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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. This
letter and its schedules will form the basis of Second Sight Support Services Limited (“Second Sight”
or "you") instructions and the terms of Second Sight’s appointment by Post Office Limited (“Post
Office”) on behalf of the Working Group in relation to the Scheme. Please take the time to read this
letter and its schedules and let me know if you have any questions.
In this letter, "SS Directors" means, jointly and severally, Mr Ronald Warmington and Mr lan Henderson.
1. BACKGROUND
441 The Scheme has been set up to try to achieve the mutual and final resolution of a
subpostmaster’s (meaning any agent/franchisee operating on a contract for services with
Post Office or a Counter Clerk employed directly by Post Office (“Subpostmaster’))
concerns about Horizon and any associated issues.
1.2 Second Sight 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. SERVICES TO BE PROVIDED
Details of the services you will provide are set out in the Scope of Services Schedule attached to
this letter (“Scope of Services’).
3. FEES AND INVOICING
3.1 Post Office agrees to pay Second Sight the fees set out in the Fee Schedule to this letter.
3.2 Second Sight will send invoices and a breakdown of the fees and disbursements it has
incurred on a monthly basis to:
[insert invoicing details and name of recipient]
3.3 Post Office shall pay Second Sight's invoices within 45 days of receipt.
4. CONFIDENTIALITY
44 In this letter the following terms have the following meaning:-
“POL Information” all data and information belonging or licensed to Post Office; and all
other proprietary or confidential information relating to the POL Software;
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“Confidential
Information”
“POL Software”
“Scheme
Information”
“Representative”
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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.
the POL Information, the Scheme Information, this letter and any and all
information relating to the Scope of 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:-
(a) is accessible from public sources or is or becomes generally
available to third parties other than as a result of disclosure in
breach of this letter by Second Sight or its Representatives; or
(b) was available to Second Sight free of any restriction as to its use
or disclosure prior to it being so disclosed or made available or
in Second Sight's possession.
the software known as Horizon which is used by Post Office;
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; and
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.
42 Second Sight and the SS Directors shall:
4.2.1 keep secret all Confidential Information (unless prior written consent is given by
Post Office, such consent being in Post Office's absolute discretion);
43
4.2.2 use the Confidential Information only for the Scope of Services (unless prior
written consent is given by Post Office, such consent being in Post Office's
absolute discretion);
not copy, adapt or otherwise reproduce the Confidential Information except as is
strictly necessary for the purposes of undertaking the Scope of Services or as
required by law; and
[upon demand procure the return to Post Office of all documents and material
which incorporate any Confider Information (including copies) — this may
cause some issue, for SS’ own audit purposes they may be required to
retain some info]]
Second Sight and the SS Directors acknowledge that as a result of the work they undertake
as part of the Scheme (as set out in the Scope of Services Schedule), 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
4.2 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.
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44 The requirements under this, clause 5, will continue in force after the conclusion of the
Scheme and the termination of Second Sight’s appointment.
5. DATA PROTECTION
5.1 In this clause:
5.1.1 "Data" means any Confidential Information which constitutes Personal Data.
5.1.2 “Personal Data", "Data Controller", "Data Processor" and "Data Subject" have
the same meanings as they have in the Data Protection Act 1998 ("the Act").
5.1.3 "Regulator" means any competent authority that may regulate the use or
processing of Data including without limitation the Information Commissioner's
Office.
5.1.4 "SS Personal" means any firm, company, person, entity or third party who SS has
engaged to provide the Services including without limitation its directors, officers,
employees, workers, agents, contractors, sub-contractors and representatives.
5.2 The parties acknowledge that Post Office is the Data Controller of the Data and Second
Sight is a Data Processor of the Data.
5.3 Second Sight shall not transfer any Data outside of the UK without the prior written consent
of Post Office.
5.4 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.
5.5 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.
5.6 Second Sight shall at all times only use the Data in compliance with all applicable laws,
enactments and regulations including without limitation the Act.
5.7 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:
5.7.1 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
5.7.2 appropriate and adequate physical access control mechanisms are in place to
prevent unauthorised access to the Data.
5.8 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.
5.9 Second Sight shall procure that any 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 5.
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6. PUBLICITY
6.1 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:
6.1.1 publicly discuss the Scheme, its Fees or its Scope of Services (including but not
limited to any discussions with the media) during or after its engagement and
involvement in the Scheme.
6.1.2 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.
6.2 The requirements under this, clause 6, will continue in force after the conclusion of the
Scheme and the termination of Second Sight’s appointment.
7. GENERAL
71 This agreement is governed by English law.
7.2 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.
7.3 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.
74 Any variation of this agreement shall be in writing and signed under hand by or on behalf of
each party.
8. AGREEMENT
8.1 Please sign and return the enclosed copy letter to confirm your agreement to proceed on the
basis outlined in this letter.
8.2 If we do not receive a signed copy of this letter but you continue to carry out the Scope of
Services, you are deemed to have accepted the terms of this letter.
Yours sincerely
[insert name and position]
For and on behalf of Post Office Limited
Enclosures:
Scope of Services Schedule
Fee Schedule
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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:
1.3.1 an assessment of points of common ground between Post Office and a
Subpostmaster;
1.3.2 an assessment of points of disagreement between Post Office and a
Subpostmaster;
1.3.3 where there is disagreement, a logical and evidenced opinion on the merits of a
Subpostmaster's complaint;
1.3.4 and ultimately, through assessing the above 3 points, 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. Although Post Office is engaging Second Sight, Second Sight is to act independently in providing
the Services.
3. In providing the Services, Second Sight shall:
3.1 act with the skill and care expected of qualified accountants experienced in investigating the
type of matters raised through the Scheme;
3.2 conduct the Services in an efficient manner and with a view to ensuring that the costs of the
Scheme are reasonable;
3.3 use its reasonable endeavours to comply with any deadlines or timeframes set by the
Working Group; and
3.4 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
We have set out below three alternative fee structures
1Option 1 (based on hourly rates)
1. [SUbjectto'S"below) Post Office agrees to pay Second Sight an hourly rate of £150 per hour plus
VAT for providing the Services, subject to Second Sight providing a summary to Post Office as
soon as possible after the end of each calendar of the time incurred per person in that calendar
month including a breakdown of that time in to (45 !minuite’ units] along with a brief narrative of
the work undertaken in each of the those units.
2. In addition Post Office agrees to pay Second Sight’s reasonable disbursements in carrying out
the Scope of Services. [Do you want to specify disbursements? i.e. a Set fee per page for
ls costs, standard class travel to Working Group meetings once a
month?
3. [OPTIONAL - Second Sight shall provide Post Office with an estimate of its future costs
(including fees and disbursements) for the next calendar month before the first day of that
month. Second Sight shall not be entitled to charge more than [10%] above its costs estimate
for any given calendar month unless Post Office agrees to pay more than the costs estimate
(such consent not to be unreasonably withheld or delayed).
1Option 2 (fixed fee per month)
1. Post Office agrees to pay Second Sight a fixed fee of £[x] plus VAT per month (the “Maximum
Fee”) for its Services until the conclusion of the Scheme (which shall be determined by Post
Office in good faith by giving written notice to Second Sight)
2. In addition Post Office agrees to pay Second Sight's reasonable disbursements in carrying out
the Scope of Services. [Do!you want to specify disbursements? i.e. a set fee per page for
photocopying/printing costs, standard class travel to Working Group meetings once a
month?]]
[Option 3 (hybrid)
1. Post Office agrees to pay Second Sight on the following basis:-
1.1 All work undertaken in relation to the work described in paragraph 1.3 above (eg.
investigating and providing an assessment of a Subpostmaster's complaint), a fixed fee
of £[x] plus VAT per case (the “Maximum Fee per Case”);
1.2 all other work undertaken in carrying out the Scope of Services, including attendance on
the Working Group, is to be charged on the basis of work done and calculated at an
hourly rate of £150 per hour plus VAT.
2. In addition Post Office agrees to pay Second Sight’s seansne disbursements in carrying out
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