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[TO GO ON POST OFFICE HEADED PAPER}
Ron Warmington & lan Henderson
Second Sight Support Services Limited
Tythe Farm
Maugersbury
Cheltenham
Gloucestershire
GL54 1HR
(Insert date]
Dear Ron and lan
Engagement Letter in relation to the Initial Complaint Review & Mediation Scheme (the
“Scheme”)
Thank you for agreeing to be part of the Scheme and for the work you have undertaken to date.
2. BACKGROUND
2.1. The Scheme has been set up to try to achieve the mutual and final resolution of a
Subpostmaster’s concerns about Horizon and any associated issues.
2.2. Second Sight Support Services Limited (“Second Sight” or "you") has agreed to be a member
of the "Working Group" whose role it is to oversee the Scheme and to assist in investigating
individual Subpostmaster complaints.
2.3. This letter and its schedules will form the basis of instructions and the terms of Second Sight’s
appointment by Post Office Limited (“Post Office”) to provide Services to the Working Group in
relation to the Scheme.
3. DEFINITIONS
In this letter:
3.1. “Confidential Information” means the POL Information, the Scheme Information, this letter and
any and all information relating to the Services which has been, is now or is at any time after the
date of this letter disclosed or made available by Post Office, its Representatives or a third party
to Second Sight, its Representatives or any other person at the request of Second Sight but shall
not include information which is accessible from public sources other than as a result of
disclosure in breach of this letter by Second Sight or its Representatives.
3.2. "Data" means any POL Information or Scheme Information which constitutes Personal Data and
which Second Sight is processing as part of its Services.
3.3. “Personal Data", "processing", "Data Controller", "Data Processor" and "Data Subject" have
the same meanings as they have in the Data Protection Act 1998 ("the Act").
3.4. “POL Information” means ail data and information belonging or licensed to Post Office; and all
other proprietary or confidential information relating to the POL Software; and all other
proprietary or confidential information relating to Post Office's business, operations, technology
and processes which is owned by, licensed to or in the possession of Post Office.
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3.5. “POL Software” means the IT system and software known as Horizon, along with its operating
practices, which is used by Post Office.
3.6. "Regulator" means any competent authority that may regulate the use or processing of Data
including without limitation the Information Commissioner's Office.
3.7. “Representative” means in relation to any party, any professional adviser including legal adviser,
director, officer, permanent employee of it, contractor engaged by it or consultant to it.
3.8. “Scheme Information” means any information relating to the Scheme disclosed by Post Office,
a Subpostmaster or a third party, including but not limited to, the applications submitted by
Subpostmasters and Post Office’s investigation findings concerning the applications submitted by
Subpostmasters.
3.9. "SS Directors" means, jointly and severally, Mr Ronald Warmington and Mr lan Henderson.
3.10. "SS Personnel" means any firm, company, person, entity or third party who SS has engaged to
provide the Services including without limitation its directors (including the SS Directors),
officers, employees, workers, agents, contractors, sub-contractors and representatives.
3.11. “Subpostmaster” means any agent/franchisee operating on a contract for services with Post
Office or a counter clerk employed directly by Post Office whose applications to the Scheme
has been accepted.
4. SERVICES TO BE PROVIDED
4.1. Details of the Services you will provide are set out in the Scope of Services Schedule attached
to this letter.
4.2. Second Sight shall provide the Services until Post Office gives written notice to Second Sight to
cease providing the Services.
5. FEES AND INVOICING
5.1 Post Office agrees to pay Second Sight the fees set out in the Fee Schedule to this letter.
5.2. Second Sight will send invoices and a breakdown of the fees and disbursements it has incurred
on a monthly basis to Belinda Crowe at Post Office.
5.3. Post Office shall pay Second Sight's invoices within 45 days of receipt.
6. CONFIDENTIALITY
6.1. Second Sight and the SS Directors shall:
6.1.1. keep secret all Confidential Information (unless prior written consent is given by Post
Office, such consent being in Post Office’s absolute discretion);
6.1.2. use the Confidential Information only for the Services (unless prior written consent is
given by Post Office, such consent being in Post Office’s absolute discretion);
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6.1.3. not copy, adapt or otherwise reproduce the Confidential Information except as is
strictly necessary for the purposes of undertaking the Services or as required by law;
and
6.1.4. upon demand procure the destruction and/or return to Post Office of all copies of any
documents and material held by Second Sight and/or SS Personnel which incorporate
any Confidential Information (except such documents or material that Second Sight it
required by law to retain).
6.2. Second Sight and the SS Directors acknowledge that as a result of undertaking the Services,
they will be privy to the Confidential Information and that (absent prior written consent from Post
Office, such consent being in Post office's absolute discretion) it would be a breach of the
obligations at 6.1 if at any time during and after the conclusion of the Scheme, Second Sight
and/or the SS Directors were to act, directly or indirectly, in any capacity (whether for any
former or current Subpostmaster or a competitor of Post Office or otherwise) against Post Office
or any of its officers, directors or employees.
7. DATA PROTECTION
7.1. The parties acknowledge that Post Office is the Data Controller of the Data and Second Sight is
a Data Processor of the Data.
7.2. Second Sight shall not transfer any Data outside of the UK without the prior written consent of
Post Office.
7.3. If Second Sight receives any complaint, notice or communication from a Data Subject or a
Regulator which relates directly or indirectly to the Data, it shall immediately notify this fact to
Post Office in writing and it shall provide Post Office with full co-operation and assistance in
relation to any such complaint, notice or communication.
74. Second Sight shall immediately notify Post Office in writing of any unlawful or unauthorised
processing of the Data or if any Data is disclosed in breach of this Agreement or if any Data is
lost or damaged; and shall provide Post Office with full co-operation and assistance in
investigating and/or remedying any of the aforementioned situations.
7.5. Second Sight shall at all times only use the Data in compliance with all applicable laws,
enactments and regulations including without limitation the Act.
76. Second Sight shall put in place and maintain appropriate technical and organisational measures
to prevent the unauthorised or unlawful processing of the Data or the accidental loss or
destruction of, or damage to, the Data including without limitation ensuring that:
7.6.1. technical (eg. automatic data encryption controls for portable devices and removable
media) or procedural (eg. policies and user awareness) controls are in place for all
portable devices (e.g. laptops, tablets, etc.) and removable media (e.g. CDs, DVDs,
USB data keys, back-up tapes) that contain Data; and
7.6.2. appropriate and adequate physical access control mechanisms are in place to prevent
unauthorised access to the Data.
7.7. Second Sight shall be responsible for the cost, implementation, change management, support
and maintenance of any physical property and/or information technology systems needed by
Second Sight in order to comply with its obligations under this clause.
7.8. Second Sight shall procure that all Second Sight Personnel comply with, and are bound by the
terms of a written contract with Second Sight to comply with, the obligations in this clause 7._
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8. PUBLICITY
8.1. Without the prior written consent of Post Office (such consent being in Post Office's absolute
discretion) Second Sight and the SS Directors agree not to:
8.1.1. publicly discuss the Scheme, its Fees or its Services (including but not limited to any
discussions with the media) during or after its engagement and involvement in the
Scheme.
8.1.2. refer or publicise to third parties Second Sight’s or the SS Directors’ involvement in the
Scheme, for example in publicity material, newsletters or briefings.
8.2. The requirements under this, clause 6, will continue in force after the conclusion of the Scheme
and the termination of Second Sight’s appointment.
9. GENERAL
9.1. This agreement is governed by English law.
9.2. Any dispute arising out of or in connection with this agreement shall be subject to the exclusive
jurisdiction of the Courts of England and Wales.
9.3. The parties agree that the terms of this agreement are not enforceable by any third party under
the Contracts (Rights of Third Parties) Act 1999.
9.4. Any variation of this agreement shall be in writing and signed under hand by or on behalf of
each party.
9.5. The obligations under clauses 6, 7 and 8 will continue in force after the conclusion of the
Scheme and the termination of Second Sight’s appointment to provide the Services.
10. AGREEMENT
10.1. Please sign and return the enclosed copy letter to confirm your agreement to proceed on the
basis outlined in this letter.
10.2. If we do not receive a signed copy of this letter but you continue to carry out any of the
Services, you are deemed to have accepted the terms of this letter.
Yours sincerely
Chris Aujard
For and on behalf of Post Office Limited
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We confirm that we accept the terms of this letter and its schedules.
Signed:
Date:
Ron Warmington, in his personal capacity and for an on behalf of Second Sight Support Services
Limited
Signed:
Date:
lan Henderson, in his personal capacity and for an on behalf of Second Sight Support Services Limited
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SCOPE OF SERVICES SCHEDULE
1. Post Office wishes to appoint, and Second Sight agrees to be appointed, as an independent
forensic accountant whose role shall be to:
1.1. attend on the Working Group as and when required;
1.2. to advise on the format, style and content of the documents which are submitted by Post
Office and/or Subpostmasters during the Scheme with a view to achieving the objectives of
the Scheme;
1.3. to investigate Subpostmaster's complaints that have been accepted into the Scheme with
the aim of providing:
1.1.14. an assessment of points of common ground between Post Office and a
Subpostmaster;
1.1.2. an assessment of points of disagreement between Post Office and a
Subpostmaster;
1.1.3. where there is disagreement, a logical and fully evidenced opinion on the merits
of a Subpostmaster's complaint where it is possible to do so;
1.1.4 a summary of any points on which it is not possible to offer a fully evidenced
opinion due to a lack of evidence / information;
1.1.5 a view on whether a case is suitable for mediation;
1.4. to assist with any reasonable requests made by the Working Group and/or Post Office.
(together "the Services")
2. For the avoidance of doubt, the Services do not include:
2.1. investigating or opining on:
2.1.1. matters that have not be directly raised by a Subpostmaster;
2.1.2. the efficacy or safety of any criminal investigation, prosecution or conviction of a
Subpostmaster;
2.1.3. Post Office's prosecution policies or strategies;
2.1.4. the terms of any Subpostmaster's contract with Post Office or Post Office's contract
management processes;
2.1.5. the merit or quantum of any consequential losses suffered by a Subpostmaster;
2.1.6. any settlement that has been or could be reached between Post Office and a
Subpostmaster;
2.1.7. any legal liability that Post Office may have to a Subpostmaster or vice versa.
2.2. attending, or assisting in the preparation for, any mediation; or
2.3. rendering a report or opinion on the general suitability or integrity of the Horizon system.
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3. It is recognised that the Services need to be provided within the cost and time constraints of the
Scheme as a whole and that therefore Second Sight is not required to definitively determine every
issue raised by a Subpostmaster but rather is required to reasonably investigate and, where
appropriate, offer an opinion on the key issues in dispute between a Subpostmaster and Post
Office.
4. Although Post Office is engaging Second Sight, Second Sight is to act independently in providing
the Service and any assessment or opinion given by Second Sight shall be neutral and without
bias.
5. In providing the Services, Second Sight shall:
5.1. act with the skill and care expected of qualified accountants experienced in investigating
the type of matters raised through the Scheme;
5.2. conduct the Services in an efficient manner and with a view to ensuring that the costs of
the Scheme are reasonable;
5.3. use its reasonable endeavours to comply with any deadlines or timeframes set by the
Working Group; and
5.4. not sub-contract any part of the Services without Post Office's prior written consent (not to
be unreasonably withheld of delayed).
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FEE SCHEDULE
[TO BE AGREED]
I will follow with the latest invoice which sets out the hourly rate. If possible we should confine
this to investigative work (admin work to be completed by PO)
Reasonable expenses to attend WG meetings
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