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SCHEDULE C3
Licences
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
2.0 25/01/07 Baseline copy of 1.2
3.0 23/02/09 Baseline copy of 2.1
6.0 16/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu
61 05/01/10 Applying changes as per
CNN1272
6.2 29.01.10 Applying changes as per
CCN1273
6.3 01/04/10 Applying changes as per
CCN1270
6.4 29/03/10 Applying changes as per
CCN1276a
7.0 24/05/10 Baseline copy of 6.1,6.2,6.3 and
6.4
8.0 21/02/12 Applying changes in line with
CCN1310b, CCN 1296 and
CCN1294d
9.0 13/01/14 Moving all Schedules to v9.0 in
accordance with CCN1349
10.0 10/09/15 Moving all Schedules to v10.0
in accordance with CCN1506
11.0 31/03/16 Moving all schedules to V11.0 in
accordance with CCN1604
12.0 03/07/17 Applying changes as per CCN
1602a and moving all
Schedules to V12.0
13.0 Moving all Schedules to V13.0
Schedule C3 Version 13.0
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CONFIDENTIAL
SCHEDULE C3
LICENCES
1. HNG-X THIRD PARTY SOFTWARE
1.1 Table 1 below lists HNG-X Third Party Software licensed to Post Office in accordance
with the applicable provisions of Clause 30 of this Agreement.
Table 1: HNG-X Third Party Software
Description and Scope & purpose I Class Licence Note
Product Name
Interstage Java HNG-X Third
Virtual Machine Party Software
(Fujitsu
Corporation
Limited).
Hypercom PIN Pad The software used HNG-X Third
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Software to support the Party Software
operation of PIN (Hypercom).
Pads.
* McAfee Gateway Security I HNG-X Third Where the
Party Software equipment is
moved outside
the UK, the party
responsible for
initiating the move
shall be liable for
the costs arising
from any resultant
licensing impact
Web Gateway
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Description and Scope & purpose I Class Licence Note
Product Name
IBM Support to HNG-X Third IBM Licence
Credence Party Software terms at:
e IBM WebSphere
Applicati (POL Ml) lbm.com/software
pplication "
Server Application Isla
Processor
¢ — IBM Tivoli
Workload (Terminated upon
Scheduler exit of the
Processor Credence/MDM
e IBM InfoSphere Service on 31%
Datastage March 2016)
Processor
e IBM InfoSphere
DataStage for
non- Production
Environments
Processor Value
Unit
e IBM InfoSphere
DataStage and
QualityStage
Designer
Concurrent User
e IBM InfoSphere
FastTrack 10
Authorised
Users
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1.2 Table 2 below lists the software which Post Office sub-licenses or grants rights to use to
Fujitsu Services in accordance with Clause 31 of this Agreement.
Table 2: Software provided by Post Office
Original supplier I Purpose and Sub-licence (SL) Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence
SAP UK Limited I Purpose: mer The specific terms
mySAP.com
Solution Suite
version 4.7 and
SAP NetWeaver
Master Data
Management
version 3.0(and
any updates to or
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)
SAP UK Limited
Name: DB for SAP
versions 9.2.04
and 9.2.05 (and
any updates to or
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)
Facilitates and
supports the
configuration of
Configured POL
FS Services or,
from the POLSAP
R1 Go Live Date,
the POLSAP
Services by Post
Office or a third
party on behalf of
Post Office
Service: POL FS
Services or, from
the POLSAP R1
Go Live Date, the
POLSAP Services
Purpose: the
database engine
used in
conjunction with
the SAP Software
Service: POL FS
Service or, from
the POLSAP R1
Go Live Date, the
POLSAP Services
RTU
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: “SAP
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)
The specific terms
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: “SAP
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)
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1.3 Table 2A below lists the Third Party Data that Post Office sub-licenses to Fujitsu Services
in accordance with Clause 31 to this Agreement.
Table 2A.
Data source and data Purpose and applicable Any additional
product name Service/Application restrictions on the
sub-licence
Royal Mail Purpose: Data used to validate
postcodes and identify/confirm
Name: “PAF” address details.
Application: PAF Calling
Application
1.4 Should the Parties agree that the Microsoft NT operating system in use at Counter
Positions will be upgraded to an alternative operating system, then whichever Party
acquires the licences for that upgrade, the appropriate licensing terms will be agreed by
the Parties and the Agreement amended under the Change Control Procedure to reflect
these terms.
1.5 — In the event that:
1.5.1
15.2
15.3
the licence terms agreed pursuant to paragraph 1.4 involve Post Office or any
other member of the Royal Mail Group (any such member being for the purposes
of this paragraph 1.5 “the relevant Post Office company”) procuring the operating
system third party software listed in table 3 below from the provider of that
software;
the terms of the licence agreement provide, or an arrangement between the
Parties exists, that Fujitsu Services pays to the software provider the charges
payable under the licence agreement; and
the terms of the licence agreement provide that the relevant Post Office company
is ultimately responsible or in any way liable for the charges payable under that
agreement,
then to the extent that Fujitsu Services determines not to pay, or fails to pay, any amounts
in respect of the software provider's charges by the due date for payment (“Unpaid
Amounts”), Fujitsu Services shall:
1.5.3.1 forthwith provide to Post Office in writing a reasonably detailed explanation as to why
such determination was made and/or such amounts were not paid; and
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1.5.3.2 forthwith upon request by Post Office return to Post Office all such amounts as shall
have been paid by Post Office to Fujitsu Services in respect (and to the extent) of the
Unpaid Amounts,
and the Parties shall cooperate and agree (acting reasonably) what further action need
be taken by each of them with respect to procuring the operating system third party
software and the payment or non-payment (as the case may be) of the software
provider's charges.
Table 3: Operating system third party software
Description and Product Name I Scope & purpose
To be agreed
2, ESCHER UPGRADE SOFTWARE
2.1 Table 4 below lists the Escher Upgrade Software which as from Trigger Point T6 (Counter
Application Rollout Complete) shall no longer constitute Third Party Software. For the
avoidance of doubt, the provisions set out in paragraphs 2.2 to 2.4 of this Schedule C3
shall continue to apply.
Table 4
Description and Product Name I Scope & purpose
WebRiposte An enhanced version of Riposte providing
additional services based upon web-enabled
functionality
Asset Manager Acomponent of Riposte providing
mechanisms for managing financial
information and accessing transaction data
Framework A bespoke set of software components
facilitating the development of Horizon
financial transactions
Mails Product Escher Mails product (version 3.3) allows the
introduction of country specific services and
charges and the future implementation of size
based pricing for non-standard letters and
packets, including track and trace facilities.
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2.2 Confidentiality
2.2.1
2.2.2
Post Office agrees that any information disclosed to it in connection with the
Escher Upgrade Software which is designated by Fujitsu Services as “Escher
Confidential Information” shall be kept in strictest confidence and not disclosed
to any party except as permitted under this paragraph 2 of Schedule C3 and
paragraph 2 of Schedule B4.1.
Escher Confidential Information shall not comprise Confidential Information for
the purposes of this Agreement and, accordingly, the provisions of Clause 61
shall not apply to Escher Confidential Information.
Post Office shall:
(a) take all reasonable precautions to protect the confidentiality of
Escher Confidential Information;
(b) not duplicate or reproduce Escher Confidential Information
except as necessary for the purposes of this Agreement; and
(c) upon termination of the Existing Licences, immediately return to
Fujitsu Services all documents and other materials which
contain or relate to Escher Confidential Information.
The non-disclosure and confidentiality provisions contained in this paragraph 2
of this Schedule C3 will survive the termination of any or all of its other provisions
but shall expire 20 years after the expiry or termination of this Agreement. Post
Office acknowledges and agrees that Fujitsu Services and any third party are, in
addition to other remedies, entitled to seek an injunction to prevent Post Office
from disclosing Escher Confidential Information in breach of this paragraph 2 of
this Schedule C3 and/or paragraph 2 of Schedule B4.1.
Post Office may with Fujitsu Services' written consent disclose Escher
Confidential Information to third parties. If Fujitsu Services agrees to allow Post
Office to disclose Escher Confidential Information to a third party, prior to making
any such disclosure, Post Office shall first obtain such third party’s written
agreement to comply with all non-disclosure and confidentiality terms herein.
Post Office shall keep a record of all disclosures by it of Escher Confidential
Information to third parties including the names of the persons to whom Escher
Confidential Information was disclosed by Post Office and a description of the
Escher Confidential Information disclosed.
Post Office may disclose Escher Confidential Information:
(a) if and to the extent required by law, regulation or by order of a
court of competent jurisdiction provided, however, that Post
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2.2.10
23 Breach
Office shall in each case notify Fujitsu Services in advance of
such disclosure;
(b) to its professional advisers for the purposes of audit or receiving
professional advice;
(c) to employees and staff of Royal Mail Group plc to the extent that
such disclosure is necessary for such employees or staff to
perform functions relating to the development, operation, receipt
or management of the Existing Services;
(d) where such information was already in the public domain at the
time it was disclosed or otherwise received by the other party;
(e) where such information becomes part of the public domain after
disclosure by means other than breach of the confidentiality
obligations contained in this paragraph 2.2 of this Schedule C3;
or
(f) where such information came into a party's possession lawfully
from a third party that was, itself, lawfully in possession of that
information and entitled to distribute it.
Where Escher Confidential Information is disclosed under paragraphs 2.2.7(b) or
2.2.7(c) of this Schedule C3, Post Office shall procure that the third parties
referred to in those paragraphs shall not disclose that Escher Confidential
Information without the prior written consent of Fujitsu Services.
The Existing Licences and their contents are deemed Escher Confidential
Information and, subject to paragraph 2.2.7 of this Schedule C3, Post Office may
not disclose the Existing Licences to a third party without the express written
consent of Fujitsu Services, except that Post Office may disclose those elements
of the Existing Licences which relate to the use of the Escher Upgrade Software
to the operator replacing Fujitsu Services in the event a direct licence is to be
granted to that replacement operator under paragraph 2.2.3.4 of Schedule B4.1
provided that such operator has, in advance of such disclosure, entered into
substantially equivalent confidentiality provisions with Post Office as are set out
in this paragraph 2 of this Schedule C3.
Escher Upgrade Software related documentation, defect reports, and all other
non-public information related to the Escher Upgrade Software, are and shall be
deemed Escher Confidential Information.
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2.3.1
2.3.2
If either Party believes the other to be in breach of any obligation imposed by
paragraph 2 of Schedule B4.1 and/or this paragraph 2 of this Schedule C3, the
non-breaching Party shall provide written notice of such breach to the other.
Upon receipt of such notice, if such breach exists, the recipient shall have twenty
(20) days to remedy such breach or provide assurances in a form reasonably
acceptable to the non-breaching Party that the breach will be corrected within
such longer period as the non-breaching Party may specify.
24 Termination
2.4.1
If a breach by Post Office of any obligation imposed by paragraph 2 of Schedule
B4.1 and/or this paragraph 2 of this Schedule C3 has not within the twenty (20)
day period provided under paragraph 2.3.2 of this Schedule C3 been remedied
or assurances, in a form reasonably acceptable to Fujitsu Services, provided to
Fujitsu Services that the breach will be corrected within such longer period as
Fujitsu Services may specify, Fujitsu Services may by notice in writing to Post
Office terminate the rights granted by paragraph 2.2.1 of Schedule B4.1 and
Fujitsu Services shall be relieved of its obligations under paragraph 2.2.3.4 of
Schedule B4.1.
Upon the earlier of (i) termination under paragraph 2.4.1 of this Schedule C3 of
the rights granted to Post Office by paragraph 2.2.1 of Schedule B4.1 or (ii)
Trigger Point T6 (Counter Application Rollout Complete), Post Office shall cease
to use the Escher Upgrade Software and shall, as directed by Fujitsu Services,
either return or destroy all copies of such software.
3. ASSOCIATED DOCUMENTS
3.1 The following CCDs are associated with this Schedule C3:
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Document Reference Document Title
2 CF/CON/001
Agreement for Fujitsu Services
SAP Software Right to Use and Maintenance
3.2 There are no CRDs associated with this Schedule C3.
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