for
Telecommunications HNG-X), the telecommunications links between the Horizon Central
Infrastructure" Infrastructure on the one hand and each of (a) the Branch Infrastructure
(b) Client systems (c) Post Office systems (d) the Merchant Acquirer and
(e) Santander systems on the other hand, and shall include any
associated telecommunications equipment including, without limitation,
transfer management servers and physical routers;
“Horizon Third Party means any software identified as such in Schedule B4.1;
Software"
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“HSCSD” means High Speed Circuit Switched Data;
“HSM" means the hardware security module in which PINs are translated prior to
transmission of encrypted data from the Infrastructure to the Banks;
“Human Computer
Interface” or "HCI"
means the interface between the computer systems and Users;
“Icon Business Change
CCDs"
means the CCDs entitled "Horizon Icon Service Description" (CS/PDN/018)
and "Horizon Icon Service Prices" (CS/PDN/019)
“IDs”
has the meaning set out in paragraph 2.5.1 of Schedule 14 (K5 Cloud
Services);
“Implementation”
means all or any of the following activities: (a) Hardware Procurement; (b)
Implementation Support; (c) Installation Management; and (d) Installation;
“Implementation Support"
means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Implementation Support in the Annex to Schedule B1.3 or any similar
service element agreed to be such by the Parties from time to time;
“In/Out Payment Business
Capability"
means the Business Capability referred to at paragraph 2.3 of Schedule
B3.2;
“Incident” an unplanned interruption to Business Capabilities and Support Facilities
and associated POL Service Types or failure of a component of any of the
above.
"Incident" means any perceived abnormal or undesirable occurrence relating to the
Services;
“Indemnified Party"
shall have the meaning given to it in Clause 34.9;
“Indemnifying Party"
shall have the meaning given to it in Clause 34.9;
“Independent Adviser"
means an independent consultancy generally recognised in the IT industry
in the United Kingdom who may carry out Competitive Tendering in
accordance with Schedule D6;
“Indexed Charges"
shall have the meaning set out in paragraph 16.1 of Schedule D1;
“Information Condition"
shall have the meaning set out in Clause 43.12;
“Infrastructure”
means any of the infrastructure used by Fujitsu Services at the relevant time
to deliver the Services, being any of the Horizon Service Infrastructure, the
HNG-X_ Service Infrastructure or, during the Roll Out Phase, the
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combination of elements of the Horizon Service Infrastructure and the HNG-
X Service Infrastructure (as applicable);
For the avoidance of doubt, it is noted that from 15 April 2015 the definitions
of Horizon Service Infrastructure and HNG-X Service Infrastructure
changed.
“Infrastructure Services
means OPS and TMS (including, for the avoidance of doubt, the
characteristics which are common to each as described in (as applicable)
paragraph 6 of Schedule B4.3 or paragraph 4 of Part 1 of Annex 2 to
Schedule BS), the provision of which shall cease at Trigger Point T6
(Counter Application Rollout Complete);
“Initial Branch shall have the meaning specified in paragraph 2.1.1 of Schedule B3.4;
Infrastructure"
“Initial Horizon means EPOSS, APS, LFS, Message Broadcast, NBS and the Horizon
Application" Application element of Debit Card and Reference Data Management;
“Inner Core Team”
means those personnel identified as such in the minutes of the Demand
Planning Forum;
“In-Scope Employees”
shall have the meaning set out in Clause 75.15;
"Installation"
means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Installation, as referred to in the Annex to Schedule B1.3;
“Installation Management"
means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of Installation
Management in the Annex to Schedule B1.3;
“INT”
means a testing process used to validate platform and software integration,
packaging, provisioning distribution and installation, before software
reaches the formal test environments;
“Integration (INT) Rig”
means the Rig used by the Product Integration Team (PIT) to test packages
and associated scripts produced by Development, prior to handover to the
Test Team and the SV&l Rig;
“Intellectual Property
Rights" or "IPR"
means patents, trade marks, service marks, design rights (whether
registerable or otherwise), applications for any of the foregoing, moral
rights, copyright, trade or business names and other similar rights or
obligations whether registerable or not in any country (including but not
limited to the United Kingdom);
“Interface Costs"
means Interface Establishment Costs and Interface Operational Costs;
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“Interface Establishment
Costs"
means all costs reasonably incurred by Fujitsu Services in establishing any
new technical and operational interfaces between a Replacement Service
and the Services (other than the Terminable Service being terminated);
“Interface Operational
Costs"
means the ongoing cost to Fujitsu Services of operating, managing and
maintaining the technical and operational interfaces between a
Replacement Service and the Services (other than the Terminable Service
being terminated);
“Interim Applications
Support and
Maintenance Service
(ASM)”
means the Applications Support and Maintenance Service as described
within Schedule I2 (Application Support and Maintenance)
“Internal Code"
means machine readable software (including PIN Pad firmware) supplied
as an integral part of the Hardware and not listed in this Agreement;
“Internal Design
Documentation"
means Fujitsu Services’ internal design documentation created for the
purposes of this Agreement prior to the Project HNG-X Commencement
Date or created after that date and used solely in connection with the
provision of Existing Services;
“Investment Recovery"
shall have the meaning given to it in paragraph 4.2.1 of Schedule D3;
“Invoicing Period"
shall have the meaning set out in paragraph 6.1.3 of Schedule D2;
"ISDN"
means integrated services digital network;
“Issuer Identification
Number" or "IN"
means the identification number ascribed to an issuer of a magnetic card
or similar token by APACS;
“T"
means information technology;
“IT Infrastructure Library"
or "ITIL"
means a series of industry standard documents used to aid implementation
of a framework for IT services management;
“Joint Objectives"
shall have the meaning given to it in Recital (E);
“Key Individual"
means a natural person employed or engaged by either Party and:
i) in the case of Fujitsu Services, who is a member of the SIP or all or
substantially all of whose work is directly associated with the provision
of the Services to Post Office; or
ii) inthe case of Post Office, 20 per cent. or more of whose work facilitates
the receipt by Post Office of the Services,
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such work including the support, administration or monitoring of all or any
part of the Services and/or the management of staff involved in carrying out
such work;
“Key Management
System" or "KMS"
means the management of security keys;
“Key Personnel"
means the specific personnel listed in the CCD entitled "Fujitsu Services
Key Personnel" (HR/CON/001);
“Known Error Log (KEL)”
means a single electronic record maintained by Fujitsu Services which
records details of known errors and specifying workarounds and “Known”
errors shall be construed accordingly
"LAN"
means local area network;
“Leased Fixed Circuits"
"Level" means the level of detail at which tasks or activities are described in the
HNG-X Programme Plan being either level 1 (the least detailed), level 2, or
level 3 (the most detailed);
"LFS" means the Horizon Application referred to at (as applicable) paragraph 2.4
of Schedule B4.2 or paragraph 3 in Part 2 of Annex 2 to Schedule B5;
“LIBOR" means the London InterBank Offered Rates;
“Licence Date”
means the date of expiry of this Agreement, the date upon which the
termination of the whole Agreement is effective or, in the case of any notice
issued by Post Office under Clause 30.19.3 or Clause 30.19.4, the date
upon which the relevant notice is received by Fujitsu Services from Post
Office (as applicable);
"Licensed IPR"
means all Intellectual Property Rights created under this Agreement after
the Project HNG-X Commencement Date by or on behalf of Fujitsu
Services, any member of the Fujitsu Services Group or any HNG-X Sub-
contractor, other than:
(a) the Post Office Foreground IPR; and
(b) all Intellectual Property Rights in all Developed Documentation,
Fujitsu Services Software, Listed Documentation, Specially Written
Software, Specially Written Documentation, Horizon Design
Documentation and Horizon Materials;
“Licensed Persons"
shall have the meaning given to it in paragraph 2.2.1 of Schedule B4.1;
"LINK" or "LiNK"
means the branded and shared network of cash machines and self-service
terminals of certain member banks and building societies in the UK, which
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enables services from one member bank or building society to be available
at cash machines of all member banks and building societies, to be
construed for the purposes of this Agreement as a single system;
“Liquidated Damages
Threshold" or "LDT"
shall have the meaning given to it in (as applicable) paragraph 1.2.2 of
Schedule C1 or paragraph 1.2.2 of Schedule B4.4;
“Listed Documentation"
means documents listed in paragraph 3 of Schedule B4.1 created prior to
the Project HNG-X Commencement Date or created after that date and
used solely in connection with the provision of Existing Services;
“Live Monitoring”
means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.3 of Schedule B6.3;
“Live Pilot"
means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.2 of Schedule B6.3;
“Live System Test (LST)
Rig”
means the rig used for testing all fixes and releases prior to deployment to
the live estate. The LST rig is designed to model the live estate as closely
as practical in functional but not in capacity terms;
"Local Allowance"
Means:
1. In the period up to 31st March 2015, the allowable time for any failure
of the Branch Infrastructure and/or the Branch Telecom
Infrastructure;
2. Inthe period from 1s April 2015, the allowable time for any failure of
the Branch Telecom Infrastructure.
“Local Failure"
Means:
1. In the period up to 31% March 2015, a failure of the Branch
Infrastructure and/or the Branch Telecom Infrastructure and
2. In the period from 1% April 2015, a failure of the Branch Telecom
Infrastructure;
“Local Loop” Means, in respect of each Branch, the ISDN, PSTN or ADSL (as applicable)
socket in that Branch and its connection to the Central Network;
“Losses” shall have the meaning set out in Clause 43.1;
“Lower Target Price"
has the meaning given to it in paragraph 1.3.1 of Schedule D8;
“LREC File" means a reconciliation file generated by LINK which details all financial
Banking Transactions acquired and issued for Post Office on that day;
"MAC" means message authentication code;
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“MAC Team” or “Major
Account Controllers”
means the team which forms a part of the Service Management Service,
performing activities in support of the other Operational Services as a
subset of the functions previously performed by the Service Desk Service
as described in the CCD entitled “Service Management Service: Service
Description (SVM/SDM/SD/0007)
“Mails Acceptance"
means the processes set out in paragraph 2.9.2 in Schedule B3.2;
“Mails Administration"
means the processes set out in paragraph 2.9.3 in Schedule B3.2;
Application"
means the Horizon Application referred to in (as applicable) paragraph 4.2
of Schedule B4.2 or paragraph 11 in Part 2 of Annex 2 to Schedule B5;
“Mails Application” or
"Mails"
means the Horizon Application referred to in (as applicable) paragraph 4.1
of Schedule B4.2 or paragraph 10 in Part 2 of Annex 2 to Schedule B5;
“Mails Carriers"
means organisations with which Post Office contracts directly or indirectly
to provide postal services to Customers;
“Mails Product”
means the software referred to as such and identified in (as applicable) row
7 of Table 1 of Schedule B4.1 or row 4 of Table 4 of Schedule C3 (as
applicable);
“Management Information
Service"
means the Service referred to in line 10 of Table A of Schedule B3.1;
“Margin Rate"
means, in respect of any Operational Service in any month from (and
including) April 2008 to (and including) March 2012, the amount, if any,
identified in the Operational Charges Table as the Margin Rate for that
Operational Service in the Financial Year in which such month falls;
“Margins & Commissions
File"
means an electronic file sent by Post Office to Fujitsu Services containing
the trading margins to be used by the Bureau Service;
“Market Testing"
means either or both of Benchmarking and Competitive Tendering;
“Maximum Authorisation
Agent Wait Period" or
“MAAWP™
means the period the NB Authorisation Agent shall wait for a corresponding
NB Authorisation after generating a NB Request (for transfer to the Banks)
before itself generating an NB Authorisation signifying a NB Decline (due to
system time-out) to be sent to the relevant automated Counter Position;
“Maximum Counter Wait
Period" or "MCWP™
means the period that an automated Counter Position shall wait for a
corresponding NB Authorisation after generating a NB Request before itself
Declining that Banking Transaction due to system time-out;
MDM
Means the MasterData Manager application developed on behalf of Post
Office and hosted by Fujitsu Services;
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“Mean Time Between
Failure" or "MTBF"
means the measurement process used to calculate the mean failure rate of
Equipment as set out in the CCD entitled "Calculating Mean Time Between
Failure and Availability" (SVM/SDM/PRO/0013);
“Mediator”
shall have the meaning given to it in paragraph 6.1 of Annex 2 to Schedule
A2;
“Merchant Acquirer" or
"MA"
means the third party (contracted for by PO Ltd) which facilitates the
handling of DC messages interfacing between the POL Service
Infrastructure and banks as necessary ;
“Message Broadcast
Service" or "MBS"
means the Service referred to in line 2 of table B of Schedule B3.1;
“Message Handling
Support Facility"
means the Support Facility referred to at paragraph 3.8 of Schedule B3.2;
“Method of Payment"
means the form of payment recorded against a Transaction involving a
Customer;
“Microsoft Availability
Zone”
means a unique physical location within a Microsoft Azure region. Each
Microsoft Availability Zone is made up of one or more datacentres equipped
with independent power, cooling, and networking;
“Microsoft Client Access
Licence" or "Microsoft
Client Access Licences"
means Microsoft's 'Windows Server 2003 Client Access Licence’, being the
licence required for each Use or device (or combination of both) to access
or use the Windows server software for the purpose of exchanging user or
application credentials;
"MID"
means in the context of Debit Card, the merchant identification number;
“Migration and
Implementation
Requirements"
means the HNG-X Requirements referred to in Annex 6 to Schedule B6.1,
as may be amended under the HNG-X Programme Requirements Change
Control Process or in accordance with the Change Control Procedure;
“Migration Charges"
means the Charges calculated in accordance with the provisions of
Schedule D7;
“Mini Extension Report”
has the meaning given in paragraph 10.1.5 of Schedule E;
“Minimum Evidence Set”
Documentation required in order for Fujitsu Services to support the Incident,
as agreed from time to time between the parties
"MIS"
means management information system;
“MOU”
means the Memorandum of Understanding dated 16th November 2017
under which the parties agreed to make a number of changes to the
Agreement, (known as Project “Everest”)
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“MSU Day" means 0800 to 1730, Monday to Friday (inclusive), excluding Bank
Holidays;
“NBSC" means Network Business Support Centre (Post Office);
“NB Additional Time"
shall have the meaning given to it in paragraph 1.6 of Annex 3 to Schedule
B44;
“NB Authorisation” means an authorisation message transmitted on-line from the Banks in
response to a NB Request, stating whether that NB Request has been
approved or Declined;
“NB Authorisation Agent" means the software application to be installed in each Data Centre and
used to process NB Requests, NB Authorisations and CO Confirmations
transmitted between the Branch NB System elements and the Banks;
“NB Confirmation"
means a confirmation message written to record the outcome of a Banking
Transaction;
“NB Core Hours"
means 0800 to 1730 Monday to Friday (inclusive), and 0800 to 1300
Saturday, excluding Bank Holidays;
“NB Customer
means the process by which the association of a Customer with a NB Token
Verification” is to be checked, as described in paragraph 5.7.2 of the CCD entitled "NBS
Definition" (BP/SPE/035);
“NB Decline" means a refusal by the NB System or Counter Clerk to proceed with a
Banking Transaction after a NB Request is generated or an instruction
contained in an NB Authorisation to refuse a Banking Transaction received
via NBE. "Declined" and "Declining" shall be construed accordingly;
“NB Pilot (Soft Launch)"
means the testing that was undertaken by the Parties in a live environment
of the NBS and NB System as part of the End to End Service for banking;
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“NB Priority Exception" means a Banking Transaction for which:
(a) no Disputed Banking Transaction Notice has been received by
Fujitsu Services and which persists in system state category
number 4 or 12 as set out in the CCD entitled "Network Banking
End to End Reconciliation Reporting" (CS/SPE/011) on the second
MSU Day following the day of receipt by the DRSH of the
corresponding C4 Confirmation or D Message (as applicable); or
(b) a Disputed Banking Transaction Notice has been received by
Fujitsu Services and which is within or subsequently falls within the
system state category number 4 or 12 as set out in the CCD entitled
"Network Banking End to End Reconciliation Reporting"
(CS/SPE/011);
“NB Project Plan” means the plan for the development and implementation of the NBS
described in paragraph 8.2 of Schedule 24 to Baseline 7;
“NB Request" means a priority request message generated for transmission on-line from
a Branch to a Bank in order to undertake a Banking Transaction for a
Customer;
“NB System" means the elements of the Infrastructure employed by Fujitsu Services in
the provision of the Banking Functions;
“NB Token" means a Token supported by the NBS, as described in paragraph 5.1.1 of
the CCD entitled "NBS Definition" (BP/SPE/035);
“NBS" means the Horizon Application referred to at (as applicable) paragraph 2.6
of Schedule B4.2 or paragraph 5 in Part 2 of Annex 2 to Schedule B5;
“NBS Acceptance" means acceptance of the NBS in accordance with paragraph 6.3.1 of
Schedule 24 to Baseline 7;
"NBS Service Boundaries" I means the Service Boundaries of the NBS as referred to in Annex 3 to
Schedule B4.4;
“Near Shore" means, in the context of the location of development staff, those staff from
an off-shore developer working in the UK;
“Near Shore and Offshore I means the rates contained in the table set out at paragraph 10.4 of
Rates" Schedule D1, which are described as 'Near Shore’ and ‘Offshore’;
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“Network Banking CCNs"
means CCN817, CCN865a, CCN907, CCN909a, CCN914a, CCN928b,
CCN932, CCN933, CCN934, CCN936b, CCN947, CCN959, CCN967,
CCN970a, CCN971 and CCN976a;
“Network Banking
Implementation Charges"
means the charges referred to in paragraph 11 of Schedule 10 of Baseline
7;
“Network Service"
means, as the context requires, the Branch Network Service and/or the
Central Network Service;
“Network Wide Failure"
means a failure of the HNG-X Central Infrastructure and/or the Central
Telecom Infrastructure which results in a loss of the availability of one or
more Branches and Counter Positions;
“New CTO Configuration"
means each simulated Counter Position provided by Fujitsu Services in a
Post Office training centre which has a network connection (via a LAN or
direct) to the Data Centre;
means a new extract of data from the automated payments out-pay database
or changes to existing extracts from that database;
“New Style Mobile
Configuration"
means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as "new style" and
described in the CCD entitled “Counter Hardware Design Specification”
(BP/DES/003);
“Next Supplier”
means the next supplier (if any) nominated by Post Office (whether this be
Post Office, another subsidiary of Royal Mail Group Limited or another third
party including without limitation a supplier to a Tower) to take over, from
Fujitsu Services, the performance of some or all of the Services and/or the
provision of Replacement Services;
“Nominated Executive"
shall have the meaning given to it in paragraph 3.2 of Annex 2 to Schedule
A2;
“Non-Router Proportion"
means, in respect of each month, rolling four week period or week, as the
context requires, the proportion calculated according to the following
formula:
(a) Ais the total number (determined in accordance with paragraph 3.1
of Schedule D7) of 3G, 4 port routers due to be installed in Branches
as part of Associated Change Workstream: Branch Router Rollout
(as referred to in paragraph 3.3.1 of Schedule B5); and
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(b) B is the aggregate number of 3G, 4 port routers installed in
Branches by Fujitsu Services as part of Associated Change
Workstream: Branch Router Rollout by the end of the previous
month, rolling four week period or week, as the context requires;
“Non-standard Third Party
Material"
means any third party software (not being a standard software package),
document or other material which is not readily available on reasonable
commercial arm's-length terms;
“Offensive
Communication”
has the meaning set out in paragraph 2.5.1 of Schedule 14 (K5 Cloud
Services);
“Offshore” means personnel of a Fujitsu Services overseas affiliate or sub-contractor
who are working in India;
“Offshoring” means the process by which a post or task is transferred to an Indian
affiliate or sub-contractor;
"OLA" means a Working Document that is an operational level agreement and
where relevant in the Supply Chain Model as further defined in paragraph
9.7 of Schedule A2
“OLA(s)” has the meaning given in paragraph 9.7 of Schedule A2;
“Old CTO Configuration"
means each simulated Counter Position provided by Fujitsu Services in a
Post Office training centre or for a Post Office demonstration system that
utilises an off-line, stand-alone terminal;
"Old Style Mobile
Configuration"
means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as “old style" and
described in the CCD entitled “Counter Hardware Design Specification”
(BP/DES/003);
“Open Book"
means the cost verification method described in Schedule D4, pursuant to
which Post Office shall be entitled to request and Fujitsu Services shall be
obliged to provide certain costs information as further set out in Schedule
D4;
“Operational Business
Change"
means, as the context requires, the services which can be procured by Post
Office for operational changes, as set out or referred to in the Service
Descriptions for the Operational Business Change (Branch Change)
Service, Reference Data Management Service, Message Broadcast
Service, Client Take-On Service, AP Client Delivery Agreement Change
Service, PODG Client File Re-Send Service and the Horizon Icon Service;
“Operational Business
Change (Branch Change)
Service"
means the Service referred to in row 3 of Table A of Schedule B3.1 and row
1 of Table B of Schedule B3.1;
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Operational Business
Change (Branch Change)
Restructure Charge
Means the one-off Charge payable by Post Office to Fujitsu Services as
detailed in Paragraph 6.13 of Schedule D1
“Operational Business
Change Branch CCDs"
means the CCDs entitled "Post Office Limited Operational Business
Change - Branch Interface Agreement’ (SVM/SDM/STD/0001), and
“Operational Business Change (Branch Change) Service: HNG Service
Description” (SVM/SDM/SD/0014)”;
“Operational Change
Proposal" or "OCP”
means the process referred to in the CCD entitled "Service Management
Service: Service Description" (SVM/SDM/SD/0007);
“Operational Charges
Table"
means the table of that name in Annex B to Schedule D1;
“Operational Charges"
means the Charges for the Operational Services described in paragraphs
2 and 6 of Schedule D1;
“Operational Fixed
Charge"
means, in respect of any Operational Service in any month, the Charge
identified in the Operational Charges Table as a fixed Charge for that
Operational Service in the Financial Year in which such month falls (subject
to adjustment in accordance with paragraph 5 of Schedule D1);
“Operational Level Target"
or "OLT"
means an operational level target of Service required from Fujitsu Services
by Post Office;
“Operational Services"
means:
(a) in the period up to 31 March 2015, the Services referred to in Table A of
Schedule B3.1; and
(b) in the period from 1 April 2015 to 31st March 2017, the Services referred
to in Table A of Schedule B3.1; and
(c) in the period from 1st April 2017, the Services referred to in Table A of
Schedule B3.1 excluding the Expiring Services (save for those Expiring
Services that are extended in accordance with paragraph 10 of Schedule
E)
“Operational Unit Charge”
means, in respect of any Operational Service in any month, the unit charge
or charges, if any, identified in the Operational Charges Table for that
Operational Service in the Financial Year in which such month falls (subject
to adjustment in accordance with Schedule D1);
“Operator Cash Branch”
means a Branch which operates using self-funded model where the cash
to operate the branch is provided by the retailer / branch operator;
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“OPS”
means the office platform service described in (as applicable) paragraph 4
of Schedule B4.3 or paragraph 2 in Part 1 of Annex 2 to Schedule B5;
“Original Work Order"
shall have the meaning set out in paragraph 5.13 of Schedule D2;
“Other Authorised
means a site, other than a Branch, where it may be necessary to install and
use elements of the Infrastructure, e.g. training sites, county shows, and
exhibitions;
“Other IT Supplier"
means any company other than Fujitsu Services (and its Sub-contractor)
which provides (or is being considered as a potential provider of) IT
services, other services or equipment to Post Office;
"Other Stock"
means all Stock other than Retail Stock, Security Stock and Value Stock,
including leaflets, forms and various general consumables and supplies;
“Outer Core Team”
means those personnel identified as such in the minutes of the Demand
planning team;
“PAF Calling Application”
means the AP-ADC Facility within APS, Mails Application and such other
Horizon Applications that the Parties agree under the Change Control
Procedure will utilise the PAF Facility;
“PAF Database” or "PAF"
means the database of the Royal Mail Group or one of its Subsidiary
Companies containing all known addresses and postcodes in the United
Kingdom at the date of the version of the database, (including any updates
to, or extracts from, the database from time to time) as provided to Fujitsu
Services by Post Office (or a third party on behalf of the Post Office) for use
in connection with the provision of the PAF Facility or the PAF Support
Facility as the case may be;
"PAF Facility"
shall have the meaning given to it in paragraph 7 of Schedule B4.2;
“PAF Support Facility"
means the Support Facility referred to in paragraph 3.7 of Schedule B3.2;
"PAN"
means the primary account number (part of the IIN) associated with a NB
Token;
“Parent Company”
means any holding company (as defined in Section 736 of the Companies
Act 1985);
“Partial Termination”
means the termination by Post Office, in accordance with this Agreement,
of one or more Terminable Service(s) on each occasion that such
termination occurs and “Partially Terminate” and its cognates shall be
construed accordingly;
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"Partial Termination
Charge"
means the Charge calculated in accordance with paragraph 6 of Schedule
E and payable by Post Office upon Partial Termination in accordance with
Clause 47.10.2;
“Participants” means those persons referred to in Appendix 3 of Schedule I3 (Digital
Development Services);
"Party" means each of Post Office and Fujitsu Services;
“Payment Management
Business Capability"
means the Business Capability referred to in paragraph 2.10 of Schedule
B3.;
“Paypole” means the fixture to which a PIN Pad is attached
“PCI” means Payment Card Industry;
"PEAK" means the system used by Fujitsu Services' Post Office Account to record
and monitor bugs found during testing;
“Penetration Testing
support”
means the process support involving an active analysis by Fujitsu Services
Limited of the system for any potential vulnerabilities. This analysis is
described in the Security Management Service description referenced
SVM/SDM/SD/017;
"Person"
includes a partnership, a corporation or association (whether incorporated
or unincorporated), as well as a natural person;
“Per Sprint Story Point
Allocation”
Means one hundred (100) Story Points;
“Personal Data"
means all data which are defined as personal data in the Data Protection
Act 1998 and processed by Fujitsu Services under this Agreement;
“Personnel Information"
shall have the meaning given to it in Clause 41.2;
“Phase One" shall have the meaning described in paragraph 3.2 of Schedule E;
“Phase Two" shall have the meaning described in paragraph 3.3 of Schedule E;
"PIN" means personal identification number;
“PIN Pad" means a device used by a Customer to enter a PIN including, without
limitation, for the purposes of NB Customer Verification;
"PIN Pad OBC Stock"
means the stock of PIN Pad Units held from time to time by Fujitsu Services
for Operational Business Change requirements which are no longer held
following the reduction in scope of the OBC (Branch Change) Service on
the 31 March 2015;
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“Pin Pad Procurement
Charges"
means the Charges for procuring PIN Pad Units, as set out in paragraph 14
of Schedule D1;
“PIN Pad Site" means (i) all automated Counter Positions (ii) New Style Mobile
Configurations (iii) Old Style Mobile Configurations (iv) Admin Positions and
(v) trolley based solutions in Branches;
“PIN Pad Unit" means a PIN Pad, Y cable and cable strap;
“Pivot to Cloud”
has the meaning set out in Schedule I
“Planning Period"
means each successive period of two or three weeks designated by Fujitsu
Services as a planning period;
“Platform Standing Team”
Has the meaning given
Development Services);
in paragraph 3.4 of Schedule I3 (Digital
"POA"
means Fujitsu Services' Post Office account;
“PODG”
means Post Office Data Gateway. It replaces EDG and is used to provide
the Post Office Data Gateway Service;
“PODG Client Connection
Service”
means the call off service described in Table B of section 2.2 in Schedule
B3.1;
“PODG Client File Re-Send
Service”
means the Service referred to in line 4 of Table B of Schedule B3.1;
“PODG Gold Service Type”
means a PODG file delivery option where the Route used to deliver files
have a specific time range and service level for delivery of files;
"Point of Sale Business
Capability"
means the Business Capability referred to in paragraph 2.2 of Schedule
B3.2;
“POL Core Day”
means the period from 19:00 on a Working Day to 19:00 on the following
Working Day;
“POL FS Data"
means prior to and after the POLSAP R11 Go Live Date any data
(including, without limitation, any Personal Data):
* provided by or on behalf of Post Office for loading onto the POL FS
System;
¢ produced by the Infrastructure and held on the POL FS System; or
e contained in any Transaction Correction Record delivered by
Fujitsu Services to any Branch;
“POL FS Hosting Services"
means POL FS Services;
"POL FS Services"
means the Operational Service described in, as applicable in accordance
with the provisions of Schedule B3.1, the CCD entitled "Service Description
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for the SAP Hosting Service" (CS/SER/022) or in Annex C to the CCD
entitled “Data Centre Operations Service: Service Description"
(SVM/SDM/SD/0003) including, without limitation, Fujitsu Services’ hosting
of Configured POL FS in live operational use or in development or testing
environments within the Infrastructure;
"POL FS System"
means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POL FS Services including,
without limitation, the SAP System (as that term is defined in the CCD
entitled "Service Description for the SAP Hosting Service" (CS/SER/022) or
in Annex C to the CCD entitled "Data Centre Operations Service: Service
Description" (SVM/SDM/SD/0003), as applicable) and communication links
to and equipment provided by Fujitsu Services at Post Office Premises to
facilitate access by POL FS Users to Configured POL FS;
"POL FS Users"
means Users with access from outside the Infrastructure to Configured POL
FS in live operational use or in development or testing environments within
the Infrastructure;
“POL MI Data”
has the meaning given to it in Clause 16.6
“POL MI Event 1”
means the date on which the first of, or both, DIW and ETL go live;
“POL MI Event 2”
means the date on which MDM goes live;
“POL MI Services”
means the Operational Service described in the CCD entitled
“Credence/MDM -— Service Service Description” (SVM/SDM/SD/2192)
including, without limitation, Fujitsu Service's hosting of Configured POL MI
in live operational use or testing environments within the infrastructure;
“POL MI Software”
means the DIW, ETL and MDM software (and any updates thereto or new
versions thereof);
“POL MI System”
means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POL MI Services;
“POL MI Users”
means Users with access from outside the Infrastructure to Configured POL
ML in live operational use or testing environments with the Infrastructure;
“POLSAP Applications
Support Service”
means the Service referred to in row 20 of Table A of Schedule B3.1;
“POLSAP Central
Infrastructure”
means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POLSAP Services including,
without limitation, the SAP System (as that term is defined in the CCD
entitled “POLSAP Hosting Service: Service Description”
(SVM/SDM/SD/2191);
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“POLSAP Data” means after the POLSAP R1 Go Live Date any data (including, without
limitation, any Personal Data):
1. including the POL FS Data required to be retained;
2. provided by or on behalf of Post Office for loading onto the POLSAP
Software;
3. produced by the POLSAP Central Infrastructure and held on the
POLSAP Software; or
4. contained in any Transaction Correction Record delivered by
Fujitsu Services to any Branch.
“POLSAP Hosting Service” I means the Service referred to in row 19 of Table A of Schedule B3.1;
“POLSAP R1 Go Live means the date on which the first Release of the POLSAP Services
Date” commences the provision of live service to the POLSAP Users following
authorisation at a Release Authorisation Board in accordance with
Schedule A2;
“POLSAP Services” Until 31 March 2014 means the Operational Service described, as
applicable, in accordance with the provisions of Schedule B3.1, the CCD
entitled "Service Description for the SAP Hosting Service" (CS/SER/022) or
in Annex B to the CCD entitled "Data Centre Operations Service: Service
Description" (SVM/SDM/SD/0003) or in the CCD entitled “Third Line
Support Service: Service Description” (SVM/SDM/SD/0004) or in the CCD
entitled “Application Support Service (Fourth Line): Service Description”
(SVM/SDM/SD/0005) including, without limitation, Fujitsu Services’ hosting
of POLSAP in live operational use or in development or testing
environments within the POLSAP Central Infrastructure;
From 1 April 2014 until 23:59 on the 4" October 2016 means the POLSAP
Hosting Service and the POLSAP Applications Support Service;
From 5" October 2016 means the POLSAP Hosting Service;
“POLSAP Software” means the elements of the SAP Software (and any changes, updates
thereto or new versions thereof) hosted within the POLSAP Central
Infrastructure for use within the POLSAP Services;
“POLSAP Users” means Users with access from outside the POLSAP Central Infrastructure
to POLSAP Software in live operational use;
“POL Service Type" means, in the period between the Amendment Date and Acceptance Point
Z3, each of the items identified as a POL Service Type in paragraph 9 in
Schedule B4.2 and thereafter each of the items identified as a POL Service
Type in paragraph 8 in Schedule B3.2;
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"Post Office”
means Post Office Limited or such other subsidiary of Royal Mail Group pic
as may be nominated from time to time to take over the rights and
obligations of Post Office Limited under this Agreement;
“Post Office Acceptance
Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;
"Post Office Additional
Costs"
means, in respect of the ARL failure in question, Post Office's reasonable
additional direct costs and expenses arising as a result of that ARL failure
including, without limitation, Post Office's additional direct staff, help desk
and telephone costs;
“Post Office Background
Materials"
means any software, information, documentation (in the form of CCDs,
CRDs or otherwise), logos, design information, requirements or other
material:
(a) which is reasonably required by Fujitsu Services and in which the
Intellectual Property Rights are wholly owned by Post Office or a
member of the Royal Mail Group; or
(b) made available or provided by or on behalf of Post Office to Fujitsu
Services,
for the purpose of performing the Services, HNG-X Development and/or
Associated Change Development;
“Post Office Cause”
any breach by Post Office of any of Post Office's Obligations (except to the
extent that it is the result of any act or omission by Post Office to which
Fujitsu Services has given its prior consent);
“Post Office Change
Control Manager"
means the individual designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
“Post Office Core Day"
means 08:00 to 20:00 Monday to Saturday inclusive, excluding Bank
Holidays;
“Post Office Critical
Period"
means the hours during a Post Office Core Day or a number of Post
Office Core Days which Post Office may, from time to time, deem as being
those hours where a high number or high value of Transactions take
place;
"Post Office Data”
means all data, information, text, drawings, diagrams, images (including,
but not limited to logos), or sounds which are embodied in any electronic or
tangible medium, and:
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(a) which are supplied or in respect of which access is granted to
Fujitsu Services by Post Office pursuant to this Agreement; or
(b) which is generated by the Horizon Service Infrastructure,
Superstock Infrastructure or HNG-X Service Infrastructure; or
(c) which Fujitsu Services is required to generate in connection with
the provision of the HNG-X Services or the Transfer Services;
“Post Office Data Gateway
(PODG) Support Facility”
means the support facility described in section 6.3 ‘Post Office Data
Gateway Support Facility’ of Schedule B3.2;
“Post Office Data Gateway
Service”
Shall have the meaning set out in Annex C of the CCD “Data Centre
Operations Service: Service Description (SVM/SDM/SD/0003)”
“Post Office DDS
Locations”
means the UK offices where any element of the DDS is performed by Fujitsu
Services, being: (i) 101 Finsbury Pavement, London, EC2A 1RS; (ii)
Finsbury Dials, 20 Finsbury Street, London, EC2Y 9AQ; and (iii) 4 Middle
Pavement, The Pavements, Chesterfield, S40 1PA;
“Post Office Design
Authority"
means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;
“Post Office Developed
Documentation"
means Developed Documentation that:
(a) consists wholly of original work (that is, it does not incorporate any
pre-existing material in which the Intellectual Property Rights are
owned by the Fujitsu Services Group); or
(b) is a derivative work based predominantly on material in which the
Intellectual Property Rights are owned by a member of the Royal
Mail Group or have been licensed to Fujitsu Services by Post Office
or under a licence procured by and at the cost of Post Office;
“Post Office Foreground
IPR"
shall have the meaning given to it in Clause 29.4;
“Post Office HNG-X
Acceptance Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;
"Post Office HNG-X
Programme Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to time;
“Post Office IT & C”
means the internal business functions of Post Office known as Information
Technology & Change;
“Post Office Obligations”
means a Post Office express obligation on which Fujitsu Services is wholly
or partially dependent in order that it may fulfil Fujitsu Services’ obligations
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under this Agreement insofar as those express obligations of Post Office
relate to the Towers Model;
“Post Office Premises’
means all post offices, sub-post offices, and other premises of Post Office
from time to time;
"Post Office Reference
Data"
means the Post Office-run system that maintains the Post Office originated
Reference Data for the Services which from POL MI Event 2, will be MDM;
"Post Office Reference
Data System"
means the Post Office-run system that maintains the Post Office originated
Reference Data for the Services;
"Post Office
Responsibilities"
means the obligations and responsibilities of Post Office set out or referred
to in this Agreement;
"Post Office Service
Architecture"
means the Infrastructure and the Post Office Service Environment;
“Post Office Service
Environment"
means TIP and the Post Office Reference Data System and until the
POLSAP R1 Go Live Date, SAPADS;
“Post Office Service
Integrator”
means the supplier appointed by Post Office to act as its service integrator
and service desk provider who may also act as its managing partner with
respect to the Towers Model, including managing some elements of the
Services provided by Fujitsu Services and the Replacement Services
provided by a Next Supplier;
“Post Office’s Agent"
means any person(s) or organisation(s) listed in paragraph 2.1 of Schedule
D5 authorised to act on behalf of Post Office;
“Postal Services"
means those services that comply with the summary description contained
in paragraph 2.9 of Schedule B3.2 and meet the HNG-X Requirements
developed pursuant to the Postal Services Definition Process;
“Postal Services
Assessment Guidelines”
means the guidelines set out or referred to in section 3 of the CCD entitled
“Postal Services Business and Operational Context"
(REQ/CUS/BRS/0001);
"Postal Services Business
Capability"
means the Business Capability referred to at paragraph 2.9 of Schedule
B3.2;
“Postal Services Definition
Process"
means the process for the refinement of Postal Services Requirements set
out or referred to in Part 4 of Annex 11 to Schedule B6.1;
“Postal Services
Requirements"
means the HNG-X Requirements referred to in paragraph 4.2.2(d) of
Schedule B6.1;
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"PPDs"
means the related set of Processes and Procedures Description documents
as described in the “Introduction Processes and Procedures Description"
document for the appropriate Release;
“Preferred Systems
Integrator"
shall have the meaning given to it in paragraph 2.1 of Schedule A1;
“Previous Employer"
shall have the meaning set out in Clause 59.1;
“Pricing Profile File”
means an electronic file sent by Post Office to Fujitsu Services containing
the pricing profile to be used by the Bureau Service;
"Price Threshold"
means the Lower Target Price, the Upper Target Price, the Soft Cap and
the Hard Cap;
“Priority” Means;
1. In the period up to 31% March 2015, the priority designation set out in
the Service Descriptions for (as applicable) the Branch Network
Service and/or the Engineering Service;
2. In the period from 18 April 2015, the priority designation set out in the
Service Description for the Branch Network Service;
“Problem” A Problem is an application related issue being the root cause of one or
many Incidents
“Processor Interface" or
“py
means an instance of a Bank application supporting the online service
between Banks and NB Authorisation Agents;
“Product”
means a software solution, or collection of software solutions with its own
Product Backlog, managed independently of any other Product;
“Product Backlog”
has the meaning given in paragraph 1.7 of Appendix 1 (Agile Methodology)
of Schedule I3 (Digital Development Services);
means the process by which the Product Delivery Manager and the Product
Owner agree the Product Overview Document;
“Product Roadmap”
means the document created per Product which sets out the roadmap for
the Product including the Product Vision and the Release Plan and is
updated by the Product Delivery Manager regularly;
“Product Delivery
Manager”
has the meaning given in paragraph 4.7 of Schedule 13 (Digital
Development Services);
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“Product Overview
Document”
means the summary of the Product Vision, the architecture approach, the
Release and Test Strategy, the intended service model and the initial
release roadmap for each Product;
“Product Owner”
has the meaning given in paragraph 4.1 of Schedule I3 (Digital
Development Services);
“Product Sponsor”
has the meaning given
Development Services);
in paragraph 4.2 of Schedule I3 (Digital
“Product Vision”
means a document created by Post Office as an outline of the Product,
describing its goals, targeted benefits and overall focus;
“Production SAP System"
until 31 March 2014 shall have the meaning given to it in the “Data Centre
Operations: Service Description” (SVM/SDM/SD/0003).
From 1 April 2014 until 23:59 on the 4" October 2016 shall have the
meaning given to it in the “POLSAP Applications Support Service: Service
Description” (SVM/SDM/SD/2306);
From 5" October 2016 shall have the meaning given to it in the “POLSAP
Hosting Service, Service Description” (SVM/SDM/SD/2191);
"Professional Services"
means professional services as described in paragraph 3.1.1 of Schedule
B1.1;
“Programme or Release
Board"
shall have the meaning set out in Annex 1 of Schedule A2;
“Programme/Release
Relationship"
means the relationship of that name described in Annex 1 to Schedule A2;
“Programme Spend”
has the meaning set out in Schedule I
“Project Assets"
means the assets referred to as such in Clause 48.1;
“Project HNG-X"
means the initial design, development and testing of the HNG-X Service
Infrastructure and the Business Capabilities and Support Facilities, together
with all of the HNG-X Project Activities (also known as ‘HNG-X Release 1’),
but excluding the Associated Change Activities;
“Project HNG-X
Commencement Date"
means 8 February 2006;
“Project Mercury”
has the meaning set out in Schedule I
“Property”
means tangible property (including without limitation buildings and land) but
excluding the Infrastructure and any part thereof before it has been
accepted in accordance with this Agreement;
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“Proportion Change"
shall have the meaning given to it in paragraph 5.1 of Schedule D1;
“Proposed Exit Strategy"
shall have the meaning given to it in paragraph 3.3.2 of Schedule E;
“Protected Margin"
means, in respect of each Financial Year from (and including) 2008/2009
to (and including) 2011/2012, the amount stated in respect of that Financial
Year in the final row of the Operational Charges Table;
"PSTN"
means public switch telecommunications network;
“Purchase Order"
means the form of purchase order generated by Post Office in the course
of the Work Ordering Procedure to give each Work Order a unique
identifying reference for Post Office purposes;
“Purchase Order Cover"
shall have the meaning given to it in Clause 1.6 of the Agreement;
“Purchase Point P1"
means the date on which, for the first time, there is a period of exactly six
months from such date until the planned commencement date for rollout of
Associated Change Workstream A7 (Branch Router Rollout) (as adjusted
from time to time in accordance with the provisions of Schedule B6.2);
“Purchase Point P2"
means the date on which, for the first time, there is a period of exactly one
month from such date until the planned date for Trigger Point T5 (as listed
in Table 5 in Part 1 to Annex 1 of Schedule BS, as adjusted from time to
time in accordance with the provisions of Schedule B6.2);
“Purchase Point P3"
means the date on which, for the first time, there is a period of exactly one
month from such date until the planned commencement date for rollout of
HNG-X Project Workstream X5 (Counter XP Rollout) (as adjusted from
time to time in accordance with the provisions of Schedule B6.2);
“Purchase Point P4"
means 1 July 2008;
“Purchasing Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
"QA/Test SAP System"
until 31 March 2014 shall have the meaning given to it in the “Data Centre
Operations: Service Description” (SVM/SDM/SD/0003).
From 1 April 2014 until 23:59 on the 4'" October 2016 shall have the
meaning given to it in the “POLSAP Applications Support Service: Service
Description” (SVM/SDM/SD/2306).
From 5" October 2016 shall have the meaning given to it in the “POLSAP.
Hosting Service, Service Description” (SVM/SDM/SD/2191);
"QAS Software"
means the QAS software products named QuickAddress Name Tracer,
QuickAddress Validator and QuickAddress Pro with Welsh PAF (and
updates thereto) as referred to in the table in (as applicable) paragraph 1.2
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of Schedule B4.1 or paragraph 6.3 of Schedule C1. QAS Software is hosted
within, but is not part of the Infrastructure and is not Software or an
Application. From 17 July 2011 this software is no longer in use;
“Queried Requirement" shall have the meaning given to it in Clause 34.5;
“RACOC1 Model" means the request, authorisation and confirmations model of End to End
Service flows of Banking Transactions involving, inter alia, as the particular
circumstances may permit, NB Requests being issued from Counter
Positions, NB Authorisations being issued by the NBS and NB
Confirmations being issued from Counter Positions;
“RAG Report" has the meaning given to it in paragraph 10.5 of Schedule B6.2;
R&R Required Items means those elements of the Branch Network Service that need refreshing
or upgrading or a change to the terms of support associated with any
spares, hardware, software or firmware which form part of the current
Branch Network Service as detailed in the BNS Report Part 1 and/or Part
2 (as relevant);
“Ramp Down Period” has the meaning given in paragraph 11.2.1 of Schedule E;
“Ramp Down Report” has the meaning given in pargraph 11.1.1 of Schedule E;
"Rate Board" means a Post Office device of type:
Forde Electronics Rate Board; or
Banking Automation EKS! Multiboard Rate Board; or
DB7 Model 01169 Rate Board
for displaying exchange rates including all associated cables and
equipment forming the connection between the device itself and the socket
used to connect it to the Infrastructure. Rate Boards are not and do not form
any part of the Branch Infrastructure, Equipment, Hardware, Infrastructure
or Stand-Alone Hardware for the purposes of this Agreement;
“Rate Card” means the rate card set out in paragraph 10.4 of Schedule D.1 and any
references in this Agreement to “rate card” shall be construed to be
references to this defined term;
"RDS" means Post Office Reference Data System (q.v);
“Reboot Incident" means a Service Desk authorised reboot, a Service Desk authorised office
snapshot print preview or any work-around authorised by the Service Desk
to remove the necessity to carry out a reboot or office snapshot print
previous where the time taken to carry out such work-around (as
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demonstrated by Fujitsu Services in the test environment normally used to
validate test scripts) is four minutes or longer;
“REC File" means a file generated for each of Santander and CAPO at the end of each
settlement day (defining the outcome of all Banking Transactions) that is
passed to Santander and CAPO respectively;
“Recitals” means the recitals (A) to (G) of this Agreement;
"Reconciliation and
Settlement Reports"
means the reports described as such in the CCD entitled "Network Banking
End to End Reconciliation Reporting" (CS/SPE/011);
"Reconciliation Service"
means the Service referred to in row 12 of Table A of Schedule B3.1;
“Reconciliation Support
Facility"
means the Support Facility referred to at paragraph 3.10 of Schedule B3.2;
“Records”
means the full and accurate records relating to the performance of the
Services;
“Resource Unit”
has the meaning set out in Schedule I
"Rectification Plan”
shall have the meaning given to it in (as applicable) paragraph 7.1 of
Schedule B4.4 or paragraph 7.1 of Schedule C1, as applicable;
“Redundant Business
Function"
means a business function which Post Office has agreed is, or shall
become, redundant;
"Reference Data”
means a set of parameters and relationships controlling the operation of
elements of the Infrastructure or Applications;
"Reference Data
Management Application"
means the Horizon Application referred to at (as applicable) paragraph 2.7
of Schedule B4.2 or paragraph 6 in Part 2 of Annex 2 to Schedule B5;
"Reference Data
Management Service"
means the Service referred to in row 8 of Table A of Schedule B3.1;
“Reference Data Support
Facility"
means the Support Facility referred to at paragraph 3.6 of Schedule B3.2;
“Reference User Stories”
means the library of reference User Stories maintained by Fujitsu Services
and reviewed, and where necessary updated, quarterly, containing example
User Stories that have been sized and allocated a number of Story Points
in accordance with the Estimating Methodology, with each such User Story
also including narrative and description so as to set out the justification for
the applicable number of Story Points that were allocated and, following the
applicable Sprint, the number of Story Points actually required to complete
such User Story;
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“Refresh Items” means the hardware, software and spares stock which Fujitsu Services
identifies and notifies to Post Office and Post Office agrees that it may need
to purchase or refresh in accordance with paragraph 1.3.2(e) of Schedule
B3.3 and/or paragraphs 10.1.7, 10.1.8 and/or 10.1.9 of Schedule E;
“Refund” means a repayment of money to a Customer, by means of a Reversal;
“Relationship” shall have the meaning given to it in paragraph 2.1 of Schedule A2;
"Release" Means, in relation to Services outside of DDS, a documented collection of
software and/or data provided by Fujitsu Services to be deployed in the
Infrastructure; and
Means in relation to DDS, a collection of Delivered Sprint Requirements
that have been approved by the Product Owner for release into the live
environment in accordance with the Release and Test Strategy:
“Release and Test means a document created by Post Office that sets out the approach to
Strategy” testing and release for the particular Product in accordance with Paragraph
8 of Schedule I3 (Digital Development Services);
"Release Contents means a CCD which defines the scope of a Release;
Description"
“Release Plan” means the planned schedule of releases for the Product to the live
environment;
“Relevant Exchange Rate’ shall have the meaning set out in paragraph 16.5.2 of Schedule D1;
“Relevant Indian Index" shall have the meaning set out in paragraph 16.5.1 of Schedule D1;
“Relevant IT System" shall have the meaning given to it in paragraph 2.1 of Schedule A1;
“Relevant Margin" means, in respect of:
(a) the Branch Network Service, the margin calculated by multiplying the
costs incurred by Fujitsu Services in providing such Branch Network
Service by 5/95; and
(b) any other Testable Service, the margin calculated by multiplying the
costs incurred by Fujitsu Services in providing such Testable Service
by 22/78;
“Relevant Period" shall have the meaning set out in paragraph 4.1 of Schedule C1;
"Relevant Services" means:
a) in the event of the expiry or termination of this Agreement, all of the
Services then being performed by Fujitsu Services which include
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for the avoidance of doubt, any Development Services in progress
at the date of expiry or termination;
(b) in the event of the expiry of an Expiring Service, the Expiring Service
that is the subject of such expiry; or
(c) in the event of Partial Termination, the Terminable Service(s) that are
the subject of such termination;
“Relief Event”
means a failure by Post Office to satisfy the relevant Sprint Dependencies
or Transition Dependencies;
"REM Collection"
means a collection of cash and stock remittance pouches by Post Office's
secure carrier;
"Remittance"
means a consignment to or from a Branch of cash, stock, or other value
items to be brought to account;
“Replacement Interfaces"
means the technical and/or operational interfaces between;
(a) the Services which continue to be provided by Fujitsu Services and the
Infrastructure used to deliver those Services after the date of Partial
Termination; and
(b) the Replacement Services and infrastructure provided by Post Office
or a Next Supplier;
“Replacement Mobile
Configuration"
means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as "replacement mobile
configuration" and described in the CCD entitled “Counter Hardware
Design Specification” (BP/DES/003);
“Replacement Service"
means a service that closest matches a Relevant Service that, following
termination or expiry of that Relevant Service, is procured by Post Office
from a Next Supplier or performed by Post Office itself;
"Report"
means a physical document or information held electronically in such a way
that it can be processed readily to produce a physical document;
“Requirements Baseline"
shall have the meaning set out in paragraph 2.1.2 of Schedule B6.1;
“Requirements Definition
Process"
means the Functional Requirements Definition Process, the HNG-X
Requirements Baselining Process, User Interface Definition Process, the
Postal Services Definition Process and the HNG-X Programme
Requirements Change Control Process;
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“Requirements Stage"
means the period that commences on the Amendment Date and ends when
the initial version of the full set of HNG-X Requirements has been issued
by Post Office to Fujitsu Services;
"Retail Price Index" or
"RPI"
means the “all items retail prices" index currently appearing at table RPO2
in the Office for National Statistics Database:http//www.statistics.gov.uk, or
the same index in any other Government publication if the aforementioned
ceases to be published;
"Retail Stock"
means items sold in Branches through Post Office's retail accounting
scheme;
“Retained Functionality
Use Cases"
means the Use Cases described as such in paragraph 3 of Part 1 of Annex
11 to Schedule B6.1;
"Retention"
shall have the meaning set out in paragraph 9.1.2 of Schedule D2;
“Resource Unit”
has the meaning set out in Schedule I
“Revenue Switch”
has the meaning set out in Schedule I
"Reversal"
means a Transaction which nullifies a previous Transaction and "Reverse"
and its cognates shall be construed accordingly;
“RMG Harmony"
means the Royal Mail Group methodology for managing projects which
provides repeatable processes, a means of interfacing with methodologies
used by third party suppliers and a framework for project managing the
Development Lifecycle;
“Roll Out Phase"
means the period between the occurrence of Trigger Point T5 (Data Centre
Ready for HNG-X) and the occurrence of Trigger Point T6 (Counter
Application Rollout Complete);
“Route”
means the path through the Post Office Data Gateway Service that a file
takes from its source End-point to its destination End-point;”
“Royal Mail Group" or
“Post Office Group"
means Royal Mail Holdings pic and its Subsidiary Companies;
“RPI Adjustment Factors"
means those factors set out in the table at paragraph 16.7 of Schedule D1;
“Santander”
means the Bank owned and operated by Santander UK pic which trades
under the name “Santander UK”;
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“Santander Circuit”
“Santander Circuit” means the communications link between the Data
Centres and “Santander” as described in paragraph 7.5 of Schedule B4.3
or paragraph 3.3.3 in Schedule B3.3 (as applicable);
"SADD"
means Service Architecture Design Document (q.v.);
“Salesforce Support
Service”
has the meaning given to it in table 2.1 of Schedule B3.1;
“Salesforce Support
Service Other”
means the part of the Salesforce Support Service which excludes the
Salesforce Support Service Hosting;
“Salesforce Support
Service Escalated Calls”
means Post Office calls raised with Salesforce that breach the SLA target
that exists between Post Office and Salesforce and are, until 23.59 on 31st
March 2016, then subsequently passed to Fujitsu Services to manage the
resolution;
“Salesforce Support
Service Hosting”
means the part of the Salesforce Support Service which is provided, until
23.59 on 31% March 2016 by the Fujitsu Global Cloud Service. Until 23.59
on 31s March 2016, this includes the Hosting of the live PerspecSYS
platform in the UK, the Hosting of the DR PerspecSYS platform in Germany,
and the use of Internet connectivity into both systems;
"SAP Advanced
Distribution System"
means the Post Office's advanced distribution system as referred to in (as
applicable) paragraph 2.4.1 of Schedule B4.2 or paragraph 2.11 of
Schedule B3.2;
"SAP Basis Calls"
means calls to the PRISM helpdesk (related to SAP Basis) passed by the
PRISM helpdesk to the SMC helpdesk, the terms PRISM, SAP Basis and
SMC helpdesk as used in this definition having the meanings given to them
in (as applicable) the CCD entitled “Service Description for the SAP
Hosting Service" (CS/SER/022) or the CCD entitled “Data Centre
Operations Service: Service Description" (SVM/SDM/SD/0003);
“SAP Loading Application"
means until the POLSAP R1 Go Live Date the SAP Software configured by
Post Office or by a third party on behalf of Post Office for use by Fujitsu
Services in loading data for use by Configured POL FS;
“SAP RTU" means the CCD entitled "SAP Software Right to Use and Maintenance
Agreement for Fujitsu Services" (Post Office reference: HOR/CON/003)
(Fujitsu Services reference: CF/CON/001);
“SAP Software" means the SAP software (and any updates thereto or new versions thereof)
referred to in the table in (as applicable) paragraph 1.2 of Schedule B4.1 or
paragraph 1.2 of Schedule C3;
“SAP/ADS" means SAPADS (q.v.);
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"SAPADS"
means SAP Advanced Distribution System;
“Security Management
Service"
means the Service referred to in row 13 of Table A of Schedule B3.1;
“Security Stock"
means the stock products which have no cash account value until sold, any
item the loss of which would result in loss to Post Office;
“Sensitive Authentication
Data”
means security related information used to authenticate cardholders
appearing in plain text or otherwise unprotected form. This information can
be any of the following:
(a) Card Validation Code
(b) Card Validation Value
(c) Full Track
(d) PINs
(e) PIN blocks (including encrypted PIN blocks
"Sensitive Data"
means discretionary data held on track 2 of a NB Token magnetic stripe and
NB Token details entered by a Counter Clerk (which will be one of or a
combination of the start date, NB Token issue number, validation period
and/or expiry date, according to the specific Banking Transaction);
"Sensitive DC Data"
means data held on track 2 of a DC Token magnetic stripe and DC Token
details entered by a Counter Clerk, which will be one of or a combination of
the start date, DC Token issue number, validation period and/or expiry
period;
"Sensitive Personal Data"
shall have the meaning set out in paragraph 2.3.4 of Schedule A4;
"Service Architecture
Design Document"
is the document showing the Post Office Service Architecture as it was
following the introduction of the NBS;
“Service Boundary"
means the interface or interfaces at which responsibility for processing or
otherwise handling Transaction data, Reference Data or Data Files or any
other data or message passes, in accordance with the applicable AIS
and/or TIS between Fujitsu Services, Post Office and/or a third party;
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“Service Code”
means a three or four digit number read from a Token that specifies
acceptance requirements and limitations for a magnetic stripe read
transaction;
“Service Description"
means, in respect of each HNG-X Service (other than the BCSF Service),
the CCD or CCDs which are in effect at the relevant time and describe that
HNG-X Service, as set out in Schedule B3.1;
"Service Desk"
means, save as expressly provided otherwise, the initial point of call for
Users in need of support relating to the Services . Until the 16th June 2014
the Service Desk shall be provided by Fujitsu in accordance with the
Service Desk Service Description and after this date it shall be provided to
Post Office by the Next Supplier and Fujitsu Services shall interact/interface
with the Next Supplier Service Desk in accordance with operating
processes agreed with the Next Supplier. Post Office may request that
Fujitsu provide a fall back Service Desk until the 2nd July 2014.
"Service Desk Day"
means, for the Fujitsu provided Service Desk up to the 2"? July 2014: 08:00
—- 18:30 Monday to Saturday inclusive, other than Christmas Day;
"Service Desk Service"
means the Service referred to in row 1 of Table A of Schedule B3.1 until the
2 July 2014, thereafter the Service Desk Service shall be replaced by a
service to be provided by the Next Supplier
"Service Desk Voicemail
Service"
means the facility provided by Fujitsu Services up until the 2 July 2014
for recording telephone calls to the Service Desk outside of the Service
Desk Day and ring back on the following Service Desk Day as further
described in the CCD entitled "Service Desk: Service Description"
(SVM/SDM/SD/001);
"Service Failure"
means an interruption of a Service that has not been approved by Post
Office;
“Service Integration
Charges"
means the Charges for the Service Integration Services, as set out in
paragraph 8 of Schedule D1;
"Service Integration
Services"
means the services referred to in Table C of Schedule B3.1;
"Service Level
Measurement Period"
means the period over which Fujitsu Services shall report service
performance against Service Levels. Each Service Level Measurement
Period shall, unless expressly stated otherwise in this Agreement, be a
period of three months ending at the end of June, September, December
and March in each Financial Year;
"Service Level"
means a quantified and measurable standard, required for a specified
Service;
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"Service Level Target" or shall have the meaning given to it in (as applicable) paragraph 1.2.1 of
"SLT" Schedule B4.4 or paragraph 1.2.1 of Schedule C1;
“Service Management means, for each Operational Service, the service management element,
Element" expressed as an amount in the Operational Unit Charge for that Operational
Service or (in the absence of an Operational Unit Charge for that Service)
the Operational Fixed Charge for that Operational Service, in each case as
set out in respect of that Operational Service in the Operational Charges
Table;
“Service Management shall have the meaning set out in Annex 1 of Schedule A2;
Relationship"
“Service Management means the Service Review Book;
Report"
“Service Management means the Service referred to in row 11 of Table A of Schedule B3.1;
Service"
"Service Review Book" means the Working Document used by Fujitsu Services to report
performance of the HNG-X Services against Service Levels and associated
volumes, the format of which is agreed by the Parties at meetings of the
Service Management Relationship;
“Service Requirement” means the document describing the nature and level of in-life support that
the Product will require once accepted into production within the Post Office
environment;
"Services" means the HNG-X Services, the Business Continuity Services, the Transfer
Services, and the Development Services;
“Simple Payment Module" I means a type of smart card supported by the SML software referred to in
Table 2 in Schedule B4.1;
“SIP Charges" means the Charges for the SIP, as set out in paragraph 11 of Schedule D1;
“SIP Confidential shall have the meaning set out in paragraph 10.1.1 of Schedule B1.2;
Information"
“SIP Lead Manager" means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
“SIP Team" or "SIP" or means the team established by Post Office, comprising employees of
“Systems Integration Post Office, individuals assigned from third parties and those Fujitsu
Partnership" Services SIP Team Members provided by Fujitsu Services in accordance
with Schedule B1.2, to carry out such tasks as Post Office may require
from time to time in accordance with Schedule B1.2;
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“SLT Calendar Year" means each period from 1 January to 31 December (inclusive, in each
case) during the term of the Agreement;
“Smart Metering” means the web service provided by Fujitsu that allows customers of British
Gas to access and top up their Smart Card for usage on British Gas Meters;
“Smart Token" means a type of Token (as defined in relation to the Automated Payment
Service or the In/Out Payment Business Capability) which uses on-board
integrated circuit technology;
"Soft Cap" shall have the meaning given to it in paragraph 1.3.3 of Schedule D8;
"Soft Cap Range” means the difference between the Upper Target Price and the Soft Cap;
“Software” means in relation to Services other than DDS, Fujitsu Services’ Software,
Specially Written Software, Internal Code, Third Party Software and all
other Software licensed by Fujitsu Services to Post Office hereunder;
means, in relation to DDS, the software to be developed under the Schedule
13 (Digital Development Services)
“Solar” has the meaning set out in Schedule I
“Solicitation Fee" means a sum equivalent to:
(a) in the case of a Key Individual who was an employee of the Previous
Employer:
(i) where such employment lasted less than twelve months, the
gross salary payable to that Key Individual for the period of his
employment plus the reasonable costs incurred by the
Previous Employer of recruiting that Key Individual; or
(ii) where such employment lasted twelve months or more, the
gross annual salary of that Key Individual; or
(b) in the case of a Key Individual who was engaged by the Previous
Employer as a contractor:
(i) where such engagement lasted less than twelve months, the
total gross contract fees payable by the Previous Employer for
the services provided to it by that Key Individual during the
period of his engagement plus the reasonable costs incurred
by the Previous Employer of engaging that Key Individual; or
(ii) where such engagement lasted twelve months or more, the
total gross contract fees payable by the Previous Employer for
the services provided to it by that Key Individual during the
immediately preceding twelve months;
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"Solution Architecture’ means the architecture described in the CCD entitled “HNG-X Solution
Architecture Outline” (ARC/SOL/ARC/0001);
“Solution Baseline" shall have the meaning set out in paragraph 2.1.3 of Schedule B6.1;
“Solution Baseline has the meaning given to it in paragraph 3 of Schedule B6.2;
Documentation Set"
"Solution Test Stage" means a Fujitsu Services managed test stage (which, for Project HNG-X is
a sub-stage of Test and Validation), which will integrate and validate the
solution within end to end data flows (within solution boundaries);
“Source Code" means in relation to Services other than DDS software in eye-readable form
and in such form that it can be compiled or interpreted into equivalent object
code together with all technical information and documentation necessary
for the use, reproduction, modification and enhancement of such software;
means, in relation to DDS, the source code of the Software to which it
relates, in the language in which the software was written, together with all
related flowcharts and technical documents, all of a level sufficient to enable
the Post Office's development personnel to understand, develop and
maintain that Software;
"Specially Commissioned means design documentation commissioned by Post Office from Fujitsu
Design Documentation" Services for one or more Design Purposes prior to the Project HNG-X
Commencement Date or after that date and used solely in connection with
the Existing Services;
"Specially Written means original documentation produced by or on behalf of Fujitsu Services:
Documentation"
(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and
(b) which relates to Specially Written Software; and
(c) as a deliverable under a Work Order relating to the development of
such Specially Written Software,
including, without limitation, documentation identified as Specially Written
Documentation in the CCD entitled "Transfer Asset Register" (
COM/MGT/REP/0001);
"Specially Written means original software developed by or on behalf of Fujitsu Services:
Software"
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(a) prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and
(b) pursuant to a Work Order for the solution build and test stage of the
development process or lifecycle; and
(c) in accordance with a design proposal or other specification
produced in the solution specification stage of the development
process or lifecycle, in relation to which Fujitsu Services was
engaged under a Work Order,
including, without limitation, software identified as Specially Written
Software in the ccD entitled "Transfer Asset
Register"(COM/MGT/REP/0001);
“Specified Purpose” has the meaning specified in Clause 30.19.5;
“Specified Third Party means the software listed in Schedule G, Annex 2;
Software”
"SPM" means Simple Payment Module;
"Spot Rates File" means an electronic file sent by Post Office to Fujitsu Services containing
exchange rates to be used by the Bureau;
“Sprint” means a development cycle performed as part of the DDS;
“Sprint Backlog” has the meaning given in paragraph 1.13.1 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);
“Sprint Closure Report” means, in respect of each Sprint, the report to be created as an output of
the Sprint Retrospective Meeting which sets out the number of User Stories
completed in each Sprint as against the number of User Stories which were
proposed to be completed within the same Sprint, details of any Relief
Events, and any known reasons where the number of achieved User
Stories is less than the number of proposed User Stories in the same
Sprint;
means the dependencies listed in paragraph 12 of Schedule 13 (Digital
Development Services) and, in respect of any specific Sprint, the
dependencies agreed between the Product Owner and the Product
Delivery Manager prior to the commencement of such Sprint in accordance
with paragraph 1.14 of Appendix 1 (Agile Methodology) of Schedule I3
(Digital Development Services);
“Sprint Dependencies”
“Sprint Functionality” has the meaning given in paragraph 1.19 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);
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“Sprint Planning Meeting” Ihas the meaning given in paragraph 1.13 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);
“Sprint Requirement” has the meaning given in paragraph 1.13.7 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);
“Sprint Retrospective has the meaning given in paragraph 1.27 of Appendix 1 (Agile
Meeting” Methodology) of Schedule 13 (Digital Development Services);
“Sprint Review Meeting” has the meaning given in paragraph 1.23 of Appendix 1 (Agile
Methodology) of Schedule 13 (Digital Development Services);
“Sprint Team” means the Participants in the Sprint (as described in paragraph 6.1 of
Schedule 13 (Digital Development Services)) and any replacements from
time to time;
"Stage" shall have the meaning given to it in paragraph 1.2 of Annex 2 to Schedule
A2;
“Standard GWS client”
means a new GWS which is implemented in its entirety under the GWS
Support Facility;
“Standard Sprint Team
Structure”
Has the meaning given in paragraph 6.1
Development Services);
of Schedule 13 (Digital
“Stand-Alone Hardware"
means hardware (together with any integral software) which is to be
installed in a Branch but which is not Branch Hardware, together with any
tools supplied with such hardware which are required to facilitate such
installation, replacement or removal;
“Standing Team”
means those personnel identified as such in the minutes of the Demand
Planning Forum;
“Statement of Dispute”
shall have the meaning given to it in paragraph 5.1 of Annex 2 to Schedule
A2;
"Stock"
means items held in Branches and classified as Retail Stock, Security
Stock, Value Stock, and Other Stock;
"Stock Unit"
means an individual unit of accountability, mandatory within a main (branch)
post office and optional within a sub post office, for which an individual (or
a group of individuals) is accountable. It may contain: (i) Transaction
Vouchers for a designated period, (ii) Value Stock, and/or (iii) cash;
“Story Points”
means a unit of measurement of the effort required for completion of each
User Story to be estimated by the Sprint Team in accordance with the
principles in paragraphs 1.7 and 1.17 of Appendix 1 (Agile Methodology) of
Schedule I3 (Digital Development Services);
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“Streamline” means the name of the third party Merchant Acquirer appointed by POL.
Note that post 01/4/2012 any references to Streamline in the contract shall
be construed to mean the replacement Merchant Acquirer as contracted by
POL;
"Strive" shall have the meaning given to it in Recital E(d);
“Sub-contractor"
means a person to whom any obligations of Fujitsu Services expressly
specified in this Agreement are delegated in accordance with the provisions
of this Agreement but shall not (for the avoidance of doubt) include any
supplier of products or services which are not expressly specified as
obligations of Fujitsu Services under this Agreement and related
expressions shall be construed accordingly;
“Subject Information
Request"
means a valid request (as provided for in the Data Protection Act 1998) by
or on behalf of a Customer or User for a copy of Personal Data of that
Customer or User held or which may be held by Fujitsu Services;
“Subject Lead"
means, in respect of each Relationship, the individuals-representing each
Party, identified as the subject leads in respect of that Relationship in Annex
1 to Schedule A2;
“Subject Lead Review"
shall have the meaning given to it in paragraph 2.1 of Annex 2 to Schedule
A2;
“Subsidiary Company"
shall have the meaning given to it in Section 736 of the Companies Act
1985;
“Sunguard Site"
means the site currently used by Sunguard Limited (whose registered office
is 11 Bridewell Close, Mildenhall, Bury St Edmunds, Suffolk, P28 7RB) at
which it provides certain of business continuity services for the Post Office;
“Superstock” means a Geller application hosted on the Superstock Infrastructure;
“Superstock means the hardware and software supplied and used by Fujitsu Services in
Infrastructure”
order to provide the Superstock Services (excluding, for the avoidance of
doubt, the PSTN network);
“Superstock Services”
means the Service referred to in line 1 of Table C of Schedule B3.1;
“Superstock Solution”
means the Superstock Infrastructure and the Superstock Services
(including, without limitation, the provision and use of the Superstock
Infrastructure by Fujitsu Services and/or its Sub-contractors to provide
those Superstock Services);
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“Support Facilities"
means the support facilities forming part of the Business Capabilities and
Support Facilities;
“sval”
means a testing process used for Functional and non-functional testing;
“SV&l Rig”
means the primary rig used for all functional and non-functional testing,
including testing connectivity and interworking with external systems;
“Systems Integration”
means the procurement, integration, provision and management of any or
all applications, infrastructure and services required by Post Office for the
purposes of integrating some or all of the Relevant IT Systems;
“Systems Integration
Partnership and Executive
Relationship"
shall have the meaning set out in Annex 1 of Schedule A2;
“Systems Management
Service"
means the Service referred to in row 7 of Table A of Schedule B3.1;
"Task"
means a task or milestone described at Level 2 in the HNG-X Programme
Plan to be performed or achieved by one or other Party as specified in the
HNG-X Programme Plan;
“Technical Interface
Specification" or "TIS"
means a CCD describing the technical detail of an interface;
“Terminable Service"
means any individual Operational Service or group of Operational Services
taken together that are identified as a terminable service in the column
headed “Terminable Service” in the table set out in Annex 1 of Schedule E;
“Termination Charge"
means the charge set out in paragraph 6 of Schedule E payable by Post
Office if the Agreement is terminated in accordance with Clause 47.7;
“Termination Early Release
Date”
has the meaning specified in Clause 30.19.3;
“Termination Licence Fee”
has the meaning set out in Clause 39.1.2;
“TESQA"
means the software tool made available by Fujitsu Services to Post Office
which enables TESQA Users to access the Transaction Enquiry Service;
“TESQA Availability"
shall have the meaning given to it in paragraph 2.1.1 of Annex 4 to Schedule
B4.4;
"“TESQA Users"
means those Users who access TESQA which shall be no more than 20
Users at any one time;
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“Test Automation Toolset”
this consists of the LOADRUNNER software for volume testing and
WINRUNNER software for regression testing and volume testing;
“Test and Validation"
means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.1 of Schedule B6.3;
"Testable Services"
means any individual Operational Service or group of Operational Services
taken together that are identified as a testable service in the column headed
"Testable Service" in the table set out in Annex 1 to Schedule D6;
“Third Line Software
Support Service" or "Third
Line Support Service"
means the Service referred to in row 9 of Table Aof Schedule B3.1;
“Third Party Confidential
Information"
shall have the meaning given to it in Clause 34.2;
“Third Party Data"
means the data or databases referred to in the table in (as applicable)
paragraph 1.3 of Schedule B4.1 or paragraph 1.3 of Schedule C3;
“Third Party Items"
means the HNG-X Third Party Software and all other software (other than
Horizon Third Party Software), documents, materials and other things used
in the provision of the HNG-X Services in which the Intellectual Property
Rights are owned by a third party and which it is necessary for Post Office
to use in order to receive the HNG-X Services over the HNG-X Service
Infrastructure or the benefit of its other rights under this Agreement;
“Third Party Management
Service Charges”
means the Charges for the Third Party Management Services, as set out in
paragraph 9 of Schedule D1;
“Third Party Management
Services"
means the services (if any) referred to in Table D of Schedule B3.1;
“Third Party Software
Owner"
means the ultimate licensor of any Third Party Software;
“Third Party Software"
means Horizon Third Party Software and HNG-X Third Party Software;
“TID" means, in the context of Debit Card, the terminal identification number;
“TIP Gateway" means the Fujitsu Services PC on Post Office premises upon which the
Transaction data and Reconciliation and Settlement Reports are placed for
extraction by Post Office;
“TMS" means the transaction management service described in (as applicable)
paragraph 5 of Schedule B4.3 or paragraph 3 in Part 1 of Annex 2 to
Schedule B5;
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“TMS Agent" means part of the Infrastructure that accesses TMS held data;
“TMS Technical means the documentation referred to in row 5 of Table 3 in Schedule B4.1;
Documentation"
“Token" means a magnetic stripe card, smart card, smart key, bar code or other
physical device, bearing information capable of being used by an
Application;
“Token Technology means a document specifying the technology used by a particular
Specification" automated payment Token;
“Tower” means a package of IT and related servcies to be provided by a single
supplier as part of the Towers Model;
“Tower Branch Network The network services which are to be procured by Post Office as part of the
Service" Towers Model from a Tower Contractor, being services which are
Replacement Services to the Branch Network Services;
“Tower Contractor” means a supplier providing a category of technical services under an
agreement to perform the role of a Tower in the Post Office's Tower Model
together with Post Office Service Integrator;
“Tower Contractor Cause" I means a failure by a Tower Contractor to carry out a Tower Contractor
Responsibility;
“Towers Model” means the multi supplier sourcing model under which Post Office will
procure IT services for each Tower and for service integration and design
using Post Office Service Integrator, including Replacement Services, from
a number of different suppliers;
“Tower Contractor means the responsibilities of an individual Tower Contractor (i) expressly
Responsibility" allocated to that Tower Contractor as set out in the CRD entitled “Tower
Contractor Responsibilities” reference TOW/CR/001, together with (ii)
additional responsibilities which will directly impact the Services as a result
of the appointment of the Post Office Service Integrator by Post Office
and/or the Partial Termination or termination of any Terminable Service on
which Fujitsu Services is wholly or partially dependent in order that it may
fulfil its own obligations under this Agreement;
“Training Counter Update means the Service referred to in row 3 of Table B of Schedule B3.1;
Service"
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“Training Data"
means the data that is available to the CTO following a reset of that CTO
and any data produced as a consequence of performing Training
Transactions;
“Training Session"
means the period of time between reset points of the CTO during which a
User of a CTO Counter is logged on;
“Training Support Facility"
means the Support Facility referred to at paragraph 3.11 of Schedule B3.2;
“Training Transactions"
means Transactions carried out by a User of a CTO Counter during a
Training Session;
"Transaction"
means a recorded and auditable instance of business activity, involving
service provision or Stock movement across organisational or service
boundaries;
"Transaction
Benchmarking Service"
means the Services referred to as such which form part of the Management
Information Service referred to in row 10 of Table A of Schedule B3.1;
“Transaction Correction"
means a correction to a Branch financial error distributed by Post Office to
the Branch Infrastructure via the HNG-X Central Infrastructure;
“Transaction Correction
Record"
means a description by Post Office of corrections that need to be made to
Branch Trading Accounts as further described in the CCD entitled “POL
Finance Systems to TMS/Horizon Transaction Corrections” (EA/IFS/002);
“Transaction Enquiry
Service"
means the service which provides Users with 180 days of (read-only)
historical Transaction details, and includes the production of the
Reconciliation and Settlement Reports and despatch of REC Files to CAPO
and Santander, as further described in the CCD entitled "NBS Definition”
(BP/SPE/035);
“Transaction Information
Processing" or "TIP"
means the transaction information processing system developed and
operated by Post Office;
“Transaction Management
Support Facility”
means the Support Facility referred to at paragraph 3.4 of Schedule B3.2;
“Transaction Processing
System (TPS)”
means the system which generates Transaction data file and Transaction
data file summaries for transfer to Post Office Limited;
“Transaction Voucher"
means a document used by Post Office as evidence of a Transaction,
including as an example, and without limitation, a telephone bill;
“Transfer”
means transfer of Post Office Stock or money, the transfer of Value Stock,
and/or money, either between Stock Units within a Branch, or between
Branches;
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“Transfer Charges"
means the Charges for the Transfer Services, as set out in paragraph 12 of
Schedule D1;
“Transfer Payment"
means the sum payable pursuant to Clause 48.3 of this Agreement,
calculated in accordance with paragraph 7 of Schedule E;
“Transfer Regulations”
means the Transfer of Undertakings
Regulations 2006;
(Protection of Employment)
"Transfer Services"
means:
(a) the Services described in Schedule E to be provided by Fujitsu Services
in the circumstances described in that Schedule; and
(b) any assistance provided by Fujitsu Services pursuant to Clause 48.4.2,
the basis for charging for which is set out at paragraph 12 of Schedule D1;
"Transition
means the transition from the Horizon Applications and the Horizon Service
Infrastructure to the Business Capabilities and Support Facilities and the
HNG-X Service Infrastructure, together with changes to the HNG-X
Services as described in Schedule B3.1, through the carrying out of the
HNG-X Project Activities and the Associated Change Activities in
accordance with the HNG-X Programme Plan;
“Transition Dependency”
means any Post Office dependency upon which the successful completion
of the transition activities set out within CT2609 are dependent, as explicitly
identified within the CT2609 as Post Office Dependencies;
“Transition Period”
means the period of transition as set out in the CT2609;
“Trigger Points"
means each of the events designated as a trigger point in Table 5 in Part 1
of Annex 1 to Schedule B5 and, in relation to the Trigger Point Table, each
of the events specified in that table;
“Trigger Events"
means the events set out in the columns headed ‘Trigger Event' in the tables
that appear in paragraph 2 of Schedule B3.1;
“Trigger Point Table"
means the table of that name in Annex C to Schedule D1;
"Unavailable"
Means;
1. In the period up to 318 March 2015, in respect of a Counter Position,
that it is not able to perform all Transactions, or communicate with
the HNG-X Central Infrastructure (and that an agreed fallback
condition as defined in Table 3 in section 2.3.4.2.5 of the Branch
Network, Service Description does not apply) during a Post Office
Core Day;
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2. In the period from 1 April 2015, in respect of a Counter Position, that
is not able to perform all Transactions, or communicate with the
HNG-X Central Infrastructure during a Post Office Core Day;
“Understanding Exercise”
has the meaning specified in Clause 30.19.13;
“Upper Target Price"
shall have the meaning given to it in paragraph 1.3.2 of Schedule D8;
"Use"
means the right of Post Office, in connection with the Services (except in
the case of Horizon Third Party Software where such right shall be in
connection with the Existing Services only) and for no other purposes to
load, execute, store, transmit, display, copy (for the purposes of loading,
execution, storage, transmission or display) or otherwise to utilise the
Software. To the extent permitted by law, such right of Use shall not include
the right to reverse assemble, reverse compile, decode or otherwise
translate the Software;
"Use Case"
represents a Post Office Functional Requirement in the form of a description
of a set of interactions with the HNG-X System that supports a named
business goal;
"User"
means a person authorised by Post Office to use a Service;
“User Interface Definition
Process"
means the process for the refinement of the HNG-X Requirements for the
HNG-X User Interface and the definition of the agreed HNG-X User
Interface as set out or referred to in Part 3 of Annex 11 to Schedule B6.1;
“User Story”
means a non-technical description of a development requirement of Post
Office, expressed as a high level outcome, including the intended
operations, functions, performance, non-functional requirements, service
requirements and other characteristics of the Software or part of the
Software;
has the meaning set out in Schedule I
“Variabilisation Candidate”
has the meaning set out in Schedule I
“Variabilisation CCN”
has the meaning set out in Schedule I
“Variabilisation
Completion”
has the meaning set out in Schedule I
“Variabilisation
Framework”
has the meaning set out in Schedule I
“Variabilisation Goal”
has the meaning set out in Schedule I
“Variabilised Services”
has the meaning set out in Schedule I
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“Variable Services” has the meaning given in paragraph 11.1.1 of Schedule E;
“Varied Indexed Charges” I means the Indexed Charges for the following Services insofar as they are
provided from 1 April 2015:
Systems Management Service;
Reference Data Management Service;
Third Line Software Support Service;
Management Information Service;
Service Management Service;
Reconciliation Service;
Security Management Service; and
. Applications Support Service (4th Line).
“Volume Forecast means in any month the reduction (if any) in forecast Transaction volumes
Reduction" for that month as requested by Post Office and implemented in accordance
with the procedure set out in the CCD "Horizon Capacity Management and
Business Volumes" (PA/PER/033), expressed as a percentage of the
Transaction volumes forecast for that month as at the date when that CCD
is amended pursuant to CCN 1200;
SNOAPRON>=
“Volumetric Limits" shall have the meaning set out in paragraph 4.1 of Schedule C1;
"VSAT" means very small aperture terminal;
"VSAT BB" The communications method within the Branch Network Service as
described in paragraph 1.3.2 (iv) of Schedule B3.3 that provides broad band
connectivity to certain Branches using satellite dishes ;
"WAN" means wide area network;
“WebRiposte” means the Software referred to as such and identified in row 3 of Table 1 of
Schedule B4.1 or in row 1 of Table 4 of Schedule C3 (as applicable);
“Work Order" shall have the meaning given to it in paragraph 4.2 of Schedule D2;
“Work Ordering means the procedure for the procurement by Post Office of goods, services
Procedure" or both from Fujitsu Services, as described in Schedule D2 and, in relation
to the procurement of Development Services, also in Schedule B1.1;
“Work Package" means a discrete package of work (covering the supply of goods,
services or both) which is either to be contracted for in a single Work
Order or to be divided into Work Package Elements each of which will
be contracted for in a single Work Order;
“Work Package Element" means any element of a Work Package which is intended to be the subject
of a discrete Work Order;
"Worker" shall have the meaning given to it in Clause 48.4.3;
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“Working Day" means a day other than a Bank Holiday, a Saturday or a Sunday;
“Working Document" means any document designated as a Working Document and any other
document other than the Agreement, Change Control Notes executed by
both Parties, Work Orders approved by both Parties, Contract Controlled
Documents and Contract Referenced Documents. Working Documents are
without prejudice to either of the Parties' contractual or other existing rights
or obligations from time to time and nothing contained therein shall be
deemed or construed as affecting existing contractual obligations or
creating new contractual obligations between either of the Parties; and
“Working Hours" means for an individual post office, the hours during which that office is
open for normal business.
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