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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 Thank you for
agreeing to be part of the Scheme and for the work you have undertaken to date.
This letter sets out the arrangements for your engagement on behalf of the Working Group in relation to
your role in the Initial Complaint Review and Mediation Scheme (the “Scheme”)
For the avoidance of doubt any services which fall outside the scope of those required for the Working
Group shail be the subject of a separate letter of engagement.
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 the terms of Second Sight’s engagement 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").
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3.4. “POL Information” means all 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.
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 to the Working Group are set out in the Scope of
Services Schedule attached to this letter.
4.2 Second Sight shall provide the Services until either the Post Office or the Working Group gives
30 days written notice to Second Sight to cease providing the Services.
4.3. The Services shall be provided exclusively by the SS Directors unless Post Office gives its prior
written consent to the Services being provided by other SS Personnel.
5. FEES AND INVOICING
5.1. Second Sight will send invoices on a monthly basis to Belinda Crowe at Post Office in
accordance with the Fee Schedule.
5.2. Second Sight's invoices shall be rendered in accordance with any reasonable accounting rules
or requirements set out by Post Office.
5.3. Each invoice shall be accompanied with such supporting information or description of the work
performed by Second Sight as may reasonably be requested by Post Office.
6. CONFIDENTIALITY
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6.1. Save in the circumstances described in clause 9, 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);
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).
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.
75. 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 ensure 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. Save in the circumstances described in clause 9, without the prior written consent of Post Office
(such consent being in Post Office's absolute discretion), or the explicit agreement of the
Working Group 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 8, will continue in force after the conclusion of the Scheme
and the termination of Second Sight’s appointment.
9. ENGAGEMENT WITH MPs
9.1. If any Member of Parliament should seek any Scheme Information or any information relating to
Second Sight’s services hereunder from Second Sight, Second Sight shall relay such a request
to the Working Group.
9.2. Second Sight shall only discuss the Scheme or disclose Scheme Information or any information
relating to Second Sight's services hereunder to any Member of Parliament with the express
consent, and in accordance with any directions, of the Working Group but subject always to
clause 7.
10. GENERAL
10.1. This agreement is governed by English law.
10.2. 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.
10.3. 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.
10.4. Any variation of this agreement shall be in writing and signed under hand by or on behalf of each
party.
10.5. 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.
11. AGREEMENT
11.1. Please sign and return the enclosed copy letter to confirm your agreement to proceed on the
basis outlined in this letter.
11.2. 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.
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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
1. The Services Second Sight agrees to provide to the Working Group are as follows
1.1. serving as a member of the Working Group and attending Working Group meetings as
required, and act in accordance with any directions from the Working Group Chair;
1.2. advising, as requested by Post Office or the Working Group, on the format, style and
content of the documents which are submitted by Post Office and/or Subpostmasters during
the Scheme;
1.3. investigating the specific complaints raised by each Subpostmaster who has been accepted
into the Scheme with the aim of providing:
1.3.1 an assessment of points of common ground between Post Office and that
Subpostmaster;
1.3.2. an assessment of points of disagreement between Post Office and that
Subpostmaster;
1.3.3 where there is disagreement, a logical and fully evidenced opinion on the merits of
that Subpostmaster's complaint where it is possible to do so;
1.3.4. a summary of any points on which it is not possible to offer a fully evidenced
opinion due to a lack of evidence / information;
1.3.5 a view on whether a case is suitable for mediation; and
1.4. assisting with any reasonable requests made by the Working Group and/or Post Office;
(together "the Services")
2. Second Sight shall at all times conduct the Services solely in furtherance of the objectives of the
Scheme as set out by the Working Group.
3. It is recognised that 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 Services and any assessment or opinion given by Second Sight shall be neutral and without
bias and based on the facts and evidence available.
5. In providing the Services, Second Sight shall:
5.1. act with the skill and care expected of qualified and experienced accountants; it is
acknowledged that matters relating criminal law and procedure are outside Second Sight's
scope of expertise and accordingly shall not be required to give an opinion in relation to
such matters;
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
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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
1. 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 along with a brief
narrative of the work undertaken
2. In addition Post Office agrees to pay Second Sight's reasonable disbursements in carrying out
the Scope of Services.
3. 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.
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