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LONDON « BRISTOL * MANCIIESTER * LEEDS © GLASGOW * BRUSSELS * DUBLIN © HONG KONG » GUANGZHOU » SINGAPORE MASONS
~5 JAN 2000- 1936
Solicitors
. A Privy Covnctt Aneats
FAX MESSAGE - TO BE CONFIRMED BY COURIER
Jeff Triggs 30 ANLESBCRY STREET
Slaughter and May N ECIR OER
35 Basinghall Street
London
EC2V SDB
www.masons.com
: ADDRESSEE FAX NUMBER !
. ‘NUMBER OF PAGES (INCLUDING THIS PAGE) 25
4 Jandy 2000
Our reference Your reference
CCS/MXB RT
GATECHNOLOCORRESWEEKIUMI2005.D0C
SUBJECT TO CONTRACT
NOTE: This fax transmission fs confidential and intended for the addressee only. it may contain
privileged and confidential information. If you are not the person or organisation to whom it
Is addressed, you must not copy, distribute, or take any action in reliance upon it. If you]
have received this fax In error, please notify us Immediately by telephone or fax and retum it
tous in the post. We will relmburse your expenses.
« Dear Jeff
SUSPENSION OF ROLLOUT
Thank you for the revised draft agreement relating to the above.
Tenclose a copy of that agreement with our amendments shown in manuscript
together with numbered comments and explanatory notes. Some of the
amendments may be difficult to follow, particularly on the faxed version.
Accordingly, a hard copy of the amended agreement will follow by courier. If
any of the amendments are not clear, please do not hesitate to contact me. .
Let me know if you would like me to send the amended agreement to Keith
Baines by courier.
Tlook forward to seeing you at 10.30am at your offices tomorrow.
Yours sincerely,
‘A full list of partners is available for inspeccion at any of the firm's offices
‘Masons (London, Bristol, Manchester, Leeds) is regulated by the Lxw Soctery of England and Wales generally and in the conduct of investment business
‘Masons (Glasgow is regulated bythe zw Soe of Scand
Al
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Draft letter from POCL to ICL Pathway
To: ICL Pathway Ltd.,
Forest Road,
Feltham,
Middlesex,
TW13 7EJS
{ ] December, 1999
‘Dear Tony,
Second Supplemental Agreement dated 24th September, 1999
(the “Second Supplemental Agreement”)
November 24th Review of Decision on Suspension of Rollout
lL Introduction
As you know, under clause 6.1.1. of the Second Supplemental Agreement, Post
Office Gounzars-Led-(#POCL"™> has a right to postpone the resumption of Roll-out from
January, 2000 if any of the criteria in Parts A to C of Schedule 4to the Second
Supplemenial Agreement shall not have been met by 24th November, 1999. [tis
acknowledged by both POCL and iGL-PathwayLimiced-(“the Contractor”} that at least I
one of those criteria was not met and accordingly chat the right contained in clause
6.1.1 has become exercisable. © .
This is to record the agreement which POCL and the Contractor have reached
in relation to the exercise of that right. Words and expressions defined in the Codified
_.Agreement dated 28th July, 1999 (the “Codified Agreement”) or the Second
Supplemental Agreement shall bear the same meanings when used in this letter
(including its schedules)._In this letter “Monitoring Period” means the six week period
commencing on Friday 3rd December, 1999 and ending on Thursday, 13th January.
200:
2 Suspension of Roll-out
2.1 POCL agrees that it will not exercise the right to suspend Roll-out under clause
6.1.1 of the Second Supplemental Agreement. .
2.2 {In return, the Contractor agrees that if by 24th January, 2000:
ji) any of the criteria in Schedule 1 to this letter shall not have been met;
or .
‘O77IB/IOG4 CASHI4O01A2 IAT 29A2OO-14s4rAFEHOHITA
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Lob 3
= 2
(ii) the- Gontractor shall nochav
POSE! bi factions i ¥
__ in-respectofshe-deval ¢ operational
ine intacrigy L cha TIRE
g-incegety 2 Binze
end-to-end of rafarance d: var-tha Gora-Syscamthe
Contractor shall have failed to perform the Contractor's obligations
. under paragraph 2.3 below
POCL shall be entitled by notice to the Contractor to postpone the resumption
of Roll-out from 24th January, 2000 until such later date as shall be agreed
pursuant to clause 6.2 of the Second Supplemental Agreement, which clause
shall apply as if notice given under this letter were a notice validly given under
. clause 6.1 of the Second Supplemental Agreement. \osk
Po wrAlsuen Ame 2a ee COD Ase .
2.3 The Contractor and POCL shall <continuelo work bebe Si fad’to fo bach in raanent
the joint work programmes initiated in respect of the development of Nunhes .
Operational procedures to support the accounting integrity control over the TIP —
interface (as defined in the CCD enticed [ }) and to improve the end- @)
. to-end management of Reference Data over the Core System.
3. Amendment to-PartD-of Scheduled to the Second Supplemental Agreement
Pare Dofsebeileee) The Second Supplemental Agreement shall be amended
* in the manner set out in Schedule 2 to this letter. ~
4. Amendments to On-going Help Desk Service Levels
4+ Paragraphs 4.3.2.7 to 4.3.2.9 (inclusive) of Schedule G10 to the Codified
* Agreement shall be amended-replaced in the manner set out in Schedule 3 to
this letter. : . .
4,2The-Conssactorshall with-efecef Sch December 1999 -install-and-forth,
duracion-of che Monizsrine Reariod ch forch-arall-si 2.
Re 5 -aqutip ableHelp-Desk-cash eealls-s5-bi dad-&
a 4 =
th € 46-4.3,2,8-and-4.9.2. 0 of Schadula Cl0-co che Codified
puEp: paragrap: 732; ss Be
Asi = <-by Schedule 3-co-chis lesen} POCL shall be given full
cimes-zo-the-t: di deofall Helo Desk ae
aece: albei s asl-cash,
nt 4. a: icable followine-itsdemand-hereforat
rl 7 " hen-the-Hale Desk
serv donal_bell 2ofchaM Pariod-th
p = = gPe
—— = ——
Gonrace hall fe. ED: ro-day Exe POSL
implementeall dina-fe 7 Hs-£; diz cure:
S. Scons-of Integrity Control ks Ordplor» Ary we wre {Ly
. S.1 a a Contractor hereby (3)
represents-and-warrants to POCL that-onlthree Eche-30- £ I
2O77IE/1O4G4 CAVOILOOINT IAT 2PLZIPAHASITEOHID
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(ty 0 te wits ia 5
igh’? unter we ‘ /
1
huey "BIC Oshechon'c bi —
teh? acts (29 hed
Sehad, u ‘ te ' _
a have-been-prevented- by
Yas bin
callad. eh:
thes aly
5 .
developed the ee of the effectiveness s ofthe Accounting Incegrity Control
Release design’andother measuresiimplemented or due to be implemented
before 24 January 2000lnhich-analysis forms the-basis- of Scheduletiothis
te bunds te deuexhas been carried olit by the Contractor with due-diigence vand thatthe ‘(7
heary Defense" n Contractor has accurately reported all material results of such analysis to POCL.
retin an harden Fy po3 2
5.2 In relation to the three! Cusine Di paacies discovered
H "Gobel fy prior to the date of this letter which the Contractor believes which-would not
We a have bee by the Accounting Integrity Control Release:- -
at . . tbat &
Yeo clumng anf }(A) — inconnection with that referred to in item B1 in the table ac Schedule 4, 4, pk y
Cony'es poridere hibsg the Contractor represents-and-warrants-that shall develosrsuccessfelly (a) oe
- Und test-and-deploy and provide POCL with adequate documentation of 4.;./1 6 2
appeectiace processes, have-bean-putin-place-by-tha G. 0 : Sai
[atm
Cather "ard (8)
apprprate.
autnetschcn
qprevenédecurrence offehe-rooteause-ofCash Account Discrepancies
which resulted from ncorrect manual adjustment mee
fr sisting ROL Lea Rolloue
’
in cont a inet that re! ae [s9) a2 m. Aly in the table at Schedule
4, 4, the foncactor represents-that- shall‘develop, successfully test, aadand
deploy’ land provide POC wittradequate doeumentesion-of sppeoniiae.
-processes-h. purin place-by ch <0 prevent
recurrence of therooreause-of-Cash Account Discrepancies which
resulted from incorrect treatment of the sign (+ or -) of data values at,
b n poreyopr the Pathway to TIP tncerfacafinterfaces wand por
=" “. Coytahele lang Fenerel
55% (6) belo{c in connection with that referred to in item BS in the table at Schedule 4,
2o-the-Gash-a =Di paneyrelating to reference data reference data leading to to
. the incorrect summarisation of products 196 and 197inthecash
account, the Contractor will co-operate with POCLs,prevent recurrence
Ol te-FOOt fsuch-Gashnt <Diserapancies-similar unintended
effects of reference data changes. by developing a a diagnostic tool (“the
attribute checker”), which will- A
discrepancies‘accurately predict the effect of applying reference data /,
changes; am putting in place appropriate authorisation processes. © \’
An initial “
n of the attribute checker which meets the above hy
requirements ' will be deployed by 24th January, 2
that an enfianced version taking account of experience
gpetarions wit be deployed & will be deployed by 31st March, 2000.
OM)
The Contractor sh4ll from the date of this letter until the end of the TIP
integrity Checking Period make available to POCL promptly upon request
appropriate experts to explain to POCL the Contractor's analysis of all root
auses of Cash Account Discrepancies and the measures which the Contractor
(ot predur Type ot
malice of plonakvindata
I /ertablish prreres Ce ateer
" Orwwe YAut gudr kof fw
Caen Resour?” Dis cerepannzes
pie nen or) Paid ders
$.3
6 whan t proven
Webtine fe}. from yre2 atta Metre? I
ND fects s “or L Mbyeaks 52 Bengal” Wheeta\
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shall have implemented in order to prevent the recurrence of any Cash Account
Discrepancies which would not have been prevented by the Accounting
Integrity Control Release.
6. Amendments to Schedule GO1 to the Codified Agreement
Paragrap! h_ 3.6 of Schedule GO1 to the Codified Agreement shall be replaced in
the manner set out in Schedule S to this lecter.
67. Miscellaneous
617.1 Save as expressly amended by this letter, the provisions of the Codified
Agreement and the Second Supplemental Agreement shall continue in full force
unaffected by this letter. In particular, but without prejudice to the generality
of the foregoing, the provisions of clauses 6.1.2 and 6.1.3 of the Second
Supplemental Agreement and paragraph 4.3 of Schedule G10 to the Codified
Agreement shall continue to apply (as expressly amended by this letter).
6:27.2 This letter is Change Control Note No. [ J to the Codified I
Agreement.
Kindly sign dnd return the enclosed copy of this letter to signify your agreement
to its terms.
Yours faithfully,
for and on behalf of
Post Office Counters Ltd.
Lagree to the terms of your letter of which this is a copy
for and on behalf of [CL Pathway Limited ‘
207738/10464 CA903400142 JAT 291299,15442HI SEBAGO
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Schedule 1
Criteria to be satisfied by 24th January, 2000
. in respect of Help Desk Performance
In this Schedule “Week” shall mean a period of one week commencing on the opening
of business on a Friday and’ending on the close of business on the following Thursday,
save that for the purpose of paragraph 3 of this Schedule, the first Week of the
Monitoring Period shall be deemed to be 8th and 9th December, 1999 only. “Weekly”
shall be construed accordingly.
The criteria to be met are as follows:-
1 thac in at least four out of the six Weeks in the Monitoring Period not less than
80 per cent. of all calls made to the Help Desk during support hours, including
skeleton hours, shall be answered within 20 seconds;
2. that the service level imposed by paragraph 4.3.2.7 of Schedule G10 to the
. ” Codified Agreement (as inserted by Schedule 3 to this letter) shall be met in
each-eel-ofat least four out of the six weeks in the Monitoring Period
(measured on a Weekly basis) jand-overthe-ttonitorine-period-in-ageregare
, Sieasueed-asa sie Wesleroralls
PK
3. that the service level imposed by paragraph 4.3.2.9 of Schedule G10 to the
Codified Agreement (as inserted by Schedule 3 to this letter) shall be met in at
least four out of the six Weeks in the Monitoring Period (measured on a Weekly
basis); and
4 that each of the other service levels in relation to Help Desk performance
contained in-paragraph-4-2-of Schedule Gi0-1o- che Codified Ag PartC
_tsnee- Of Schedule 4 to the Second of Schedule 4 to the Second Supplemental Agreement, Agreement, measured onthe
- existing-at monthly basis, shall have been existing-a monthly basis, shall have been demonstrated prior to
. 14th January, 2000 to have been met during December,.1999 and so reported
in the December service management reports prepared by the Contractor in
accordance with paragraph 6.1.1 of Schedule GO7 to the Codified Agreement
(or otherwise in writing prior to 14th January, 2000).
207738/10464 CACI400142 JRT 2O1299:14442OHZEOIED
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Ieedy
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Schedule 2
Amendments to Rart-D-ef Sehedtrie+
+te-the Second Supplemental Agreement
y fi [invent Rudse uy
Fw pe tibypopA Db: G8l be colded. Ye SeterdA Say leva dA I Ayreorett,
3; Pare D-of: Seheaeas the Second Supplemental Agreement shall be ainended as 23 fetes :
# [stor @) of Yoo begenny @ tazse2f, add we words (GF ibjer Clady 7
S
Pangioph in-paragraph-(i-thereo§, the reference to the period from
G) ¢ 3rd October, 1999 until 14th January, 2000 shall be replaced by-a
reference to the soak fromy2nd December, 1999 until
. 12th January, 2000,
ad
-G)_—-nev- peregraprsit ermided-atthe-end ofthe sad Dare D-ae
F Oderl
Vax ASL.
for the purpose, J o¢ fhe criterion set out in paragraph (i) of tis Parc D
fase shall be disregarded:- - . 5
[€9) any Cash Account Discrepancyies which POCL agrees (such /
‘agreement not to be unreasonably withheld) would have been -
prevented.by the application of chose additional reference data
controls;(currently being jointly developed under the parties’
joint review of end to end reference data management) which
are Cin I POCL's reasonable opinion) likely to be properly
@
(3) __any Cash Account Discrepancy resulting “from the opening .
. balance used by TIP beings caused by TiPusing-an-incorrect : I
abak £ as a_result of a Daca Error
whose incidence shall have already given rise to an earlier Cash
— (c)__any Cash Account Discrepanef caused by a “Not Data Error” (as OSLor \
defined, aragraph 3.6,of Schedule GO1 to the Codified —?p
i Agreeshent).”
nS, The remaining provisions of the said-RartD shall continue in force.
Canubusliny te Sihodales)
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Schedule 3
Amendments to Paragraph 4.3 of
. Schedule G10 to the Codified Agreement
1. Paragraphs 4.3.2.7 to 4.3.2.9 of Schedule G10 to the Codified Agreement (as
incorporated by paragraph 4 of Schedule S to the Second Supplemental
Agreement) shall be deleted and replaced by the following: -
A
“4.3.2.7 seo ds cats made to the Help Desk seeking advice and/or
guidance relating to cash accounts shall be answered by first line
Help Desk staff. Where calls need to be dealt with by staff with
. greater expertise the calls shall be transferred to an appropriate
expert. In not less than 95% of cases such transfer shall occur
immediately. In the remaining cases the caller shall be called
back by an appropriate expert within 20 minutes of his original
call to the Help Desk.
4.3.2.8 The Contractor shall use reasonable endeavours to erisure
all advice and guidance given by the Help Desk is adequate to
ensure that each issue on which advice and/or guidance. is
sought is adequately resolved in a manner which does not hinder
completion of the cash account and associated processes.
Rask inst-thi fcatevalshall beras db: sah
POCL may alse~ verify
this performance by analysis of tape recordings of Help desk calls
* under the provisions of paragraph 4.3.2.11 below. The
rinciples to be applied in this verification are set out in
paragraph 4.3.2.13 of this Schedule G10! of this Schedule G10. PoGishall-aier
consulzation -with-the- Contractor specise: 1 for-chi:
hecwis d-wich-ch
No liquidated damages provision or termination threshold
applies in relation to the service level described in this
paragraph 4.3.2.8.
4.3.2.9 Approved call scripts shall be correctly followed by Help Desk
yes hh . staff i in not less than 95%’ of cash account calls,.as measured on a
esol mendity monty monthly weekly basisI¢ 2aeh-Cash ANeetsI by joint
analysis by the Contractor and POCL of tape recordings of Help
Desk calls. For the purposes of this paragraph 4.. 3.2.9:-
(a) ___-the principles to be applied in this measurement are set
out in paragraph cs 3.2.13 of this Schedule G10;POCL
- 4 hall_afe ich-the-Gontractor-specify
207738/10464 CASC3400142 IRT ITI 1E4sHITIOHITS
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4.3.2.10
dbus gush
fy Koo Thahrday
13% January tooo
4.3.2.11-
the Contractor:
(b)___ the Contractor shall deliver all necessary tapes to POCL
(tecorded in the manner agreed with POCL) in respect of
each Cash Account Week by no later than the Monday
morning following the end of that Cash Account Week;
(c)___POCL shall review the recordings and report its findings
to the Contractor within five working days following
(d) when itis judged by POCL that the service level has been
met successfully in respect of a Cash Account Week the
recordings will not be examined further (unless otherwise
agreed between POCL and the Contractor) and the tapes
may be recycled at the Contractor's discretion.-and
During the Monitoring Period the Contractor shall measure and
report to POCL the Contractor's performance against the service
levels contained in paragraph 4.3.2.1 of this Schedule G10 ona
basis for Wednesday and Thursday in each Cash Account
Week. The report for each of the first five Cash Account Weeks
in the Monitoring Period shall be provided to POCL no later than
the Monday following the end of that Cash Account Week. In
respect of the sixth Cash Account Weeksuen-repormshallbe
dee + b-no-k: 2. a ary,
Following the end of the Monitoring Period the Contractor shall
atany time Uuponlrequest by POCL given notless than /—}two-.I . -—-. ..-
days prior to the relevance Wadnesday,tha Gensractorshall
Wednesday of any month, t of any month, measure and reperzze-POGE include
in the Contractor's in the Contractor's monthly service review report to POCL for
that month, its- the Contractor's performance against the service
levels contained in paragraph 4.3.2.1 of this Schedule G10 ona
daily basis for Wednesday and Thursday in each weekCash
Account Week which ends in that month. -Such-raquestshallbe
deemed-+to-have-been-validly made-in-raspece-ofeach-Wadnasday
and Thursday falling-within-che period from 3rd Decamber 1999
a 5 4 fo separate liquidated damages
provision or termination threshold applies tostet daily
performance: 1 accofdant2 wy, yA per
4243 2.6
. The Contractor shall with effect from 8th December, 1999 install
and thernceforth at all times operate-have available the
207738/10464 CA003400142 JRT 291ZO9:1444 293250459
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necessary equipment to enable Help Desk calls to be recorded for
the purposes of paragraphs 4.3.2.8 andto 4.3.2.910 above.
. POC shall be-civen-full I timasto-che-racordings-so onbbe
° made" The Contractor shall, on not less than two daysfhotce, I alias
implement recording of cash account calls at POCL's request for
ayn , 2) periodic audic purposes. POCL shall be given access to all such
_— recordings as soon as reasonably practicable following its
demand therefor at any time during normal working hours or
, any other time when the Help Desk service is operational.
4.3.2.12 For the purposes of this Schedule:-
“Cash Account Week” shall mean each week commencing on the
opening of business on a Friday and ending on the close of
business on the following Thursday;
“Monitoring Period” shall mean the six week period
commencing on Friday, 3rd December, 1999 and ending on
Thursday 13th January, 2000; and *
“cash account calls” means calls to the Help Desk relating to
cash accounts”. ]/.
eee
f sa2as The sample sizes and sampling methodology for measuring
(42) €ompliance with approved scripts for cash account calls under
paragraphs 4.3.2.8 and 4.3.2.9 of this Schedule G10 will be
developed by POCL such that in the long term they would be
expected to result in a “false failure rate” of 5% or less, and a
“false success rate” of 10% or less.
These rates are defined in terms of the outcomes set out in the
I cues ne following table:
Sample estimate of Sample estimate of
compliance rate less compliance rate greater
than 95% than or equal to 95%
True compliance rate less I True failure False success
ite compliance rates I Se a2
than 95%
True compliance rate False failure True success
greater than or equal to
1%
207738/10464 CA993400142 IAT 291ZO9;LsszOITERH ITS
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The “false failure rate” is the expected number of false failure
outcomes expressed as a proportion of the coral of true and false
failure ouccomes.
The “false success rate” is the expected number of false success
outcomes expressed as a proportion of the coral of true and false
success outcomes.
———
The method for selecting samples and determining sample sizes
to achieve the above characteristics will be decided by POCL and
recorded in a Contract Controlled Document. The Contractor
will be entitled to review this to gain assurance that the
methodology is in line with accepted practice in statistical
sampling, and to require POCL to make changes ifit is not. Any
disagreements about appropriate statistical methodology will be
resolved by reference to [suitable reference book) fenrkfatting.
POCL will carry out the initial analysis of the tapes (which will
be provided by#Zhe Contractor) and will document findings in LX :
relation to which calls are and are not compliant with the
Agsnon fe Se a ee ee eee
relevant scripts.
The Contractor will review and agree these findings, or provide a
factual statement of any cases where it takes a different view of
the compliance.
To the extent that the method involves more than one stage of
sampling, then POCL may decide to deem the service level to
have been achieved on the basis of the first stage sample,
notwithstanding that chac sample estimate may show a
compliance level below 95%.
Once sufficient samples have been analysed to comply with the
requirements for probabilities of errors as above, then either
party may request a full analysis of all calls in the relevant period
(rather than a sample). In that case, the results based on the full
analysis will be used in place of the sample estimates. The
reasonable additional costs of both parties will be borne by the
party requesting such a full analysis.
207738/10464 CA99I400142 JRT 291ZIILSAFTHITAAATS
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Schedule 4
zee
Error Matrix
(Table to be included along with explanatory text as to meaning of Defences
and Detections etc. and with column headed “Incident Type” in place of
existing four classification columns].
(2) [ 7% fellow]
207738/10464 CA903400142 IRT 2OITIILyAATPITIOITO
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Schedule 5
Amendments to Paragraph 3.6 of Schedule GOl
1 The table contained at Schedule 4 to this letter shall be added as Annex 1 to
Schedule GO1 to the Codified Agreement.
2. Paragraph 3.6 of Schedule GO1 to the Codified Agreement (as inserted by CCN
$62) shall be deleted and replaced by the following:-
1207738/10664 CA903400142 IRT TI2P9LEHEPISPOHATO
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'3.6.1_Interpretation of Paragraph 3.6
For the purposes of this paragraph 3.6:-
“Data Error” means a Cash Account Imbalance, a Cash Account Error or a
Transaction Error which, in any-case, is not a Not Data Error;
“Cash Account Imbalance” means an electronic cash account which has been
g that such Oudet
y the POGL Service Infrastructure
+, “Cash Account Error” means an electdonic cash account which is not an
accurate summary of the cransactions!carried out-eethe relevant Qurlerdusing
-she-relevant Cast aceomme Weelefas-defined in-pare f-Schedule }} I
iG-re this Caslified sores) Dab nek ON nie ~
Sele
“Transaction Error” means an error in one or more re transaction data fields in
the electronic record of a transaction presented by TMS at the TIP interface ora
missing, duplicate or spurious additional Transaction record therein:
Manager has
that such cash account is not i
nN
z “Not Data Errors” means any of the following:- _
* fi) errors caused by invalid data input by Users in Outlets: JA.
(ii) __ errors caused by the input of erroneous data by a [HFSO - here t
ed?] during migration of POCL Data <SH to any ba)
Sader Si = N As j .
erate date imigredonstooleeprovidethby-the-Commacrori y i) & .
(iii) __errors caused by Reference Data which precludes Transactions bein:
¢) . __ correctly taken into account in cash-accounts where:-
(a) such Reference Data were correctly applied by
-
. OCL was clearly advised in advance by the C thae th
Se Souren? (2 Pp was clearly advised in advan: the Contractor that che
Reference Data would/preclude such Transactions being
correctly taken into Account; and . .
rs — are .
(c)___ POCL nevertheless authotised the introduction of such Reference
Data notwithstanding such effect.-oF
Civ) elect i } Res—¥ 2. 2 es De 2 =
Ref: >: vidad- by DOGL-tchrouch no-fault of che Gonteace. ¢
-d-by-P gion 2 = :
(Now covered by (iT
207738/10464 CAGO3400142 JRT TPLZPOsLAHAaTHTPHHASe
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3.6.2 Classification of Incident Types
Each of the incident types listed in the table in Annex 1 to this Schedule GO1 is
(#) classified in che column of that table headedi “Incident Type” Iby one of the
ES
following designations:-
a Transaction Error which is also a Cash Account Imbalance;
“yn
“By =. _a Transaction Error which is also a Cash Account Error;
“cr = a Transaction Error which is neither-a Cash Account Imbalance
nor a Cash Account Erro:
“Dp” = a Cash Account Imbalance which is not a Transaction Error;-
“Ee” = a Cash Account Error which is not a Transaction Error; and
“Er = a Not Data Error.
éi) "GN = Cam account ot esrartlPee 44 vo. Conkpubor te
3.6.3__Detection of Errors POCL.
The Contractor shaltduly apply throughout the term of this Codifie _
, Agteement all of the defensive measures and-t £ dailybasis} checks
gn_for EPOSS/TIP ReconcilianioD
All Data Errors and Not Dara Errors *
detected <by the Contractor cxscherwise-end-=whetheromnet by application of
such defensive measures and checks}shall, subject to paragrapi 3.6.4 below,
be dealt with in accordance with the remaining sub-paragraphs of this
paragraph 3.6. Lo LAB
es
a
As soon as the Contractor discovers, whether through calls received at the Help
Desk or otherwise, that there are or are likely to be Data Errors or Not Data
Errors affecting cash accounts at more than [leo] Outlets in any one Cash
Account Week then the Contractor shall immediately (a) notify POCL in,
accordance with procedures described in the CCD entitled ( 1, yeas
jthe remaining paragrapns of this paragraph 3.6,in relation to such)
mae
Data Errors discovered before transmission
3.6.5.1 Subject to paragraph 3.6.5.4 below, if the Contractor discovers a
Transaction Error prior to the relevant record being transmitted
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by the Contractor to POCL over the TIP interface, then the
Contractor shall not transmit the relevant record but shall retain
. ic and:
(a) __ correct the Transaction Error in the relevant record (such
corrected record being hereafter referred to as “the
Repaired Transaction Data”):
(b)___ transmit the Repaired Transaction Data to POCL over the.
TIP interface; and
(c) promptly issue a report to POCL in an agreed format
containing an explanation of the correction made.
3.6.5.2 If the Contractor discovers any Cash Account Imbalance prior to
the relevant record being transmitted by the Contractor to POCL
over the TIP interface then. notwithstanding the presence of such
error; the Contractor shall transmit the relevant record to POCL
over the TIP interface and promptly issue a report to POCL (in
the same format as a Manual Error Report referred to in
paragraph 3.6.5.5 below) containing a brief description of that
Cash Account [mbalance.
* 3.6.5.3 Subject to paragraph 3.6.5.¢ below. if the Contractor discovers
any Cash Account Error prior to the relevant record being
transmitted by the Contractor to POCL over the TIP interface,
then the Contractor shall not transmit the relevant record but
shall retain ic and:
(a) __ correct the Cash Account Error in the relevant record
(such corrected record being hereafter referred to as “the
DF, . Repaired Cash Account”);
ie
(b)__ transmit the Repaired Cash Account to POCL over the TIP
interface; and
(c) promptly issue a report to POCL in an agreed format
containing an explanation of the correction made.
3.6.5.4 The Contractor may, instead of retaining and repairing records
in accordance with paragraphs 3.6.5.1 and/or 3.6.5.3 above,
promptly issue to POCL a manual error report complying with
sub-paragraph 3.6.5.5 below (a “Manual Error Report”) for up to
a total of 50 Transaction Errors and Cash Account Errors in a
eee
Cash Account Week (or such higher limit as the parties may
agree).
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3.6.5.5 Each Manual Error Report shall include a full specification of the
relevant Transaction or cash account record as that record would
. appear if it did not contain a Data Error ¢h=“Repairet Dara),
in a format suitable for POCL to key into a POCL Data input
facuyy: : 4
3.6.6 Errors discovered after transmission
“3.6.6.1 Where a Transaction Error or Cash Account Error shall not have
been discovered before transmission of the relevant record to
POCL over the TIP interface, but is subsequently discovered, the
rovisions of paragraphs 3.6.5.1 and 3.6.5.3 above shall not
apply to such error. Instead the Contractor shall either:
(a) __ with POCL’s agreement (such agreement not to be
unreasonably withheld), correct the Transaction Error or
Cash Account Error in the relevant record, transmit the
Repaired Transaction Data or Repaired Cash Account to
POCL over the TIP interface and promotly issue a report
to POCL containing an explanation of the correction
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1 ititsrdnding that the total Tansaction errors and
Cash Account Errors in the relevant Cash Account Week
ash Accomm SS SEE EEE ESS
may have exceeded SO.
Any Data Errors processed by the Contractor under Datdgraph__. .-.-.-
3.6.6.1(b) aboveshall count towards the 50 per Cash Account Week
limit ugder paragraph 3.6.5.4 above. > ~ — >
Tice Fig tant CEUs CTTER heft. 12 Corelunion if Ye Fal
/ Téthe number of Transaction Errors, Cash Account Errors and Ga
7
4
5
‘Cash Account Imbalances which are discovered after the
transmission of the relevant record exceeds twenty in any wee!
I the Contractor shall, in consultation with POCL, review the
! rocess introduced by the Accounting Integrity Control Release
with a view to enhancing such process in order to detect the
I relevant Transaction Errors or Cash Account Errors prior to
: transmission of the relevant record and to identify and correct
foot causes of such errors.
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The Contractor shall, promptly following discovery of any Not Data Error, issue
3.6.7 _Not Data Errors
a report to POCL (in the same format as a Manual Error Report) containing a _
brief description of the Not Data Error to the excent that it can be identified and
Z 7 shall co-operate with POCL'to investigate and seek to prevent the recurrence of
such Not Data Error,and,to-the-extenrseasonably practicable; to revert the <
fansmissionrot Cash Accounts-which-are incorrect asa tesuitofsuchNor pata :
Erron,
General Provisions
*3.6.8 The Contractor undertakes to use all reasonable endeavours, in accordance
with the procedures defined in the CCD entitled [ j, to notify POCL of
the occurrence of a Data Error or Not Data Error on the same day on which
© such Data Error or Not Data Error occurs and shall in any event notify POCL
thereof on the morning following the date on which it occurs.
The Contractor undertakes to use all reasonable endeavours to ensure that:
3.6.8.1 the delay between the occurrence of a Data Error (or in the case
. of a Data Error detected after the transmission of the relevant
record, its detection) and (a) the issue of a Manual Error Report
to POCL or (b) transmission of the Repaired Transaction Data or J
Repaired Cash Account to POCL over the TIP interface either by .
en TOSSA D OS i psuaniwe-parasraph
6S ors6rSSrabove} or (c) (in the case of a Cash Account
Imbalance) the issue of a report to POCL pursuant to paragraph
ir 7
3.6.8.2 the delay between discovery of a Not Data Error and the issue of
a report to POCL in relation thereto under paragraph 3.6.7 above
aan
shall not in either case exceed/five working ssi)
3.6.9 Where any such delay as is referred to in paragraph 3.6.8 has exceeded, or the
Contractor believes that it is likely to exceed, five days, the Contractor shall
immediately notify POCL’s Head of Service Management and shall procure that
the Contractor's Customer Service Directortis made available to meet with
POCL's Head of Service Management (or his}delegate) to discuss the delay
within ftwo.working} Days of such notification. [Need co consider deputies}
3.6.10 Where the Contractor is required to make an assumption in order to correcta
Data Error and/or presentiRepaired-Daca, the Contractor shall make such
assumption and promptly /inform POCL/pzierm-sansmissionobihe-Repaired- ? duke
Derrsithe-assumprionmade I" I_L> . ° + Ude=
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3.6.11 The Contractor shall pay to POCL within 30 days after the end of each month a
sum _to compensate POCL for its costs in dealing with Manual Error Reports for
all Transaction Errors and Cash Account Errors as follows:
3.6.11.1 £150 per Manual Error Report relating to a Transaction Error
iscovered after trans! n_of the relevant data; .
3.6.11.2 £100 per Manual Error Report relating to a Transaction Error . 3 ( ran
discovered before transmission of the relevant record; and / >
Pe
3.6.11.3 £100 per Manual Error neport eee cash Account Esser i (
diseomered, Combeniney ontore more Cust Autcert Eros
in that month. Clause 802 of the Codified Agreement shall apply to such . ; ‘
ayments as though they were liquidated damages for failure to meet Service ,
Levels. R Tk kon Duke oF D ad Coty
For the purposes of calculating tHe sum which may be due to bé paid toPOCL “feccun~
under this paragraph 3.6.11 all Data Errors which shall have been corrected by
the Conrractor and the relevant-Repuived=Sama transmitted to POCL over the
TIP interface within five Working Days of such Data Error occurring shall be
excluded and no oayment shall be made to POCL in relation to such Data
Errors. For the avoidance of doubr, no payment shall be made by the
* * Contractor to POCL in respect of Maaual Error Neports ior Cash Account
Imbalances.” . er
62) 3.6.12 The Contractor undercak es that talowing eben letion of data migration at an)
Outlet the POCL Service Infrastructure will prevent Users from inpucting data ack :
which would put a previously balanced Cash Account into a state of imbalance. Z .
L 4
“I Ader
pte
36 This Schedule S also modifies Acceptance Resolution Plan 376 (Reference wx
we CR/ACD/376 Version 0.9 Dated 23rd September, 1999); paragraph $.3.3 og. ke:
thereof shall be amended as appropriate to be consistent with this Schedule to ay
ae
the intent that the procedures and obligations set out in this Schedule shall
take precedence over, and replace, the procedures and obligations set out in .
numbered paragraphs 1 to S (inclusive) of the said paragraph S.3.3. i
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Subject to Contract
(1) COMMENTS/EXPLANATORY NOTES ON POCL REVISED DRAFT LETTER (OF .
29/12/99) and
(2) RIDERS TO BE READ IN CONJUNCTION WITH MANUSCRIPT AMENDMENTS
No.
Paragraph Reference
Comment
1
2.3
- CCD Title: “ICL Pathway/POCL Interface Agreement for
Operational Business Change — Product”?
- Pathway suggest an end date for joint process when CCD
signed off i.e. by 14/1/99
Amendments to SSA now not confined to part D of Schedule 4
—see Schedule 2
5.1
Reference to inducement to enter letter should be deleted as it is
linked to the reference to representations which has been
deleted.
3.1
- “other measures” replaced with arefberence to the defences
referred to in Schedule 4 and the additional reference data
controls in 5.2 (C)
- confirm that the defences referred to in Schedule 4 are
intended to be implemented by 24 January
- we suggest that “reasonable skill and care” is more appropriate
in context than “due diligence”
5.2
- item BS referred to in 5.2 (C) is not a Cash Account
Discrepancy — changed introductory sentence to refer to
“incident types”
- the AIC Release detects, rather than prevents errors (wording
changed accordingly)
5.2(A)
A process (rather than software) is being established for the
purpose of preventing récurrence of errors. It is not therefore
appropriate to say “develop, successfully test.” etc — wording
changed accordingly
5.2(B)
- new software is intended to prevent recurrence of CADs
associated with existing products. A process is to be put in
place to ensure this software is enhanced to cope with
products/methods of payment which may be introduced under
operational business change ‘in the future (wording changed
accordingly)
5.2(C)
- the prevention of incident types such as item BS is ultimately
within POCL’s control since POCL controls its business rules
and the provision of Reference Data to match those rules,
Pathway can assist POCL, and is doing so by the provision of
the attribute checker. Wording changed accordingly.
Schedule 1
9
2
Not acceptable ~ not consistent with other SLAs — additional
wording deleted accordingly
Schedule 2
Masons
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1,2 and 3 (New
numbering)
- Since not “Not Data Errors” are due to POCL, they should be
excluded from the definition of Cash Account Discrepancies in
Clause 7.1 of the SSA.
- Cash Account Discrepancies which would be caught ‘by
Reference data controls or which are “2 week errors” are not
the sort of errors which Pathway considers should be paid for in
accordance with Clause 7.2 of the SSA, as it was not the
purpose of the TIP Integrity Checking Process to detect such
errors. Such errors should also be disregarded i in the analysis of
parallel running - 2" week errors, in particular, will not be
caught by the Accounting Integrity Control Release.
Wording changed accordingly so as to provide wider
application in respect of those errors to be disregarded.
1
3(i) (New
numbering)
Period from 2/12/99 to 12/1/00 — is this correct? Not the same
as the Monitoring Period
Schedule 3
12
4.3.2.9
Wording change not acceptable — revert to measurement on a
monthly basis.
13
4.3.2.10
Amendment shown is Pathway’s proposal for reporting in the
sixth Cash Account Week
14
4.3,2.10/4.3.2.11
Requests and notices should be in writing
1S
4.3.2.11/4.3.2.12
(defn. of “cash
account call”)
Need to consider Data Protection implications (if any) or need
to obtain caller consent.
16
4.3.2.13
From the point of view of the validity of the proposed statistical
analysis, Pathway reserves its position — comments to follow.
General points include the following:
1.Consider effect of sampling- can this interfere with the
process or adversely affect success rates?
2. Factual statement to be provided by Pathway if it takes a
different view of compliance — how will disputes be resolved?
Schedule 4
7
I
[To follow
Schedule 5
18
3.6.1
Proposed definition of Cash Account Error would potentially
include a Cash Account Imbalance — wording changed
accordingly
19
3.6.1()
- There are some situations where migration may occur outside
of “Roll-out” e.g. re-automating an Outlet after reversion to
manual operation. Frthermore, some Outlets will be rolléd out
with CSR+. Reference to Roll out and CSR deleted
accordingly.
- Proposed exception is not acceptable — deleted accordingly.
20
3.6.1(b) and (c)
Wording change is not acceptable — too narrow. Revert to
wording of paragraphs 3.6.2.2 and 3.6.2.3 in previous draft
‘MASONS:
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provided by Masons
21 3.6.2 - Need to check column heading referred to is correct
-Schedule 4 refers to incident types (other than “Not Data
Errors”) in relation to which the designation of “Data Error” is
inappropriate (“N/A”). New designation of category “G” added
accordingly
22 3.6.3 See proposed redraft.
23 3.6.4. -For widespread errors, the remaining paragraphs of 3.6 should
cease to apply generally — wording changed accordingly.
- There is insufficient time for a CCD to be drafted and agreed.
Pathway will propose wording for an Annex 2 which will
contain a high level description of the appropriate procedures.
24 3.6.5.5 Definition of “Repaired Data” not required. Repaired
. Transaction Data and Repaired Cash Account already defined.
Furthermore, a Manual Error Report will not contain “repaired”
data.
25. 3.6.6.1 The requirement that POCL agree to “(b)” could lead to delay,
unacceptable to both parties, during live operation. A default -
position is required. Reference to POCL’s agreement to “(b)”.
deleted accordingly.
26 3.6.6.1 (b) Need to clarify position as to when Manual Error Reports count
toward the 50 limit and when they don’t - see proposed
wording change .
27 3.6.7 - See proposed redraft regarding extent of assistance to be
provided by Pathway (i.e. that which is reasonable)
- Additional proposed wording is not acceptable — deleted
accordingly
28 3.6.8.1 Bracketed wording is considered unnecessary — deleted
accordingly
29 3.6.10 Requirement that Pathway inform POCL of assumptions made
prior to transmission is new and is unacceptable — deleted
accordingly.
30 3.6.11 £100 should be payable per Cash Account in error as a single
Data Error could give rise to errors in more than one line of the
cash account
31 3.6.11 Correction of drafting error — Manual Error Reports are not
provided for Cash Account Imbalances, Reports in the same
format are provided,
QD 3.6.12 . New paragraph is not acceptable — not within the remit of the
. original CCN562 - deleted accordingly.
Masons -3- * MXB
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Rider 1
1 Add the following sentence at the end of Clause 7.1 of the Second Supplemental
Agreement:
“Notwithstanding the above, any discrepancy caused by a “Not Data Error” (as defined in
paragraph 3.6 of Schedule G01 to the Codified Agreement) shall not be considered a
Cash Account Discrepancy.”
N
In Clause 7.2 (ii) of the Second Supplemental Agreement delete the word “discrepancy”
and replace it with “Cash Account Discrepancy”.
Rider 2
(a) __ the charge referred to in Clause 7.2(ii) above;
(b) __ the expiry of the TIP Integrity Checking Period (which is dependant upon there being no °
Cash Account Discrepancies identified by the TIP Integrity Checking Process not also
identified by the Accounting Integrity Control Release); and
(o)....
4 January 2000
‘Masons “4. MXB
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