Coneack ek, SO
ROYAL MAIL GROUP LIMITED
and
POST OFFICE LIMITED
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MASTER SERVICES AGREEMENT
Slaughter and May
One Bunhill Row
London EC1Y 8YY
10862042
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CONTENTS
INTERPRETATION
SERVICES
PERFORMANCE
POST-SIGNING SERVICES
IN FLIGHT PROJECTS
TRANSFERRING ASSETS
COMMUNICATIONS.
CHARGES
CHANGE MANAGEMENT
TERMINATION OF SERVICES
TERM OF THIS AGREEMENT
SEPARATION AND RECURRING STRANDED COSTS
SERVICE EXTENSIONS
SEPARATION PLANS
CONTACT CENTRE SERVICES AND OFFICIAL MAIL SERVICES
THIRD PARTY CONSENTS
LIABILITY
LIABILITY IN RESPECT OF THIRD PARTY PROVIDERS
EVENT OF FORCE MAJEURE
CONTRACTS AND CONSENTS
PROCUREMENT PLAN
INTELLECTUAL PROPERTY
CONDUCT OF THIRD PARTY CLAIMS
OBLIGATION TO MITIGATE
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ACCESS AND INFORMATION
UNAUTHORISED USE
PROTECTION OF DATA
PERSONNEL AT COMMENCEMENT
PERSONNEL AT SERVICE TERMINATION
SPLIT ARRANGEMENTS
ASSIGNMENT
AGREEMENTS TO AGREE
CONFIDENTIALITY
NOTICES
COUNTERPARTS.
RIGHTS OF THIRD PARTIES
SEVERABILITY
NO PARTNERSHIP
FURTHER ASSURANCE
WAIVER
ENTIRE AGREEMENT
VARIATION
DISPUTE RESOLUTION
ARBITRATION
CONDUCT OF DISPUTES
GOVERNANCE
COSTS AND EXPENSES
GOVERNING LAW
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THISAGREEMENTismadeon 26 (anua y 2012
BETWEEN:
ROYAL MAIL GROUP LIMITED a company registered in England and Wales whose registered
Office is at 100 Victoria Embankment, London, EC4Y 0HQ with the registered number 04138203
(‘Provider’); and
POST OFFICE LIMITED a company registered in England and Wales whose registered office is at
148 Old Street, London, EC1V 9HQ with the registered number 02154540 (‘Recipient’),
(each a “Party”, and together the “Parties”).
RECITALS
(A)
(8)
(c)
(D)
The Parties are, at the date of this Agreement, companies within the same corporate group.
It is expected that the Parties will, at a date after the date of this Agreement, cease to be within the
same corporate group of companies and as such it is intended that they put in place agreements to
formalise certain existing arrangements between the Parties and to prepare for the Parties to cease
to be in the same corporate group by, amongst other things, providing for an orderly transition or
termination of the Services that are currently provided by Provider to Recipient.
This Agreement sets out the terms on which Provider shall provide the Services to Recipient and
makes provision for the transition or termination of the Services.
It is agreed that the Parties intend that this Agreement is not to operate as a permanent
arrangement for the supply of the Services and that Provider is not in the business of providing
services of the type provided for under this Agreement on a long term basis and as such the
intention is for Recipient Group to migrate away from the Services in accordance with the terms of
this Agreement.
INTERPRETATION
In this Agreement and the Schedules and Annexures to it:
2012-2013 Arrangements has the meaning given to it in Clause 6.8 (Transferring
Assets);
Actual Third Party Costs has the meaning given to it in Paragraph 10 of Schedule 2
(Charges);
ADR Notice has the meaning given to it in Clause 43.5 (Dispute
Resolution);
Affected Party has the meaning given to it in Clause 19.1 (Event of Force
Majeure);
Affected Service
Affected Service
Termination Date
Aggregate Provider Charge
Aggregate Recipient
Charge
Agreed Procurement
Process
Agreement
Agreement to Agree
Amortised Capex Costs
Annual Charges
Annual Stranded Costs
Cap
Annual True Up
Applicable Law
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has the meaning given to it in Clause_5.8(E) (In Flight
Projects);
has the meaning given to it in Clause 5.8(E) (In Flight
Projects);
has the meaning given to it in Paragraph 14 of Schedule 2
(Charges);
has the meaning given to it in Paragraph 13 of Schedule 2
(Charges);
means the process in respect of procurement of goods
and/or services by Provider on Recipient's behalf to be
agreed between the Parties within 90 days of the date of this
Agreement;
means this agreement together with the Schedules and the
Annexures;
has the meaning given to it in Clause 32 (Agreements to
Agree);
means the Capex Costs of an asset which are amortised
over the estimated useful life of such asset, as such period is
determined in accordance with Provider's standard
accounting policies that apply from time to time;
means the Internal Charges to be paid, and Third Party Costs
to be reimbursed, by Recipient to Provider for the provision of
the Services in respect of a Charging Period as determined
in accordance with Schedule 2 (Charges);
has the meaning given to it in Clause 12.3 (Separation and
Recurring Stranded Costs);
has the meaning given to it in Paragraph 15 of Schedule 2
(Charges);
means any and all:
(a) legislation (including statute, statutory instrument,
treaty, regulation, order, procurement rules, directive,
by-law, decree) and common law;
(b) regulatory rules, guidance and licence conditions
relating to either Party, the Services or otherwise as
issued by a Regulator;
Authorised User
} Breaking Service
Budgetary Round Period
Business Case
Business Day
Business Sponsor
Business Sponsors Board
(c) judgments, resolutions, decisions, orders, notices or
demands of a competent court, tribunal, regulatory
body or governmental authority in each case having
the force of binding law or by which either Party is
bound; and
(d) mandatory or recognised industry guidelines,
standards or codes of conduct,
in each case in any jurisdiction relevant to the Parties,
members of Provider Group, members of Recipient Group,
the Services or to matters dependent on or affected by the
Services;
means each member of Recipient Group and each other
person receiving or benefiting from (or, in each case, entitled
to do so) the Services from time to time, including Recipient's
Personnel and Third Party suppliers of Recipient Group
whose business relationship involves the use of or access to
the Services;
means a Service (or part thereof) procured pursuant to a
Contract where the relevant Contract is terminating or
expiring or has already terminated or expired;
has the meaning given to it in Paragraph 1 of Schedule 2
(Charges);
means the written business case that has, prior to the date of
this Agreement, been approved or considered by Provider in
accordance with Provider's relevant governance process as
at the date of this Agreement, for:
(a) an In Flight Project that is identified in Annexure 4 (In
Flight Projects); and
(b) a Project that is deemed to be an In Flight Project
pursuant to Clause 5.2 (In Flight Projects);
means any day (other than a Saturday or a Sunday) on
which banks in London are open for general business (for the
avoidance of doubt, other than solely for trading and
settlement in Euros);
has the meaning given to it in Paragraph 5.1 of Schedule 3
(Governance and Service Management);
means the forum established pursuant to Paragraph 5 of
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Capex Costs
CEDR
Change
Change Control Procedure
Change Control Request
Change Report
Charges
Charging Period
Claim
Commencement
Transferred Employee
Communications Director
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Schedule 3 (Governance and Service Management);
means those Costs that Provider has incurred in respect of
an asset which Provider treats as capital costs in its financial
statements in accordance with Provider's standard
accounting policies that apply from time to time;
has the meaning given to it in Clause 43.5 (Dispute
Resolution);
means any matter which is, or is likely to lead to:
(a) a material change in the specification, standard,
scope or level of a Service; or
(b) any other material change to a Service,
in each case as provided under the terms of this Agreement
but excluding Mandatory Changes;
means the procedure by which a Change is made, which is
set out in Schedule 5 (Change Control);
has the meaning given to it in Paragraph 4 of Schedule 5
(Change Control);
has the meaning given to it in Paragraph 5 of Schedule 5
(Change Control);
means the fees, costs and other amounts payable by
Recipient to Provider in consideration for the provision of the
Services and the performance of Provider's obligations
pursuant to this Agreement determined in accordance with
the terms of this Agreement;
means each annual period commencing on 1 April in each
year and ending on 31 March in the succeeding year, in
which Services are to be provided by Provider to Authorised
Users and in respect of which Charges are payable;
includes a claim by any person (including a trade union,
employee representative or a governmental, statutory or local
authority or commission);
has the meaning given to it in Clause 28.3 (Personnel at
Commencement);
means a person appointed in accordance with Clause 7.1
Communications Plan
Confidential Information
Contact Centre Agreement
Contact Centre Services
Contract
Contract Year
Control
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(Communications);
has the meaning given to it in Clause 7.4 (Communications);
means all information obtained as a result of negotiating,
entering into and/or performing this Agreement which relates
to:
(a) the provisions of this Agreement and the
negotiations relating to this Agreement;
(b) the Services;
(c) the other Party to the extent that such information is
marked as confidential or is of a commercially
sensitive or confidential nature;
(d) (in the case of Recipient's Confidential Information)
one or more Authorised Users (including the
business carried on by each Authorised User) and/or
one or more Recipient Personnel, to the extent that
such information is marked as confidential or is of a
commercially sensitive or confidential nature; or
(e) (in the case of Provider's Confidential Information)
one or more members of Provider Group (including
the business carried on by each of them) and/or one
or more Provider Personnel, to the extent that such
information is marked as confidential or is of a
commercially sensitive or confidential nature;
means the agreement which is set out in Annexure 2
(Contact Centre Agreement);
means the services identified in Section L of Schedule 1
(Services);
means an agreement, licence or arrangement between
Provider and a Third Party, under which services or goods
are provided to Provider and used in or relied upon by
Provider for the provision of a Service;
means the 12 month period commencing on the date of this
Agreement and thereafter each successive 12 month period
(or part thereof) commencing on an anniversary of the date of
this Agreement;
has the meaning given in section 450 of the Corporation Tax
Act 2010, and “controlling” and “controlled by” shall be
Cost
Current Official Mail
Services Agreement
Dependent Service
Element
Detailed Separation Plan
Dispute
Dispute Resolution
Procedures
Employee Liability
Information
Estimated Third Party
Costs
Estimate Notice
Event of Force Majeure
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interpreted in accordance with that definition;
means a cost, charge, expense, fee, amount, liability
(including any Tax liability) or obligation to pay or discharge
an obligation including (for the avoidance of doubt) such part
of any such cost or other sum as represents Irrecoverable
VAT in the hands of the person incurring (or, for VAT
purposes, treated as incurring) such cost or other sum;
means each written agreement or arrangement that has been
entered into prior to the date of this Agreement between any
member of Provider Group and any member of Recipient
Group in respect of the provision of any Official Mail Services
or services that are substantially similar to any Official Mail
Services;
means any Service (or part thereof) which is dependent on
the receipt or maintenance of a Third Party Consent;
has the meaning given to it in Clause 14.4(C) (Separation
Plans);
has the meaning given to it in Clause 43.1 (Dispute
Resolution);
means the dispute resolution procedures set out in Clause 43
(Dispute Resolution), Clause 44 (Arbitration) and Clause 45
(Conduct of Disputes);
has the meaning set out in Regulation 11 TUPE 2006;
has the meaning given to it in sub-paragraph 3(b) of
Schedule 2 (Charges);
has the meaning given to it in Clause 12.6 (Separation and
Recurring Stranded Costs);
means, in relation to either Party, a circumstance beyond the
reasonable control of that Party, including, but not limited to:
(a) acts of God;
(b) acts of civil or military authority;
(c) national emergencies;
(d) fire;
Exit Transferred Employee
(i)
a)
(k)
means:
(a)
(b)
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flood;
catastrophes;
strikes;
wars;
industrial action;
insurrections; and
riots;
Martin Humphreys, Carl Nielsen, Philip Cruise,
Andrew Christie and Carmel McCarthy and any
replacements for any of the aforementioned
individuals whose employment with the Provider or
member of its Group ceases prior to the Relevant
Service Cessation Dates; and
any person employed by Provider or member of its
Group and who is as at the relevant Service
Cessation Date wholly or mainly engaged in the
provision of:
(i) Finance Processing: Credit Management
Centre services (FINO9), subject to a
maximum of 1 employee;
(ii) Finance Processing: Accounts Payable
services (FIN10), subject to a maximum of 1
employee;
(iii) Legal services, subject to a maximum of 4
employee;
(iv) Procurement Service Centre services
(PCT02), subject to a maximum of 2
employees;
(v) Facilities Management and Facilities
Management Contract Manager services,
‘subject to: (a) a maximum of 4 employees;
and (b) the three new area facilities
managers and one facilities management
contract manager roles identified in relation
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Facilities
Facilities Management
Services
Finance Processing
Service
Finance Services
Form of Novation
Agreement
General Separation Plan
Governance Structure
Group
to the field service AFM service and
contract management service for specific
Recipient facilities management contracts
within Facilities Management — Field
Operations and Facilities Management —
Contract Management not being filled, and
the relevant employees not being
transferred onto the Recipient's payroll,
before 1 April 2012;
(vi) Contact Centre services (CONO1), subject
to a maximum of 127 employees save
where Recipient has exercised its right to
seek Additional Contact Centre services
pursuant to Section L of Schedule 1 of this
Agreement; and
(vii) certain Facilities Management Charges
services (FCMO07), subject to a maximum of
116 employees save where Recipient has
exercised its right to seek additional
Facilities Management Charges services;
means the Shared Sites, assets, rights, goods, equipment,
premises, land or properties employed or used by or on
behalf of Provider in connection with the supply of the
Services to Authorised Users and “Facility” means any one
of them;
means all of the Services set out in Section B of Schedule 4
(Services);
means the Service identified in Section A(iv), of Schedule 1
(Services);
means all of the Services identified in Section A of Schedule
4 (Services);
means the form of novation agreement set out in Schedule 9
(Form of Novation Agreement);
has the meaning given to it in Clause 14.4(A) (Separation
Plans);
has the meaning given to it in Paragraph 1.1 of Schedule 3
(Governance and Service Management);
means Provider Group or Recipient Group, as the case may
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High Level Finance and IT
Separation Plan
icc
ICC Rules
Incremental Recurring
Stranded Costs
Indemnified Party
Indemnifying Party
In Flight Exit Costs
In Flight Project
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be;
has the meaning given to it in Clause 14.4(B) (Separation
Plans);
has the meaning given to it in Clause 44.1 (Arbitration);
means the rules of Arbitration of the ICC;
means the Recurring Stranded Costs incurred as a result of
the termination of a Service (or part thereof) prior to the
relevant Service End Date for such Service and which are
incremental to the Recurring Stranded Costs in relation to
such Service (or part thereof) had such Service expired on
the relevant Service End Date for such Service;
has the meaning given to it in Clause 23.1 (Conduct of Third
Party Claims);
has the meaning given to it in Clause 23.1 (Conduct of Third
Party Claims);
means:
(a) in respect of Recipient, the Costs payable or to be
paid by Recipient, or a member of Recipient Group,
to a Third Party in respect of or relating to the
suspension or termination of Recipient's or a
member of Recipient Group's participation in any In
Flight Project which Recipient, or a member of
Recipient Group, would not have incurred but for the
suspension or termination of such participation prior
to completion of the relevant In Flight Project; and
(b) in respect of Provider, the Costs payable or to be
paid by Provider, or a member of Provider Group, to
a Third Party in respect of or relating to the
suspension or termination of any member of
Recipient Group's participation in an In Flight Project
which Provider, or a member of Provider Group,
would not have incurred but for the suspension or
termination of such participation prior to completion
of the relevant In Flight Project;
means:
(a) the projects, enterprises or plans which are being
carried out by, or on behalf of, Provider for the
benefit of Provider Group and any member of
Insolvency Practitioner
Insolvent
Insolvent Party
1 Intellectual Property
Inter-Business Trading
Internal Audit and Risk
Management Service
Internal Charges
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Recipient Group at the date of this Agreement that
are identified in Annexure 1 (In Flight Projects); and
(b) any Projects which are deemed to be In Flight
Projects pursuant to Clauses 5.2, 5.3 and 5.9(A) (In
Flight Projects);
means a person who is qualified to act as an insolvency
practitioner in accordance with the provisions of the
Insolvency Act 1986 or the Postal Services Act 2011;
means, in respect of an entity:
(a) it suspends making payments on any of its debts or
announces an intention to do so;
(b) by reason of actual or anticipated financial
difficulties, it begins negotiations with any creditor for
the rescheduling of any of its indebtedness outside
the ordinary course of business;
(c) it is in breach of any covenant or other term of a loan
or financial facility and a counterparty accelerates, or
calls for repayment of, any outstanding indebtedness
as a result of such breach;
(a) a moratorium is declared in respect of any of its
indebtedness; or
(e) an Insolvency Practitioner has been appointed in
respect of the whole or any part of its business;
has the meaning given to it in Clause 11.6 (Term of this
Agreement);
means trade marks, patents, rights in designs, copyrights and
database rights and topography rights (whether or not any of
these is registered and including applications for registration
of any such thing) and all rights or forms of protection of a
similar nature or having equivalent or similar effect to any of
these which may subsist anywhere in the world;
has the meaning given to it in Clause 8.9(A) (Charges);
means all elements of the Service set out in Section A(i
FINO1 of Schedule 1 (Services);
means a reasonable estimate of the actual costs, expenses,
fees and disbursements which are reasonably likely to be
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Irrecoverable VAT
IT Services
IT Systems
Liability and Liabilities
Long Stop Date
Mails Distribution
Agreement
Mandatory Change
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incurred by any member of Provider Group in connection with
the provision of the Services to Recipient which are
determined in accordance with Paragraphs 1-5 of Schedule 2
(Charges) and, for the avoidance of doubt, excludes In Flight
Exit Costs, Incremental Recurring Stranded Costs, Recurring
Stranded Costs, Separation Costs, Third Party Consent
Costs and Third Party Costs;
means VAT input tax that is not available for credit, under
VAT legislation and regulations, whether by way of a
deduction, repayment or otherwise, in the hands of the
person receiving (or, for VAT purposes, treated as receiving)
the supply on which such input tax is borne;
mean all of the Services identified in Section N of Schedule 1
(Services);
means the information technology and telecommunications
systems (including, without limitation, all hardware, software,
networks and peripherals) of a Party;
includes any award, compensation, damages, fine, loss,
order, penalty, payment made by way of settlement and costs
and expenses reasonably incurred in connection with a Claim
or investigation (including any investigation by the Equality
and Human Rights Commission or any other enforcement,
regulatory or supervisory body and of implementing any
requirements which may arise from any such investigation),
legal costs and expenses are assessed on an indemnity
basis;
means 31 March 2014;
means the Mails Distribution Agreement, dated 19 January
2012, between the Parties;
means:
(a) any matter which is, or is likely to lead to a change in
the specification, standard, scope or level of a
Service; or any other change to a Service (including
to the manner of provision or receipt of a Service), in
each case as provided under the terms of this
Agreement, that is necessary:
(i) in order to ensure that the provision by
Provider or receipt by Recipient of a Service
(or part thereof) is not in breach of
Applicable Law or as a result of a change in
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Mandatory Change
Estimate
Mandatory Operational
Change
Migration Data
Mitigating Party
MOU
MSA Management Board
New Official Mail Services
Agreement
Novation Effective Date
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Applicable Law that affects the provision or
receipt of a Service (or part thereof); or
(ii) in order for Provider to comply with a term of
a Contract (as such term exists at the date
of this Agreement); or
(b) a Mandatory Operational Change;
has the meaning given to it in Clause 5.3 (In Flight Projects);
means any matter which is, or is likely to lead to a change in
the specification, standard, scope or level of a Service; or any
other change to a Service (including to the manner of
provision or receipt of a Service), in each case as provided
under the terms of this Agreement, where:
(a) such change is a consequence of a wider change
being carried out across Provider Group;
(b) any refusal to implement the change by Recipient
would adversely impact Provider Group; and
(c) which Provider considers reasonably necessary for
Recipient to continue to receive a Service (or part
thereof) in accordance with this Agreement;
has the meaning given in Clause 14.15 (Separation Plans);
has the meaning given in Clause 24 (Obligation to Mitigate);
means the memorandum of understanding regarding certain
real estate assets as set out in Annexure 3 (Property
Schedule);
means the forum established pursuant to Paragraph 6 of
Schedule 3 (Governance and Service Management);
has the meaning given in Clause 15.2 (Contact Centre
Services and Official Mail Services);
has the meaning given in the Form of Novation Agreement;
means the Office of Communications or any successor that
assumes its functions in relation to electronic
communications;
Official Mail Services
Opex Costs
Opt-in Date
Other Party
Outsourced Service
Payment
Payment Obligation
Pensions Administration
Agreement
Persistent Breach
Persistent Breach of a
Service
Personnel
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means the group of services that are identified in Paragraph
4 of Schedule 1 (Services) as “Official Mail” and with the
separate service number “OFM01";
means those Costs that Provider incurs in respect of an asset
which Provider treats as operating costs in its financial
statements in accordance with its standard accounting
policies that apply from time to time;
has the meaning given to it in Clause 5.8 (In Flight Projects);
has the meaning given to it in Clause 19.1 (Event of Force
Majeure);
has the meaning given in Clause 20.4 (Contracts and
Consents);
has the meaning given to it in Clause 1.2(K) (Interpretation);
has the meaning given to it in Clause 1.2(K) (Interpretation);
has the meaning given to it in Clause 4.2 (Post-Signing
Services);
means:
(a) a material breach of this Agreement; or
(b) breaches of this Agreement that are repeated
sufficiently often to have a material adverse impact
on the business of the Party that did not cause the
breach;
has the meaning given to it in Clause 11.3 (Term of this
Agreement);
means:
(a) in relation to Recipient, employees, officers,
representatives or agents of Recipient or staff
seconded to Recipient from Provider Group; and
(b) in relation to Provider, employees, officers,
representatives or agents of Provider, who in each
case are not seconded to Recipient and who are not
Third Party Providers;
means the Postal Services Commission or any successor
Post-Signing Services
Post-Signing Services
Charges
Post-Signing Services
Start Date
Procurement Function
J] Procurement Plan
Procurement Plan
Principles
Procurement Service
Procurement Staff
Project
Provider Data
Provider Delay
Provider Dependencies
Provider Entity
Provider Extension Period
Provider Group
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that assumes its functions in relation to postal services;
means the services described in Clause 4.1 (Post-Signing
Services);
has the meaning given to it in Clause 4.4 (Post-Signing
Services);
has the meaning given to it in Clause 4.1 (Post-Signing
Services);
means the function being developed by Recipient and set up
in accordance with the Procurement Plan, which shall
provide for the procurement (in accordance with Applicable
Law) of goods and services by Recipient from Third Parties;
means the plan agreed by the Parties in accordance with
Clause 21 (Procurement Plan);
means those principles set out in Schedule 8 (Procurement
Plan Principles);
means all elements of the Service set out in Section H of
Schedule 1 (Services);
has the meaning given to it in Paragraph 2 of Schedule 8
(Procurement Plan Principles);
means any project, enterprise or plan which relates to the
Services;
means any data which is owned or controlled by RMG or a
member of the RMG Group;
has the meaning given to it in Clause 13.4(B) (Service
Extensions);
has the meaning given to it in Clause 13.3 (Service
Extensions);
has the meaning given to it in Clause 13.3 (Service
Extensions);
has the meaning given to it in Clause 13.4 (Service
Extensions);
means Provider, any company controlling Provider and any
company controlled by Provider, but excluding any company
Provider Records
Quarter
Recipient Contract
Recipient Contract Third
Party
Recipient Data
Recipient Group
Recipient Service
Persistent Breach
Recipient Records
Recoverable VAT
Recurring Stranded Costs
Regulator
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that is part of Recipient Group;
has the meaning given to it in Paragraph 11 of Schedule 2
(Charges);
means each period of three calendar months (or part thereof)
during a Charging Period, with the first Quarter commencing
on the commencement of a Charging Period;
has the meaning given to it in Paragraph 9 of Schedule 2
(Charges);
has the meaning given to it in Paragraph 9 of Schedule 2
(Charges);
has the meaning given to POL Data in the Mails Distribution
Agreement;
means Recipient and any company controlled by Recipient;
has the meaning given to it in Clause 11.4 (Term of this
Agreement);
has the meaning given to it in Paragraph 12 of Schedule 2
(Charges);
means VAT input tax that is available for credit, under VAT
legislation and regulations, either by way of deduction,
repayment or otherwise, in the hands of the person receiving
(or, for VAT purposes, treated as receiving) the supply on
which such input tax is borne;
means the actual Costs (including any Opex Costs and
Amortised Capex Costs) incurred by Provider Group on a
recurring basis as a direct consequence of the termination or
expiry of a Service, or in connection with Shared Sites,
premises, land or property which Recipient Group ceases to
receive the benefit of and, in each case, which Provider
cannot reasonably mitigate, excluding any:
(a) Separation Costs; or
(b) Costs in relation to any employees of Provider Group
who transfer to the employment of Recipient Group, by
way of TUPE 2006 or otherwise;
means:
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Relevant Person
Replacement Service
Security Suspension
Separation
Separation Costs
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(a) Postcomm; and
(b) Ofcom and any other regulatory, administrative,
supervisory or governmental agency, body or
authority (whether regional, national or
supranational) to whose rules, regulations or
guidance Provider or Recipient (or any assets,
resources or business belonging to Provider or
Recipient) is, from time to time, subject or submits or
that otherwise relates to the Services including,
without limitation, any listing authority and any Tax
authority;
has the meaning given to it in Paragraph 1(B) of Schedule 6
(Separation);
means a service, the same or substantially similar to a:
(a) Service (or part thereof) which was dependent on a
Facility (or part thereof) which is transferred to a
Third Party in accordance with Clause 6.2
(Transferring Assets);
(b) Breaking Service;
(c) Dependent Service Element; or
(d) Outsourced Service;
has the meaning given to it in Clause 26.3 (Unauthorised
Use);
has the meaning given to it in Clause 14.1 (Separation
Plans);
means:
(a) in respect of Recipient, one off Costs or other Costs
incurred by a member of Recipient Group in
contracting for, engaging in or arranging or paying
for the receipt of goods, assets or services of a Third
Party in replacement of a Service or the
establishment, setting up or organising of a facility or
asset (be it tangible or intangible) by or on behalf of
Recipient or employing or engaging staff (whether
pursuant to TUPE 2006 or otherwise) or other
persons or sub-contractors to provide services or
goods in replacement of the Services or to effect
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Separation Plans
Separation Principles
Separation Project Director
Service
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Separation; and
(b) in respect of Provider,
(i) one off Costs or other Costs incurred by a
member of Provider Group in connection
with Separation; and
(ii) any termination fees or payments payable to
a Third Party Provider (exclusive of
Recoverable VAT) and incurred by a
member of Provider Group in accordance
with the terms of a Contract in connection
with terminating such Contract (or part of
such Contract) as a result of Separation,
excluding any:
(c) Recurring Stranded Costs;
(d) increased Costs payable or to be paid by Provider,
or a member of Provider Group, to a Third Party in
accordance with a Contract as a result of a change
to volume discounts in respect of goods and/or
services provided by that Third Party to Provider or
a member of Provider Group which arises as a
result of Separation, or
(e) one off or other Costs incurred in connection with
the physical separation of any Shared Sites,
premises, land or properties;
mean the General Separation Plan, the High Level Finance
and IT Separation Plan and the Detailed Separation Plan(s),
and “Separation Plan" means any one of them;
means the principles set out in Paragraph 4 of Schedule 6
(Separation);
has the meaning given to it in Clause 14.3 (Separation
Plans);
means:
(a) each of the following services described in Schedule
4 (Services):
(i) Finance — Internal Audit and Risk
20
(ii)
(ii)
(iv)
(v)
(vi)
(vil)
(viii)
(x)
®)
(xi)
xii)
aii)
(xiv)
(xv)
(xvi)
(xvii)
(xviii)
(xix)
(xx)
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Management;
Finance — Chief Accountant;
Finance — Facilities Management;
Finance — Processing;
Finance — Treasury and Taxation —
Corporation Tax;
Finance — Treasury and Taxation — VAT;
Finance — Treasury and Taxation —
Employment Tax;
Finance — Treasury and Taxation — Stamp
Duty Land Tax;
Finance — Treasury and Taxation —
Treasury;
Finance — Treasury and Taxation — Treasury
(Insurance);
Finance — Treasury and Taxation — Treasury
Disclosures;
Finance — Treasury and Taxation - HR
Support;
Finance — Treasury and Taxation — Medical
Insurance Arrangements;
Facilities Management;
Facilities Management — Charges;
Fuel;
Fleet Support;
Company Secretary;
HR;
Print Management;
Service Cessation Date
Service End Date
(xxi)
(xxi)
(xxiii)
(xxiv)
(xxv)
(xvi)
(xxvii)
(xxviii)
(xxix)
(xxx)
(xxxi)
(xxxii)
(xxxiii)
(xxiv)
(xxv)
(xxxvi)
(xxxvii)
(xxxviil)
(xxix)
(xl)
ali)
Storage;
Procurement;
Property Management;
Physical Security;
Information Security;
Contact Centre;
Services to Cease;
IT - RMG Infrastructure;
IT -IT Desktop and Printing;
IT - Technology Tools;
IT — Network services V4;
IT - Projects Support;
IT - Commercial;
IT - Communications;
IT — E-Business;
IT — Finance Systems;
IT - Supply Chain and Fleet;
IT-HR;
IT — Legal/Company Secretary/Regulation;
IT — Property and Facilities;
IT - Service Desk; and
(b) any Post-Signing Service;
means the date that any Service (in whole or in part)
terminates or expires;
means in respect of:
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Service Failure
Service Level Standard
Services to Cease
Shared Site
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(a) each Service set out in Schedule 1 (Services) (save
as otherwise provided in this Agreement and subject
to paragraph (b) below) the date or notice period set
out in Schedule 1 (Services) against each Service in
the “Service End Date” row or, if earlier, any date
agreed for the expiry of the relevant Service in the
relevant Separation Plan;
(b) the IT Services and the Finance Services (save for
the Short Term Finance Services), the respective
expiry date for each such Service (or part thereof),
specified in a notice served pursuant to Clause 10.2
(Termination of Services); or
(c) each Post-Signing Service, the date specified in or
agreed pursuant to Clause 4.5 (Post-Signing
Services),
in each case, as extended pursuant to Clause 13.1, Clause
13.4 (Service Extensions) and/or determined by the MSA
Management Board pursuant to Clause 13.5 (Service
Extensions);
means a failure by Provider to supply, or procure the supply
of, any Service in accordance with this Agreement;
means (unless provided otherwise in this Agreement or in the
relevant Separation Plan or unless otherwise agreed by the
Parties) in respect of: (a) each Service, save for the Contact
Centre Services, a scope, manner and standard (in terms of
specification, performance and availability levels) in all
material respects equivalent to the scope and standard to
which such Service was supplied in the 12 month period
immediately prior to the date of this Agreement; and (b) the
Contact Centre Services, the service standards (in terms of
specification, performance and availability levels) specified in
Section L of Schedule 1 (Services) in respect of such
Services;
means all of the Services set out in Section M of Schedule 1
(Services);
means:
(a) a premises owned or leased by Provider or a
member of Provider Group, of which Recipient or a
member of Recipient Group occupies the whole or
any part at the date of this Agreement; or
23
Short Term Finance
Services
Solvent Party
Sub-Contractor
Successor Provider
Tax
(b) a premises owned or leased by Recipient or a
member of Recipient Group, of which Provider or a
member of Provider Group occupies the whole or
any part at the date of this Agreement;
means all of the Finance Services set out in:
(a) FINO1 (Finance - Internal audit and risk management);
(b)FIN12 (Finance - Treasury and Taxation - Corporation
Tax);
(c) FIN14 (Finance - Treasury and Taxation - VAT);
(d) FIN15 (Finance - Treasury and Taxation - Employment
Tax);
(e) FIN16 (Finance - Treasury and Taxation - Stamp Duty
Land Tax);
(f) FIN17 (Finance - Treasury and Taxation - Treasury);
(g) FIN18 (Finance - Treasury and Taxation - Treasury
(Insurance));
(h) FIN19 (Finance - Treasury and Taxation - Treasury
Disclosures);
(i) FIN20 (Finance - Treasury and Taxation - HR Support);
and
(j) FIN21 (Finance - Treasury and Taxation - Medical
Insurance Arrangements);
has the meaning given to it in Clause 11.6 (Term of this
Agreement);
means each person or entity to whom a Party delegates the
performance of any of its obligations under this Agreement;
means a person succeeding Provider or any member of
Provider Group in the provision or operation of any of the
Services or any part thereof or services similar to the
Services or any part thereof including, without limitation, a
member of Recipient Group;
means all forms of taxation, whether of the United Kingdom
or elsewhere, including income tax (including income tax or
amounts equivalent to or in respect of income tax required to
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be deducted or withheld from or accounted for in respect of
any payment), corporation tax, advance corporation tax,
capital gains tax, inheritance tax, value added tax, customs
I and other import or export duties, excise duties, transfer
taxes or duties, National Insurance, social security or other
similar contributions, and any interest, penalty, surcharge or
fine relating to such taxation;
Tax Services means those parts of the Treasury and Taxation Services
related to Tax;
Tender means a tender for the provision of goods and/or services;
) Third Party means any person that is not a member of either Provider
Group or Recipient Group;
4 Third Party Consent Costs —_ has the meaning given to it in Clause 16.3 (Third Party
Consents);
Third Party Consents means such consents, licences, permits, approvals of, and
any agreements with, Third Parties necessary for the
I } provision and/or receipt of the Services;
Third Party Costs means the Costs payable or to be paid by Provider, or a
member of Provider Group, to a Third Party in respect of or
relating to the provision of a Service or Replacement Service
) (as applicable) to Recipient during a Charging Period but
excluding In Flight Exit Costs, Incremental Recurring
Stranded Costs, Recurring Stranded Costs, Separation Costs
and Third Party Consent Costs;
Third Party Loss has the meaning given to it in Clause 18.1 (Liability in
Respect of Third Party Providers);
J ‘ Third Party Provider means a Third Party that is a counterparty to a Contract;
Transaction means Her Majesty's Government ceasing to have direct or
indirect Control of Provider;
Transaction Date means the date on which the Transaction completes;
Transfer Scheme has the meaning given to it in Clause 6.5 (Transferring
Assets);
Treasury and Taxation means those Finance Services set out in Section A(v) to
Services Acxiii);
TSA Driver means a person appointed in accordance with Paragraph 3
I 25
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of Schedule 3 (Governance and Service Management);
TUPE 2006 means the Transfer of Undertakings (Protection of
Employment) Regulations 2006;
Unauthorised Use means any access or use by a Party (or any member of that
VAT
Party's Group, or its Personnel, Sub-Contractors and/or
Authorised Users) of the IT Systems of the other Party or of
any other member of the other Party's Group or any access,
use or disclosure of any information, data or code (whether
source code or object code) which is contained in, or utilised
by, the IT Systems of the other Party or of any other member
of the other Party's Group, which (in each case) is not
expressly permitted by this Agreement or is outside the scope
of its intended use under this Agreement (having regard to its
use during the 12 month period prior to the date of this
Agreement) or is outside the scope of an applicable Third
Party Consent (if relevant); and
means any value added tax imposed under the Value Added
Tax Act 1994 or any other legislation implementing the
Directive of the Council of the European Union on the
common system of value added tax (Directive 2006/112 EC)
and any legislation supplemental thereto.
In this Agreement, unless otherwise specified:
(A)
(8)
(C)
(D)
(E)
references to Clauses, Schedules and Annexures are to Clauses of and to Schedules and
Annexures to this Agreement;
a reference to a statute or statutory provision shall be construed as a reference to the
same as it may have been, or may from time to time be, amended, modified or re-enacted;
references to a “company” shall be construed so as to include any company, corporation or
other body corporate, wherever and however incorporated or established;
teferences to a “person” shall be construed so as to include any individual, firm, company,
government, state or agency of a state or any joint venture, association or partnership
(whether or not having separate legal personality);
references to writing shall include any modes of reproducing words in a legible and non-
transitory form but shall exclude electronic mail;
references to times of the day are to London time and references to a month are toa
calendar month;
headings are for convenience only and do not affect the interpretation of this Agreement;
26
1.3
(H)
(l)
(J)
(kK)
()
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the words “including”, “include”, “in particular” and words of similar effect shall not be
deemed to limit the general effect of the words that precede them;
where the context so permits or requires, words importing the singular shall include the
plural and vice versa;
references to “indemnify” and “indemnifying” any person against any circumstance include
indemnifying and keeping him harmless on an after-Tax basis from all actions, claims,
demands and proceedings from time to time made against that person and all liabilities,
loss, damages, payments, costs and expenses made or incurred by that person to the
extent that they arise directly or indirectly in consequence of that circumstance;
a reference to indemnifying any person on an “after-Tax basis” (the “Payment Obligation’)
means that the amount payable pursuant to such Payment Obligation (the “Payment’)
shall be calculated in such a manner as will ensure that, after taking into account:
(i) any Tax required to be deducted or withheld from the Payment;
(ii) the amount and timing of any additional Tax which becomes payable by the
recipient of the Payment as a result of the Payments being subject to Tax in the
hands of the recipient of the Payment; and
(iii) the amount and timing of any Tax benefit which is obtained by the recipient of the
Payment to the extent that such Tax benefit is attributable to the matter giving rise
to the Payment Obligation or to the receipt of the Payment,
(which amount and timing is to be determined by the auditors of the recipient at the shared
expense of both parties and is to be certified as such to the party making the Payment), the
recipient of the Payment is in the same position as that in which it would have been if the
matter giving rise to the Payment Obligation had not occurred; and
any notice, appointment or consent or agreement between the Parties made pursuant to or
in connection with this Agreement, shall be in writing.
Subject to Clause 7.5 (Communications), if there is any conflict or ambiguity between any of the
sections of this Agreement set out below or any other document referred to in this Agreement, the
sections and the other documents shall be applied in the following order of precedence with the
sections or documents higher in the order of precedence prevailing over the Parties:
(A)
(B)
(Cc)
(D)
the Clauses; then
the Schedules; then
the Annexures; then
any other document referred to in this Agreement.
27
24
2.2
2.3
3.1
3.2
3.3
44
4.2
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SERVICES
With effect from the date of this Agreement (or, if later, the date a service becomes a Service under
this Agreement) and subject to the terms of this Agreement, Provider shall provide, or procure the
provision of, the Services to each Authorised User and each Service shall be provided until its
Service End Date.
Subject to Clause 2.3, in consideration for the Services provided to it, Recipient shall pay Provider
the Annual Charges.
It is acknowledged and agreed that the amount of the Internal Charges in respect of Services to be
provided in the Charging Period from 1 April 2011 up to and including 31 March 2012 are agreed,
Accordingly, Paragraphs 1 to 5 of Schedule 2 (Charges) shall not apply to the calculation of such
Internal Charges.
PERFORMANCE
Provider shall provide or procure the provision of each Service to each Authorised User to the
Service Level Standard. Nothing in this Agreement, including Schedule 4 (Performance), shall
require Provider to provide or procure the provision of any Service in a manner or to a standard
more onerous than such Service Level Standard.
Subject to Clause 3.1 in respect of the availability of the Services, Provider shall treat the members
of Recipient Group no less favourably than any of the businesses of Provider and/or any member
of Provider Group.
The Parties shall co-operate, and shall procure that the members of their respective Groups co-
operate, with each other in the provision and receipt of the Services (as the case may be) and in
performing their other obligations under this Agreement, in a manner and to an extent, in all
material respects, equivalent to the manner and extent the Parties and the members of their
respective Groups co-operated with the other in the 12 month period immediately prior to the date
of this Agreement.
POST-SIGNING SERVICES
Subject to Clause 4.2, if, after the date of this Agreement and on or prior to 31 March 2012,
Recipient identifies any service (being a service that is not set out in Schedule 1 (Services)) that
any Authorised User had been receiving which was provided by or on behalf of Provider in the 12
months prior to the date of this Agreement and such service is not provided pursuant to this
Agreement, Provider shall, from a date appointed by Recipient in writing (acting reasonably)
(‘Post-Signing Services Start Date") provide those services or a substantially equivalent service
(‘Post-Signing Services’).
Provider acknowledges that it provides the pensions administration services, including the pensions
helpline, pursuant to the administration agreement between Royal Mail Pensions Trustee Limited
and Provider dated on or about 1 April 2005 (‘Pensions Administration Agreement’) and shall
continue to provide such services to Royal Mail Pensions Trustee Limited in accordance with the
Pensions Administration Agreement until such agreement terminates or expires in accordance with
its terms. Such services shall be excluded from the scope of Clause 4.1 and nothing in this
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Agreement is intended to give Recipient or any Authorised User any rights that Recipient or any
Authorised User would not otherwise have (if any) under the Pensions Administration Agreement.
43 The Post-Signing Services shall not include:
(A) any services which are provided pursuant to the terms of another written agreement
between Provider (or any member of Provider Group) and Recipient (or any other member
of Recipient Group); and
(B) services which Provider has stopped providing to members of Provider Group and
Recipient Group at the date of this Agreement.
44 Subject always to Paragraph 2 of Schedule 2 (Charges), the Post-Signing Services shall be
charged on an equivalent basis to the Services set out in Schedule 1 (Services) (‘Post-Signing
Services Charges") and shall otherwise be subject to the terms of this Agreement. Provider shall
in accordance with Paragraphs 3 and 6 of Schedule 2 (Charges) be entitled to adjust the monthly
amount payable in respect of the Annual Charges to reflect:
(A) any Third Party Costs incurred in respect of the provision of the Post-Signing Services from
the date the relevant Post-Signing Services are provided in accordance with Clause 4.1 up
to 31 March 2012 (excluding any such Third Party Costs that have been included as part of
the Annual Charges for the Charging Period from 1 April 2011 up to and including 31 March
2012); and
(B) the Post Signing Services Charges after 31 March 2012.
4.5 Subject to Clause 13.1, Clause 13.4 and Clause 13.5 (Service Extensions), the Post-Signing
Services shall terminate on the Long Stop Date (or such other date as the Parties may agree)
5. IN FLIGHT PROJECTS
Current Projects
5.1 Recipient shall bear its proportion of the Opex Costs and Amortised Capex Costs of assessing and
implementing each In Flight Project that is identified in Annexure 1 (In Flight Projects) and deemed
to be an In Flight Project in accordance with Clause as such proportion has been determined in
the Business Case for such In Flight Project. If the Business Case does not amortise the Capex
Costs or such proportion has not been determined in the Business Case, Recipient shall bear a just
and equitable proportion, as determined by the MSA Management Board in accordance with
Schedule 3 (Governance and Service Management), of Provider Group's Opex Costs and Capex
Costs (which shall be amortised (for the estimated useful life of the assets subject of the relevant In
Flight Project, as such period is determined in accordance with Provider's standard accounting
policies that apply from time to time) for the purposes of calculating the just and equitable
proportion payable by Recipient) of assessing and implementing such In Flight Project at such time
as those Costs are payable by Provider Group.
5.2 If, on or prior to 31 March 2012, Provider identifies any Project which is not set out in Annexure 1
(In Flight Projects) but which was approved by a member of Provider Group prior to the date of this
Agreement, such Project shall be deemed to be an In Flight Project. Provider shall, as soon as
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reasonably practicable after it has identified such Project, notify Recipient of the intended
completion date of such In Flight Project and provide a description of such In Flight Project.
Mandatory Change Projects
5.3
5.4
5.5
5.6
Subject to Clause 5.5, if Provider undertakes any Project in respect of a Mandatory Change, such
Project shall be deemed to be an In Flight Project and Recipient shall bear a just and equitable
proportion of the Opex Costs and the Amortised Capex Costs of assessing and/or implementing
those parts of such In Flight Project that Recipient participates in, such proportion to be determined
based on the proportion of Recipient Group's anticipated use of such In Flight Project as it relates
to the overall use by Provider Group and Recipient Group (taken together) of such In Flight Project
and the period of time that Recipient is receiving a Service in relation to such In Flight Project,
provided that Provider shall, to the extent reasonably practicable, provide a notice to Recipient:
(A) at least 20 Business Days prior to undertaking such In Flight Project;
(B) identifying the date(s) that Provider intends to undertake each part of such In Flight Project
that Recipient shall participate in;
(C) identifying material resources (if any) which Recipient may be required to provide to
Provider in order to assess and/or implement each part of such In Flight Project that
Recipient shall participate in;
(D) setting out a description of the relevant Mandatory Change; and
(E) providing an estimate in respect of Recipient's just and equitable proportion of the Opex
Costs and the Amortised Capex Costs of assessing and/or implementing each part of such
In Flight Project that Recipient shall participate in (‘Mandatory Change Estimate’).
Where, in accordance with Provider's standard accounting policies which apply from time to time,
payment of the relevant Opex Costs or Amortised Capex Costs are deferred until such time as
Recipient Group is no longer receiving a Service to which a Project in respect of a Mandatory
Change relates, Recipient shall bear a just and equitable proportion of the Opex Costs and
Amortised Capex Costs in accordance with Clause 5.3 notwithstanding that Recipient Group has
ceased to receive the relevant Service.
If Recipient receives a notice from Provider in accordance with Clause 5.3 for a Project in respect
of a Mandatory Operational Change and Recipient does not wish to participate in such Project,
Recipient may refer such dispute to the MSA Management Board, which shall determine whether
Recipient is obliged to participate in such Project in accordance with Schedule 3 (Governance and
Service Management). If the MSA Management Board does not reach a determination within 10
Business Days of the matter being referred to it, either Party shall have the right to escalate the
matter to the Parties’ CEOs in accordance with Schedule 3 (Governance and Service
Management). If the matter is escalated to the Parties’ CEOs and the CEOs do not reach a
determination within 10 Business Days of the matter being referred to them, Recipient shall be
required to participate in the relevant Project.
Where a Project in respect of a Mandatory Operational Change is required to be implemented as a
matter of urgency and it is not reasonably practicable for Provider to provide Recipient with a notice
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in accordance with Clause 5.3 or to escalate the matter to the MSA Management Board and/or the
Parties’ CEOS in advance of commencement of the implementation of the Project in respect of the
Mandatory Operational Change, Recipient shall participate in such Project. Provider shall provide
the notice required under Clause 5.3 as soon as reasonably practicable after the commencement of
such Project. If, subsequent to the commencement of Recipient's participation in such Project,
Recipient refers the Project to the MSA Management Board under Clause 5.5 and the MSA
Management Board and the Parties’ CEOs (if applicable) determine that Recipient is not obliged to
participate in such Project, Recipient shall be entitled to exit such Project at no Cost to Recipient.
5.7 If:
(A) notice to terminate a Service (in whole or part) is served in accordance with the terms of
this Agreement prior to Provider notifying Recipient of its intention to implement a Project in
respect of a Mandatory Operational Change in relation to such terminating Service in
accordance with Clause 5.3; or
(B) the Service End Date for a Service, in respect of which a Project for a Mandatory
Operational Change relates, expires prior to the scheduled implementation date for such
Project,
Clause 5.3 shall not apply and Provider shall exclude members of Recipient Group from any
Project implementing Mandatory Operational Changes in respect of the relevant Service (or part
thereof) for which notice to terminate has been served under Clause 5.7(A) or for which the Service
End Date expires prior to the scheduled Project implementation date under Clause 5.7(B) (as the
case may be).
Future Optional Projects
5.8 If, from the date of this Agreement, Provider intends to undertake any Projects which are not In
Flight Projects which are identified in Annexure 1 (In Flight Projects) or referred to in Clauses 5.2 or
5.3, Provider shall, to the extent reasonably practicable, provide a notice to Recipient:
(A) at least 20 Business Days prior to implementing such Project;
(B) identifying the date that Provider intends to implement such Project;
(C) identifying material resources (if any) which Recipient may be required to provide to
Provider in order to assess and/or implement such Project;
(D) setting out a description of such Project;
(E) identifying any Service (or part thereof) which shall be affected by Recipient's lack of
participation in such Project (‘Affected Services”) and the date that the Affected Services
shall terminate if Recipient does not participate in such Project ("Affected Service
Termination Date”);
(F) identifying the date by which Recipient must notify Provider that it wishes to participate in
such Project (“Opt-in Date”), which shall be no less than 4 Business Days prior to the date
referred to in Clause 5.8(B); and
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5.9
(G)
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providing an estimate in respect of Recipient's just and equitable proportion of the Opex
Costs and Amortised Capex Costs of assessing and implementing such Project.
If Recipient:
(A)
(B)
Exit Costs
5.10
5.11
notifies Provider by the Opt-in Date that it wishes to participate in a Project referred to in
Clause 5.8, such Project (or relevant part thereof) shall be deemed to be an In Flight
Project and Recipient shall bear a just and equitable proportion of the Opex Costs and
Amortised Capex Costs of assessing and implementing those parts of such In Flight
Project that Recipient participates in, for the period of time that Recipient is receiving a
Service in relation to such In Flight Project; or
notifies Provider by the Opt-in Date that it does not wish to participate in any Project
referred to in Clause 5.8 or does not provide a response to Provider by the Opt-in Date,
such Project shall not be deemed to be an In Flight Project.
Recipient may:
(A)
(B)
by providing written notice to Provider, request an estimate of Provider's In Flight Exit
Costs in respect of an In Flight Project (such notice shall specify the In Flight Project that
Recipient wishes to suspend or terminate its participation in, the date that Recipient wishes
to suspend or terminate its participation and such other information as Provider may
reasonably request). Provider shall provide such estimate to Recipient in writing no later
than 20 Business Days after the date of Recipient's notice; and
save in respect of In Flight Projects referred to in Clause 5.1 which are identified in
Annexure 1 (In Flight Projects) as mandatory projects and In Flight Projects referred to in
Clause 5.3, suspend or terminate its participation in an In Flight Project by providing no
less than 20 Business Days’ written notice to Provider provided that, if it does so, Recipient
shall reimburse Provider for all Provider's In Flight Exit Costs in respect of such In Flight
Project.
Provider may:
(A)
(8)
by providing written notice to Recipient, request an estimate of Recipient's In Flight Exit
Costs in respect of an In Flight Project (such notice shall specify the In Flight Project that
Provider wishes to suspend or terminate, the date that Provider wishes to suspend or
terminate such In Flight Project and such other information as Recipient may reasonably
request). Recipient shall provide such estimate to Provider in writing no later than 20
Business Days after the date of Provider's notice; and
‘suspend or terminate an In Flight Project by providing no less than 20 Business Days’
written notice to Recipient provided that, if it does so, Provider shall reimburse Recipient
for all Recipient's In Flight Exit Costs in respect of such In Flight Project.
32
5.12
6.2
6.3
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If both Parties agree in writing to suspend or terminate an In Flight Project, the Parties shall agree a
just and equitable allocation of the Costs which arise in connection with suspension or termination
of such Project.
TRANSFERRING ASSETS
To the extent that any Facility or Contract (or part thereof) is necessary for the provision by Provider
to Recipient of any Service (or part thereof) under this Agreement and all or part of such Facility or
Contract is transferred out of the control of Provider at any time following the date of this
Agreement to a member of Recipient Group in accordance with a Separation Plan, or as otherwise
agreed by the Parties, such that Provider is no longer able to provide any Service (or part thereof),
provision of the Service (or part thereof) which is affected by the transfer of the Facility or Contract
shall immediately terminate upon the date of such transfer. Notwithstanding this Clause 6.1,
Provider acknowledges that if a Shared Site, or any other premises, land or property is transferred
out of its control to a member of Recipient Group, such transfer shall not affect the provision by
Provider of any of the Facilities Management Services provided that Recipient provides, or
procures the provision, of such access to the relevant Shared Site, or other premises, land or
property and any utilities, facilities or other resources at such Shared Site, or other premises, land
or property which is reasonably required for the provision of the Facilities Management Services.
Subject to Clause 6.3, if Provider, or any member of Provider Group, intends to transfer any Facility
(or part thereof) to a Third Party such that Provider, or any member of Provider Group, is no longer
able to provide any Service (or part thereof), it shall notify Recipient as soon as reasonably
practicable of its intention to transfer such Facility (or part thereof) to a Third Party and to the extent
that any such Facility (or part thereof) is transferred to a Third Party:
(A) Provider shall continue to provide the relevant Service (or part thereof), or on or before the
date the Facility (or part thereof) is transferred to a Third Party, Provider shall procure the
provision of a Replacement Service and shall bear all procurement Costs incurred by it in
connection with the performance of its obligations pursuant to this Clause 6.2(A) (including
the legal costs incurred in respect of running the procurement process);
(B) any relevant Internal Charges shall: (i) continue to be payable if Provider continues to
provide the relevant Service (or part thereof); or (ii) if Provider procures the provision of a
Replacement Service, cease to be payable in accordance with Clause 12.10(A)
(Separation and Recurring Stranded Costs);
(C) Recipient shall pay all Third Party Costs in respect of the provision of the relevant
Replacement Service in accordance with Schedule 2 (Charges); and
(D) each Party shall bear any Separation Costs incurred by it in connection with the
circumstances specified in this Clause 6.2.
If it is not reasonably possible to continue to provide the relevant Service (or part thereof) or
procure the provision of a Replacement Service in the circumstances specified in Clause 6.2:
(A) prior to the date the Facility (or part thereof) is transferred to a Third Party, Provider shall
run a procurement process on behalf of Recipient, at Provider's Cost (and such Costs shall
include the legal costs incurred in respect of running the procurement process) and shall
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use all reasonable endeavours to procure alternative goods or services to a specification
and on terms specified by Recipient in accordance with the Agreed Procurement Process;
(B) unless otherwise agreed in writing by the Parties, Recipient shall enter into a replacement
contract with a Third Party in Recipient's name in respect of the relevant goods and/or
services in accordance with the Agreed Procurement Process;
(C) the Internal Charges in respect of the relevant Service shall cease to be payable in
accordance with Clause 12.10(A) (Separation and Recurring Stranded Costs);
(D) Recipient shall pay all charges due to Third Parties in respect of the provision of the
relevant goods and/or services in accordance with Schedule 2 (Charges);
(«) each Party shall bear any Separation Costs incurred by it in connection with the
circumstances specified in this Clause 6.3; and
(F) Provider's obligation to continue to provide the relevant Service (or part thereof) or procure
the Replacement Service shall terminate on the earlier of: (i) the date that the relevant
Facility is transferred to a Third Party; and (ii) the date that the Third Party to the
replacement contract is obliged to provide the alternative goods or services to Recipient,
save in respect of Provider’s obligation specified in Clause 6.3(A), Provider shall have no
liability under this Agreement for its failure to procure a Replacement Service.
The Parties acknowledge and agree that this Clause 6 (Transferring Assets) and the MOU, which
the Parties acknowledge sets out the principal commercial terms agreed between the Parties in
respect of property related separation issues but is not legally binding, represents the sum of the
terms agreed between them in relation to the Shared Sites.
Each Party will procure that the provisions of the MOU including the dispositions of estates and
interests in land are implemented and will act reasonably and in good faith and use its best
endeavours to do so by way of a transfer scheme under the Postal Services Act 2011 (the
“Transfer Scheme’) to be put in place as soon as reasonably practicable to take effect as of 26
March 2012 (or such other later date as is agreed between the Parties acting reasonably) failing
which in such other manner as the Parties, acting reasonably, shall agree.
The Parties will continue with the programme of preparation of separation surveys and site plans
for each of the Shared Sites with a view to completing that work as soon as reasonably practicable.
From the date of this Agreement until 26 March 2012 the Parties’ occupation of the Shared Sites
shall continue to be governed by the intercompany charging arrangements existing at the date of
this Agreement and each Party shall permit the other to occupy the Shared Sites as currently
permitted.
From and including 26 March 2012 until the effective date of the Transfer Scheme (or other agreed
manner of disposition) in respect of a Shared Site, the Parties’ occupation of such Shared Site shall
be governed by the intercompany charging arrangements for the financial year 2012-2013, which
are to be agreed by the Parties acting reasonably and which shall exclude any amounts attributable
to rent payable in respect of occupation of a Shared Site but shall include all other occupational
costs usually included within the intercompany charging arrangements (the “2012-13
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Arrangements”) and each Party shall permit the other to occupy the Shared Sites as currently
permitted.
From and including the effective date of the Transfer Scheme in respect of a Shared Site, the
Parties’ occupation of such Shared Site shall be as provided for in the Transfer Scheme and any
relevant documentation arising out of the Transfer Scheme, provided that:
(A) the charges payable under the 2012-13 Arrangements shall remain payable for the whole
of that financial year;
(B) any service charge regimes under any leases of any Shared Sites due to be put in place
under the Transfer Scheme shall not commence until 26 March 2013; and
(C) there shall be no double-counting of any amount or head of charge to the extent there is
any duplication between amounts payable under the 2012-13 Arrangements and any other
provision of this Agreement.
COMMUNICATIONS
Each Party shall appoint a person as its “Communications Director’ and an alternate on or before
4 April 2012 and shall immediately notify the other Party of such appointments. Either Party may
change the identity of its Communications Director by way of 5 Business Days’ written notice to the
other.
Recipient shall ensure that all corporate communications and announcements to be made by
Recipient or any member of Recipient Group or any Third Party on behalf of Recipient or any
member of Recipient Group, in each case prior to 1 April 2012, shall only be made with the prior
written consent of the Provider's Communications Director.
The Parties acknowledge that their brands impact on each other in the minds of the public, press
and politicians and that they have linked reputational issues.
At the end of each calendar month each Party's Communications Director shall discuss with the
other Party's Communication Director its plan for communications to the public and customers
(‘Communications Plan”) where such communication is relevant to the relationship between the
Parties. Each Communications Director shall, to the extent permitted by Applicable Law, in good
time prior to any announcement which is directly relevant to the other Party:
(A) notify the other Party of such announcements;
(B) provide an advance copy of all such announcements, including internal and external
communications and press releases; and
(C) consider in good faith any substantive comments received from the other Party prior to
making such announcement.
For the avoidance of doubt, this Clause 7 shall not prevail over clause 6 of the Mails Distribution
Agreement.
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This Clause 7 shall cease to be effective on the Transaction Date or such other date as the Parties
may agree.
CHARGES
General
8.1
8.2
8.3
8.4
8.5
8.6
Recipient shall pay the Charges and all other sums payable by Recipient pursuant to this
Agreement in accordance with this Clause 8.
The Annual Charges payable by Recipient are to be determined and allocated on the basis of, and
in accordance with, Schedule 2 (Charges) and Recipient shall use all reasonable endeavours to
assist Provider in order for Provider to undertake the calculations necessary to determine the
relevant Third Party Costs.
All sums payable by one Party to another Party under this Agreement shall be paid free and clear of
all deductions, withholdings or encumbrances whatsoever, save only as may be required by
Applicable Law. If any deductions or withholdings are required by Applicable Law to be made from
any of the sums payable under this Agreement, the payer shall be obliged to pay to the payee such
sum as will, after the deduction or withholding has been made, leave the payee with the same
amount as it would have been entitled to receive in the absence of any such requirement to make a
deduction or withholding.
If the payee receives a credit for or refund of any Tax payable by it or similar benefit by reason of
any deduction or withholding made under Applicable Law then it shall reimburse to the payer such
part of such additional amounts paid to it pursuant to Clause 8.3 above as the payee certifies to the
payer will leave it (after such reimbursement) in no better and no worse position than it would have
been if the payer had not been required to make such deduction or withholding.
Any sum payable under this Agreement by one Party to another Party is exclusive of any amount in
respect of any VAT chargeable on the supply for which that sum is the consideration and,
accordingly:
(A) if anything done by Provider pursuant to this Agreement (including, without limitation, the
performance by Provider of any of the Services) is a supply on which VAT is chargeable,
Recipient shall pay to Provider, in addition to any amounts otherwise payable under this
Agreement, an amount equal to any VAT so chargeable against delivery of a valid VAT
invoice; and
(B) if anything done by Recipient pursuant to this Agreement is a supply on which VAT is
chargeable and that is made (or, for VAT purposes, treated as made) to a member of
Provider Group, Provider shall pay to Recipient, in addition to any amounts otherwise
payable under this Agreement, an amount equal to any VAT so chargeable against delivery
of a valid VAT invoice.
For the avoidance of doubt, the provisions of Clause 8.5 shall have effect both in the case where
anything done by either Party is a supply on which VAT is chargeable at the date of entering into
this Agreement and in the case where anything done by either Party becomes a supply on which
VAT is chargeable only as from a future date, the latter case including (without limitation) where
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anything so done becomes a supply on which VAT is chargeable in consequence of Provider and
Recipient ceasing, for any reason, to be members of the same group of companies for VAT
purposes.
Unless expressly permitted otherwise under this Agreement, all payments made under this
Agreement shall be made in full without any set-off, restriction, condition and without any deduction
for or on account of any counterclaim.
All amounts payable under this Agreement shall be paid in pounds sterling, and unless otherwise
agreed in writing by the Parties, via BACS or an equivalent payment system.
Charging Mechanics Pre Transaction Date
8.9
8.10
The Parties acknowledge that the following are the payment mechanics in place at the date of this.
Agreement in respect of sums due to Provider in connection with the provision of services
equivalent to the Services:
(A) 5 Business Days prior to each accounting period end, Provider raises a charge in respect
of the amounts owing by Recipient in connection with the provision of services equivalent
to the Services and all other trading between Provider Group and Recipient Group (“Inter-
Business Trading’) through Provider's finance system;
(B) on or prior to the second Business Day after each accounting period end, all charges
payable in respect of Inter-Business Trading are set off and any amount owing by one
Party to the other Party is recorded by Provider in the ledger known as the “Internal
Funding Account”; and
(C) on or prior to the tenth Business Day after each financial month end, the net amount owing
by a Party to the other Party is paid using BACS or an equivalent payment system.
The Annual Charges in respect of each month for Services provided from the date of this
Agreement to the Transaction Date and all other Charges payable by Recipient to Provider
pursuant to this Agreement up to the Transaction Date shall be payable in accordance with the
payment mechanics described in Clause 8.9.
With effect from 1 April 2012 up to the Transaction Date, Provider shall provide Recipient with a
summary of the Annual Charges and all other Charges payable by Recipient to Provider pursuant
to this Agreement, together with reasonably supporting documents in respect of the Annual
Charges and such other Charges.
Charging Mechanics Post Transaction Date
8.12
8.13
With effect from the Transaction Date, the Annual Charges and all other Charges payable by
Recipient to Provider pursuant to this Agreement after the Transaction Date shall be payable in
accordance with the payment mechanics described in Clauses 8.1 - 8.8 (inclusive) and Clauses
8.12 - 8.17 (inclusive).
Provider shall provide Recipient with an electronic monthly single invoice not later than 7 days
following the end of each month within a Charging Period in respect of the relevant proportions of
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the Annual Charges to be payable in respect of the relevant month (unless otherwise agreed in
writing by the Parties) and each invoice will represent one of twelve equal portions of the Annual
Charges payable in the Charging Period. The Annual Charges payable in respect of that month
shall be due and payable within 14 days of the date of the invoice, provided Recipient has received
a relevant invoice from Provider.
Subject to Recipient receiving the relevant invoice from Provider, if, other than pursuant to Clause
8.16, Recipient fails to pay an invoice within:
(A) 14 days of the date of the relevant invoice to which the payment relates, the liability of
Recipient shall be increased to include interest on the outstanding balance of such sum
from the initial date on which that sum was due until the date of receipt of payment (both
before and after judgment) at a rate of two (2) per cent per annum above Barclays Bank's
base lending rate at the initial date on which the sum was due;
(B) 20 days of the date of the relevant invoice to which the payment relates, Provider shall
telephone Recipient to remind Recipient payment is due or send Recipient a written
reminder;
(C) 26 days of the date of the relevant invoice to which the payment relates, Provider shall
send Recipient a second written reminder; and
(D) 32 days of the date of the relevant invoice to which the payment relates, Provider shall be
entitled to notify Recipient that it is suspending, or will suspend, the relevant Services (or
part thereof) that are subject of the unpaid amount, provided that such notice sets out the
date such suspension shall take effect (which shall be no earlier than 5 Business Days
from the date of such notice) and, in all cases prior to Provider issuing any such notice, the
Party's respective CEOs shall discuss whether or not such a notice will be issued by
Provider.
If Provider suspends any relevant Services (or part thereof) in accordance with Clause 8.14(D),
Provider may only suspend the relevant Services (or part thereof) from the date set out in such
notice until the date Recipient pays the relevant unpaid amount and any interest that has accrued in
accordance with Clause 8.14(A),
Recipient may only withhold payment in respect of any Charges to the extent that all or such
portion of such Charges are the subject of a bona fide Dispute. In which case, Provider and
Recipient shall utilise the Dispute Resolution Procedures to resolve the matter. Upon settlement of
a Dispute, interest shall be paid on any such disputed amounts which are agreed or finally
determined to be payable at a rate of two (2) per cent per annum above Barclays Bank's base
lending rate from the initial date on which those disputed charges were due in accordance with
Clause 8.13 until the date of receipt of payment.
All sums payable by one Party to the other Party pursuant to this Agreement, on or after the
Transaction Date, that are not Charges shall be paid within 30 days of the obligor being given an
invoice of such sums by the obligee.
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9. CHANGE MANAGEMENT
9.1 Any Changes shall be progressed by the Parties through the Change Control Procedure contained
in Schedule 5 (Change Control).
9.2 The Costs of implementing Changes will be chargeable in accordance with Schedule 5 (Change
Control).
10. TERMINATION OF SERVICES
10.1 Subject to Clause 13.1, Clause 13.4 and Clause 13.5 (Service Extensions), and save in respect of
the Finance Services and IT Services, any Services that have not expired or been terminated by
the Long Stop Date shall immediately terminate on that date.
10.2 Subject to Clause 13.4 and Clause 13.5 (Service Extensions), either Party may terminate the
provision or receipt of all of the Finance Services and/or IT Services or one or more of the Finance
Services and/or IT Services on no less than 24 months’ written notice to the other Party (or (a) such
shorter notice period; and/or (b) any part of a Finance Service and/or IT Service, as the MSA.
Management Board may determine in accordance with Schedule 3 (Governance and Service
Management)), such notice to be served only after consultation by the MSA Management Board in
accordance with Schedule 3 (Governance and Service Management) and in any event not to expire
prior to 31 May 2014 unless otherwise agreed in writing by the Parties.
10.3 Subject to Clauses 10.4, 12.7 and 12.8 (Separation and Recurring Stranded Costs), Recipient
may, with the prior written consent of Provider (such consent not to be unreasonably withheld or
delayed) terminate a Service or part of a Service, other than the Finance Services and IT Services,
for convenience by providing no less than 90 Business Days’ written notice to Provider, or such
longer notice period as Provider may reasonably require.
10.4 __ If Recipient provides a notice to Provider under Clause 10.3, the Parties shall discuss such request
in good faith within 15 Business Days of receipt of the request by Provider and Provider shall not
unreasonably withhold or delay its consent to the requested termination (in whole or part), and shall
in any event provide a response to Recipient's request within 15 Business Days following the
Parties’ discussion. Provider shall, to the extent reasonably practicable, provide Recipient with
details of any elements of the Services which are likely to be affected by the proposed whole or
partial termination of a Service.
10.5 If Provider does not provide its consent to Recipient's notice of termination under Clause 10.3,
Recipient may refer its request for termination to the MSA Management Board. In accordance with
Schedule 3 (Governance and Service Management), the MSA Management Board shall discuss in
good faith and reasonably consider the termination request and shall determine whether or not
Recipient's request for termination should be granted. For the avoidance of doubt, Recipient may
refer its termination request to the MSA Management Board under this Clause 10.5 irrespective of
Provider's reasons for withholding its consent to the termination. If the MSA Management Board:
(A) decides to grant Recipient's request for termination, the relevant Service or Services (or
part thereof) shall terminate on expiry of the notice period set out in Recipient's notice
(provided such period complies with Clause 10.3) or such other period determined by the
MSA Management Board; or
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10.8
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(B) decides not to grant Recipient's request for termination or does not reach agreement, the
relevant Service or Services (or part thereof) shall continue until the Service End Date in
respect of the relevant Service.
The Parties acknowledge that it shall not be unreasonable for Provider to withhold its consent to
termination of an IT Service (in whole or part) by Recipient prior to the Service End Date where
Provider reasonably believes the provision of the relevant IT Service is reasonably necessary to
enable Provider to provide any other Service.
The cessation of any Service provision (for whatever reason) shall not prejudice the rights accrued
by either Party up to the date such Service ceased to be provided.
Upon the termination of a Service (or part thereof) in accordance with the terms of this Agreement,
Recipient shall, unless otherwise agreed in writing by Provider, lose any right to have that Service
(or the relevant part) provided to it.
Provider shall not be in breach of this Agreement (or otherwise be liable to Recipient) for any failure
or delay to provide any Service (or part thereof) to the extent such failure or delay is caused by the
termination, expiry or suspension of another Service in whole or part in accordance with this
Agreement, other than where a Service is terminated by Provider in accordance with Clauses 20.4
or 20.6 (Contracts and Consents) or by Recipient in accordance with Clause 11.3 (Term of this
Agreement), provided that Provider shall:
(A) give Recipient, to the extent reasonably practicable, prompt written notice of the effects it
anticipates that termination, expiry or suspension (as the case may be) of a Service (in
whole or part) is likely to have on the provision of the Services and/or the ability of Provider
to perform its obligations under this Agreement; and
(B) despite such termination, expiry or suspension (as the case may be) of a Service (in whole
or part), use its reasonable endeavours to continue to perform its obligations under this
Agreement and to mitigate the adverse consequences (including its own costs) of
termination of a Service (in whole or part) without any obligation to incur additional cost or
use additional resources.
In the case of suspension of a Service (in whole or part), the relief from liability under this Clause
10.9 shall last for the duration of such suspension only.
Provider shall not be in breach of this Agreement (or otherwise be liable to Recipient) for any failure
or delay to provide any Service (or part thereof) to the extent such failure or delay is caused by
termination of another Service in whole or part by Provider in accordance with Clauses 20.4 or 20.6
(Contracts and Consents) or by Recipient in accordance with Clause 11.3 (Term of this Agreement),
provided that Provider shall:
(A) give Recipient, to the extent reasonably practicable, prompt written notice of the effects it
anticipates that termination of a Service (in whole or part) is likely to have on the provision
of the Services and/or the ability of Provider to perform its obligations under this
Agreement; and
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11.4
11.6
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(B) despite such termination of a Service (in whole or part) by Provider or Recipient (as the
case may be), use all reasonable endeavours to continue to perform its obligations under
this Agreement (including provision of any Services which may be impacted by the
termination of such Service) and to mitigate the adverse consequences of termination of
such Service (in whole or part).
TERM OF THIS AGREEMENT
This Agreement shall commence on the date of this Agreement and shall automatically terminate
on the date that the last of the Services (or part thereof) terminates or expires in accordance with
this Agreement.
Either Party shall have the right, without prejudice to its other rights or remedies, to terminate this
Agreement by providing 20 Business Days’ notice to the other Party where the other Party is in
Persistent Breach of this Agreement and either such breach is not capable of remedy or, if the
breach is capable of remedy, the Party in breach has failed to remedy the breach within 30
Business Days of receiving notice requiring it to do so.
Recipient shall have the right to terminate a Service by providing 20 Business Days’ notice to
Provider where Provider is in Persistent Breach of a Service and either such breach is not capable
of remedy or, if the breach is capable of remedy, Provider has failed to remedy the breach within 30
Business Days of receiving notice requiring it to do so. For the purposes of this Clause 11.3,
“Persistent Breach of a Service” means a material breach by Provider of its obligation to provide
a Service in accordance with this Agreement or breaches of Provider's obligation to provide a
Service in accordance with this Agreement that are repeated sufficiently often to have a material
adverse impact on the business of Recipient.
Provider shall have the right to terminate a Service (or part thereof) by providing 20 Business Days’
notice to Recipient where there is a Recipient Service Persistent Breach and either such breach is
not capable of remedy or, if the breach is capable of remedy, Recipient has failed to remedy the
breach within 30 Business Days of receiving notice requiring it to do so. For the purposes of this
Clause 11.4, “Recipient Service Persistent Breach” means a material breach by Recipient of an
obligation under this Agreement which is directly related to a Service (or part thereof) or breaches
by Recipient of an obligation under this Agreement that is repeated sufficiently often to have a
material adverse impact on Provider's ability to provide the relevant Service (or part thereof).
Without prejudice to Clauses 17.8 and 17.9 (Liability), if Provider provides as part of a Service any
advice or recommendation, or any Tax Services, which are fraudulent or negligent or in wilful
default of this Agreement, Recipient is entitled to terminate the relevant part of such Service or Tax
Services (as the case may be) by providing 20 Business Days’ notice to Provider.
A Party (the “Solvent Party”) may by notice to the other Party (the “Insolvent Party”) terminate this
Agreement with immediate effect in the event that the Insolvent Party becomes Insolvent unless:
(A) the Insolvent Party has notified the Solvent Party immediately on becoming aware that it is
Insolvent;
(B) the Insolvent Party continues to comply with all of its obligations under or pursuant to this
Agreement;
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(C) the Insolvent Party puts in place arrangements satisfactory to the Solvent Party relating to
the settlement of all amounts outstanding as between the Parties including where required
by the Solvent Party putting in place trust or other security arrangements satisfactory to the
Solvent Party that ensure that the Solvent Party has security over any amounts that are
held by the Insolvent Party for the Solvent Party prior to settlement of such amounts; and
(D) an Insolvency Practitioner has not and does not seek to exercise any statutory right to
amend, repudiate or otherwise alter any provision of this Agreement or this Agreement as a
whole,
in which case this Agreement shall continue unless and until:
(i) any of the circumstances in Clauses 11.6(B) to 11.6(D) above cease to apply, in
which case the Solvent Party may by notice to the Insolvent Party terminate this
Agreement with immediate effect; or
(il) this Agreement otherwise terminates or expires in accordance with its terms.
The termination of this Agreement (for whatever reason) shall not prejudice the rights of either Party
accrued up to the date of termination.
Termination or expiry of this Agreement shall not affect either of the Party’s accrued rights or
liabilities or affect the coming into force or the continuance in force of any provision which is
expressly or by implication intended to come into or continue in force on or after termination,
including this Clause 11.8 and the following Clauses: 1, 12, 18 (insofar as it relates to Third
Party Loss suffered during the term of this Agreement), 22, 26.4(B), 27.5(B), 31, 33 to 45 and 48.
SEPARATION AND RECURRING STRANDED COSTS
Schedule 7 (Recurring Stranded Costs) identifies an amount in respect of: (i) Shared Sites,
premises, land and property which Recipient Group ceases to receive the benefit of; and (ii) each
Service, which it is estimated Provider Group will incur as Recurring Stranded Costs.
Save where otherwise provided in this Agreement or otherwise agreed in writing by the Parties,
each Party shall bear its own Separation Costs.
Provider shall bear all Recurring Stranded Costs up to a total amount of fifteen million pounds
(£15,000,000) in respect of each Charging Period (the “Annual Stranded Costs Cap"). Any
Recurring Stranded Costs in respect of Shared Sites, premises, land and property which Recipient
Group ceases to receive the benefit of in excess of £1,500,000 shall not be included within the
Annual Stranded Costs Cap.
Subject to the other provisions in this Clause 12, Provider and Recipient shall bear equally any
Recurring Stranded Costs in excess of the Annual Stranded Costs Cap in a Charging Period.
Subject to Clauses 12.7, 12.9, 12.10 and 12.11, in respect of each Service or part of a Service
which terminates or expires (as the case may be), only those Recurring Stranded Costs which are
incurred by Provider within a 24 month period from the first day of the Quarter immediately after the
date the relevant Service, or part thereof, terminates (for whatever reason) or expires shall count
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towards the Annual Stranded Costs Cap. For the avoidance of doubt, if any Recurring Stranded
Costs are incurred by Provider after the 24" month from the first day of the Quarter immediately
after the date of the relevant Service, or part thereof, terminates or expires, all such Recurring
Stranded Costs shall be borne by Provider regardless of whether or not the Annual Stranded Costs
Cap has been exceeded.
12.6 _ Recipient may, by providing written notice to Provider, request an estimate of the additional Costs
referred to in Clauses 12.7, 12.9 and 12.11 (“Estimate Notice’). If the Estimate Notice is in relation
to the additional Costs referred to in Clause 12.7, the Estimate Notice shall specify the Service that
Recipient wishes to terminate, the date that Recipient wishes to terminate such Service and such
other information as Provider may reasonably request. Provider shall provide such estimate to
Recipient in writing no later than 15 Business Days after the date of the Estimate Notice.
POL Fault
12.7 If a Service (or part thereof) is terminated by Recipient in accordance with Clause 10.3 (Termination
of Services) earlier than the Service End Date for such Service, Recipient shall:
(A) continue paying the Internal Charges for the relevant Service (or part thereof) until the
Service End Date for such Service; and
(B) pay any:
(i) Third Party Costs;
(il) increased Costs payable or to be paid by Provider, or a member of Provider
Group, to a Third Party in accordance with a Contract as a result of a change to
volume discounts in respect of goods and/or services provided by that Third Party
to Provider or a member of Provider Group which arise as a result of the relevant
Service terminating; and
(iii) termination fees or payments payable to a Third Party Provider and incurred by a
member of Provider Group in accordance with the terms of any Contracts which
relate to the Service which is terminated,
which are actually incurred by Provider and which Provider would not have incurred but for
termination of the Service (or part thereof) prior to the Service End Date.
12.8 If the circumstances outlined in Clause 12.7 arise:
A) the total amount of the Internal Charges paid by Recipient from the start of the Quarter
immediately after the termination date of the Service until the Service End Date under
Clause 12.7(A) shall be subtracted from the Recurring Stranded Costs in relation to such
Service (or part thereof) when calculating the Recurring Stranded Costs that count towards
the Annual Stranded Costs Cap for the relevant Charging Period; and
(B) any Incremental Recurring Stranded Costs shall count towards the Annual Stranded Costs
Cap.
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12.9 _ Ifa Service (or part thereof) is terminated by Provider in accordance with Clause 11.4 (Term of this
Agreement) or is terminated because a Third Party Consent is refused, terminated or revoked as a
result of Recipient's breach of the terms of a Third Party Consent or a Contract, or as a result of
Recipient unreasonably withholding or delaying its approval to the proposed Cost of Provider
obtaining a Third Party Consent in accordance with Clause 16 (Third Party Consents), earlier than
the Service End Date for such Service then, without prejudice to Providers’ other rights and
remedies:
(A) the Internal Charges for the relevant Service (or part thereof) shall cease to be payable in
accordance with Clause 12.12; and
(B) Recipient shall pay any:
(i) Third Party Costs;
(ii) increased Costs payable or to be paid by Provider, or a member of Provider
Group, to a Third Party in accordance with a Contract as a result of a change to
volume discounts in respect of goods and/or services provided by that Third Party
to Provider or a member of Provider Group which arise as a result of the relevant
Service terminating; and
(iil) termination fees or payments payable to a Third Party Provider (exclusive of
Recoverable VAT) and incurred by a member of Provider Group in accordance
with the terms of any Contracts which relate to the Service which is terminated,
which are actually incurred by Provider and which Provider would not have incurred but for
termination of the Service (or part thereof) prior to the Service End Date; and
(C) any Incremental Recurring Stranded Costs shall count towards the Annual Stranded Costs
Cap.
RM Fault
12.10 If a Service (or part thereof) is terminated by Recipient in accordance with Clause 11.3 (including
under Clause 11.5) (Term of this Agreement) or Provider in accordance with Clause 6.2
(Transferring Assets) or Clauses 20.4 or 20.6 (Contracts and Consents), earlier than the Service
End Date for such Service:
(A) the Internal Charges for the relevant Service (or part thereof) shall cease to be payable in
accordance with Clause 12.12;
(B) Provider shall bear any:
(i) Third Party Costs;
(ii) increased Costs payable or to be paid by Provider, or a member of Provider
Group, to a Third Party in accordance with a Contract as a result of a change to
volume discounts in respect of goods and/or services provided by that Third Party
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to Provider or a member of Provider Group which arise as a result of the relevant
Service terminating; and
(iii) termination fees or payments payable to a Third Party Provider (exclusive of
Recoverable VAT) and incurred by a member of Provider Group in accordance
with the terms of any Contracts which relate to the Service which is terminated,
which are actually incurred by Provider and which Provider would not have incurred but for
termination of the Service (or part thereof) prior to the Service End Date; and
any Incremental Recurring Stranded Costs in relation to such Service (or part thereof) shall
not count towards the Annual Stranded Costs Cap.
12.11 If a Service (or part thereof) is terminated for any reason other than in the circumstances set out in
Clauses 12.7, 12.9 or 12.10 earlier than the Service End Date for such Service:
(A)
(8)
the Internal Charges for the relevant Service (or part thereof) shall cease to be payable in
accordance with Clause 12.12;
each Party shall bear equally any:
(i) Third Party Costs;
(ii) increased Costs payable or to be paid by Provider, or a member of Provider
Group, to a Third Party in accordance with a Contract as a result of a change to
volume discounts in respect of goods and/or services provided by that Third Party
to Provider or a member of Provider Group which arise as a result of the relevant
Service terminating; and
(iii) termination fees or payments payable to a Third Party Provider (exclusive of
Recoverable VAT) and incurred by a member of Provider Group in accordance
with the terms of any Contracts which relate to the Service which is terminated,
which are actually incurred by Provider and which Provider would not have incurred but for
termination of the Service (or part thereof) prior to the Service End Date; and
any Recurring Stranded Costs (including any Incremental Recurring Stranded Costs) in
relation to such Service (or part thereof) shall count towards the Annual Stranded Costs
Cap.
12.12 _ If Recipient is entitled to a reduction in the Internal Charges under Clauses 12.9, 12.10 or 12.11
and:
(A)
the relevant Service (or part thereof) terminates prior to the expiry of the second Quarter in
a Charging Period:
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(i) the reduction in the Internal Charges shall be applied from the commencement of
the third Quarter in the relevant Charging Period in which the Service terminates;
and
(ii) the Internal Charges for the remainder of the relevant Charging Period shall be
reduced by:
(a) the proportion of the Internal Charges related to the relevant terminated
Service (or part thereof); and
(b) the total amount paid by Recipient in respect of any whole Quarter for the
relevant terminated Service (or part thereof) from the date of termination of
the Service (or part thereof) until the expiry of the second Quarter; or
(B) the Service (or part thereof) terminates in either the third or fourth Quarter in a Charging
Period:
(i) there shall be no adjustment to the Internal Charges in respect of the remainder of
the relevant Charging Period;
(ii) the Internal Charges for the next Charging Period shall be reduced by the
proportion of the Internal Charges related to the relevant terminated Service (or
part thereof) and such reduction in the Internal Charges shall be reflected in the
Budgetary Round Period; and
(iii) the total amount of Internal Charges paid by Recipient in respect of any whole
Quarter for the relevant terminated Service (or part thereof) from the date of
termination of the Service (or part thereof) until the expiry of the relevant Charging
Period shall be included in the Annual True Up and the Aggregate Recipient
Charges.
It is the intention of the Parties to mitigate any Costs arising under Clauses 12.7(B), 12.9(B) and
12.11(B), Separation Costs, Recurring Stranded Costs, Incremental Recurring Stranded Costs and
In Flight Exit Costs so far as reasonably practicable and each Party shall use all reasonable
endeavours (subject to the other terms of this Agreement) to mitigate such Costs arising under
Clauses 12.7(B), 12.9(B) and 12.11(B), Separation Costs, Recurring Stranded Costs, Incremental
Recurring Stranded Costs and In Flight Exit Costs.
If ownership of any Facilities (excluding the Shared Sites, or any other premises, land or properties)
is transferred by a member of Provider Group to a member of Recipient Group, Recipient shall bear
Provider's and its own Separation Costs in respect of the Facility which is transferred to Recipient
Group.
SERVICE EXTENSIONS.
Subject to Clause 13.2, and without prejudice to Clauses 13.4 and 13.5, in the event that a Service
expires or is terminated, other than in accordance with Clauses 10.3 or 10.4 (Termination of
Services), or Clauses 20.10 or 20.11 (Contracts), and it is not reasonably practicable for Recipient
to migrate away from the affected Service immediately upon such expiry or termination then,
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following receipt of a written request from Recipient, Provider shall agree (subject to the terms of
this Agreement) to extend the provision of the Service for up to a 6 month period beyond the date
when the Service would otherwise have expired or been terminated provided (unless otherwise
agreed in writing by the Parties) that no Service End Date may be extended beyond the Long Stop
Date (save in respect of the IT Services and Finance Services in respect of which there shall be no
extension save in the circumstances described in Clause 13.7(A) - 13.7(C)).
Clause 13.1 is subject to the following:
(A) Recipient shall use all reasonable endeavours to arrange for the provision of the Service in
any other way other than through the operation of this Agreement; and
(B) the monthly Internal Charges for the relevant Service shall be amended from the beginning
of such extension so that Recipient pays Provider an amount equal to 130 per cent. of the
monthly Internal Charges for that Service immediately prior to the extension and such
Charges shall be calculated on the basis that the Service was provided for all of the
relevant Quarter notwithstanding that the relevant Service was only extended for part of the
relevant Quarter.
The Parties acknowledge and agree that Recipient's ability to migrate away from each Service
depends on Provider’s, any other member of Provider Group's and any Provider Personnel’s (each
a “Provider Entity”) performance of its respective obligations set out in the Separation Plans and
this Agreement and any Third Party Provider's performance of its obligations set out in the
Separation Plans (the “Provider Dependencies’).
Recipient shall give Provider's representative on the Business Sponsors Board prompt written
notice of:
(A) any material failure by any Provider Entity to comply with any Provider Dependencies; or
(B) any material delay in fulfilling any Provider Dependencies to the extent such material delay
is directly caused by a delay by any Provider Entity to comply with any Provider
Dependencies (“Provider Delay");
of which it becomes aware and which has or is reasonably likely to have an effect on the ability of
Recipient to migrate away from the affected Service upon an expiry or termination of such Service.
If Recipient's inability to migrate away from the affected Service upon such expiry or termination will
be caused or contributed to by such failure or delay (as applicable), the Service End Date or
termination date (as applicable) for the affected Service shall automatically be extended (subject to
the terms of this Agreement) for a period of time equivalent to the period of the delay caused by the
relevant failure or delay (each a “Provider Extension Period”), in which case:
(i) Clause 13.2(B) shall not apply in respect of the provision of the affected Service during the
relevant Provider Extension Period;
(ii) to the extent that the Provider Extension Period results in an expiry date which is later than
the Long Stop Date, the Long Stop Date shall be extended until such date; and
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(ili) Recipient shall use reasonable endeavours to migrate away from the affected Service as
soon as reasonably practicable.
A Party may, at any time, request an extension to any Service End Date and/or the Long Stop Date
(other than in accordance with Clause 13.1) by providing a notice to the MSA Management Board
in accordance with Schedule 3 (Governance and Service Management) and the relevant Service
End Date and/or the Long Stop Date shall, if the members of the MSA Management Board agree
that the relevant Service and/or the Long Stop Date should be extended, be extended by the period
of time determined by the MSA Management Board in accordance with Schedule 3 (Governance
and Service Management).
If the Transaction Date has occurred and Provider is still providing any IT Services and/or Finance
Services after 31 March 2015, Provider shall be entitled to increase the Internal Charges for any
such IT Services and/or Finance Services to reflect market rates. In these circumstances, the MSA
Management Board shall determine (in accordance with Schedule 3 (Governance and Service
Management)) the level of the increase to the Internal Charges, which shall not be more than 130%
of the then current Internal Charges for any such IT Services and/or Finance Services.
Clause 13.6 shall not apply if:
(A) a notice to terminate an IT Service or Finance Service (as the case may be) pursuant to
Clause 10.2 (Termination of Services) does not take effect immediately in accordance with
Clause 14.8 (Separation Plans) and as a result the relevant IT Service or Finance Service
is still being provided by Provider after 31 March 2015;
(B) as part of a Detailed Separation Plan, the Parties agree that the relevant IT Service or
Finance Service cannot be terminated by 31 March 2015; or
(C) the Parties otherwise agree an extension to the Service End Date for an IT Service or
Finance Service (as the case may be).
Unless the Parties otherwise agree in writing or, in respect of Clause 13.5, unless otherwise
determined by the MSA Management Board, any Service provided through the operation of Clause
13.1, Clause 13.4 or Clause 13.5 shall be provided on the same terms (other than as provided in
Clause 13.2, Clause 13.4 and Clause 13.6) as it was provided prior to its expiry or termination.
SEPARATION PLANS
The Parties acknowledge that it is their intention that this Agreement should not operate as a
permanent arrangement for the supply of the Services and that the Parties shall work together in
good faith, and Provider shall provide reasonable assistance and cooperation to facilitate the
smooth migration of Recipient Group away from the reliance upon Provider for the provision of
each Service upon the termination or expiry of each Service and the separation of each of their
respective Group's businesses (“Separation”) in accordance with this Clause 14.
The Parties acknowledge and agree that Provider's ability to migrate away from the provision of
each Service depends on Recipient's, any other member of the Recipient Group's and any
Recipient Personnel's performance of its respective obligations set out in the Separation Plans and
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this Agreement and any Recipient Third Party provider's performance of its obligations set out in
the Separation Plans.
Each Party shall appoint (and will notify the other Party with contact details of) an overall separation
project director (the “Separation Project Director’) who shall be a senior employee of the relevant
Party and who shall have responsibility for the overall Separation arrangements for that Party
together with, in the case of Recipient, the Procurement Plan.
Unless otherwise agreed by the Parties, each Separation Project Director will, in accordance with
the timeframes specified in Clause 14.5, work with the other to develop:
(A) a plan for Separation from all Services save for the Finance Services and IT Services (the
“General Separation Plan’) with a view to Separation of such Services occurring as soon
as reasonably possible having regard to the objective of the Parties to mitigate and reduce
Costs incurred in connection with Separation as far as reasonably possible;
(B) a high level plan for Separation of the Finance Services and IT Services and any finance or
IT elements of Services other than the Finance Services and IT Services (“High Level
Finance and IT Separation Plan’);
(C) a detailed plan for Separation of the relevant Finance Service and/or IT Service with a view
to Separation of the relevant Finance Service and/or IT Service occurring within 24 months
of the date of service of the relevant notice pursuant to Clause 10.2 or such longer period
as may be determined in accordance with Clause 14.8 (a “Detailed Separation Plan’).
The Separation Project Directors shall agree the Separation Plans as soon as practicable and, in
any event, shall agree:
(A) the General Separation Plan within 80 days of the date of this Agreement.
(B) the High Level Finance and IT Separation Plan within 6 months of the date of this
Agreement; and
(C) a Detailed Separation Plan in respect of the relevant Finance Service and/or IT Service
within six (6) months of service of a notice by either Party to terminate a Finance Service
or IT Service pursuant to Clause 10.2.
If the Separation Project Directors do not agree the relevant Separation Plan by the relevant dates
specified in Clause 14.5, then the Business Sponsors Board shall use all reasonable endeavours to
agree the relevant Separation Plan within 10 Business Days of the matter being referred to it.
If the Business Sponsors Board does not agree the relevant Separation Plan by the dates specified
in Clause 14.6, then the issue shall be escalated to the MSA Management Board which shall use
all reasonable endeavours to agree the relevant Separation Plan within 20 Business Days of the
matter being referred to it and thereafter shall be escalated in accordance with Schedule 3
(Governance and Service Management) and thereafter in accordance with the dispute resolution
procedure set out in Clauses 43.5 to 43.10 (Dispute Resolution), Clause 44 (Arbitration) and
Clause 45 (Conduct of Disputes).
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14.8 If a Party serves notice to terminate a Finance Service and/or IT Service in accordance with Clause
10.2 (Termination of Services) and the other Party reasonably considers that a notice period longer
than 24 months is required in respect of Separation of the relevant Finance Service and/or IT
Service, it shall escalate the issue to the MSA Management Board within 20 Business Days of
receipt of the notice and the notice shall not, unless otherwise agreed in writing by the Parties, take
effect until the issue has been resolved in accordance with the dispute resolution procedure set out
in Clauses 43.5 to 43.10 (Dispute Resolution), Clause 44 (Arbitration) and Clause 45 (Conduct of
Disputes).
14.9 Without prejudice to Clauses 13.3 (Service Extensions) and 14.2 (Separation Plans), if at any time
during the term of this Agreement either Party envisages that:
(A) any stage of the relevant Separation Plan may not be completed by the date required by
the Separation Plan; or
(B) Separation in respect of a Finance Service and/or IT Service may not be achieved by the
date a notice served pursuant to Clause 10.2 is due to expire,
it shall notify the other Party immediately and the Separation Project Directors and the TSA Drivers
shall meet to discuss any amendments or adjustments to the relevant Separation Plan as may be
necessary, including if agreed an extension of the period for Separation of the relevant Service, and
otherwise to escalate any issues in accordance with Schedule 3 (Governance and Service
Management).
14.10 Each General Separation Plan and Detailed Separation Plan shall (to the extent relevant):
(A) adhere to the Separation Principles in Paragraph 1 of Schedule 6 (Separation); and
(B) shall include a plan for separating each Service.
14.11 The Separation Project Director appointed by each Party shall be:
(A) authorised to agree variations in respect of the Separation Plans; and
(B) generally available to discuss any aspect of the Separation Plans.
14.12 The Parties shall perform their respective obligations set out in each Separation Plan.
Data Migration
14.13 Data extraction and migration shall, unless otherwise agreed by the Parties, be performed as part
of the Separation of the IT Services and the relevant Detailed Separation Plans shall:
(A) provide for and address the assistance to be provided by Provider in connection with the
extraction and migration of Migration Data from Provider's IT Systems to Recipient's IT
Systems; and
(B) detail appropriate timelines in respect of each Party's activities to extract and migrate the
Migration Data related to the IT Service. Provider agrees that such timelines shall provide
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for extraction of the relevant Migration Data to allow Recipient a reasonable period in
which to migrate the Migration Data onto its IT Systems and perform sufficient testing of
the Migration Data on its IT Systems prior to the expiry of the relevant IT Service.
Recipient may request Provider to provide reasonable assistance and cooperation in relation to the
extraction and migration of Migration Data in respect of the Separation of any Service which is not
an IT Service prior to the termination or expiry of such Service. If Provider agrees (such agreement
not to be unreasonably withheld or delayed) to provide such assistance and cooperation, the
timelines to extract and migrate the relevant Migration Data shall be agreed in the General
Separation Plan in respect of such Service. If Provider does not agree to provide the assistance
and cooperation requested by Recipient, Recipient may refer the matter to the MSA Management
Board to determine whether Provider shall provide the assistance and cooperation requested by
Recipient in respect of extracting and migrating the relevant Migration Data relating to the Service.
It shall not be unreasonable for Provider not to agree to provide assistance and cooperation in
connection with the migration of data pursuant to this Clause 14.14 where such assistance and
cooperation would require Provider to engage the provision of services or assistance from a Third
Party.
Provider shall in accordance with the relevant Detailed Separation Plan provide reasonable
assistance and cooperation:
(A) in relation to the extraction and migration from Provider's IT Systems to Recipient's IT
Systems of:
(i) Recipient Data; and
(ii) any other data which relates to Recipient's business and which Recipient is not
prohibited from using under the Mails Distribution Agreement,
to the extent such data is not already on Recipient's IT System (“Migration Data”); and
(B) including providing information (to the extent reasonably practicable) in relation to:
(i) the Services; and
(ii) the format of the Migration Data which will be migrated to Recipient's IT Systems
pursuant to this Clause 14.
Provider shall, at its own Cost, extract Migration Data from Provider's IT Systems in
accordance with the relevant Detailed Separation Plan and Recipient shall bear all other Costs
associated with the migration of such Migration Data from Provider's IT System to Recipient's
IT System.
As part of Separation of an IT Service, the Parties will provide each other with information in
relation to:
(A) the operation of the Parties’ IT Systems and interfaces between the IT Systems; and
(B) the manner in which Recipient uses Provider's IT Systems.
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15. CONTACT CENTRE SERVICES AND OFFICIAL MAIL SERVICES
15.1 The Parties agree that:
(A) notwithstanding paragraph 1.2 of the Contact Centre Agreement, the Contact Centre
Agreement shall be terminated with effect from the date of this Agreement; and
(B) notwithstanding any provision to the contrary in any Current Official Mail Services
Agreement, the Official Mail Services shall continue to be provided in accordance with the
Current Official Mail Services Agreement until the earlier of: (i) the Service End Date in
respect of the Official Mail Services; and (ii) the date the New Official Mail Services
Agreement is entered into, and each Current Official Mail Services Agreement shall be
terminated with effect from the date of the New Official Mail Services Agreement. For the
avoidance of doubt, notwithstanding any provision to the contrary in any Current Official
Mail Services Agreement, the relevant member of Recipient Group that receives any
services from any member of Provider Group pursuant to any Current Official Mail Services
Agreement shall not be liable to pay any Costs to the relevant member of Provider Group
in connection with the termination of such Current Official Mail Services Agreement
pursuant to this Clause 15.1(B).
15.2 The Parties shall use all reasonable endeavours to enter into a written agreement, as soon as
reasonably practicable after the date of this Agreement and in any event by 31 March 2013,
governing the provision of services equivalent to the services listed at Paragraph 4 of Schedule 1
(Services) by Provider to Recipient (“New Official Mail Services Agreement’).
16. THIRD PARTY CONSENTS
Obtaining and Maintaining
16.1 If either Party identifies that a Third Party Consent is required, it shall notify the other Party as soon
as reasonably practicable and the Parties shall co-operate in good faith to agree whether one or
both Parties should approach the relevant Third Party in respect of the Third Party Consent, and
the Parties shall:
] (A) use all reasonable endeavours to:
(i) obtain, as soon as reasonably practicable, such Third Party Consent; and
(ii) maintain such Third Party Consent until the relevant Service End Date;
(B) keep the other Party fully informed of its progress in obtaining the Third Party Consent;
(C) ‘subject to Clause 16.8, use all reasonable endeavours to provide promptly such assistance
in obtaining and maintaining the Third Party Consent as the other Party may reasonably
request; and
(D) keep the other Party informed of the terms or conditions of a Third Party Consent with
which it is aware that the other Party must comply, and obtain the other Party's consent
prior to entering into such terms and conditions.
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16.2 To the extent:
(A) either Party breaches the terms of a Third Party Consent notified to it in accordance with
Clause 16.1(D), it shall reimburse the other Party for all Costs, expenses and damages
incurred by the other Party in connection with such breach;
(B) an Authorised User causes Provider to breach a Contract (the terms of which have been
notified to Recipient (or a member of Recipient Group) or it is reasonable to expect
Recipient (or a member of Recipient Group) to be aware), Recipient shall reimburse
Provider for all Costs, expenses and damages incurred by Provider in connection with such
breach;
(C) Provider or any member of Provider Group causes Recipient to breach a contract entered
into by Recipient in respect of which Provider receives the benefit pursuant to Clause
20.12 (Contracts and Consents) (the terms of which have been notified to Provider (or a
member of Provider Group) or it is reasonable to expect Provider (or a member of Provider
Group) to be aware), Provider shall reimburse Recipient for all Costs, expenses and
damages incurred by Recipient in connection with such breach.
16.3. The Cost of obtaining a Third Party Consent shall be shared equally by Provider and Recipient
provided that any such Costs are approved in advance in writing by the other Party (“Third Party
Consent Costs”).
16.4 Subject to Clause 16.8, the Cost of maintaining a Third Party Consent, including any Costs incurred
in connection with Contracts shall be Third Party Costs payable in accordance with the terms of this
Agreement, including Clause 8 (Charges) and Schedule 2 (Charges).
16.5 If a Third Party Consent is refused, terminated or revoked, the Party which receives notice of such
refusal, termination or revocation shall notify the other Party in writing as soon as it becomes aware
that such Third Party Consent has been refused, terminated or revoked.
16.6 —_ Neither Party will unreasonably do or omit to do anything which would cause any relevant Third
Party to refuse to grant or to terminate or revoke any Third Party Consent.
16.7 Provider makes no representation or warranty, whether express or implied, as to whether any Third
Party Consent can be obtained or maintained for the purposes of this Agreement. Subject to its
obligations in this Clause 16, Provider shall not be in breach of this Agreement (or be otherwise
liable to Recipient) for any failure or delay to provide any Service to the extent such failure or delay
is caused, or to the extent such failure or delay is contributed to, by the failure to obtain, or the
termination or revocation of a Third Party Consent.
Software Licensing Audit
16.8 — The Parties shall, within 90 Business Days of the date of this Agreement, identify all software which
is accessed by Provider Group and Authorised Users pursuant to the terms, and at the date, of this
Agreement and shall audit the nature and quantity of licences in place in respect of such access. If
following such audit, it is identified that software licences were required in respect of Provider
Group or Authorised Users’ access to such software at the date of this Agreement, the Parties shall
use reasonable endeavours to procure all necessary software licences and the Parties shall each
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bear a just and equitable proportion (based on proportion of licences required by each Party
relative to the aggregate of the software licences required, or as otherwise determined by the MSA
Management Board (in accordance with Schedule 3 (Governance and Service Management) of
any Costs incurred in respect of and in connection with such licences.
Without prejudice to Clause 16.3, any software licences which are required in respect of access to
software by Authorised Users after the date of this Agreement which are in addition to the software
licences required in respect of access to software by Authorised Users at the date of this
Agreement, shall be paid by Recipient as a Third Party Cost in accordance with Schedule 2
(Charges), provided such Third Party Costs are incurred by Provider as licence or other fees in
accordance with the applicable Contract and are not a Third Party Consent Cost.
LIABILITY
Notwithstanding any other provision of this Agreement, neither Party limits or excludes its liability
for fraud, fraudulent misrepresentation, death or personal injury caused by that Party's negligence
or by the negligence of its Personnel, or any other liability to the extent to which it cannot be
lawfully limited or excluded.
Subject to Clause 17.1, neither Party shall be liable to the other Party (or a member of that other
Party's Group) (including under any indemnity) or to any third party, whether in contract, in tort
(including negligence), under any statute or otherwise under or in connection with this Agreement
or the provision of the Services for or in respect of any:
(A) indirect or consequential loss or damage howsoever arising;
(B) loss of anticipated savings, profit, revenue, business, goodwill or contracts (in each case
whether such loss is direct or indirect or consequential); or
(C) loss arising from damaged, corrupted or lost data (in each case whether such loss is direct
or indirect or consequential), provided that the relevant Party has complied with its
obligations set out in Clause 27 (Protection of Data) and, in the case of Provider, provided
it has complied with its obligations set out in Clause 19.2 (Event of Force Majeure).
The exclusions and limits on liability set out in this Clause 17 shall not apply in respect of:
(A) the obligation on Recipient to pay the Annual Charges that have become due;
(B) the obligation on either Party to pay the relevant amounts under Clause 12 (Separation
and Recurring Stranded Costs) or Clauses 16.3, 16.4, 16.8, or 16.9 (Third Party Consents);
(C) any liability arising under Clause 18 (Liability in respect of Third Party Providers), Clause
22.8 (Intellectual Property), Clause 26.4(B) (Personnel at Commencement), Clause 29
(Personnel at Service Termination) or Clause 30.1 (Split Arrangements); or
(D) any liability of Provider arising under Clause 17.14 in respect of any fines or monetary
financial penalties imposed by a court on Recipient.
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17.7
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Save where expressly provided in this Agreement, all conditions, warranties, covenants,
representations and undertakings whether express or implied, whether by statute or otherwise, in
respect of the obligations hereunder are excluded to the maximum extent permitted by law.
Provider shall not be in breach of this Agreement (or otherwise be liable to Recipient) for any failure
or delay to provide any Service to the extent such failure or delay is caused, or to the extent such
failure or delay is contributed to, by a breach of this Agreement by Recipient, Recipient's Third
Party providers or any Authorised User or a failure to obtain a Third Party Consent required in
connection with Clause 20.12 (Contracts), provided that Provider shall:
(A)
(B)
give Recipient prompt written notice of any breach of this Agreement by Recipient or any
Authorised User of which it becomes aware and which has or is likely to have an effect on
the provision of the Services and/or the ability of Provider to perform its obligations under
this Agreement; and
despite the breach of this Agreement by Recipient or any Authorised User, use its
reasonable endeavours to continue to perform its obligations under this Agreement and to
mitigate the adverse consequences (including its own costs) of the breach of this
Agreement by Recipient or any Authorised User, without any obligation to incur additional
cost or use additional resources.
Notwithstanding that Provider may be impeded from the provision of a Service or Services as a
result of circumstances set out in Clause 17.5, Provider shall be entitled to:
(A)
(B)
(Cc)
continue to invoice (and Recipient must pay in accordance with Clause 8 (Charges)) the
Annual Charges unless the Parties have agreed to amend such Annual Charges as a
consequence of Provider not providing the relevant Service or Services (and Recipient
may request such an amendment through any relevant meeting provided for under
Schedule 3 (Governance and Service Management));
receive an equitable adjustment to the timetable (if any) for the performance of the
Services; and
charge Recipient in respect of any additional incremental resources reasonably used or
Costs reasonably incurred as a result of carrying out its obligation under Clause 17.5(B),
provided, to the extent reasonably practicable, such resources or Costs have been
approved by Recipient in advance.
Recipient shall not be in breach of this Agreement (or be otherwise liable to Provider) to the extent
such breach is caused, or to the extent such breach is contributed to, by a breach of this
Agreement by Provider, any other member of Provider Group, any Provider Personnel or any Third
Party Provider, provided that Recipient shall:
(A)
give Provider prompt written notice of any breach of this Agreement by Provider or any
other member of Provider Group or any Provider Personnel of which it becomes aware and
which has or is likely to have an effect on the ability of Recipient to perform its obligations
under this Agreement; and
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(B) despite the breach of this Agreement by Provider or any other member of Provider Group
or any Provider Personnel, use its reasonable endeavours to continue to perform its
obligations under this Agreement and to mitigate the adverse consequences (including its
own Costs) of the breach of this Agreement by Provider or any other member of Provider
Group or any Provider Personnel, without any obligation to incur additional cost or use
additional resources.
Subject to Clause 17.9 and Recipient's right to terminate under Clause 11.5 (Term of this
Agreement) but notwithstanding any other provision of this Agreement or the description of any of
the Services, no member of Provider Group shall, to the extent permitted by law, have any liability
(whether in contract, tort or otherwise) in respect of any advice or recommendation, or any of the
Tax Services, whatsoever provided by it to Recipient (or any member of Recipient Group), whether
before or after the date of this Agreement and, if Recipient (or any member of Recipient Group)
shall act on any advice or recommendation, or Tax Services, given directly or indirectly by a
member of Provider Group (whether or not in respect of the Services and whether before or after
the date of this Agreement), Recipient hereby acknowledges and agrees (for itself and on behalf of
the members of Recipient Group) that it shall do so at its own risk and that no member of Provider
Group shall be liable for any loss, damage, Costs or proceedings arising therefrom.
If Provider provides as part of a Service any advice or recommendation, or any Tax Services, which
are fraudulent or negligent or in wilful default of this Agreement, Provider shall reimburse Recipient
an amount which is equivalent to a reasonable estimate of the proportion of the Internal Charges
which Recipient paid in respect of the relevant part of such Service or Tax Services (as the case
may be). Recipient’s right to a reimbursement under this Clause 17.9 and its right to terminate the
relevant part of such Service or Tax Services under Clause 11.5 (Term of this Agreement) are its
sole and exclusive remedies in respect of the provision of such advice, recommendation or Tax
Services by Provider.
Subject to Clause 17.1 and Clause 17.3 and to the maximum extent permitted by law, the
maximum aggregate liability of each Party (and its Group) arising under or in relation to this
Agreement (whether in contract (including under any indemnity), tort (including negligence), under
statute or otherwise) shall, in respect of all claims made in any Contract Year, not exceed one
hundred per cent. (100%) of the Internal Charges paid under this Agreement during the Contract
Year immediately preceding the date of the event giving rise to the relevant claim (or if such claim is
made in the first 12 months of the term of this Agreement, the Internal Charges that have been paid
shall be increased by a pro-rata amount to create a 12 month Internal Charge solely for the
purposes of calculating the liability cap under this Clause 17.10).
In assessing whether a Party's limit of liability set out in Clause 17.10 has been met or exceeded,
no account shall be taken of amounts recovered or recoverable in respect of the types of liability or
losses referred to in Clause 17.3.
Each Party has a duty to mitigate (and, to the extent applicable, procure that its Personnel and/or
members of its Group mitigate) the damages and losses that would otherwise be recoverable from
the other Party (or members of Provider Group or Recipient Group, and/or Personnel, as
applicable) pursuant to this Agreement (including under any indemnity) by taking appropriate and
commercially reasonable actions to reduce or limit the amount of such damages or losses.
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17.13 Provider shall be entitled, without liability, to suspend the provision of any or all Services in order
that emergency maintenance work be performed on the IT Systems of Provider or Recipient or any
member of their respective Groups, provided that Provider shall provide Recipient with written
notice as soon as Provider becomes aware of any emergency maintenance work which it considers
will or is reasonably likely to lead to suspension of the provision of any Services in accordance with
this Clause 17.13.
17.14 Subject to Clause 17.1 but notwithstanding any other provision of this Agreement, Provider shall not
be in breach of this Agreement or otherwise liable to Recipient for any damages, liabilities or Costs
incurred or losses suffered by Recipient in connection with any claim that any goods or services
have been procured in breach of the Public Contracts Regulations 2006, save where Recipient has
suffered or incurred any damages, liabilities, losses or Costs in connection with any such claim in
circumstances where Provider, any other member of Provider Group or Royal Mail Holdings plc
has expressly overruled Recipient's decision in relation to award of a contract to a specific Third
Party or has required Recipient to procure goods or services for Recipient Group's benefit under a
contract in Provider's name
18. LIABILITY IN RESPECT OF THIRD PARTY PROVIDERS
18.1 If Recipient suffers a loss as a result of a breach of a Contract by a Third Party Provider, ("Third
Party Loss") Provider shall, subject to Clauses 18.3 and 18.5, reimburse Recipient an amount
which is equivalent to such Third Party Loss to the extent that Provider would have a contractual
right to recover the Third Party Loss had such loss been suffered by Provider.
18.2 Provider may, in its sole discretion, elect:
(A) to seek to recover the Third Party Loss from the Third Party Provider; or
(B) not to seek to recover the Third Party Loss from the Third Party Provider. (For the
avoidance of doubt, an election by Provider not to seek to recover the Third Party Loss
from the Third Party Provider does not relieve Provider of its obligation to reimburse
Recipient in accordance with Clause 18.1.)
18.3 Recipient shall provide Provider with a breakdown of the Third Party Loss and shall give all
information and assistance reasonably required by Provider in order for Provider to determine
whether or not to seek recovery from the Third Party Provider for such Third Party Loss, and/or in
support of any negotiations, action or proceedings with the relevant Third Party Provider in respect
of recovery of such Third Party Loss.
18.4 If Provider elects to seek to recover the Third Party Loss from the relevant Third Party Provider
under Clause 18.2(A), subject to Clause 18.5:
(A) Recipient shall reimburse Provider for all Costs incurred by Provider in respect of such
claim, subject to Provider complying with its obligation set out in Clause 18.6(B)(i); and
(B) the amount to be reimbursed to Recipient under Clause 18.1 shall be equivalent to the
amount recovered by Provider from the Third Party Provider and shall only be payable
after the action against the Third Party Provider is finally concluded either via a binding
settlement agreement or a judicial determination from which there is no right of appeal or in
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) respect of which the Third Party Provider does not lodge an appeal within six weeks. To
the extent an appeal subsequently lodged by the Third Party Provider against a judicial
determination is successful, Recipient shall reimburse Provider for any sums payable to
the Third Party Provider by Provider as a result of such appeal.
18.5 Where proceedings or an action is taken by Provider in respect of both a Third Party Loss suffered
by Recipient and losses suffered by Provider as a result of a breach of a Contract by a Third Party
Provider, Recipient and Provider shall:
(A) consult in relation to the conduct of negotiations and proceedings against the relevant
Third Party Provider;
i
I (B) share a just and equitable proportion of any Costs incurred in connection with such action;
and
I
J (C) share a just and equitable proportion of any sum recovered from the relevant Third Party
i Provider which shall be in proportion to the respective loss suffered by Provider and
Recipient.
In the absence of agreement, the proportion of Costs and sum recovered (as the case may be)
shall be determined using the dispute resolution mechanism set out in Clause 43 (Dispute
Resolution). Save where Clause 18.2(B) applies, Provider will not settle or compromise any claim
without Recipient's consent (such consent not to be unreasonably withheld or delayed).
18.6 Where proceedings or an action taken by Provider relates solely to a Third Party Loss suffered by
Recipient:
j (A) Recipient shall, at Provider's request and Recipient's Cost, where permitted, assume
conduct of any such action or proceedings, including substitution of Provider as a party to
any such action or proceedings, provided that Provider shall give Recipient all reasonable
assistance required by Recipient in support of any such conduct; and
(B) Provider shall:
I (i) save where Clause 18.6(A) applies, keep Recipient fully informed of its progress
in conducting such action or proceedings and all Costs incurred and estimates of
Costs that Provider expects to incur in conducting such action or proceedings;
(il) save where Clause 18.6(A) applies, conduct any such action or proceedings,
and/or negotiations for the settlement such action or proceedings, as though
Provider itself (and/or any member of Provider Group) had suffered the Third Party
Loss; and
(ili) not settle or compromise any such action or proceedings without Recipient's prior
written consent (such consent not to be unreasonably withheld or delayed).
18.7. Save where Clause 18.6(A) applies, Provider shall have the sole right to bring and control any
action or proceedings against any Third Party Provider.
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18.8
19.
19.3
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The remedies specified in this Clause 18 shall be Recipient's sole and exclusive remedy in respect
of any failure, delay or other problem in connection with any Service (or any part thereof) or any
other breach of this Agreement caused by the act or omission of a Third Party Provider and
Provider shall not be in breach of this Agreement or otherwise liable to Recipient to the extent of
such failure, delay or other problem.
EVENT OF FORCE MAJEURE
A Party (“Affected Party”) shall not be in breach of this Agreement or otherwise liable to the other
Party (“Other Party”) for a delay in performing or failure to comply with its obligations under this
Agreement, to the extent that it is prevented, hindered or delayed in performing that obligation by
an Event of Force Majeure provided that the Affected Party, to the extent practicable:
(A) gives written notice to the Other Party as soon as reasonably practicable on becoming
aware of the Event of Force Majeure, such notice to contain the following information:
(i) details of the Event of Force Majeure that has occurred;
(ii) the date from which the Event of Force Majeure has prevented or hindered the
Affected Party in the compliance of its obligations under this Agreement,
(iii) the obligations under this Agreement which are affected; and
(iv) its best estimate of the date upon which it will be able to resume the performance
of the affected obligations hereunder; and
(B) provides at reasonable intervals updated information to the Other Party on the status of the
Event of Force Majeure and the steps taken to resume full performance of its obligations;
and
(C) mitigates the consequences of the Event of Force Majeure;
Notwithstanding the generality of Clause 19.1 above, Provider agrees to maintain business
continuity plans in all material respects equivalent to the scope and standard to which business
continuity plans were maintained in the 12 months prior to the date of this Agreement and Provider
shall not be able to rely on Clause 19.1 to the extent the failure to comply with this Agreement
results from a failure to maintain business continuity plans in all material respects equivalent to the
scope and standard to which business continuity plans were maintained in the 12 months prior to
the date of this Agreement.
Notwithstanding anything to the contrary in this Agreement, to the extent a Service that is provided
under a Contract is prevented from being provided or is materially affected by an Event of Force
Majeure and Provider is not obliged to pay or is not paying any Third Party Costs under the relevant
Contract during an Event of Force Majeure, Recipient shall not be obliged to pay the related Third
Party Costs for the same period of time as Provider's obligation is suspended under such Contract.
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20.
General
20.1
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CONTRACTS AND CONSENTS
Provider may appoint a member of its Group or a Third Party Provider to provide all or part of the
Services or otherwise perform any of its obligations under this Agreement, from time to time.
Provider shall remain responsible for, and for the provision of, all Services and obligations
performed by any member of Provider Group to the same extent as if such Services and
obligations were performed by Provider's Personnel.
Contracts in Recipient Group’s Name
20.2
Save as: (i) agreed in writing by the Parties; (ii) expressly provided in this Clause 20; and (iii) in
respect of Tenders which have been published and/or commenced by Provider prior to the date of
this Agreement, all contracts entered into on or after the date of this Agreement in respect of the
provision of services by a Third Party for the benefit of a member of Recipient Group shall be
entered into by the relevant member of Recipient Group.
Outsourcing
20.3
Provider shall discuss and consult with Recipient in respect of its strategy for intended material
outsourcings relating to any of the Services at the MSA Management Board.
If Provider intends to replace a member of its Group which provides all or part of any Service with a
Third Party Provider (“Outsourced Service"):
(A) Provider shall notify Recipient as soon as reasonably practicable of any planned
replacement, and in any event prior to the commencement of the official tendering process
for such Outsourced Service;
(B) Provider shall run a procurement process on behalf of Recipient, at Provider's Cost (and
such Costs shall include the legal costs incurred in respect of running the procurement
process), and shall use all reasonable endeavours to procure the provision of services to
Recipient Group equivalent to the Outsourced Service;
(C) unless otherwise agreed in writing by the Parties, Recipient shall enter into a replacement
contract with a Third Party in Recipient's name in respect of services equivalent to the
Outsourced Service in accordance with the Agreed Procurement Process;
(D) if Recipient enters into a replacement contract in accordance with this Clause 20.4, the
relevant Internal Charges shall cease to be payable in accordance with Clause 12.10(A)
(Separation and Recurring Stranded Costs);
(E) subject to Clause 20.4(B), each Party shall bear any Separation Costs incurred by it in
connection with any outsourcing of the Outsourced Service in accordance with this Clause
20.4; and
(F) Provider's obligation to provide the Outsourced Service shall terminate on the earlier of: (i)
the date that the relevant member of Provider Group is replaced by a Third Party Provider;
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and (ii) the date that the Third Party to the replacement contract is obliged to provide the
Replacement Services to Recipient and, save in respect of Provider's obligations specified
in Clause 20.4(B), Provider shall have no liability under this Agreement as a result of such
termination or failure to provide the Outsourced Service.
20.5 — Recipient shall pay all charges due to Third Parties in respect of the provision of services to
Recipient Group procured pursuant to Clause 20.4 as Third Party Costs in accordance with
Schedule 2 (Charges).
Provider Fault
206 If:
(A) a Third Party Consent is refused, terminated or revoked as a result of Provider's breach of
the terms of a Third Party Consent or a Contract, or if Provider unreasonably withholds or
I delays its approval to the proposed Cost of Recipient obtaining a Third Party Consent in
I accordance with Clause 16 (Third Party Consents);
(B) Provider wishes to exercise a termination right for convenience in respect of all or part of a
Contract; or
(C) a Contract is terminated by a Third Party Provider for Provider's breach of such Contract,
and as a result of such termination, a Breaking Service or a Dependent Service Element (as
applicable) can no longer be provided by Provider and such Breaking Service or Dependent
Service Element has not reached its Service End Date:
(i) Provider shall run a procurement process on behalf of Recipient, at Provider's
Cost (and such Cost shall include the legal costs incurred in respect of running the
procurement process), and shall use all reasonable endeavours, to procure the
provision of Replacement Services;
(ii) unless otherwise agreed in writing by the Parties, Recipient shall enter into a
replacement contract with a Third Party in Recipient's name in respect of
Replacement Services in accordance with the Agreed Procurement Process;
(ili) if Recipient enters into a replacement contract in accordance with this Clause
20.6, the relevant Internal Charges shall cease to be payable in accordance with
Clause 12.10(A) (Separation and Recurring Stranded_Costs);
(iv) Recipient shall pay all charges due to Third Parties in respect of the provision of
the Replacement Services as Third Party Costs in accordance with Schedule 2
(Charges);
(v) subject to Clause 20.6(C)(i), each Party shall bear any Separation Costs incurred
by it in connection with the circumstances specified in this Clause 20.6; and
(vi) Provider’s obligation to provide any relevant Breaking Service or Dependent
Service Element shall terminate on the early of: (i) the date the relevant Contract
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is terminated, or the date of the event giving rise to the requirement for the
relevant Third Party Consent, or the date the Third Party Consent is terminated or
revoked, (as the case may be); and (ii) the date that the Third Party to the
replacement contract is obliged to provide the Replacement Services to Recipient,
and Provider shall, save in respect of Provider's obligation specified in Clause
20.6(C)(i), have no liability under this Agreement as a result of such termination or
failure to provide such Breaking Service or Dependent Service Element.
Non Fault
20.7
20.8
20.9
20.10
If a Contract is due to expire earlier than the Service End Date for a Service, Provider shall use its
reasonable endeavours to extend the relevant Contract for Recipient's benefit and/or procure
Replacement Services in accordance with Clause 20.10.
If Provider wishes to terminate a Contract other than for convenience, Provider shall:
(A) notify Recipient as soon as reasonably practicable of its intention to exercise its right to
terminate the relevant Contract, such notice being not less than the amount of notice
Provider is required, pursuant to such Contract, to give to such Third Party Provider in
order to exercise such right (but, for the avoidance of doubt, the notice given to Recipient
and the notice given to the Third Party Provider may run concurrently); and
(B) to the extent practicable, consult with Recipient prior to the exercise of such rights.
If a Third Party terminates a Contract for reasons other than breach by Provider or a Third Party
Consent is refused, terminated or revoked for reasons other than Provider's breach of the terms of
such consent or relevant Contract (including if Recipient withholds or delays its approval to the
proposed Cost of Provider obtaining a Third Party Consent in accordance with Clause 16 (Third
Party Consents)) or other than in accordance with Clause 20.11, Provider shall notify Recipient as
soon as reasonably practicable after the relevant Third Party serves notice to terminate the
Contract or Third Party Consent, or refuse or revoke such Third Party Consent.
If a Contract is not extended in accordance with Clause 20.7 or 20.8 or Clause 20.9 applies:
(A) the Parties shall use reasonable endeavours to procure the provision of Replacement
Services;
(B) unless otherwise agreed in writing by the Parties, Provider shall run a procurement
process on behalf of Recipient in respect of such Replacement Services and Recipient
shall enter into a replacement contract with a Third Party in Recipient's name in respect of
the Replacement Services in accordance with the Agreed Procurement Process;
(C) if Recipient enters into a replacement contract in accordance with this Clause 20.10, the
relevant Internal Charges shall cease to be payable in accordance with Clause 12.11(A)
(Separation and Recurring Stranded Costs);
(D) ‘subject to Clause 16.2(A) (Third Party Consents), the Costs of the procurement and any
other Costs incurred by the Parties in respect of such Replacement Services (until the
relevant Service End Date) which would not have been incurred by the Parties but for the
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relevant circumstance in Clauses 20.7, 20.8 or 20.9 arising, shall be shared by Provider
and Recipient on a just and equitable basis, save where such Replacement Services are
used exclusively by Recipient Group, in which case Recipient shall bear all such Costs;
(3) each Party shall bear any Separation Costs incurred by it in connection with the
circumstances specified in this Clause 20.10; and
(F) Provider's obligation to provide any relevant Breaking Service or Dependent Service
) Element shall terminate on the earlier of: (i) the date the relevant Contract is terminated, or
the date of the event giving rise to the requirement for the relevant Third Party Consent, or
I the date the Third Party Consent is terminated or revoked, (as the case may be); and (ii)
I the date that the Third Party to the replacement contract is obliged to provide the
I Replacement Services to Recipient, and Provider shall, save in respect of its obligations
I ) specified in Clauses 20.10(A) and 20.10(B), have no liability under this Agreement as a
result of such termination or failure to provide such Breaking Service or Dependent Service
Element.
20.11 If Provider agrees to terminate a Contract or to notify a Third Party that it will no longer comply with
the terms of a Third Party Consent, at Recipient's request:
(A) Provider’s obligation to provide any relevant Breaking Service or Dependent Service
Element shall terminate on the date the relevant Contract or Third Party Consent is
terminated or revoked and Provider shall have no liability under this Agreement as a result
of such termination or failure to provide such Breaking Service or Dependent Service
Element;
I (B) Recipient shall obtain an alternative arrangement itself (at its own Cost); and
i (C) each Party shall bear any Separation Costs incurred by it in connection with the
circumstances specified in this Clause 20.11.
Recipient Contracts
20.12 Subject to any relevant Third Party Consents being obtained, Recipient shall provide, or procure
the provision of, the benefit of services replacing the Services which were provided pursuant to:
(A) Contracts which are transferred to a member of Recipient Group in accordance with
Clause 6.1 (Transferring Assets);
(B) contracts which are entered into by Recipient pursuant to this Clause 20; and
(C) Contracts which are novated in accordance with Clause 30.1 (Split Arrangements) to
Recipient Group,
in each case, to the extent Provider Group requires such benefit in order to provide any Service (or
part thereof) to an Authorised User.
20.13 Subject to appropriate redaction as reasonably required by Recipient in order to meet its
confidentiality obligations, Recipient shall provide Provider with a copy of any contract entered into
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by a member of Recipient Group which is reasonably required by the Provider in order to provide
the Services in accordance with this Agreement, save that Recipient shall not be obliged to provide
copies of any contracts procured by a member of Provider Group pursuant to the Procurement
Service.
Interaction with Recipient Third Party Suppliers
20.14 To the extent that Recipient requests Provider to procure any Replacement Services on its behalf
and a member of Recipient Group enters into a contract in respect of such Replacement Services,
Provider shall, at Recipient's Cost (if not already charged as part of the Internal Charges), be
responsible for the day-to-day interaction with the relevant Third Parties in respect of such
replacement contracts and shall notify Recipient of any breaches by such Third Parties of which it Is
aware and which are likely to be below the Service Level Standards. Recipient shall be responsible
for exercising any rights and remedies it may have pursuant to the terms of its contract with the
relevant Third Party.
20.15 Save in respect of contracts with Third Parties referred to in Clause 20.14, Recipient shall procure
that its Third Party suppliers co-operate with Provider Group to the extent such co-operation is
required in connection with the provision of the Services.
Communications with Third Party Providers
20.16 Neither Party shall make a communication to a Third Party Provider which is outside the ordinary
course of their relations which relates to:
(A) a Contract or any good or service provided pursuant to a Contract to which the Third Party
Provider is a party; or
(B) this Agreement,
without first consulting, and giving reasonable consideration to any concerns expressed by the
other Party’s relevant TSA Drivers. For the avoidance of doubt, nothing in this Clause 20.16 shall
require either Party to consult with the other Party where a communication to a Third Party Provider
relates to a Tender issued by that Party.
E-Sourcing System
20.17 Subject to the provisions of Clause 26 (Unauthorised Use), Recipient shall continue to have access
to Provider's e-sourcing system for the duration of this Agreement provided that Recipient shall only
1 have a right to access copies of Contracts which directly relate to the receipt of the Services by a
member of Recipient Group (which shall include those Contracts which directly relate to the
provision of Services to a member of Recipient Group and to the provision of services equivalent to
the Services to a member of Provider Group).
21. PROCUREMENT PLAN
21.1. The Parties will comply with their respective obligations in Schedule 8 (Procurement Plan
Principles).
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22.
22.2
22.3
22.4
22.5
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INTELLECTUAL PROPERTY
Save as expressly provided for in this Clause 22, neither Party, their Groups nor any Third Party
shall be granted any rights in respect of the Intellectual Property of any other person by this
Agreement.
Recipient hereby grants, or shall procure the grant of, to Provider a non-exclusive, non-
transferable, royalty-free licence (without the right to sub-license other than to members of Provider
Group, Sub-Contractors of Provider and Third Party Providers) to use any Intellectual Property
owned by Recipient Group solely to the extent necessary for the provision of the Services by
Provider Group in accordance with and subject to the terms of this Agreement until the relevant
Service ceases to be provided.
Provider hereby grants, or shall procure the grant of, to Recipient a non-exclusive, non-
transferable, royalty-free licence (without the right to sub-license other than to members of
Recipient Group and Sub-Contractors of Recipient) to use any Intellectual Property owned by
Provider Group solely to the extent necessary for the receipt of the Services by Recipient Group in
accordance with and subject to the terms of this Agreement until the relevant Service ceases to be
provided.
Subject to Clause 22.6, any Intellectual Property generated by, or on behalf of, Provider in the
course of providing the Services shall belong exclusively to Provider or its licensors. If any such
Intellectual Property vests in Recipient, a member of Recipient Group or any Recipient Personnel,
inadvertently or otherwise, Recipient hereby assigns, to the extent permitted by law, all such
Intellectual Property to Provider. To the extent that any such Intellectual Property is not so
assigned, Recipient shall promptly assign, or shall procure the prompt assignment of, such
Intellectual Property to Provider, for nominal consideration, and, until such assignment, shall hold
such Intellectual Property, or shall procure that such Intellectual Property is held, on trust for
Provider.
Intellectual Property developed by Recipient, or on behalf of Recipient by any person other than
Provider or any Sub-contractor engaged by Provider, in the course of receipt of the Services shall
belong exclusively to Recipient or its licensors. If any such Intellectual Property vests in Provider, a
member of Provider Group or any Provider Personnel inadvertently or otherwise, Provider hereby
assigns, to the extent permitted by law, all such Intellectual Property to Recipient. To the extent that
any such Intellectual Property (save for any such Intellectual Property which vests in Sub-
Contractors of Provider) is not so assigned, Provider shall promptly assign, or shall procure the
prompt assignment of, such Intellectual Property to Recipient, for nominal consideration, and, until
such assignment, shall hold such Intellectual Property, or shall procure that such Intellectual
Property is held, on trust for Recipient. If any such Intellectual Property vests in Sub-Contractors of
Provider, Provider shall use reasonable endeavours to procure the prompt assignment of such
Intellectual Property to Recipient at Recipient's Cost.
If Recipient commissions Provider to develop, or procure the development of, any Intellectual
Property, the terms of such development shall be agreed through the Change Control Procedure.
Provider shall assign or procure the assignment of all such Intellectual Property to Recipient in
accordance with the terms agreed between the Parties relating to such Change.
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22.7
22.8
22.9
23.
23.1
23.2
23.3
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Provider acknowledges that the Recipient Data is the property of Recipient or relevant member of
Recipient Group. All Intellectual Property, confidential information and know-how in or to the
Recipient Data shall vest in Recipient or relevant member of Recipient Group.
Each Party shall indemnify, and keep indemnified, the other Party from and against all claims,
Costs (including, without limitation, legal costs and other advisers’ fees), damages, losses and
liabilities caused by or arising as a result of:
(A) the indemnifying Party's breach of a licence provided under this Clause 22; or
(B) any claim that the use of the indemnifying Party’s materials by the other Party and/or its
Group in accordance with the respective licence provided under this Clause 22 infringes
the Intellectual Property of any third party.
Clause 22.8 shall not apply to:
(A) any infringement of Intellectual Property which arises from the use of the materials by the
other Party in contravention of the indemnifying Party's reasonable instructions; or
(B) any adaptation, modification or enhancement made by the other Party to the materials
without the indemnifying Party's approval.
CONDUCT OF THIRD PARTY CLAIMS
Where a Party (the “Indemnifying Party”) is, pursuant to this Agreement, required to indemnify the
other Party (the “Indemnified Party’) and its Group against any Costs, claims, demands and
damages of whatsoever nature incurred by the Indemnified Party and its Group arising out of or in
connection with any claim made by a third party against the Indemnified Party or its Group:
(A) the Indemnified Party shall notify the Indemnifying Party promptly in writing of such claim of
which it is aware; and
(B) the Indemnifying Party shall have 28 days from the date of such notice to decide whether
to conduct any litigation and negotiations for the settlement of the claim. If the Indemnifying
Party fails to take a decision within this period, it will be deemed to have decided not to
conduct any such litigation or negotiations.
If the Indemnifying Party decides to conduct any litigation or negotiations, it shall do so at its own
expense. The Indemnified Party shall give the Indemnifying Party all reasonable assistance
required by the Indemnifying Party in support of any such defence or action and shall not, and shall
procure that no member of its Group shall, make any admission or take any other action which
might be prejudicial to any proceedings without the express prior written consent of the
Indemnifying Party (such consent not to be unreasonably withheld or delayed). The Indemnifying
Party will not settle or compromise any claim without the Indemnified Party's consent (such consent
not to be unreasonably withheld or delayed).
If the Indemnifying Party decides not to conduct any litigation or negotiations, the Indemnified Party
may conduct any litigation or negotiations itself and the indemnity provided by the Indemnifying
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25.3
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Party pursuant to this Agreement shall include recovery of any expenses which have been pre-
approved in writing arising out of or in connection with any subsequent judgment or settlement.
OBLIGATION TO MITIGATE
If, pursuant to Clauses 22.8 (Intellectual Property), 26.4(A) (Unauthorised Use), 28.3(C) (Personnel
at Commencement), or 29 (Personnel at Service Termination) a Party is required to indemnify the
other Party (the “Mitigating Party”) and its Group against any Costs, losses, liabilities, claims,
demands and damages of whatsoever nature incurred by the Mitigating Party and its Group arising
out of or in connection with a breach of such Clause, the Mitigating Party shall, and shall procure
that each member of its Group shall, take all reasonable steps to mitigate such Costs, losses,
liabilities, claims, demands and damages.
ACCESS AND INFORMATION
Each Party shall (at the other Party's expense) provide such data, information, records and
assistance as may be reasonably requested:
(A) by the other Party, the other Party's Personnel or any relevant Third Party Provider for the
purpose of performing or receiving the whole or part of the Services; or
(B) by the other Party or the other Party's Personnel, for the purpose of verifying or carrying
out an audit of any of the Charges or other Costs payable under this Agreement, provided
that any such audit shall only be carried out once per Charging Period and in July,
and (upon request by the other with reasonable notice) afford the other Party and the other
Party's Personnel with reasonable access to its Personnel during working hours, save that
Provider shall not be required to provide access to Provider Personnel it does not employ
other than to the extent that Provider has access to such Provider Personnel under the terms
of the relevant Contract.
The Party requesting the data, information, records and assistance under Clause 25.1 shall:
(A) reimburse the other Party for all reasonable Costs which the other Party incurs in the
provision of such data, information, records and assistance pursuant to Clause 25.1; and
(B) if it wishes to appoint an external representative to carry out any audit under Clause 25.1
obtain the prior written consent of the other Party to the appointment of such external
representative, such consent not to be unreasonably withheld or delayed.
If an audit carried out under Clause 25.1(B) reveals that there is a material error in the calculation
of any of the Charges or Costs which have been paid or are payable under this Agreement by a
Party, such Party may serve a notice to the MSA Management Board giving reasonable details of
the relevant information provided pursuant to the audit and the material error. The MSA
Management Board shall discuss such information in accordance with Schedule 3 (Governance
and Service Management) and determine, acting in good faith, a resolution to rectify the error,
which may (if considered appropriate by the MSA Management Board) include a refund of Charges
or Costs (including in connection with the provision of data, information, records and assistance or
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an audit pursuant to Clause 25.2) to the Party subject of the error or be accounted for as part of the
Annual True Up.
Each Party undertakes to the other that it will comply with, and shall procure that each member of
its Group, its Personnel and any Sub-Contractors, will comply with:
(A) any reasonable security, health and safety and conduct guidelines and other rules and
regulations necessary for the provision of or, as the case may be, the receipt of any of the
Services; and
(B) the provisions of Clause 33 (Confidentiality).
Each Party shall, and shall procure that each other member of its Group shall, use its reasonable
endeavours to ensure that no computer virus or other contaminant (including, but not limited to,
bugs, worms, logic bombs or trojan horses) is introduced by it, any of its Personnel or any of its
Sub-Contractors into the IT Systems of the other Party or of any other member of the other Party's
Group.
Each Party shall (to the extent such Party becomes aware), and shall procure that each member of
their respective Group shall, notify the other Party of all events causing a material interruption to or
material reduction in the quality or availability of the Services relating to or involving its IT Systems
or the IT Systems of the other Party.
To the extent reasonably practicable, Recipient shall, and shall procure that each member of
Recipient Group shall, initiate all additions, amendments and deletions of users using the IT
Systems of Provider Group in connection with provision of the Services.
UNAUTHORISED USE
Each Party shall, and shall procure that its Personnel shall, not commit any act of Unauthorised
Use and each Party shall use reasonable endeavours to ensure that its Sub-Contractors do not
commit any act of Unauthorised Use.
Recipient Sub-Contractors which have access to Provider's IT Systems at the date of this
Agreement shall continue to have access to Provider's IT System, which is in all material respects
equivalent to the scope and standard of such access provided in the 12 month period immediately
prior to the date of this Agreement. Any additional access by Recipient Sub-Contractors which
have access to Provider's IT Systems at the date of this Agreement and access by any Recipient
Sub-Contractors which do not have access at the date of this Agreement, shall be subject to
Provider's prior written consent which shall not be withheld if the relevant Sub-Contractor meets the
requirements of Provider Group policies governing access to Provider's IT Systems. All access to
Provider's IT Systems by Recipient's Sub-Contractors shall be subject to compliance by the
relevant Recipient Sub-Contractor with Provider Group policies governing access by Third Parties
to Provider's IT Systems provided Provider provides Recipient with access to or copies of such
policies (to the extent Recipient does not already have such access or copies) and shall notify
Recipient of any changes to such policies.
In the event of an act of Unauthorised Use, the Party whose IT Systems were the subject of
Unauthorised Use may, without liability to itself, immediately suspend the access of the other Party,
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its Personnel and any of the other Party's Sub-Contractors, if, in its reasonable opinion (based on
the information available to it at the time), the Party whose IT Systems were the subject of
Unauthorised Use considers it necessary in order to ensure that the Unauthorised Use has ceased
} and will not recur (a “Security Suspension’), provided that:
(A) the Party whose IT Systems are the subject of Unauthorised Use shall inform the other
Party as soon as is reasonably practicable of any Security Suspension (and where
reasonably practicable, in advance of such suspension being implemented), including the
) estimated period of that suspension;
(B) the Party whose IT Systems are the subject of Unauthorised Use shall, at the same time as
1 the notice referred to in Clause 26.3(A) above, provide the other Party with reasonable
details of the Unauthorised Use, where applicable, for the purposes of enabling the other
Party to rectify that breach; and
(C) the Party whose IT Systems are the subject of Unauthorised Use shall reinstate the
relevant access as soon as is reasonably practicable once it is satisfied (acting
reasonably) that the Unauthorised Use has ceased and will not recur.
26.4 In the event of any breach of Clause 26.1:
(A) the Party in breach of Clause 26.1 agrees to indemnify and keep indemnified the other
Party and each other member of that Party's Group against such breach; and
(B) (in the case of malicious Unauthorised Use) the Party in breach of Clause 26.1 shall
ensure that the employee who committed the Unauthorised Use will be promptly withdrawn
from any role relating to the provision of the Services.
27. PROTECTION OF DATA
27.1. Terms and expressions used in this Clause 27 shall have the meaning assigned to them in the Data
Protection Act 1998 unless otherwise stated. In this Clause 27, “Data” means, as the context
requires, Recipient Data or Provider Data and “Relevant Personal Data" means, as the context
requires:
(A) Personal Data which is Recipient Data or in respect of which a member of the Recipient
Group is the data controller, which, in each case, Provider or its Sub-contractors process
pursuant to this Agreement; or
(B) Personal Data which is Provider Data or in respect of which a member of the Provider
Group is the data controller, which, in each case, Recipient or its Sub-contractors
processes pursuant to this Agreement.
27.2 Without prejudice to Clause 27.3:
(A) Provider shall, when it is processing Recipient Data pursuant to this Agreement, only
handle and process the Recipient Data in accordance with Recipient's reasonable
instructions and shall take appropriate technical and organisational measures against the
unauthorised or unlawful processing of Recipient Data and against accidental loss or
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destruction of, or damage to, Recipient Data in accordance with the Service Level
Standards; and
(B) Recipient shall when it is processing Provider Data pursuant to this Agreement, take
appropriate technical and organisational measures against the unauthorised or unlawful
processing of the Provider Data and against accidental loss or destruction of, or damage
to, Provider Data.
Each Party undertakes to the other that it will comply with, and shall procure that each member of
its Group, its Personnel and any Sub-Contractors, will comply with all applicable data protection
legislation in connection with the performance of its obligations and the exercise of its rights under
this Agreement. Each Party undertakes that when it acts as a data processor for the other Party
pursuant to this Agreement, it shall, and shall procure that its Personnel and any Sub-Contractors,
only process the other Party's Relevant Personal Data in accordance with the other Party's lawful
instructions.
Each Party agrees to, and shall procure that its Personnel and any Sub-Contractors, use
reasonable care and skill when it is processing the other Party's Data pursuant to this Agreement.
To the extent either Party is required to enter the other Party's Data onto the other Party's IT
Systems pursuant to this Agreement, it shall ensure that its Personnel use reasonable care and skill
to enter such Data onto the other Party's IT Systems accurately and in a reasonably prompt
manner.
Each Party shall, and shall procure that its Personnel and any Sub-Contractors, shall when
processing the other Party’s Data pursuant to this Agreement:
(A) promptly notify the other Party in writing if it, or its Personnel or Sub-Contractors, becomes
aware of any unauthorised or unlawful processing, loss, corruption or destruction of, or
damage to, the other Party’s Data which may have an adverse impact on the other Party's
business; and
(B) promptly, and at the option of the relevant Party, return to the other Party or delete all the
other Party’s Relevant Personal Data, and shall procure that its Sub-Contractors return to
the other Party or delete the all other Party’s Relevant Personal Data, following the
termination or expiry of this Agreement other than to the extent that its retention is required
by Applicable Law.
Each Party agrees that when it acts as data processor for the other Party pursuant to this
Agreement, it shall not transfer the other Party's Relevant Personal Data outside of the European
Economic Area without the other Party's prior written consent. Provider and Recipient hereby
consent to the transfer of the other Party's Relevant Personal Data outside of the European
Economic Area pursuant to a contract which exists, and in the terms which such contract exists, at
the date of this Agreement (as extended from time to time) between the other Party and a Third
Party and where a Party transfers the other Party's Relevant Personal Data outside of the
European Economic Area pursuant to such a contract, it shall notify the other Party.
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PERSONNEL AT COMMENCEMENT
Provider and Recipient intend that TUPE 2006 shall not apply on or after the commencement of this
Agreement in such a way so as to transfer the employment of any person to Provider or a member
of Provider Group as a result of the provision of the Services under this agreement.
The Parties recognise that the staff providing the Services are, as at the date of this Agreement,
already in place as employees of Provider.
If any person (a “Commencement Transferred Employee”) claims or it is determined that his
contract of employment has been transferred to Provider or a member of Provider Group contrary
to Clause 28.1 or claims that his employment should have so transferred, then:
(A) Provider or a member of its Group shall notify Recipient within 7 days of the date of either
(i) receipt of the Commencement Transferred Employee's claim or (ii) the determination,
referred to in Clause 28.3 above;
(B) Provider or the relevant member of Provider Group may terminate the employment of that
Commencement Transferred Employee provided that such termination is carried out within
3 months of the date of this Agreement; and
(C) Subject to Provider or relevant member of its Group complying with Clauses 28.3(A) and
(B), Recipient shall indemnify Provider against all Liabilities which Provider incurs by virtue
of TUPE 2006 and which arise out of or in connection with:
(i) that Commencement Transferred Employee’s employment;
(ii) the termination of that Commencement Transferred Employee's employment; and
(iii) any failure to inform and consult representatives of the Commencement
Transferred Employee under TUPE 2006.
PERSONNEL AT SERVICE TERMINATION
Provider and Recipient intend that, on or after each Service Cessation Date, TUPE 2006 shall
apply in such a way so as to transfer the employment to the Recipient and/or Successor Provider of
the Exit Transferred Employees engaged in the Service that has on the relevant Service Cessation
Date terminated or expired.
The Parties agree that the following terms shall apply in respect of each Exit Transferred
Employee:
(A) Provider shall be responsible for all emoluments and outgoings (including bonuses,
commissions, PAYE, NICs and employer contributions to retirement benefit schemes)
which have become due and payable prior to the relevant Service Cessation Date to or in
respect of the Exit Transferred Employee.
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Provider shall indemnify the Recipient (on its own behalf and on behalf of the Successor
Provider) against all Liabilities which Recipient and/or the Successor Provider incurs by
virtue of TUPE 2006 and which arise out of or in connection with:
(i) any failures by the Provider or member of Provider Group to comply with its
obligations under Clause 29.2(A);
(ii) any Claim by any Exit Transferred Employee arising from his employment with
Provider or member of Provider Group (other than in relation to a resignation
pursuant to Regulation 4(9) or 4(11) of TUPE 2006) prior to the relevant Service
Cessation Date; or
(iii) any Claim by or on behalf of any Exit Transferred Employee, including by a trade
union or staff association recognised by Provider or member of Provider Group in
respect of all or any of the Exit Transferred Employees, arising from Provider's or
member of Provider Group’s failure to comply with any consultation provision
under TUPE 2006 save, in each case, to the extent that the Claim arises from a
failure by Recipient and/or the Successor Provider to comply with the obligations
under Regulation 13(4) of TUPE 2006 or any other act or omission of Recipient
and/or the Successor Provider,
save that any Liabilities to which Clause 29.2(C) applies and any Liabilities which arise out
of any Claim in respect of which the benefit of insurance is available to Recipient or the
Successor Provider shall be excluded from the indemnity given in this Clause 29.2(B).
Recipient shall or shall procure that the Successor Provider shall, on and from the relevant
Service Cessation Date perform and discharge all of the obligations in relation to the Exit
Transferred Employees which arise on or after the relevant Service Cessation Date
including without limitation in relation to all emoluments and outgoings (including bonuses,
commissions, PAYE, NICs and employer contributions to retirement benefit schemes)
payable to or in respect of the Exit Transferred Employee.
Recipient shall indemnify Provider (on its own behalf and on behalf of any member of the
Provider Group) against any liability which arises out of or in connection with:
(i) any Claim by an Exit Transferred Employee arising from his employment with
Recipient and/or the Successor Provider on or after the relevant Service
Cessation Date;
(ii) any failure by it or the Successor Provider to comply with its or their obligations
under Clause 29.2(C);
(iii) a change on or after the relevant Service Cessation Date in respect of the Exit
Transferred Employees to any term of employment or working condition (including
any term or condition relating to an occupational pension scheme) or any proposal
to make such a change including any proposal communicated before the relevant
Service Cessation Date in respect of the Exit Transferred Employees directly or
indirectly to a Exit Transferred Employee, the Exit Transferred Employees’
representatives or a trade union by Recipient or the Successor Provider, or by
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Provider or member of Provider Group, following information received from
Recipient and/or the Successor Provider regarding such a proposal;
(iv) the termination of employment of any Exit Transferred Employee taking effect after
the relevant Service Cessation Date or any other event, matter or circumstance
occurring on or after the relevant Service Cessation Date or any other act or
omission by Recipient and/or the Successor Provider;
(v) any claim by any Exit Transferred Employee in connection with the termination of
his employment pursuant to Regulations 4(9) or 4(11) of TUPE 2006; and
(vi) Recipient and/or the Successor Provider's failure to comply with its obligations
under Regulation 13(4) of TUPE 2006 in respect of any Exit Transferred
Employee.
If on or after a Service Cessation Date any person other than an Exit Transferring Employee or an
employee seconded to Recipient from Provider Group (an “Exit Claiming Employee’) claims or
alleges that his contract of employment or any Liabilities in relation to his employment, has
transferred by the operation of TUPE 2006 to Recipient or the Successor Provider as a result of the
termination of the relevant Service, then:
(A) Recipient shall or shall procure that the relevant Successor Provider shall notify Provider
within 7 days of the date of receipt of the Exit Claiming Employee's claim or allegation;
(B) Recipient or the relevant Successor Supplier may terminate the employment of that Exit
Claiming Employee provided that such termination is carried out within 3 months of the
date of the termination of the relevant Service; and
(C) Subject to Recipient or the relevant Successor Supplier complying with Clauses 29.3(A)
and (B), Provider shall indemnify Recipient and the Successor Supplier against all
Liabilities which Recipient or the relevant Successor Supplier incurs by virtue of TUPE
2006 and which arise out of or in connection with:
(i) that Exit Claiming Employee’s employment;
(ii) the termination of that Exit Claiming Employee’s employment; and
(iil) any failure to inform and consult representatives of the Exit Claiming Employee
under TUPE 2006.
The Parties acknowledge and agree that it would not be just and equitable for any claim to be made
by Recipient and/or the Successor Provider in respect of any failure to provide Employee Liability
Information and Recipient agrees that if it and/or the Successor Provider should bring such a claim
it will indemnify Provider (on its own behalf and on behalf of each member of the Provider Group) in
respect of its losses, liabilities, damages, costs, claims and expenses arising from or in connection
with such a claim.
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30. SPLIT ARRANGEMENTS.
30.1 If Provider, Recipient and a Third Party agree to novate any Contracts, the Parties shall enter into a
novation agreement with the relevant Third Party substantially in the form set out in Schedule 9
(Form of Novation Agreement), and such other arrangements as shall be necessary or required to
effect the novation of the relevant Contract to Recipient.
30.2 Notwithstanding any provision of a novation agreement entered into pursuant to Clause 30.1,
Recipient acknowledges and agrees that Provider shall not be liable to Recipient for any Costs or
damages incurred or losses suffered by Recipient in connection with any claim that any goods or
services were procured in breach of the Public Contracts Regulations 2006 prior to the Novation
Effective Date.
30.3 If the apportionment of liability pursuant to the terms of a novation agreement entered into pursuant
to Clause 30.1 contradicts the exclusion of liability in Clause 30.2, the apportionment of liability
specified in the relevant novation agreement shall not apply solely to the extent that it contradicts
the exclusion of liability in Clause 30.2.
31. ASSIGNMENT
Neither of the Parties shall assign, or purport to assign, its rights or novate or otherwise transfer any right,
obligation, benefit or interest afforded to it by or derived by it from this Agreement either in whole or in part,
to any person without the prior written consent of the other Party.
32. AGREEMENTS TO AGREE
Where any provision contained in this Agreement relates to a document, procedure, process or any other
matter which is to be determined or otherwise agreed by Provider and Recipient following the execution of
this Agreement (an “Agreement to Agree"), Provider and Recipient each agree that they shall act:
(A) reasonably and in good faith in seeking to conclude each Agreement to Agree;
(B) as soon as reasonably practicable or, where timescales are stipulated in this Agreement,
within those timescales; and
(C) in such manner and form as required by the relevant Clause, Schedule or Annexure (as
applicable).
33. CONFIDENTIALITY
33.1 Each Party to this Agreement shall treat as strictly confidential all Confidential Information.
33.2 Either Party may disclose information which would otherwise be confidential if and to the extent:
(A) required by Applicable Law or for the purposes of judicial proceedings or to a tax authority
in connection with the tax affairs of the disclosing party;
(B) that the information is disclosed on a strictly confidential basis to the professional advisers,
auditors and/or bankers of that Party;
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) (C) that the information has come into the public domain through no fault of that Party;
(D) that the other Party has given prior written approval to the disclosure, such approval not to
be unreasonably withheld or delayed;
(E) required to enable that Party to enforce its rights under this Agreement;
(F) necessary for the provision or receipt of the Services;
(G) that disclosure by either Party to their Group is reasonably required for the provision or
receipt of the Services from time to time; or
(H) that disclosure is by Recipient to a Successor Provider, or potential Successor Provider, for
the re-tendering or transfer of the Services and Recipient has given prior written approval
to the disclosure, such approval not to be unreasonably withheld or delayed;
I provided that (except in the case of disclosure to a Tax authority):
(i) any such information disclosed pursuant to Clauses 33.2(A), 33.2(B), 33.2(F),
33.2(G) or 33.2(H) shall (to the extent permitted by Applicable Law) be disclosed
only after notice to the other Party; and
I
I
I !
I
I (ii) the person to whom disclosure is made is subject to confidentiality obligations
I broadly equivalent to those set out in this Clause 33.
I
33.3 In addition to the provisions of Clause 33.2, the Parties may disclose Confidential Information:
I (A) to any Personnel of Provider or Third Party Provider to the extent reasonably necessary to
enable the Services to be provided;
(B) to any person to the extent reasonably necessary for Provider to obtain any Third Party
} Consent; and
(C) to a Third Party that has, in Provider's reasonable judgement, a prospect of participating in
a Transaction subject to Provider giving prior written notice to Recipient of such disclosure,
and
in each case, provided such persons are subject to confidentiality obligations broadly equivalent to
those set out in this Clause 33,
34, NOTICES
34.1. Any notice or other communication given or made under or in connection with the matters
contemplated by this Agreement shall be in writing.
34.2 Any such notice or other communication shall be addressed as provided in Clause 34.3 and, if so
addressed, shall be deemed to have been duly given or made as follows:
(A) if sent by personal delivery, upon delivery at the address of the relevant Party;
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(B) if sent by first class post, two Business Days after the date of posting;
(C) if sent by fax, when sent,
provided that if, in accordance with the above provisions, any such notice or other communication
would otherwise be deemed to be given or made after 5:00 p.m. on any Business Day, such notice
or other communication shall be deemed to be given or made at the start of working hours on the
next Business Day.
The relevant addressee, address and fax number of each Party for the purposes of this Agreement,
subject to Clause 34.4, are:
Name of Party Address Email
For Recipient
For the attn. of Company 148 Old Street, London EC1V alwen.lyons¢ _.. MIRO
Secretary 9HQ
susan.crichton;
148 Old Street, London EC1V
9HQ
Copy to Legal and
Compliance Director
For Provider
For the attn. of Company —_ 100 Victoria Embankment, jon.milidge) GRO I
Secretary London, EC4Y 0OHQ
Copy to General Counsel 100 Victoria Embankment, neil.harnby,
London, EC4Y 0HQ
Either Party may notify the other Party of a change to its name, relevant addressee and address for
the purposes of Clause 34.3 provided that such notification shall only be effective on:
(A) the date specified in the notification as the date on which the change is to take place; or
(B) if no date is specified or the date specified is less than five Business Days after the date on
which notice is given, the date falling five Business Days after notice of any such change
has been given.
For the avoidance of doubt, the Parties agree that the provisions of this Clause 34 shall not apply in
relation to the service of any writ, summons, order, judgment or other document relating to or in
connection with any Disputes.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, and by the Parties to it on
separate counterparts, but shall not be effective until each Party has executed at least one
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counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts
shall together constitute but one and the same instrument.
RIGHTS OF THIRD PARTIES
The Parties to this Agreement do not intend that any term of this Agreement shall be enforceable by
virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a Party.
This Agreement may be varied in any way and at any time by written agreement of the Parties
without the consent of other members of either Party's Group.
The Parties agree that:
(A) in relation to Recipient and Provider and their respective Groups, each Party shall procure
that no claim is brought by any member of its Group other than the Parties;
(B) any losses of any member of Provider Group arising under or in connection with this
Agreement shall be deemed to be losses of Provider and shall, if such losses would have
been claimable by Provider had they been suffered directly by Provider, be claimable by
Provider hereunder subject to the application of any exclusions and limitations of liability
under this Agreement that would have applied to such losses had they been suffered by
Provider directly. In no event may Provider claim twice in respect of the same loss arising
under or in connection with this Agreement; and
(C) any losses of any member of Recipient Group arising under or in connection with this
Agreement shall be deemed to be losses of Recipient and shall, if such losses would have
been claimable by Recipient had they been suffered directly by Recipient, be claimable by
Recipient hereunder subject to the application of any exclusions and limitations of liability
under this Agreement that would have applied to such losses had they been suffered by
Recipient directly. In no event may Recipient claim twice in respect of the same loss
arising under or in connection with this Agreement.
SEVERABILITY
If any term or provision or any part thereof (in this Clause 37 called the “offending provision’)
contained in this Agreement is or shall be declared or become unenforceable, invalid or illegal for
any reason whatsoever, the other terms and provisions of this Agreement shall remain in full force
and effect as if the same had been executed without the offending provision appearing therein and
the Parties shall agree a replacement provision or part in place of such offending provision, such
provision or part to have an equivalent economic and commercial effect to the offending provision
or part.
NO PARTNERSHIP
Nothing in this Agreement and no action taken by either of the Parties pursuant to this Agreement
shall constitute a partnership, association, joint venture or other co-operative entity between the
Parties.
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39.
40.
41.
44.41
41.2
42.
43.
43.1
43.2
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FURTHER ASSURANCE
Each Party shall do and execute all such further acts and things as are reasonably required to give
full effect to the rights given and the transactions contemplated by this Agreement.
WAIVER
The waiver by either Party of a breach or default of any of the provisions of this Agreement by the
other Party shall not be construed as a waiver of any succeeding breach of the same or other
provisions nor shall any delay or omission on the part of either Party to exercise or avail itself of any
right, power or privilege that it has or may have provided by law or under this Agreement operate as
a waiver of any breach or default by either Party.
ENTIRE AGREEMENT
This Agreement, together with any agreement concluded by the Parties pursuant to Clause 42
(Variation), constitutes the whole and only agreement between the Parties relating to its subject
matter and supersedes and excludes all prior agreements or arrangements in that regard made
between them. Except as required by statute, no terms shall be implied (whether by custom, usage
or otherwise) into this Agreement. Except as the same are repeated in this Agreement, each Party
acknowledges that it has not relied upon and shall have no right of action or remedy in respect of
any draft agreement, any express or implied warranty, promise, assurance, arrangement,
representation or statement, whether or not in writing, relating to the subject matter of this
Agreement made or given by any person at any time.
Each Party waives all rights and remedies which, but for this Clause 41, might otherwise be
available to it in respect of any such representation, warranty, collateral contract or other
assurance.
Nothing in this Clause 41 limits or excludes any liability for fraud.
VARIATION
Save as otherwise provided in this Agreement, the terms of this Agreement may not be varied
except in writing and signed by or on behalf of each of Provider and Recipient (whether through the
Change Control Procedure or otherwise).
DISPUTE RESOLUTION
In the event that a dispute or difference arises between the Parties out of or in relation to this
Agreement that the Parties are not able to resolve by agreement informally (a “Dispute”), such
Dispute shall in the first instance be resolved by the written agreement of the Separation Project
Directors.
If within 15 Business Days of having been referred to the Separation Project Directors, the Dispute
has not been resolved in writing, or if either Separation Project Director deem that the Dispute falls
outside their remit and/or authority, then it shall be referred to the Business Sponsors Board.
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43.5
43.6
43.9
43.10
44,
444
44.2
44.3
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If within 15 Business Days of having been referred to the Business Sponsors Board, the Dispute
has not been resolved in writing then it shall be referred to the MSA Management Board.
If within 15 Business Days of being referred to the MSA Management Board the Dispute has not
been resolved in writing then it shall be referred to the CEOs of the Parties.
If within 15 Business Days of being referred to the CEOs of the Parties, the Dispute has not been
resolved, the Parties shall attempt to settle the Dispute by mediation in accordance with the Centre
for Effective Dispute Resolution ("CEDR") Model Mediation Procedure. Unless otherwise agreed
between the Parties, the mediator will be nominated by CEDR. To initiate the mediation a Party
must give notice in writing (an "ADR Notice") to the other Party requesting a mediation. A copy of
the ADR Notice shall be sent to CEDR by the Party requesting a mediation.
The mediation shall start not later than 10 Business Days after the date of the ADR Notice.
No Party may commence any arbitration in accordance with the provisions of Clause 44
(Arbitration) in relation to any Dispute arising out of this Agreement until it has attempted to settle
the Dispute by mediation and either the mediation has terminated or the other Party has failed to
participate in the mediation, provided that the right to issue proceedings is not prejudiced by a
delay.
In the event the mediation fails then the Dispute shall be settled through the operation of Clause
44.1 (Arbitration).
The timeframes set out in this Clause 43 can be extended or shortened by the written agreement of
the Parties.
Where a Dispute is referred by a Party's representative to a Third Party for resolution in accordance
with this Clause 43, the representative referring the Dispute shall also at the same time as such
referral provide to such Third Party to whom the referral is made details of the Dispute and
discussions and the proposals made by each Party in relation to the Dispute.
ARBITRATION
All Disputes arising out of or in connection with this Agreement shall be finally settled under the
rules of Arbitration of the International Chamber of Commerce (“ICC”) by arbitrators appointed in
accordance with the said rules.
The tribunal shall consist of three arbitrators to be appointed in accordance with the rules of the
Icc.
The place of arbitration shall be London.
The Parties agree that in so far as any provision contained in the ICC Rules relates to the
nationality of any arbitrator(s) (including, for the avoidance of doubt, Articles 9(1) and 9(5) of the
current version of the ICC Rules), that provision, or relevant part of that provision, is to be excluded.
In so far as any other provision contained in the ICC Rules is incompatible with applicable English
law, that provision or relevant part of that provision is also to be excluded.
79
44.5
44.6
45.
45.3
46.
47.
48.
48.1
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The language of the arbitration shall be English.
This Agreement shall be governed by and construed in accordance with English law. Any matter,
claim or dispute arising out of or in connection with this Agreement, whether contractual or non-
contractual, is to be governed by and determined in accordance with English law.
CONDUCT OF DISPUTES
All negotiations pursuant to Clause 43 (Dispute Resolution) shall be conducted in confidence and
without prejudice to the rights of the Parties in any future proceedings.
Notwithstanding any other provision in Clause 43 (Dispute Resolution), Clause 44 (Arbitration), and
this Clause 45 and the good faith intention of the Parties to fully utilise the Dispute Resolution
Procedures, nothing herein shall prevent a Party from taking steps to preserve or enforce its rights
including by way of interlocutory or other interim or immediate relief in a court of competent
jurisdiction.
Work and actions to be carried out in accordance with this Agreement (including the provision of
Services) shall not cease or be delayed by the Dispute Resolution Procedures.
GOVERNANCE
The Parties agree that they shall implement, staff and give effect to the personnel appointments,
management structures and committee and proceedings set out in this Agreement (and in particular
Schedule 3 (Governance and Service Management) for the duration of this Agreement.
COSTS AND EXPENSES
Except as stated in this Agreement or otherwise agreed between the Parties, each Party shall pay
its own Costs in relation to the negotiation, preparation, execution and carrying into effect of this
Agreement.
GOVERNING LAW
This Agreement and any non-contractual obligations arising out of or in connection with it shall
be governed by English law. Subject to the Dispute Resolution Procedures, the Parties agree
that the courts of England are to have jurisdiction to settle any dispute arising out of or in
connection with this Agreement and any proceeding, suit or action arising out of or in
connection with this Agreement may be brought in the English courts.
80
SIGNED by the Parties on the date that first appears in this Agreement.
SIGNED by )
MATTHEW LESTER )
duly authorised for and on
behalf of )
ROYAL MAIL GROUP LIMITED )
SIGNED by dy
Chars OAY yy
duly authorised for and on I
behalf of I
i
POST OFFICE LIMITED
81
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Schedule 1
SERVICES
1. This Schedule 1 sets out the following Services:
Section Services
Section A: Finance Services
Section B: Facilities Management Services
Section C : Fuel Services
Section D: Fleet Support Services
Section E: Company Secretary Services
Section F : HR Services
Section G: Storage and Print Management Services
Section H: Procurement Services
Section I: Property Management Services
Section J: Physical Security Services
Section K: Information Security Services
Page
18
24
25
31
33
37
40
47
48
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Section A: Finance Services
(i) NAME OF SERVICE: FINANCE — INTERNAL AUDIT AND RISK MANAGEMENT
FINO1
Internal Audit and Risk Management
Description of Service
a)
A. Provider shall provide the following Group independent assurance and risk management services:
independent assurance of high level risks, priority processes and projects within Recipient,
including execution of the annual audit plan;
b) risk management: providing support to the development and maintenance of risk management
in Recipient e.g. Recipient and directorate risk registers;
c) critical business processes: provide support to the development and facilitation of the critical
business process assurance exercise; and
d) other: checking Recipient's compliance with Group policy, data analytics, forensic audit,
business continuity assurance, risk and audit training as required.
B. Delivery of independent assurance and risk management plan. Measure: number of assignments
published from the plan agreed by Provider's Audit Risk Committee and Recipient.
Cc. Delivery within budget. Measure: man-days charged to assignment compared to planned man-days.
D. Provider to provide 500 man-days (on an annual basis) of work covering the agreed Recipient work plan
for 2012/13, the scheduled routine work, and risk management support and ad hoc assurance activity,
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as required by Recipient.
B Provider to provide support as Recipient establishes its own internal audit function, including access to
specialist advice and resources; and delivery of Recipient's audit files and historical data to the extent
that such audit files and historical data are held manually or can be produced using standard reports
only.
F. Provider to continue to provide current ‘Speak Up' employee disclosure line together with all associated
support (including provision of management information (“MI’)).
G Provider to provide support relating to transition to the new Recipient specific employee disclosure line,
including delivery of historical MI to the extent that such historical Ml is held manually or can be
produced using standard reports only.
Service End Date
31/03/2013
(ii) NAME OF SERVICE: FINANCE — CHIEF ACCOUNTANT
FINO2
Chief Accountant: Pensions Accounting
Description of Service
A. Pensions accounting provided at Group level for Recipient as follows:
a) pensions accounting provided at Group level for Provider's operating units: “Letters” and “Parcel
Force Worldwide” and Recipient;
b) prepare journals for Recipient covering notional interest charge; incremental adjustment as
payroll system and settlement rate differ; and support functions balance sheet impact allocation
to operating units;
c) at half year and year end, take deficit numbers provided by actuary, and allocate to operating
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units based on historical headcount;
d) reconcile long term liability held in operating units to explain movements;
e) provide disclosure notes for statutory accounts; and
f) calculate Recipient's pension protection levy, taking into account the size of the pension deficit,
risk assessment, Dun & Bradstreet rating and number of employees.
Be Prepare and arrange input of journals on a monthly basis.
Cc. Complete journal accurately and submit for processing in line with Group finance processing timescales.
FINO3
Chief Accountant: Consolidation
Description of Service
A. Consolidation:
(a) Group consolidation of Recipient's accounts into Group accounts;
(b) consolidation of Recipient's subsidiaries into Recipient's accounts; and
(c) provide annual tax pack information for provisions and accruals.
B. Prepare consolidated management accounts on a monthly basis.
c. Submit consolidated management accounts to Recipient finance in line with published Group finance
deadlines.
D. Prepare tax packs for provisions and accruals in line with published timescales.
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FINO4
Chief Accountant: Completing Accounts
Description of Service
A.
B.
Completion and submission of Recipient's accounts to Recipient finance for onward submission to
Companies House.
Provide annual consolidated accounts for Recipient within 7 weeks of year end.
(iii) NAME OF SERVICE: FINANCE — FACILITIES MANAGEMENT
FINOS
Facilities Management Finance: Royal Mail Engineering and Construction and Utilities
Description of Service
A.
Process and settle Royal Mail Engineering and Construction application for payment for jobs carried out
across whole Group for planned maintenance, reactive maintenance, fees, waste, office management,
furniture repair and cleaning. For shared buildings, user-business is not identified. For electricity, gas
and catering, journal costs to user-businesses cost centres.
Facilities management finance to validate and process the Royal Mail Engineering and Construction
application for payment (including Recipient’s elements), in accordance with the agreed timescales set
out in the ROMEC contract.
Facilities management finance to ensure that all payments to Royal Mail Engineering and Construction
are made in accordance with the timescales set out in the ROMEC contract.
At period-end, facilities management finance to journal the invoiced electricity, gas and catering charges
to the nominated Recipient cost centre by end of day +1.
At period-end, facilities management finance to provide Recipient with electricity, gas and catering
accruals by end of day +1.
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FINOG
Facilities Management Finance: General
Description of Service
A.
Facilities management finance:
a) for non-facilities management products (including print, street furniture, fittings and wheeled
equipment) journal to user-business cost centres. For facilities management helpdesk related
jobs, charge to user-business based on prior year actuals;
b) central requisitioning team prepare requisitions and coding for service entry sheets and CPC
(Corporate Purchasing Card) purchases; and
c) variance analysis against budget and prior year for facilities management leadership team, plus
monthly inter-business charging, quarterly forecasting process, provision of strategic plan and
annual budget which is based on strategic plan overlaid with known changes from planned
property moves.
For non-facilities management Royal Mail Engineering and Construction charges, facilities management
finance to circulate the charges to the nominated Recipient individuals for checking and provide a date
by which the charges need to be received back by facilities management finance.
Facilities management finance to reflect responses received from Recipient in the AfP (Application for
Payment) return to Royal Mail Engineering and Construction and journal costs to Recipient on receipt of
the invoice from Royal Mail Engineering and Construction.
(iv) NAME OF SERVICE: FINANCE — PROCESSING
FINO7
Finance Processing: Customer Accounts
Description of Service
A.
Customer accounts processing bills for external customers for Recipient.
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B. All billing requests to be processed within 2 Business Days of receipt.
Le Invoices issued to customers in line with Provider's standard system processes.
FINO8 Finance Processing: Payment Processing
Description of Service A. Payment processing.
B. Manage receipts and reconcile bank accounts for Recipient.
Cc. All receipts banked on day of receipt or next Business Day, and cleared to normal banking timescales.
D. Subject to Recipient having sufficient funds, bank accounts funded in line with Group policy and
reconciled on a weekly basis.
E. Probity sign-off of bank balances completed by day 10 after period end.
F. Minimise the number and value of ‘uncleared’ items in Recipient's general ledger banking codes beyond
7 days.
FINO9 Finance Processing: Credit Management Centre
Description of Service A Provider's credit management centre shall manage billing and provide reporting in respect Recipient's
clients, including:
a) chasing debt;
b) referring bad debts to Provider's Third Party Provider of litigation services; and
c) handling billing enquiries from Recipient's customers. Recipient's customers are split into
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c.
Recipient's clients and cash carrying customers for monitoring purposes.
Chase debt in line with Recipient's policy and processes.
Handle all queries within 2 Business Days of receipt, escalating to Recipient as required.
FIN10
Finance Processing: Accounts Payable
Description of Service
A
Accounts payable:
Invoices will be paid in line with Group policy and in accordance with the reasonable payment terms set
out in the contracts which have been entered into by a member of Recipient Group provided those
payment terms have been approved in writing (including by email) by Provider. Where Provider
approval has been provided the payment terms shall be deemed to be reasonable. Without prejudice to
Clause 20.13, Recipient shall provide Provider with a copy of any contract entered into by a member of
Recipient Group which is reasonably required by Provider in order for Provider to pay the relevant
Invoices.
Subject to Recipient having sufficient funds, bank accounts funded in line with Group policy and
reconciled monthly.
Probity sign-off of bank and trade creditor balances completed by day 10 after period end.
Accounts payable manage payments to vendors (using cheques, BACS and CHAPS) and reconcile
bank accounts.
Upload invoices to finance system ES-FS, deal with queries and perform invoice matching for Post
Office shops and business expenses.
Pay vehicle parts and spares by matching with M4 vehicle workshop system for the period during which
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the M4 vehicle workshop system is provided in accordance with Section N (IT Services).
Manage payment bank accounts and payment bank reconciliations.
FIN11
Finance Processing: Financial Accounting Services
Description of Service
A
Financial accounting services provided to Recipient as follows:
a) maintain general ledger for Recipient and oversee inter business accounting;
b) maintain asset register for Recipient;
c) maintain master data for Recipient on corporate systems; and
d) issue corporate purchasing cards, reporting on usage and upload spend onto finance systems.
Journal vouchers processed accurately within 2 Business Days of receipt.
Ledgers closed in line with Group finance timescales — as at the date of this Agreement, being on day 1
and day 3 after period end.
Assets loaded onto asset register within 5 Business Days of receipt of appropriate information from
Recipient.
Master data requests processed within 2 Business Days of when the requests are raised.
CPC Amex and Visa files loaded into finance system (ES-FS) within current accounting period.
FIN13
Finance Processing: Central Finance Functions
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Description of Service A. Provide financial decision support on shared enterprise-wide systems.
B. Variance analysis against budget and prior year carried out, plus monthly inter-business charging,
quarterly forecasting process, provision of strategic plan and annual budget based on strategic plan.
(v) NAME OF SERVICE: FINANCE — TREASURY AND TAXATION — CORPORATION TAX
FIN12
Corporation Tax
a)
b)
c)
qd)
e)
A. The following tax services shall be provided by Provider to Recipient:
preparing corporation tax returns and related compliance submitted in line with regulations for
financial years up to March 2013 on the basis of comprehensive and timely input and data
received from Recipient, and the determination, submission and finalisation of all claims,
surrenders, consents and elections of Recipient for these years. Recipient may review the
returns before submission and will inform Provider in advance (and by no later than 8 months
after the year end) if it intends to use external advisors (at Recipient's cost) to review returns
prior to submission;
HMRC corporation tax correspondence on Recipient's issues for financial years up to March
2013;
support for tax accounting for financial years up to March 2013 and statutory accounts tax
disclosures for years up to March 2013;
support for corporation tax instalment payments (if any) for financial years up to March 2013 and
re consortium relief issues with First Rate Exchange Services Limited;
preparation of capital allowance and capital gains computations as well as the capital goods
scheme adjustment for financial years up to March 2013. This includes, to the extent
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necessary, processing of Recipient's property and fixed asset data (via the TAAP (Tax Analysis
of Accommodation Projects) process) for financial years up to March 2013 to the extent Provider
has such data available to it.
Service End Date
This Service shall be provided for the financial years up to March 2013, and will end by 31/03/2014.
(vi) NAME OF SERVICE: FINANCE — TREASURY AND TAXATION — VAT
FIN14
VAT
Description of Service
A Provider shall undertake VAT filings and associated computations for Recipient as part of Royal Mail
Holdings plc or other VAT Group including Recipient and other members of the current VAT Group
submitted in line with regulations subject to comprehensive and timely input and data from Recipient
received and management of VAT aspects of HMRC relationship with the VAT Group.
Service End Date
This Service shall continue until the end of the month next following the end of the VAT prescribed accounting
period in which Recipient ceases to be a member of the same VAT group as Provider or until such other date as
agreed in writing by the Parties (acting reasonably taking into account the annual adjustment falling to be made
under regulation 107 of the VAT Regulations 1995 in respect of the longer period (for the purposes of such
regulation) in which Recipient ceases to be a member of the same VAT group as Provider).
(vii) NAME OF SERVICE: FINANCE — TREASURY AND TAXATION — EMPLOYMENT TAX
FIN15 Employment tax
Description of Service A Provider shall provide employment tax and related support including:
a) PAYE Settlement Agreement — compiling the necessary information, agreeing the items to be
included with HMRC, calculating the liability and submitting the return to HMRC (which may
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include a separate return for Recipient);
b) Benefits/Payroll — providing support based on changes in tax legislation, policy, working
practices, initiatives and new/existing issues raised by Recipient;
c) Dispensation — maintaining the version of the PAYE dispensation for the Group used as at the
date of this Agreement (a separate one may be needed for Recipient) and amend and agree
with HMRC where necessary;
d) HMRC contact — being the first port of call on all issues raised by HMRC, other than day to day
matters;
e) P35, P11d & Class1A NIC — providing input on items to include and compilation and submission
of these returns;
f) Agreements with HMRC — maintaining and refreshing agreements as necessary;
g) Agents — supporting Recipient and liaising with HMRC on status and remuneration aspects;
h) Inputting on CIS (Construction Industry Scheme) issues as required; and
i) General — providing support, guidance and training on all employment tax aspects.
Service End Date 31/03/2014
NAME OF SERVICE: FINANCE — TREASURY AND TAXATION — STAMP DUTY LAND TAX
FIN16 Stamp Duty Land Tax
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Description of Service A. Provider shall provide periodic high level review over Recipient's controls for Stamp Duty Land Tax filing
processes.
Service End Date 31/03/2013
(ix) NAME OF SERVICE: FINANCE - TREASURY AND TAXATION — TREASURY
FIN17
Treasury
Description of Service
A. Treasury:
a) Recipient will participate in foreign currency transactions and commodity purchase
arrangements if agreed beyond March 2012 and Recipient will provide clear forecasts of
amounts to be hedged, for which incremental costs will be charged;
b) foreign currency transactions and commodity purchase arrangements will be based upon
forecasts from Recipient of exact currency hedge requirements over the coming month. Group
Treasury will either place hedges with Provider or external hedges for Recipient and pass back
the incremental cost/saving to Recipient on maturity;
c) foreign currency transactions and commodity purchase arrangements transactions effected up
to at least March 2012 which may extend up to the year ending March 2015 for which
Recipient's commitments have been included will continue to be settled via Fuel
Services/Property Management Services as appropriate following the termination of this part of
Service FIN17(A)(c) under this Agreement. Where Recipient volumes have been included in
derivatives, and the supply of the underlying asset to Recipient has been terminated, the
derivatives will continue to be accounted for in connection with normal settlement procedures
(usually monthly); and
d) Subject to Schedule 5 (Change Control), if Recipient wishes new foreign currency transactions
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and commodity purchase arrangements to be placed beyond April 2012 these must be agreed
with Provider in advance.
Service End Date
Service terminates on 3 months’ written notice by either Party.
(x) NAME OF SERVICE: FINANCE — TREASURY AND TAXATION — TREASURY (INSURANCE)
FIN18
Treasury (Insurance)
Description of Service
a)
A Provider shall provide insurance within existing policies and participation in current broker contract (until
30 June 2012) as part of Provider Group cover and access to Postcap Guernsey Limited (Royal Mail
owned insurance company) with charges at market rates. The insurance contract expires on 30
September 2012. Without prejudice to Clause 20.7 of this Agreement, any renewal of insurance or
participation in the broker contract post this date will be at the discretion of Provider and Postcap
Guernsey Limited dependent on acceptable terms and charges and full disclosure of information to
Insurers, Provider and Postcap Guernsey Limited.
B. The insurance services comprise:
management of the relationship with brokers, external insurers, internal stakeholders and the
Group’s captive insurance company;
b) management of the renewal process which involves the collation of renewal data from all of
Recipient's business units/stakeholders and presenting this to brokers and insurers;
c) responding to insurance related queries and issues from Recipient ranging from contractual
insurance requirements through to property, liability, D&O and crime insurance questions; and
d) the management of major loss claims to include liaising with Provider's or Recipient's internal or
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external loss adjusters, lawyers and business stakeholders, as appropriate.
Service End Date
30/09/2012; or, if the Parties agree to renew the insurance contract on a joint basis and subject to Applicable
Law, such later date that the Parties may agree in writing.
(xi) NAME OF SERVICE: FINANCE — TREASURY AND TAXATION — TREASURY DISCLOSURES
FIN19
Treasury disclosures
Description of Service
A Provider will support appropriate treasury disclosures in statutory accounts for the financial years up to
March 2013 including those required by FRS 25, 26 and 29 (or equivalent international standards IAS
32 and 39 and IFRS 7) for the appropriate financial instruments.
Service End Date
This Service will be provided for financial years up to March 2013, to end by 31/03/2014.
(xii) NAME OF SERVICE: FINANCE — TREASURY AND TAXATION — HR SUPPORT
FIN20 HR Support
Description of Service A. Provider will provide support to Provider’s HR services with regard to the Personal Accident Benefit
Scheme.
Service End Date 31/03/2013.
(xiii) NAME OF SERVICE: FINANCE — TREASURY AND TAXATION — MEDICAL INSURANCE ARRANGEMENTS
FIN21
Medical insurance arrangements
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Description of Service
A. Provider will allow Recipient to participate in AXA (or other medical insurance) arrangements organised
by Provider with charges made as appropriate for Third Party Costs attributable to the share of relevant
employees of Recipient.
Service End Date
31/03/2013 or, if the Parties agree to renew the insurance contract on a joint basis and subject to Applicable
Law, such later date that the Parties may agree.
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Section B : Facilities Management Services
(xiv) NAME OF SERVICE: FACILITIES MANAGEMENT
FCMO01 Field Operations
Description of Service A. Provider shall deliver strategic and tactical facilities management and buildings services to ensure there
is business continuity for Recipient, specifically including:
a) ensuring a safe and compliant estate;
b) ensuring business continuity;
c) management of the overall reactive maintenance process within facilities management;
d) delivering a strategic, customer focused and proactive facilities management service;
e) leading stakeholder engagement and relationship management process;
f) working with procurement and contracts teams to drive continuous improvement of facilities,
management category procurement and contract management; and
g) driving supplier performance through cross business collaborative supplier performance
management techniques.
B. Subject to paragraph C below of FCM01, the field services AFM (Area Facilities Manager) service and
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contract management service for specific Recipient facilities management contracts will cease in
accordance with Section M (Services to Cease) of this Schedule 1.
Cc. In the event that the three new area facilities managers and one facilities management contract
manager roles identified in relation to the field service AFM service and contract management service
for the facilities management contracts within FCM01 which are exclusive to Recipient are not filled, and
Provider's relevant employees are not transferred onto the Recipient's payroll before 1 April 2012, that
service will continue until such time as they are filled.
Service End Date 31/03/2014
FCM02 Energy, Environment and Technical
Description of Service A. Provider shall define and deliver carbon reduction initiatives, technical design and compliance authority
to Recipient, specifically including:
a) risk mitigation;
b) duty holder responsibility of Recipient's staff;
c) management of contractor to ensure safe and compliant estate;
d) effective supplier performance management to drive contractor performance;
e) networking opportunities to drive best practice and innovation;
f) energy management engagement and training; and
g) effective cost and spend management.
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Service End Date
31/03/2014
FCM03
Policy, Regulation and Compliance
Description of Service
A. Provider shall provide to Recipient health, safety and legal compliance across property and facilities
management services, subject matter experts and providing advice to Group property and facilities
management, specifically including:
a) legislation monitoring and review, resulting in the development and/or amendment of policies
and standards, process and guidance development, review and deployment;
b) monitoring and audit of employee and supplier safety performance;
c) leading the response to enforcement interventions concerning premises, contractor and fire
related issues;
d) leading business continuity planning for facilities management; and
e) leading facilities management risk management process.
Service End Date 31/03/2014
FCM05
Projects on shared property and Planning
Description of Service
A. Provider shall construct the facilities management capex and opex programmes plan. Provider shall
deliver the plan to target, including providing the following specific activities:
a) project and programme management;
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b) managing the business planning process — lead role within facilities management;
c) managing and deploying the annual building condition survey programme;
d) effectively managing Recipient's supplier performance to drive contractor performance; and
e) effectively managing cost and spend.
Service End Date 31/03/2014
FCM06 Projects on Recipient Owned Property
Description of Service A. Provider shall perform maintenance projects for Recipient standalone estate.
B. Provider shall manage and deploy the annual building condition survey programme for Recipient
standalone estate.
Cc. Provider shall provide project and programme management.
Service End Date 31/03/2014
(xv) NAME OF SERVICE: FACILITIES MANAGEMENT — CHARGES
FCM07 Facilities Management Third Party Supplier and Royal Mail Engineering and Construction
Description of Service A Provider will procure, manage and make bill payments for facilities management services that Recipient
receives from third party suppliers in accordance with Provider's policy.
B. Provider shall manage the Royal Mail Engineering and Construction contract.
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Provider shall provide, or manage the provision of, the following products and associated services:
a) daily cleaning;
b) window cleaning;
c) reactive maintenance (via Provider's facilities management help desk);
d) building fabric and BES (Building Engineering Services) maintenance;
e) electronic security (ARC, Intruder Alarms , CCTV and access controls) — reactive and planned;
f) planned maintenance routines (PMRs);
g) building condition surveys;
h) building hazard risk assessments;
i) project maintenance;
j) utilities — Provider shall negotiate the contracts for gas, electric, heating oil and water;
k) catering services (provided by Quadrant) - Provider shall negotiate the price of this service;
i) general trade, confidential waste and recycling;
m) landscaping and grounds maintenance;
n) pest control services;
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0) washroom services;
p) furniture and fittings;
q) NPI (non-planned improvements);
19) FLF (first line fix);
s) churn;
t) annual checks on asbestos; and
u) fire risk assessments.
D. Provider shall provide to Recipient the carbon reduction programme.
OUT OF SCOPE
Provider is not required to provide services in respect of:
a) Recipient's capex / “Staying in Business” Projects, being small capital improvement projects that are
operationally driven by Recipient, as opposed to being part of the maintenance and compliance of the
estate.
b) Recipient's equipment, being equipment such as counter chairs and leaflet dispensers which is linked to
Recipient's operations rather than being related to the services described in this Section B (Facilities
Management Services).
Service End Date 31/03/2014
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Section C : Fuel Services
(xvi) NAME OF SERVICE: FUEL
FLTO1 Fuel supply
Description of Service A. Provider shall provide fuel at Recipient's 7 bunkered sites, provide fuel keys for Recipient to fuel up at
Royal Mail sites and provide fuel cards for Recipient to use on forecourts and provide timeplan
administration services.
B. Provider shall provide equipment repairs and maintenance services to ensure that Provider is able to
meet all fuel requirements for all of Provider's depots including forecourt fuelling.
Service End Date 31/03/2014
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Section D: Fleet Support Services
(xvii) NAME OF SERVICE: FLEET SUPPORT
FLTO2
Vehicle excise licensing
Description of Service
A Provider shall undertake steps necessary (including arranging for the renewal of licences) to tax
Recipient's vehicle fleet (including Recipient's mobile post offices) once per year using pre-printed
paperwork from DVLA.
B. Provider shall carry out the initial registration on brand new vehicles in Recipient's vehicle fleet
(including Recipient’s mobile post offices) via a Vehicle Registration Office and undertake steps
necessary to tax these new vehicles (including arranging and administering the necessary paperwork).
Service End Date
31/03/2014
FLTO3
Intra business reports/KPIs (Key Performance Indicators)
Description of Service
A Production of various MI reports from existing system including in respect of road traffic collisions,
vehicle maintenance, fuel and driver training.
B. Production of bespoke customer MI, monthly datapack and backing reports.
Service End Date
31/03/2014
FLTO4
Notice of impending prosecutions for driving offences
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Description of Service
A. Administration of notice of impending prosecutions received by Recipient plus administration of driver
assessor training resource for Recipient's supply chain and mobile post offices, including weekly report
production and posting to any Post Office supply chain depot and/or the Fleet central support team in
Salford.
Service End Date
31/03/2014
FLTOS
Administration of M4 fleet management database system
Description of Service
A. Amendment of the M4 database each time a vehicle is introduced, moved, disposed of etc. for all of
Recipient's vehicle fleet (including Recipient's mobile post offices).
B. Access to M4 database for Recipient's security field engineers (“SFEs") to enable them to capture work
orders in relation to repairs to all Recipient vehicles including mobile post offices.
Service End Date
31/03/2014
FLTO6
Vehicle disposals
Description of Service
A. Administration of vehicle disposal of Recipient's vehicles at the end of their life including Recipient's
mobile post offices.
Service End Date
31/03/2014
FLTO7
Vehicle paperwork admin
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Description of Service A. Maintain a hard copy file for each vehicle containing a copy of MOT, plating certificates, type approval
etc. in Recipient's vehicle fleet (including Recipient's mobile post offices).
Service End Date 31/03/2014
FLTO8
Vehicle procurement/supporting admin
Description of Service
A.
Supplier management: heavy vehicle supplier, light vehicle supplier, tracking systems supplier, security
vehicle conversion/coachbuilder supplier(s).
Managing supplier performance issues and modifications to spec and other issues. The management of
each tender process takes up to a year to complete and therefore is an ongoing process involving five
suppliers.
Provider will provide appropriate management to the relevant Recipient stakeholders and Recipient
finance business partners during the agreed procurement activity.
Provider shall provide the relevant SRM (Supplier Relationship Management) strategy/actions/plans to
the relevant suppliers for Recipient that Provider is managing (in-line with the Group procurement SRM
strategy).
Provider will provide the services described in FLT08 (Vehicle procurement/supporting admin) in
accordance with Recipient's processes and governance with respect to Recipient sourcing council, GIC
(Group Investment Committee), and any other governance to be agreed between the parties.
Provider shall provide subject matter experts to be a source of knowledge and expertise for Recipient
stakeholders on any suppliers managed by Group procurement.
Provider shall provide status updates on Recipient's activities on a monthly basis to the Group
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procurement planning and performance or best practice team.
H. Each of Provider and Recipient's nominated representatives shall review operational service levels each
month or as agreed by both parties.
I Provider shall provide vehicle life history to Recipient to inform Recipient's vehicle replacement
planning.
J. Provider shall manage the end to end process for Recipient's vehicle requisitions.
K. Provider shall manage the provision of vehicle orders and delivery schedules with suppliers and
Recipient.
Service End Date 31/03/2014
FLTO9
Specialist Vehicle Services time
Description of Service
A.
Where a Recipient vehicle is at any of Provider's vehicle service centres, Provider shall continue, upon
Recipient's request, to provide access (where practical within Provider’s production plan) to Recipient's
SFEs to undertake specialist maintenance work on Recipient's vehicles (including the provision of
reactive repairs, planned modifications and vehicle training sessions for Recipient's SFE staff). Such
access shall be in accordance with the RM site's ‘contractor’ rules provided that Provider has provided a
copy of such rules to Recipient. Provider will continue to provide existing access profiles to the M4 fleet
system in order for Recipient's SFEs to create and manage work orders of all vehicular work performed.
Service End Date
31/03/2014
FLT10
Central Postal Control
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Description of Service A. Co-ordination of breakdown recovery response for Recipient's vehicle fleet (including mobile post
offices), including out of hours support. Provider shall determine whether roadside repair or recovery is
required.
Service End Date 31/03/2014
FLT11 Parts & Warranty (Standard fleet)
Description of Service A. Supply and provision of standard parts.
B. Management of claims for standard parts to manufacturers for Recipient's vehicle fleet (including
Recipient's mobile post offices) under warranty.
Service End Date 31/03/2014
FLT12 Road Traffic Collision management
Description of Service A. Administration and legal management of all road traffic collisions involving any of Recipient's vehicle
fleet (including Recipient's mobile post offices).
Service End Date 31/03/2014
FLT13 Maintenance provision
Description of Service A. Provision of all aspects of vehicle maintenance, service and inspection for Recipient's vehicle fleet
(including Recipient's mobile post offices). Management of third party specialists including body repair
specialists.
B. Maintenance of legally required records and maintenance planning in line with Recipient's operators
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licence undertakings in respect of Recipient's vehicle fleet (including Recipient's mobile post office).
Service End Date
31/03/2014
FLT14
Provider Fleet Policy — info share on legally driven market changes
Description of Service
A. Provider to continue to provide advice to Recipient as to the impacts of legally driven vehicle
modifications and legislation and cascade fleet policy changes to Recipient.
Service End Date
31/03/2014
FLT15
Parts & Warranty (Specialist fleet)
Description of Service
A. Supply and provision of specialist parts.
B. Management of claims for specialist parts to manufacturers for Recipient's vehicle fleet (including
Recipient's mobile post offices) under warranty.
Service End Date
31/03/2014
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Section F : HR Services
(xix) NAME OF SERVICE: HR
HRSO1 Advice and support
Description of Service A. Provider shall provide timely provision of bullying and harassment investigators from within Provider to
investigate complex sex and/or race harassment claims within required timescales as per Provider's
policy.
Service End Date 31/03/2013
HRSO3
Administration of PaLMS (Performance and Learning Management System)
Description of Service
A Provider shall provide:
a) PaLMS support covering user technical support provided through the PaLMS helpline such as
resolving incorrect alignment to line manager or problems with user access to correct records;
b) assistance on reporting data held from PaLMS; and
ce) Recipient with access to PaLMS.
Service End Date
30/06/2012
HRS04
Corporate Responsibility and Engagement
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Description of Service Provider shall provide:
A. Claims management services to Recipient being the management of all personal injury claims received
from members of the general public and Recipient's employees, including:
a) the facilitation of claims handled by Provider’s external lawyers;
b) the investigation of claims assigned to Provider's internal team;
c) the assessment, negotiation and settlement of all claims handled internally;
d) the management and collation of all accidents and incident reports and investigations; and
e) forwarding the details of all incidents and reportable injuries involving third parties (e.g.
members of the public) to Recipient to enable Recipient to report as required to the Health &
Safety Executive under RIDDOR regulations (Reporting of Injuries, Diseases and Dangerous
Occurrences Regulations 1995) within legal timescales.
Service End Date 31/03/2013
HRCO1 Reward: Pensions
Description of Service A Provision of pension scheme management including in respect of scheme changes and the structure of
the scheme, the policies associated with the scheme and pension queries at senior and executive
management level, including REMSEPP (Royal Mail Senior Executive Pension Plan) advice.
Service End Date 31/03/2014
HRCO2 Reward: Benefits and Colleague Shares
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Description of Service A Provider shall design the contractual and voluntary benefits for Recipient's employees and provide
ongoing contract management for all levels of Recipient's employees which includes but is not limited
to:
a) the AXA PPP healthcare scheme, lease plan ‘Perk Cars’ (both of which are contractual benefits
for senior managers (including band 3a and 4 in Recipient only);
b) childcare vouchers, Bike2 Work, gym membership discounts (which is voluntary for all of
Recipient's employees); and
c) long service awards.
B. Provider shall design Recipient's senior employee’s pay packages including bonus schemes and
administration (for Remco, SLP (Senior Leadership Population) and Recipient's senior managers).
c. Provider shall manage the contract with BMI Healthcare for the annual health assessments for
Recipient's senior management (being Remco and SLP).
D. Provider shall manage the “Colleague Share Scheme” until the end of the scheme. The “Colleague
Share Scheme” is a ghost share scheme that all of Recipient's employees have an opportunity to join.
The “Colleague Share Scheme’ is part of the overall benefits package and pays dividend and longer
term bonuses periodically.
Service End Date 31/03/2013
HRCO3 Employee assistance and wellbeing
Description of Service Provider shall provide:
A. Management of the 24 hour bullying and harassment helpline via a Third Party Provider (as at the date
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of this Agreement, ATOS)
B. HELP employee assistance helpline which is provided via a Third Party Provider (as at the date of this
Agreement, ATOS) and available to all employees 24 hours per day. The HELP employee assistance
helpline provides an access route to the Rowland Hill Fund.
Cc. Health, wellbeing and attendance services being the central management of Group occupational health
contracts and delivery of occupational health and wellbeing services to Recipient (including the services
provided by ATOS).
Service End Date 31/03/2013
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(xx) NAME OF SERVICE: PRINT MANAGEMENT
IRDO1
Print Management Services
Description of Service
Provider shall provide the print management services set out below:
A.
Management of the print services that were provided by iRed and/or Provider to Recipient during the 12
month period prior to the date of this Agreement including but not limited to those outlined below . The
Service Level Standards shall continue to apply to all print management services, including in respect of
print jobs dispatched, jobs and proofs provided according to the specification, schedule and
maintenance of job folders.
Creation and distribution of SMS, email, barcode only and printed payout letters. Provider shal
maintain a secure web portal and SFTP (Secure File Transfer Protocol) for secure transmission of
payout files.
Provision of the secure printing services (e.g Post Office postal orders and payslips).
Provision of the current EA — (environment agency) print services including planning for next season’s
licences and renewal letters, incorporating all literature amends to approval, attendance at monthly
service reviews and delivery of daily MI and Service Level Standard information. Provider shall maintain
an integrated system to receive and convert data into a usable format for mi
Production of single trip pouches for remittances.
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F Provision of direct mail — on demand campaigns.
G Provision of point of sale materials — including DL slips, AO posters including multiple fold items,
perforated, crash numbered etc.
H. Provision of stationery — including compliment slips, letterheads and envelopes.
I. Production of NCR forms (being multiple part paper forms) — which are utilised by Recipient's supply
chain CViT units in the event of scanner failures.
Service End Date This service shall terminate on the earlier of:
(i) 30/06/2012; or
(ii) the date a Third Party is obliged pursuant to a written agreement, to provide services that are the same or
substantially similar to the print management services that are described in this Service (IRD01) to Recipient.
(xxi) NAME OF SERVICE: STORAGE
IRDO2 Storage Services
Description of Service A. Provider shall provide Iron Mountain document storage and archiving services.
Service End Date This service shall terminate on the earlier of:
(0) 31/07/2012; or
(ii) the date a Third Party is obliged pursuant to a written agreement, to provide services that are
the same or substantially similar to the storage services that are described in this Service
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Section H: Procurement Services
(xxii) NAME OF SERVICE: PROCUREMENT
PCTO1
Category Layer
Description of Service
A.
Provider shall provide procurement processes in line with Recipient's business requirements. This
includes full management of the process from investment committee approval to contract signature.
Provider shall manage any changes to contracts, including managing the process of sign-off and
renegotiation of mid contract changes.
Provider will focus on category-specific procurement, which includes property and utilities, business
services, Group IT and telecoms, vehicles, assets, logistics, facilities management and tactical sourcing.
Provider shall manage all of Recipient's suppliers, with the exception of the core 13 strategic contracts
(which shall be reviewed on a 6 monthly basis) in respect of the following suppliers: BT Wholesale (from
2012), Fujitsu, HP, Logica, WH Smith, ISA Retail Services, Bank Of Ireland, J P Morgan Europe Ltd,
Cogent inc, Ingenico (UK) LTD, Wincor Nixdorf Limited, Barclays and Qmatic. Contract award or
amendment for the “Strategic Contracts” is still subject to the agreed Delegated Authority process in
place as at the date of this Agreement, under which the current RMG CPO has the delegated authority,
rather than the POL Procurement Director.
Provider will undertake the entire sourcing process for Recipient unless Recipient decides to run the
procurement process itself.
Provider will provide appropriate management to the relevant Recipient stakeholders and Recipient
finance business partners during the agreed procurement activity.
Provider shall provide the relevant SRM (Supplier Relationship Management) strategy, actions and
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plans to the relevant suppliers for Recipient that Provider is managing (in-line with the Group
procurement SRM strategy).
Provider will ensure that eSourcing is up to date and accurate.
Provider will provide the services described in Section H (Procurement Services) in accordance with
Recipient's processes and governance with respect to Recipient sourcing council, GIC (Group
Investment Committee), and any other governance to be agreed between the Parties.
Provider shall provide subject matter experts to be a source of knowledge and expertise for Recipient
stakeholders on any suppliers managed by Group procurement.
Provider shall provide status updates on Recipient's activities on a monthly basis to the Group
procurement planning and performance or best practice team.
Provider shall provide support in the up skilling programme of Recipient, in line with Group procurement
training, to enable Recipient to operate its procurement needs autonomously.
Provider shall provide resourcing according to the pre-agreed worklist and manage any amendments
through a change control process.
Provider shall provide a response to Recipient within 7 Business Days of Recipient's request, for
additional procurement resource to be provided by Provider (including the cost of such additional
procurement resource). If accepted by Group procurement, Recipient shall confirm within 7 Business
Days whether or not it wishes to proceed with its request for additional procurement resources at the
agreed cost. Requests by Recipient for additional procurement resource will be provided by Provider in
accordance with Schedule 5 (Change Control).
Each of Provider and Recipient's nominated representatives shall review operational service levels each
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month or as agreed by both Parties.
Service End Date
31/03/2014
PCTO2 Procurement Service Centre
Description of Service A. Provider shall provide customer and supplier support for requisitions and transition to purchase orders.
B. Provider shall provide low value sourcing for one time vendors.
Cc. Provider shall provide procurement processes in line with Recipient's business requirements for all
activity that falls outside of the scope of the service described in Category Layer (PCTO1) or POL’s
strategic suppliers (being, as at the date of this Agreement, BT Wholesale (from 2012), Fujitsu, HP,
Logica, WH Smith, ISA Retail Services, Bank Of Ireland, J P Morgan Europe Ltd, Cogent inc, Ingenico
(UK) LTD, Wincor Nixdorf Limited, Barclays and Qmatic).
D. Provider shall provide management and maintenance of the SAP SRM (R2P) system, e.g. on-boarding
and exiting of suppliers and delegated approvals process. Note: The R2P feeds into the governance
process and levels of authority therefore need to ensure correct governance is applied and adhered to
under procurement process.
E. Provider will ensure that eSourcing is up to date and accurate.
Service End Date 31/03/2014
PCTO3
Planning Performance & Governance or Best Practice
Description of Service
A.
Provider shall manage and maintain the shared eSourcing systems that exist as at the date of this
Agreement.
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B. Provider shall ensure that the shared eSourcing system that exists as at the date of this Agreement is
up to date and accurate including Recipient's contracts database.
c. Provider shall provide support in the up skilling programme of Recipient, in line with Group procurement
training, to enable Recipient to operate its procurement needs autonomously.
D. Provider shall ensure that Recipient is included in all Group procurement subscriptions.
E. Provider shall ensure that its development of governance and processes considers Recipient's
requirements and manages impact to a mutually agreeable solution.
F. Provider shall ensure that SOPs (Standard Operating Procedures) are up to date, accurate and
accessible.
Service End Date 31/03/2014
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e) produce agreed reporting;
f) facilitate review meetings with consultants; and
g) measure and report KPIs.
Service End Date
31/03/2014
PRPO3
Estate Management Contract
Description of Service
A.
Royal Mail estates management and rating consultants shall provide a day-to-day estates management
service for Recipient. Provider shall process estate data changes and make recommendations for
amounts due to be paid on behalf of Royal Mail finance, which performs property accounting on behalf
of Recipient, therefore enabling both data management and property accounting services.
These services and standards are defined under the external estates management contract between
Provider and BNP Paribas, Sanderson Weatherall, Osborne King and J&E Shepherd (the “Estates
Management Contract”) and performance managed with inputs from both Parties.
Separate estates management contracts for Recipient and Provider will be put in place when the
Estates Management Contract expires. Recipient undertakes to specify in its new estate management
contract that supplier(s) will work to the same data and transaction processing process model specified
in the Estates Management Contract for the period during which Provider provides property accounting
services for Recipient.
Service End Date
30/09/2012
PRPO4
Rating Contract
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Description of Service
A Royal Mail estates management and rating consultants shall provide a day-to-day estates management
service for Recipient. Provider shall process estate data changes and make recommendations for
amounts due to be paid on behalf of Royal Mail finance, which performs property accounting on behalf
of Recipient, therefore enabling both data management and property accounting services.
B. These services and standards are defined under the Rating Contract between Provider and DTZ and
performance managed with inputs from both Parties.
Service End Date
31/03/2014
PRPOS
Estates
Description of Service
Provider shall ensure that a panel of 26 estates consultants are available to Recipient to call off for project
related work including in respect of lease regears. Recipient shall order and pay the estate consultants directly
but Recipient shall receive the benefit from Provider contract rates.
Service End Date
07/12/2012
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Section J: Physical Security Services
(xxiv) NAME OF SERVICE: PHYSICAL SECURITY
SECO1 Physical Security
Description of Service A. Provider shall provide transactional intelligence services, i.e. Equifax checks, national security clearance
checks, Inland Revenue checks, PNC (Police National Computer) checks and debarment checks.
B. In respect of changes in legislation, Provider shall update Provider's criminal investigation policy and
standards and notify Recipient of any updates that it makes to its criminal investigation policy and
standards.
c. Provider shall provide advice on how to construct an investigation training course and provide copies of
existing course material.
D. Provider shall provide up to two forensic examinations of computers a year.
E. Provider shall notify Recipient of changes in the national security strategy, provide departmental security
officer, update the security policy framework in accordance with such changes, apply government
security standards (IT, vetting, business continuity, security), provide an annual report to government
covering security policy framework, CPNI (Critical Physical National Infrastructure), updating the
counter-terrorism policy, threat reporting/alert states, CBRNE, (Chemical, Biological, Radiological,
Nuclear and high yield Explosive) vetting for prospective employees, input into insurance for kidnap
and/or extortion.
Service End Date 30/09/2012
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Section K: Information Security Services
(xxv) NAME OF SERVICE: INFORMATION SECURITY
SECO2 Information Security (1)
Description of Service A. Provider shall notify Recipient of any training that may be required or is recommended by Provider in
respect of any changes in Provider's information security policies which are applicable to Recipient.
Recipient shall carry out any training required or recommended by Provider for Recipient's staff in
respect of such changes to Provider’s information security policies provided that Provider makes
available to Recipient Provider's existing resources and delivery channels for training (excluding
Provider's personnel). Provider will not audit or otherwise monitor Recipient's training methods, content,
delivery, effectiveness or efficiencies however measured.
B. Provider shall continue to interpret the implications of changes in government legislation using
reasonable efforts and notify Recipient of the changes Recipient is required to make to Recipient's
processes as Provider has undertaken in the 12 month period prior to the date of this Agreement.
Cc. Provider shall manage the following contracts: Qualys — vulnerability scanning, QinetiQ — penetration
testing, Portcullis — penetration testing, The Security Company — information security awareness
training.
D. Provider shall continue to manage the sensitive waste contract with Reisswolf in respect of the waste
that is collected from both Crown Post offices and Recipient's administration buildings as Provider has
undertaken in the 12 month period prior to the date of this Agreement.
Service End Date 31/10/2012
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SECO3 Information Security (2)
Description of Service A. Provider shall acquire data under Provider's P6 data acquisition process (process owned by information
security, policy owned by HR).
B. Provider shall provide incident management on shared infrastructure.
Cc. Provider shall continue to facilitate the provision of all information security related administration
activities via its Third Party Providers as it has undertaken during the 12 month period prior to the date
of this Agreement including network administration, monitoring, reporting, vulnerability management and
network firewall policy change authorisation (periodic meeting shall be established to apprise Recipient
information security of significant security related changes implemented in the previous period and
planned for the next).
D. Provider shall manage Group contracts with specific information security and data protection input in
respect of CSC, BT, Capgemini and Steria.
E. Provider shall provide services in respect of security architecture for Group projects.
F Provider shall provide the following corporate desktop services laptop security (hard disk encryption),
end point security, antivirus, filesafe —- secure data transfer service and digital certificate authority for the
period during which such IT services are provided in accordance with Section N (IT Services).
G Provider shall notify Recipient of any changes in Provider’s information security policies which are
applicable to Recipient.
Service End Date 31/03/2014
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Section L: Contact Centre Services
(xxvi) NAME OF SERVICE: CONTACT CENTRE
CON01
Contact Centre
Definitions
In this schedule, unless the contrary intention appears:
“Contact Centre Service Level” means each of the service levels set out in paragraphs 11 to 15 (inclusive) and
“Contact Centre Service Levels” means all such service levels;
“Contact Centre Services” means the services set out in paragraphs 1 and 2;
“Incident” means an incident where Provider does not respond to or process a query, complaint or request on
the day that such query, complaint or request is received by Provider.
Description of Service and Reporting
1. Existing Contact Centre Services
Provider shall provide Recipient with the following services:
A Post office external helpdesk (“POEX”) services, being the management of all customer or prospective
customer queries, and lower level complaints (being complaints received from any member of the
general public) relating to Recipient, Recipient's products and services and any other matters as may be
advised by the Recipient from time to time and lead generation for Recipient's products and services
from customers and prospective customers (“POEX Services”);
B. Network business support centre (‘NBSC") services, being the management of all enquiries from
postmasters, sub postmasters and their staff, relating to the Recipient's products and services and any
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matters relating to the support of the provision of Recipient's products and services (“NBSC Services’);
NBSC customer relations services, being the management and resolution of branch complaints relating
to any aspect of the Recipient's business ("NBSC Customer Relations’);
POEX customer care unit (“CCU”) services, being the management and resolution of all customer
complaints relating to any aspect of the Recipient's business, including escalation of high profile
complaints within the Recipient and transfer of complaints to appropriate helpdesks as required (“CCU
Services’);
Management of rod fishing licence telesales (“Fishing Licence Services”);
Management of social media enquiries made through all social media including Twitter, Facebook, etc;
Provision of the services set out in paragraphs 1A, 1D and 1E above in the Welsh language, as required
by law (‘Welsh Language Services’);
Management and support services, being the provision of such management information, recruitment,
training, coaching, IT, telephony and all other support services as are necessary to support the efficient
provision and development of the services described in paragraphs 1A to 1G above.
Additional Contact Centre Services
Subject to Schedule 5 (Change Control) (except as expressed to the contrary in Paragraph 2(B), Section L (xxvi)
of this Schedule 1 (Services)), if, in any Contract Year, Recipient requests that Provider provide to Recipient
Group any or all of the additional Contact Centre Services set out in this Paragraph 2(i) to Paragraph 2(viii) and:
the Costs budgeted for the provision of the Contact Centre Services in respect of that Contract Year
(‘Contact Centre Services Budget’) has been reached or exceeded, Recipient shall pay the amount
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referred to in Paragraph 13(C) of Schedule 2 (Charges); or
the Contact Centre Services Budget has not been reached, Recipient shall not be liable to pay for such
additional Contact Centre Services to the extent the Contact Centre Services Budget has not been
reached and Paragraph 12 of Schedule 5 (Change Control) shall not apply in respect of such amount,
then Provider shall provide:
0)
(ii)
(iii)
Intelligent call routing and monitoring of NBSC Services (for the avoidance of doubt by product and
service branch type) being the prioritisation of in-bound calls based on the type of call and branch
making the call.
Information set out in the Recipient's quality framework to assess Provider's provision of the Contact
Centre Services to branches.
Management information in respect of NBSC grade of service and the average wait to Answer ona
weekly basis.
(iv) Information in respect of Provider's Incident resolution process against the Contact Centre Service Level
described in the first row of the table set out in paragraph 15.
(v) Amonthly consolidated network report for NBSC Services to include performance and proposed service
improvements.
(vi) Reporting to Recipient of those branches that are not conforming to process and procedures.
(vii) Nursery management to proactively engage all new branches on an agreed regular basis to
support/coach them through any issues that may have required them to contact NBSC.
(viii) Short term care team which would analyse the inbound call data & target branches that are regularly
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contacting NBSC for direct support/training/coaching.
The Contact Centre Services shall be provided by Provider principally via telephone, email, textphone, social
media — twitter, facebook etc. and whitemail.
Provider will be responsible for the provision and maintenance of all technology and telecoms applications
necessary for the provision of the Contact Centre Services, including the Knowledge Base and Siebel
applications. Provider shall procure the provision of maintenance and support services for the Remedy system
(being the support platform for NBSC Services) until such system is replaced by an alternative system as agreed
between the Parties.
3. Contact Centre Availability
The contract centres will be open during the following hours (“Contact Centre Hours”):
Customer Service
Product Monday to Friday Saturday Sunday Bank Holidays*
(excluding bank
holidays)
POEX Services 08:15 — 18:00 08:30 — 14:00 CLOSED CLOSED
1 Where a bank or public holiday covers all the countries of the United Kingdom, the centres will operate to the bank holiday hours detailed above. Where a bank or public holiday covers only a
region or country of the United Kingdom, the centres will operate on a normal Monday — Friday basis, but Provider may adjust staffing to reflect any expected charge in calls from the relevant
region or country.
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NBSC Services 08:00 — 18:00 08:00 — 14:00 CLOSED CLOSED
(except Wednesday,
where the contact
centre will be open
08:00 — 20:00)
NBSC Voice Mail Box 00:00 — 23:59 00:00 — 23:59 00:00 — 23:59 00:00 — 23:59
NBSC Customer Relations 08:00 — 18:00 CLOSED CLOSED CLOSED
CCU Services 08:15 — 18:00 CLOSED CLOSED CLOSED
Fishing Licence Services 4* March - 30” 4* March — 30" 4% March - 30" September I CLOSED with the exception
September 08:30- September 08:30- 08:30 — 20:00 of Good Friday & Easter
20:00 20:00 Monday when service will be
1* October — 28"
February 08:30 —
18:00
1" October - 28"
February 08:30 —
18:00
1* October — 28" February
CLOSED
available as on a normal
Friday
Welsh Speaking Services
08:30 — 18:00
08:30 — 14:00
CLOSED
CLOSED
4. Reporting
Provider will provide reporting on a weekly and monthly basis on the Contact Centre Services to Recipient, ina
format provided by the Recipient. The reports will set out the following in respect of the previous week and
month:
(i) Provider's performance against the Contact Centre Service Levels;
(ii) ‘such other commercial information as is required by the Recipient to understand the business and
performance of the Contact Centre Services to the Recipient’s reasonable satisfaction; and
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(iii) any additional information as required by the Recipient from time to time
(together, the “Service Performance Reports’).
Provider shall deliver the Service Performance Reports to Recipient at the following times:
(i) each weekly report shall be delivered to the person designated by the Recipient by close of business on
the Tuesday following the end of the relevant week; and
(ii) each monthly report shall be delivered to the person designated by the Recipient by 10am on Sth
Business Day following the end of the relevant Month. 2
2 Monthly/Month shall be each of Recipient's business period of which there are 12 in each business year. The business periods are of the following lengths:
Period 1 — 5 Weeks from the commencement of 1 April.
Period 2-4 Weeks from the end of Period 1
Period 3 - 4 Weeks from the end of Period 2.
Period 4-5 Weeks from the end of Period 3.
Period 5 ~4 Weeks from the end of Period 4.
Period 6 — 4 Weeks from the end of Period 5.
Period 7 - 5 Weeks from the end of Period 6.
Period 8 — 4 Weeks from the end of Period 7.
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57
Provider shall amend its action plans in accordance with Recipient's reasonable requests.
(ii) The Provider will work in partnership with the Recipient to develop a problem management framework
that will identify recurring Contact Centre Service Level failures to be tracked, highlighted and
addressed.
(iii) If requested by Recipient, Provider will additionally be required to provide real-time reporting (as agreed
between Recipient and Provider's Customer Data and Analysis Team), where the Recipient requires
Provider on foot of any incident or unplanned activity that may have, or may possibly have, an effect on
the Provider’s ability to achieve the Contact Centre Service Levels.
6. Monthly Operational and Financial Review
The Recipient and the Provider will meet within 2 weeks of the end of each Month to review Provider's
operational and financial performance against the Contact Centre Service Levels for the previous Month and to
discuss and plan future activity. These meetings will be held either face to face or by telephone. Senior
management from Provider shall attend this meeting.
7. Forecasting Meeting
The Recipient and the Provider will agree on a monthly basis a forecast of calls that the contact centres are
expected to receive for the Month beginning 3 Months from the end of the Month in which the meeting is held.
The Provider will provide its forecast of calls for the relevant Month, and at the meeting, the Parties will agree the
volumes of calls against which the Provider will be required to staff the contact centres in order to achieve the
Contact Centre Service Levels. The Parties will, at such meeting, also discuss any changes to forecasts in the
Months following the Month in which the meeting is held and the Provider agrees to use all reasonable
endeavours to staff the centres accordingly to meet the Contact Centre Service Levels. Where Provider
reasonably believes that Provider may not be able to meet any Contact Centre Service Levels in the forthcoming
Months Provider will clearly articulate to Recipient within a timely period, of no less than 4 weeks prior to the date
Provider believes it may not be able to meet such Contact Centre Service Levels, the reasons for this shortfall;
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what preventative actions are being taken by Provider and when Provider will be able to meet the Contact Centre
Service Levels. Provider shall promptly notify Recipient if Provider reasonably believes that the volume of calls
received and/or made by the contact centres will, or are likely to exceed, the volume of calls forecasted for that
day by 10%. Provider shall, if requested by Recipient, promptly provide data to Recipient to identify the reasons
for exceeding the volume of calls forecasted.
8.
Ad hoc Meetings
The Recipient and the Provider will meet or discuss by phone at any time where it is deemed by either party to
be necessary to the proper provision of the Contact Centre Services.
9.
(i)
(ii)
(iii
(iv)
Service Interruptions
Where the Provider identifies any problems, it will contact and inform the Recipient as soon as possible.
A full communication (setting out the details of such problems) must also be issued by Provider to
Recipient as soon as possible, but no more than 12 hours after the identification of such problem, such
communication to include an overview of the cause and implications of the problem, as well as a
remedial action plan.
The contact point at the Recipient will i:
all problems to Recipient by phone on}
manager.
's live service desk. Provider shall notify any and
hen followed up by an e-mail to Recipient's duty
Where the Recipient identifies a problem, Recipient may contact the Provider's operations, who will then
resolve the relevant problem and feed back action plans within an agreed time to Recipient.
For the purposes of this paragraph 9, a “problem” is defined as an issue that arises that would either: a)
have a significant impact on Provider's provision of any Contact Centre Services; or b) an issue that is
likely to have future/sustained impact on Provider’s provision of any Contact Centre Services.
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10.
(i)
(ii)
The Provider shall agree to jointly scope with Recipient via the Change Control Procedure:
(i)
(i)
(iii)
(iv)
(v)
Primary Channel at the Recipient
The primary point of communication with the Recipient will be the Recipient's service management team
(“SMT”). The Provider shall include SMT in any communication with other Recipient departments.
Formal or informal discussions (as agreed with Recipient's internal reporting team) at levels above
Recipient's service management relationship manager or the Provider's senior relationship manager are
permissible.
Call recording functionality to enhance customer service agent quality;
Additional service requests as a result of the network transformation programme such as extended
hours of opening;
Increased operational work load as a result of FooG (Front Office of Government) or any other business
acquisitions;
Accommodation for TAM (Telephone Account Managed) team; and
Continuation/roll out of the social media programme.
Contact Centre Service Levels
11.
Service Availability
This service level shall apply to POEX Services, NBSC Services, NBSC Customer Relations, CCU Services,
Fishing
Licence Services and Welsh Speaking Service.
Metric
Service
Level
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Time during the Contact Centre Hours that I >=99%
the centres are Available, when systems
are within the Provider's control
12. “Available” means that a customer is able to contact the relevant contact centre and transact their
business whichever channel they use, such transaction to be provided in accordance with the relevant
Contact Centre Service Level.
13. Email Service Level
Provider shall Answer emails Received 2 Business Days after the date such email is Received.
For the purposes of this service level:
“Received” means that the email has arrived in Provider’s domain.
“Answer” means that the customer has received a response from Provider other than an initial automated
acknowledgement.
¢ This service level will not apply on days where the volume of inbound calls for all contact centres in a
day is greater than 5% of the agreed forecasting for such day as signed off by Recipient and Provider
monthly in accordance with paragraph 7.
«This service level is measured Monthly.
14. NBSC Scorecard Service Levels
The service levels set out in the table below shall, unless an asterisk (*) appears, apply in respect of each of the
NBSC Services, POEX Services and CCU Services. Where an asterisk (*) appears, that metric shall not apply
to that Contact Centre Service.
Metric Service level
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NBSC Services POEX Services CCU Services
Average speed of answer 30 seconds from the first ring * *
Actual grade of service (“GoS") 70% <= 30 80% <= 20 *
seconds from the first ring seconds from the first ring
Data integrity, being the accuracy and “ 95% 90%
quality of information captured on the
systems used to provide the Contact
Centre Services. This service level is
determined in accordance with the quality
framework agreed between the Parties.
Abandonment
5% of all calls which a contact
centre receives are abandoned
by a customer before such call
is answered by Provider.
5% of all calls which a contact
centre receives are abandoned by
a customer before such call is
answered by Provider.
5% of all calls which a contact centre
receives are abandoned by a customer
before such call is answered by
Provider.
Incidents resolved <24 hours from the date
each incident occurs.
95%
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Incidents resolved <48 hours from the date
each incident occurs.
3%
Complaints resolved by Provider is less
than 10 Business Days from Provider's
receipt of each complaint
95%
95%
Recipient quality, being Provider's
performance of the Contact Centre
Services for the previous month (as agreed
between Provider and Recipient) in
accordance with Recipient's quality
framework.
90%
95%
95%
Rewarding skills, being Provider's
assessment of Provider’s performance of
the Contact Centre Services for the
previous month in accordance with
Provider's policies and procedures.
70%
70%
70%
¢ In addition to reporting each of the service levels in the table set out above in this paragraph 14 to Recipient, Provider shall report the NSBC Scorecard
Service Level, being the sum of the weighted average (where the weighted averages are determined by Recipient) of each of the above service levels
in the table set out above in this paragraph 14. However, GoS will still be reported as part of the wider contact centre performance reporting.
* The service levels will not include inbound calls received on the days where the volume of inbound calls for all contact centres during such day is
greater than 5% of the agreed forecasting for such day as signed off by Recipient and Provider monthly in accordance with paragraph 7.
* The NSBC Scorecard Service Level is measured Monthly.
15. Complaints
The Prot
ler will, at all times, in delivering the Contact Centre Services adhere to the Recipient's complaint
handling policy, which outlines Recipient's approach to complaint handling and includes the three stage process,
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18. Planned Maintenance
In all instances, any planned maintenance or change implementation for any element of the Contact Centre
Service(s) likely to affect the Provider’s performance against the Contact Centre Service Levels shall be
scheduled to take place during periods of zero or low activity and shall be agreed with the Recipient in advance
of each activity.
Service End Date 31/03/2014
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Section M: Services to Cease
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If any part of the services set out in this Section M (Services to Cease) is also set out in any Section A (Finance Services) to Section L (Contact Centre
Services) and Section N (IT Services), such part shall continue to be provided by Provider in accordance with Section A (Finance Services) to Section L
(Contact Centre Services) and Section N (IT Services).
(xxvii) NAME OF SERVICE: SERVICES TO CEASE
STCo1 Services to Cease
Description of Service Ref Workstream Description of services to cease
1 Company secretary Company secretarial work
2 Company secretary Group policy / Co sec support
3 Company secretary Information management
4 Company secretary Chairman's & CEO's office
5 Company secretary Welsh Language
6 Company secretary Secretary Wide Charges
7 Commercial Strategy
8 Facilities management Transformation
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35 HR Services Reward and Recognition (salary benchmarking and
surveys)
36 HR Services Other
37 HR Services Income
38 HR Services Reconciliation
39 HR Services Recruitment Services
40 HR Services Other (Collection & Delivery / Coton House) (pay as
you go room & accommodation bookings only)
41 Legal General Counsel
42 Legal Corporate & Privatisation
43 Legal Strategic Procurement
44 Legal POL Legal
45 Legal Commercial
46 Legal Business Development & Technology
47 Legal Operations & Modernisation (includes employment,
pensions, dispute resolution)
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48 Legal Property
49 Legal Criminal Law
50 Procurement Strategic layer — undertake non-category layer
procurement
51 Procurement China sourcing
52 Property One-off costs on legacy Property projects
53 Property Valuation fees
54 Property Alignment reduction
55 Property Estimate for costs for vacant Rental Units formerly
occupied by POL (GP/RMEsL owned)
56 Property Reconciling difference
57 Property Share of Rowland Hill House
58 Property Share of 100 VE
59 Regulation & Compliance Regulation
60 Regulation & Compliance LRIC (Long Running Incremental Costs)
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72
Section N: IT Services
4. IT Services and Applications
(a)
(b)
(c)
(d)
(e)
Provider shall provide to Recipient:
(i) access to, and use of, the applications; and
(ii) the IT services,
that Provider provided to Recipient during the 12 month period prior to the date of this Agreement, including the CSC Services and
Telecommunications Services.
To the extent that Provider was, during the 12 month period prior to the date of this Agreement, PCI compliant in respect of the IT Services,
Provider shall ensure that it continues to be PCI compliant in respect of the IT Services.
The Parties acknowledge and agree that the bundles of IT Services set out in Paragraph 4 of this Section N (IT Services) are indicative. The
Parties will, during the development of each of the High Level Finance and IT Separation Plan and the Detailed Separation Plan pursuant to
Clause 14 (Separation Plans), review and discuss whether or not the bundles of the IT Services set out in Paragraph 4 of this Section N (IT
Services) are appropriate in respect of each of the Party's respective IT Separation strategies and if agreed, the Parties shall change the
bundles of IT Services.
The Parties acknowledge and agree that Provider may from time to time replace the Third Party Providers who provide the IT Services as at
the date of this Agreement, including the CSC Services and the Telecommunications Services, with new Third Party Providers.
Subject to all provisions of this Agreement, the Parties acknowledge and agree that Provider may from time to time amend, extend, re-
negotiate or terminate any Contract, or enter into a replacement Contract, with any Third Party Provider who provides the IT Services as at the
date of this Agreement, including the CSC Services and the Telecommunications Services.
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CSC Services
Provider shall:
(a) provide the services that are provided by:
(i) CSC Business Systems Limited (“CSC”) pursuant to the contract TEC02005 dated 1st June 2003 between CSC and Provider (“CSC
Contract’); and
(ii) other Third Party Providers in connection with the services that are described in the CSC Contract; and
(b) provide access to, and use of, those applications to Recipient which are provided pursuant to the CSC Contract,
(together, the “CSC Services’).
Telecommunications Services
Provider shall:
(a) provide all of the services that are provided by BT Global Services (“BT”) pursuant to the contracts C-0098-2009 and MA-040—2007 dated
4th January 2007 and 18th November 2007 respectively (together, the “BT Contracts”) (“Telecommunications Services’); and
(b) provide access to, and use of, those applications which are provided pursuant to the BT Contracts.
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4. IT Services
(xxviii) NAME OF SERVICE: IT - RMG INFRASTRUCTURE
ITS (1001) RMG Infrastructure
Description of Service RMG Infrastructure that supports POL IT Services.
(xxix) NAME OF SERVICE: IT - IT DESKTOP AND PRINTING SERVICES
ITS (1002) IT Desktop and Printing Services
Description of Service PC and printing services including the provision of the services as provided under the CSC Contract.
(xxx) NAME OF SERVICE: IT - TECHNOLOGY TOOLS
ITS (1003) Technology Tools
Description of Service Tools, which are used by the IS community within POL, to support architecture, project life cycles and
service delivery. These tools include:
(a) Architecture Tools;
(b) Project Life Cycle Support Tools; and
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79
4. The following Official Mail Services are currently provided by Provider to Recipient as at the date of this Agreement:
OFM1 Official Mail
Description of Service A Access for Recipient and their nominated agents to the Post Office Online Business Account (“OBA”)
which enables delivery of Recipient's related mail (“Official Mail”). This includes:
a)
b)
c)
Recipient's staff payslips;
customer mail; and
marketing material e.g. booklets and pamphlets.
B. Posting of Official Mail via OBA or SAP (using a variety of different postage products) from a number of
different locations, including:
a) Recipient administration sites (including cash centres);
b) the bureau de change operation in Hemel Hempstead (this is charged via OBA but with a bulk
posting charging structure);
c) third party mailing houses/marketing companies posting on behalf of Recipient e.g. travel, van,
home insurance marketing;
d) third party suppliers mailing on behalf of Recipient (e.g.: Hewlett Packard post out Post Office
Card Account statements and customer correspondence using the OBA account); and
e) Swindon Stock Centre which currently uses Royal Mail standard services, Royal Mail Relay (for
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which daily quality of service management information is provided) and Parcelforce services (for
which a contract manager and weekly quality of service management information is provided).
Cc. The following pouch services in respect of Official Mail through SAP:
a) bespoke Chesterfield Brown Pouch Service, which is the monthly collection of brown pouches
from POL branches for delivery to P&BA in Chesterfield; and
b) bespoke Cheque Clearing Pouch Service, which is the daily collection (excluding Friday and
Sunday) of pouches from Recipient branches for delivery to IPSL Northampton.
D. Daily collection and delivery to the Passport Offices (via Royal Mail Special Delivery) of passport check
and send pouches from those Recipient branches where this service is offered.
E. Sameday Courier Service from IPSL Northampton to three locations (Swansea, Shepperton and
Camberley).
F. Access to a Royal Mail account handler to assist Recipient with any queries in respect of the Official Mail
services.
Service End Date
Subject to Clause 15.1 (B) of this Agreement, 31/03/2013
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1.
Schedule 2
CHARGES
Part A_Budgetary Round — Annual Charges
Subject to Paragraph 4 of this Schedule 2 (Charges), the Annual Charges to be paid by
Recipient for the forthcoming Charging Period shall be discussed and agreed by
Provider and Recipient during the customary budgetary round discussions between the
Parties commencing in November each year (“Budgetary Round Period”) such that
the Annual Charges are agreed, and in the absence of agreement are determined in
accordance with Paragraph 4 or Paragraph 5 of this Schedule 2 (Charges), prior to the
commencement of the forthcoming Charging Period.
Notwithstanding any other provision in this Agreement (including any Paragraphs in this
Schedule 2 (Charges)), where any Costs incurred by Provider are reflected or
incorporated into the Annual Charges then Recipient shall not be obliged to pay twice
for such Costs.
When the Parties are calculating the Annual Charges in respect of the forthcoming
Charging Period in accordance with Paragraph 1 of this Schedule 2 (Charges), the
Annual Charges shall be equal to the aggregate of the following amounts, in each case,
to the extent they are applicable in respect of the forthcoming Charging Period:
a. the Internal Charges that Provider Group will incur in respect of all of the
Services that Provider expects to provide to members of Recipient Group for
the forthcoming Charging Period (including any Post-Signing Services),
provided that:
i. the Internal Charges for each Service (excluding those Services that are
extended pursuant to Clause 13.1 or Clause 13.4 (Service Extensions))
shall be calculated on the basis of the Service End Date in respect of the
relevant Service provided that the Internal Charges for the Services shall
be, notwithstanding that a Service End Date for a Service occurs prior to
the expiry of a Quarter, calculated as if the relevant Service would be
provided for all of the relevant Quarter;
ii, the Internal Charges shall include the Internal Charge for each Service that
is extended pursuant to Clause 13.1 or Clause 13.4 (Service Extensions),
calculated on the basis of the period by which such Service is extended
pursuant to Clause 13.1 or Clause 13.4 (Service Extensions);
iii. subject to Clause 12.7(A) (Separation and Recurring Stranded Costs) and
Paragraphs 3(a)(iv) and 3(a)(vi) of this Schedule 2 (Charges), the Internal
Charges shall not include the Internal Charges in respect of any Service (or
part thereof) that has terminated or expired in accordance with this
Agreement prior to the commencement of the forthcoming Charging Period;
iv. the Internal Charges shall take into account Recipient's obligation to
continue paying the Internal Charges or Recipient's right to cease paying
the Internal Charges in accordance with Clause 12.7(A), Clause 12.9(A)
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Clause 12.10(A) or Clause 12.11(A) (Separation and Recurring Stranded
Costs) (as the case may be);
v. if Clause 13.6 (Service Extensions) is applicable, the Internal Charges shall
include a relevant increase to the Internal Charges for the applicable IT
Services as determined in accordance with Clause 13.6 (Service
Extensions);
vi. to the extent that a Service has not expired and is not terminated but
Recipient elects or requires to receive a reduced specification, standard,
scope or level of that Service or other change to that Service or elects not
to receive all or part of that Service prior to its Service End Date then (save
as otherwise specifically provided in this Agreement), the Internal Charges
shall not take into account any such reduced specification, standard, scope
or level of that Service or other change to that Service in respect of that
Service unless otherwise agreed in writing by Provider;
vii. the Internal Charges shall not include any Costs that Provider estimates
Provider Group will no longer incur in respect of Provider's Personnel that
provide any Service (or part thereof) and that are expected to transfer from
Provider Group to Recipient Group during the forthcoming Charging Period
or have transferred from Provider to Recipient prior to the commencement
of the forthcoming Charging Period; plus
b. the amount estimated by Provider of the Third Party Costs payable in respect of
all of the Services that Provider expects to provide to members of Recipient
Group for the forthcoming Charging Period, including the Cost of maintaining
any Third Party Consents (“Estimated Third Party Costs”).
If, in accordance with Paragraph 1 of this Schedule 2 (Charges), the Annual Charges
are not agreed in writing by the Parties by 31 January each year, the issue shall be
escalated to the Parties’ respective CFOs. If the CFOs do not agree the Annual
Charges by 14 February each year, the issue shall be escalated to the CEOs of the
Parties.
If the Annual Charges have not been agreed in accordance with Paragraph 4 of this
Schedule 2 (Charges) on or before 1 March immediately prior to the forthcoming
Charging Period, the Parties agree that the Annual Charges for the forthcoming
Charging Period shall be an amount equal to:
a. Amultiplied by B where:
“A’ is the aggregate Internal Charges for the Charging Period preceding the
Charging Period in which the Budgetary Round Period is in respect of, provided
that A shall be adjusted in respect of the matters described in Paragraphs
(3.a)(i) to (3.a)(vi) (inclusive) of this Schedule 2 (Charges); and
“B" is the Retail Price Index (all items) published by the Office for National
Statistics (RPI), or any index substituted by such Office, for the 12 months
immediately preceding the beginning of that Budgetary Round Period;
6.
10.
plus
b. the Estimated Third Party Costs.
Part B_ Third Party Costs
Subject to Paragraph 8 of this Schedule 2 (Charges), Provider shall from the date of this
Agreement charge or invoice (as applicable) Recipient for any Third Party Costs (which
shall not include any margin or mark-up on the Third Party Costs invoiced by the
relevant Third Party to Provider) incurred in respect of the provision of the Services in
accordance with Clause 8.9 (Charging Mechanics Pre Transaction Date) or Clause 8.12
(Charging Mechanics Post Transaction Date), as applicable. Such Third Party Costs
shall include any Third Party Costs that have not been included as part of the Annual
Charges for the Charging Period from 1 April 2011 up to and including 31 March 2012.
Provider shall only charge or invoice (as applicable) Recipient for any Third Party Costs
that are payable or to be paid by Provider, or a member of Provider Group, to a Third
Party in respect of or relating to the provision of a Service or Replacement Service (as
applicable) and any other Costs that are payable or to be paid by Provider, or a member
of Provider Group which Recipient is liable to pay Provider in accordance with this
Agreement.
To the extent any Third Party Costs are not charged or invoiced monthly in arrears in
accordance with Clause 8.9 (Charging Mechanics Pre Transaction Date) or Clause 8.12
(Charging Mechanics Post Transaction Date) (as applicable), such Third Party Costs
shall be included within the scope of the Annual True Up in accordance with Paragraph
10 of this Schedule 2 (Charges).
Part C_Recipient Contract
Recipient shall procure that if a member of Recipient Group has entered into a contract
in its own name with a Third Party ("Recipient Contract Third Party”) procuring any
services equivalent to the relevant Services or any Replacement Service (“Recipient
Contract”), a copy of the relevant payment provisions is provided to Provider and that
all invoices that are issued pursuant to each Recipient Contract are sent for settlement
to Provider by the Recipient Contract Third Party.
Part D_ Annual True Up
By 6 April 2012 and thereafter within 5 Business Days of the end of each Charging
Period, the Parties shall review the following Costs and Charges in respect of the period
prior to 31 March 2012 and thereafter in respect of each immediately preceding
Charging Period:
a. the actual Third Party Costs incurred by Provider (“Actual Third Party Costs”);
b. all Charges and Costs payable pursuant to the Change Control Procedure;
c, the actual Costs incurred by Provider in the provision of any additional Contact
Centre Services requested by Recipient pursuant to Paragraph 2, Section L
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(xxvi) of Schedule 1 (Services) to the extent such Costs exceed the Costs
budgeted for the provision of Contact Centre Services as part of the annual
Budgetary Round Period and which were not incurred in accordance with the
Change Control Procedure;
In Flight Exit Costs incurred by Provider and Recipient;
the Recurring Stranded Costs;
the Incremental Recurring Stranded Costs;
Third Party Consent Costs incurred by the Parties;
the Opex Costs and Amortised Capex Costs in respect of Clause 5.1 (In Flight
Projects);
the Opex Costs and Amortised Capex Costs in respect of Clauses 5.3 and 5.7
(In Flight Projects);
the Costs which are incurred in respect of Clause 5.10 (In Flight Projects);
in respect of Clauses 12.7(B), 12.9(B) and 12.11(B) (Separation and Recurring
Stranded Costs), the: (i) Third Party Costs; (ii) increased Costs payable or to be
paid by Provider, or a member of Provider Group, to a Third Party in
accordance with a Contract as a result of a change to volume discounts in
respect of goods and/or services provided by that Third Party to Provider or a
member of Provider Group which arise as a result of the relevant Service
terminating; and (iii) termination fees or payments payable to a Third Party
Provider and incurred by a member of Provider Group in accordance with the
terms of any Contracts which relate to the Service which is terminated, in each
case, which are actually incurred by Provider and which Provider would not
have incurred but for termination of the Service prior to the Service End Date;
the increased Internal Charges referred to in Clause 13.2(B) (Service
Extensions) where such increased Internal Charges have not been included
within the Internal Charges that are calculated in accordance with Paragraph
3(a) of this Schedule 2 (Charges);
I. the Costs which are incurred in respect of Clause 16.8 (Third Party Consents);
the Costs which are incurred in respect of Clause 17.6(C) (Liability);
the Costs which are incurred in respect of Clause 20.10(D) (Contracts and
Consents);
the Costs which are incurred in respect of Clause 20.14 (Contracts and
Consents);
the Costs which are incurred in respect of Clause 22.5 (Intellectual Property);
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r. Costs which Provider Group incurred but which were not taken into account
during the immediately preceding Budgetary Round Period in accordance with
- Paragraph 3(a)(vii) of this Schedule 2 (Charges), in respect of Provider
Personnel that provided a Service (or part thereof) during the immediately
preceding Charging Period in respect of any period after the date on which the
Parties expected such Provider Personnel to transfer from Provider Group to
Recipient Group;
s. Costs which it was estimated during the immediately preceding Budgetary
Round Period Provider Group would incur in respect of Provider Personnel that
were to provide Services (or part thereof) during the immediately preceding
Charging Period, in respect of any period after the date on which such Provider
Personnel actually transferred from Provider Group to Recipient Group; and
t. any other Costs (save for the Internal Charges) that a Party is liable to pay the
I other Party in accordance with this Agreement.
} 11. Provider shall provide Recipient with access to its data, information and records in
respect of the amounts set out below in Paragraphs 11(a) to (r) of this Schedule 2
(Charges) ("Provider Records’) and assistance in accordance with Clause 25.1
(Access and Information).
a. the Actual Third Party Costs;
b. the Opex Costs and Amortised Capex Costs in respect of Clause 5.1 (In Flight
Projects);
c. the Opex Costs and Amortised Capex Costs in respect of Clauses 5.3 and 5.7
(In Flight Projects);
d. the Costs which are incurred in respect of Clause 5.10 (In Flight Projects);
e. in respect of Clauses 12.7(B), 12.9(B) and 12.11(B) (Separation and Recurring
Stranded Costs), the: (i) Third Party Costs; (ii) increased Costs payable or to be
paid by Provider, or a member of Provider Group, to a Third Party in
I accordance with a Contract as a result of a change to volume discounts in
I respect of goods and/or services provided by that Third Party to Provider or a
I member of Provider Group which arise as a result of the relevant Service
1 terminating; and (iii) termination fees or payments payable to a Third Party
Provider and incurred by a member of Provider Group in accordance with the
terms of any Contracts which relate to the Service which is terminated, in each
case, which are actually incurred by Provider and which Provider would not
have incurred but for termination of the Service prior to the Service End Date;
f. the increased Internal Charges referred to in Clause 13.2(B) (Service
\ Extensions) where such increased Internal Charges have not been included
within the Internal Charges that are calculated in accordance with Paragraph
3(a) of this Schedule 2 (Charges);
g. the Costs which are incurred in respect of Clause 16.8 (Third Party Consents);
12.
13.
h, the Costs which are incurred in respect of Clause 17.6(C) (Liability);
i. the Costs which are incurred in respect of Clause 20.10(D) (Contracts and
Consents);
j. the Costs which are incurred in respect of Clause 20.14 (Contracts and
Consents);
k. the Costs which are incurred in respect of Clause 22.5 (Intellectual Property);
and
I. all Charges and Costs payable pursuant to the Change Control Procedure;
m. the actual Costs incurred by Provider in the provision of any additional Contact
Centre Services requested by Recipient pursuant to Paragraph 2, Section L
(xxvi) of Schedule 1 (Services) to the extent such Costs exceed the Costs
budgeted for the provision of Contact Centre Services as part of the annual
Budgetary Round Period and which were not incurred in accordance with the
Change Control Procedure;
n. Provider's In Flight Exit Costs;
0. the Recurring Stranded Costs;
p. Third Party Consent Costs incurred by Provider;
q. Costs which Provider Group incurred but which were not taken into account
during the immediately preceding Budgetary Round Period in accordance with
Paragraph 3(a)(vii) of this Schedule 2 (Charges), in respect of Provider
Personnel that provided a Service (or part thereof) during the immediately
preceding Charging Period in respect of any period after the date on which the
Parties expected such Provider Personnel to transfer from Provider Group to
Recipient Group; and
rt. Costs which it was estimated during the immediately preceding Budgetary
Round Period Provider Group would incur in respect of Provider Personnel that
were to provide Services (or part thereof) during the immediately preceding
Charging Period, in respect of any period after the date on which such Provider
Personnel actually transferred from Provider Group to Recipient Group.
Recipient shall provide Provider access to its data, information and records in respect of
Recipient's In Flight Exit Costs, Third Party Consent Costs and the Costs in respect of
Clause 20.10(D) (Contracts and Consents), in each case which are incurred by
Recipient (“Recipient Records") and assistance in accordance with Clause 25.1
(Access and Information).
Subject to Paragraph 15 of this Schedule 2 (Charges), Recipient shall pay to Provider,
in accordance with Clause 8 (Charges), an amount equal to the aggregate of the
following amounts (to the extent that any such amount has not been invoiced to, or paid
for by, Recipient as part of the Annual Charges or otherwise under this Agreement):
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if the Actual Third Party Costs exceed the Estimated Third Party Costs, an
amount equal to the difference between the two figures;
any Third Party Costs incurred in respect of the provision of the Post-Signing
Services up to 31 March 2012 (excluding any such Third Party Costs that have
been included as part of the Annual Charges for the Charging Period from 1
April 2011 up to and including 31 March 2012 or for which Recipient has been
invoiced prior to the Annual True Up);
the actual Costs incurred by Provider in the provision of any additional Contact
Centre Services requested by Recipient pursuant to Paragraph 2, Section L
(xxvi) of Schedule 1 (Services) to the extent such Costs exceed the Costs
budgeted for the provision of Contact Centre Services as part of the annual
Budgetary Round Period and which were not incurred in accordance with the
Change Control Procedure;
Recipient's proportion of the Opex Costs and Amortised Capex Costs in respect
of Clause 5.1 (In Flight Projects);
Recipient's proportion of the Opex Costs and Amortised Capex Costs in respect
of Clauses 5.3 and 5.7 (In Flight Projects);
Recipient's proportion of the Costs which are incurred in respect of Clause 5.10
(In Flight Projects);
if Clause 12.4 (Separation and Recurring Stranded Costs) applies, Recipient's
share of the Recurring Stranded Costs in excess of the Annual Stranded Costs
Cap in the relevant Charging Period;
in respect of Clauses 12.7(B) and 12.9(B) (Separation and Recurring Stranded
Costs), the: (i) Third Party Costs; (ii) increased Costs payable or to be paid by
Provider, or a member of Provider Group, to a Third Party in accordance with a
Contract as a result of a change to volume discounts in respect of goods and/or
services provided by that Third Party to Provider or a member of Provider
Group which arise as a result of the relevant Service terminating; and (iii)
termination fees or payments (exclusive of Recoverable VAT) payable to a Third
Party Provider and incurred by a member of Provider Group in accordance with
the terms of any Contracts which relate to the Service which is terminated, in
each case, which are actually incurred by Provider and which Provider would
not have incurred but for termination of the Service prior to the Service End
Date;
in respect of Clause 12.11(B) (Separation and Recurring Stranded Costs), the:
(i) Third Party Costs; (ii) increased Costs payable or to be paid by Provider, or a
member of Provider Group, to a Third Party in accordance with a Contract as a
result of a change to volume discounts in respect of goods and/or services
provided by that Third Party to Provider or a member of Provider Group which
arise as a result of the relevant Service terminating; and (iii) termination fees or
payments (exclusive of Recoverable VAT) payable to a Third Party Provider and
incurred by a member of Provider Group in accordance with the terms of any
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Contracts which relate to the Service which is terminated, in each case, which
are actually incurred by Provider and which Provider would not have incurred
but for termination of the Service prior to the Service End Date, divided in half,
j. Recipient's proportion of the Costs which are incurred by Provider in respect of
Clause 16.8 (Third Party Consents);
k. Recipient's proportion of the Costs of procurement and any other Costs
incurred by Provider in respect of, and in accordance with, Clause 20.10(D)
(Contracts and Consents);
I. the Costs which are incurred by Provider in respect of Clause 22.5 (Intellectual
Property);
m. the Costs which are incurred in respect of Clause 22.5 (Intellectual Property);
n. all Charges and Costs payable by Recipient pursuant to the Change Control
Procedure;
0. Provider's In Flight Exit Costs in accordance with Clause 5.10(B) (In Flight
Projects);
p. Third Party Consent Costs which Provider has incurred divided in half;
q. Costs which Provider Group incurred but which were not taken into account
during the immediately preceding Budgetary Round Period in accordance with
Paragraph 3(a)(vii) of this Schedule 2 (Charges), in respect of Provider
Personnel that provided a Service (or part thereof) during the immediately
preceding Charging Period in respect of any period after the date on which the
Parties expected such Provider Personnel to transfer from Provider Group to
Recipient Group. (The following is an example of the application of this
Paragraph13(q): if as part of a Budgetary Round Period the Parties estimate
the Internal Charges in respect of Provider Personnel that provided a Service
(or part thereof) on the basis of a transfer of such Provider Personnel that was
expected to occur on 1 October of the relevant Charging Period but such
transfer does not occur until 1 December, the actual Costs incurred by the
relevant member of Provider Group in respect of the provision of any Service
(or part thereof) by such Provider Personnel for the period 1 October to 31
November shall be included in the calculation of the Aggregate Recipient
Charge); and
r. any other Costs (save for the Internal Charges) incurred by Provider and owed
by Recipient in accordance with this Agreement,
(together “Aggregate Recipient Charge”).
14. Subject to Paragraph 15 of this Schedule 2 (Charges), Provider shall pay to Recipient
an amount equal to the aggregate of the following amounts (to the extent that any such
amount has not been invoiced to, or paid for by, Provider under this Agreement):
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a. if the Actual Third Party Costs are less than the Estimated Third Party Costs, an
amount equal to the difference between the two amounts;
b. all Costs payable by Provider pursuant to the Change Control Procedure;
c. Recipient's In Flight Exit Costs in accordance with Clause 5.11(B) (In Flight
Projects);
d. in respect of Clause 12.11(B) (Separation and Recurring Stranded Costs), the:
(i) Third Party Costs; (ii) increased Costs payable or to be paid by Provider, or a
member of Provider Group, to a Third Party in accordance with a Contract as a
result of a change to volume discounts in respect of goods and/or services
provided by that Third Party to Provider or a member of Provider Group which
arise as a result of the relevant Service terminating; and (iii) termination fees or
payments (exclusive of Recoverable VAT) payable to a Third Party Provider and
incurred by a member of Provider Group in accordance with the terms of any
Contracts which relate to the Service which is terminated, in each case, which
are actually incurred by Provider and which Provider would not have incurred
but for termination of the Service prior to the Service End Date, divided in half;
e. Provider's proportion of the Costs of procurement and any other Costs incurred
by Recipient in respect of Clause 20.10(D) (Contracts and Consents);
f. Third Party Consent Costs which Recipient has incurred divided in half;
g. Provider's proportion of the Costs which are incurred by Recipient in respect of
Clause 16.8 (Third Party Consents);
h. Costs which it was estimated during the immediately preceding Budgetary
Round Period Provider Group would incur in respect of Provider Personnel that
were to provide Services (or part thereof) during the immediately preceding
Charging Period in respect of any period after the date on which such Provider
Personnel actually transferred from Provider Group to Recipient Group. (The
following is an example of the application of this Paragraph 14(h): if as part of a
Budgetary Round Period the Parties estimate the Internal Charges in respect of
Provider Personnel that provided a Service (or part thereof) on the basis of a
transfer of such Provider Personnel that was expected to occur on 1 October of
the relevant Charging Period but such transfer occurred on 1 June, the Internal
Charges in respect of such Provider Personnel for the period 1 June to 30
September shall be included in the calculation of the Aggregate Provider
Charge; and
i, any other Costs incurred by Recipient and owed by Provider in accordance with
this Agreement,
(together “Aggregate Provider Charge’).
15. The Parties agree to set-off the Aggregate Recipient Charge and the Aggregate
Provider Charge, such that if the:
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a. Aggregate Recipient Charge exceeds the Aggregate Provider Charge,
Recipient shall pay to Provider the amount by which the Aggregate Recipient
Charge exceeds the Aggregate Provider Charge; or
j ) b. Aggregate Provider Charge exceeds the Aggregate Recipient Charge, Provider
I shall pay to Recipient the amount by which the Aggregate Provider Charge
exceeds the Aggregate Recipient Charge,
in each case, in accordance with Clause 8.9 (Charging Mechanics Pre Transaction
Date) and Clause 8.13 (Charging Mechanics Post Transaction Date), as applicable,
(‘Annual True Up’).
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2.1
2.2
2.3
24
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Schedule 3
GOVERNANCE AND SERVICE MANAGEMENT
Introduction and purpose of governance
This Schedule 3 (Governance and Service Management) sets out the agreed
management responsibilities of each Party with respect to the Services and provides an
overview of the governance structure, including the governing bodies and reporting
mechanism to be set up and implemented by the Parties in order to manage and
implement this Agreement (the “Governance Structure”).
The overall purpose of the Governance Structure is to provide effective management of
this Agreement and to develop the on-going operation and ultimate migration of the
Services. Further, the Governance Structure is intended to:
(A) manage the migration of the Services;
(B) assist the Parties in mitigating the costs of Separation;
(C) enable the Parties to work together to promote the achievement of their
respective business cases and plans;
(D) maintain ultimate control of all Changes;
(E) provide general oversight of the Services and the Contracts;
(F) provide a clear route for reporting, risk management and issue escalation and
resolution; and
(G) assist with promoting joint continuous improvement actions to the Services.
Establishment of Governance Structure
The Parties shall establish the Governance Structure in accordance with this Schedule
3 (Governance and Service Management).
Each Party shall each appoint persons of appropriate skill and experience to each of the
positions, fora and boards set out in this Schedule 3 (Governance and Service
Management).
Decisions by each persons, fora and boards shall be made by agreement and not by
vote. If agreement cannot be reached, the escalation procedures set out in Clause 43
(Dispute Resolution) of this Agreement shall apply.
Each Party shall provide adequate resources to allow for the successful functioning of
the Governance Structure.
3.1
3.2
TSA Drivers
Each of the Parties shall appoint a representative in respect of each of the Services
(each a “TSA Driver’, together the “TSA Drivers”).
The initial TSA Driver for Provider in respect of each Service is listed in the “RMG”
column next to the relevant Service and the initial TSA Driver for Recipient in respect of
each Service is listed in the “POL” column next to the relevant Service.
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Service RMG POL
CONTACT CENTRE SERVICES John Abrahams Mark McLean
ESTATE MANAGEMENT Peter Warren Tim Wells
SERVICES
FACILTIES MANAGEMENT — Peter Warren Tim Wells
CHARGES
FACILTIES MANAGEMENT Geoff Knott Tim Wells
SERVICES
FINANCE — FACILITIES Geoff Knott Tim Wells
MANAGEMENT
FINANCE — INTERNAL AUDIT Mike Smith Kam Bassra
AND RISK MANAGEMENT
FINANCE - CHIEF ACCOUNTANT Mike Smith Kam Bassra
SERVICES
FINANCE — TREASURY AND Mike Smith Kam Bassra
TAXATION
FINANCE — PROCESSING Mike Smith Kam Bassra
SERVICES
FUEL Richard Wiggins Gillian Joyce
FLEET SUPPORT SERVICES Richard Wiggins Gillian Joyce
FREEDOM OF INFORMATION
ACT AND DATA PROTECTION
ACT SERVICES
Rebecca Radford
Hugh Flemington
HR SERVICES
Simon Facer
Natalie Wilkins
3.3
3.4
3.5
3.6
3.7
3.8
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OFFICIAL MAIL SERVICES Louise Anderson Sue Stewart
PROCUREMENT Corin McGrath Robert Copeland
PROPERTY CHARGES Peter Warren Tim Wells
SECURITY Roger Duckworth/ John Bigley/ Richard
Vincent Hughes Barber
STORAGE AND PRINT Phil Bigland/ Rajesh Andrew Masson
MANAGEMENT SERVICES Shah
Either Party may change the identity of any one of its TSA Drivers by giving not less
than 5 Business Days’ written notice of the proposed replacement to the other Party.
The TSA Drivers shall have responsibility for the day to day management of the
arrangements contemplated by this Agreement where they relate to their Service and
such other specific duties as may be conferred by the Separation Project Director.
The TSA Drivers shall take appropriate actions that they identify as required to be taken
in connection with the day to day management of their Service under the Agreement.
Meetings in respect of each Service, between the two relevant TSA Drivers, shall take
place on a face-to-face basis at least fortnightly, unless otherwise agreed by those TSA
Drivers.
At such meetings the TSA Drivers shall discuss those matters set out within their remit
in the table below.
TSA Driver meetings
Frequency I Atleast fortnightly and otherwise as required
of meetings
Remit . Review performance of relevant Service.
. Discuss and identify any ‘stalemate’ issues for escalation to the
Separation Project Directors.
. Discuss the progress of the Separation of the relevant Service.
. Prepare a joint written report on the Separation of the relevant
Service to submit to the Separation Project Directors.
In the event the TSA Drivers fail to resolve an issue raised at such a meeting then they
shall immediately facilitate the escalation of the issue to the Separation Project Director.
41
4.2
4.3
4.4
4.5
Separation Project Director
The initial Separation Project Director for Provider shall be Nigel O'Donoghue and the
initial Separation Project Director for Recipient shall be Harry Clarke.
Either Party may change the identity of its Separation Project Director by giving not less
than 5 Business Days’ written notice of its proposed replacement to the other Party,
Meetings between the Separation Project Directors shall take place on a face-to-face
basis at least weekly, unless otherwise agreed by the Separation Project Directors.
At such meetings the Separation Project Directors shall discuss those matters set out
within their remit in the table below.
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Separation Project Director meetings
Frequency I Atleast weekly and otherwise as required
of meetings
Remit Review performance of all Services under the Agreement.
Resolve any ‘stalemate’ issues between TSA Drivers.
Develop and document Change Control Requests.
Agree Change Control Requests and consider the Change
Report.
Discuss and identify ‘stalemate’ issues between Separation
Project Directors.
Prepare stalemate issues for speedy escalation to the Business
Sponsors Board.
Agree the Separation Plans in accordance with Clause 14
(Separation Plans).
Discuss progress of migration and Separation Plans.
Review the joint written reports on the Separation prepared by
the TSA Drivers.
Discuss and identify any amendments or adjustments to the
Separation Plans as may be necessary and agree amendments
to the Separation Plans in accordance with Paragraph 2 of
Schedule 6 (Separation).
The Separation Project Directors shall use reasonable endeavours to resolve any
issues which arise between them. If the Separation Project Directors do not resolve any
issue, the issue shall be escalated to the next meeting of the Business Sponsors. If
4.6
5.1
5.2
5.3
5.4
either Separation Project Director considers it necessary, the relevant Separation
Project Director may, on an ad hoc basis, escalate the issue to the Business Sponsors
Board prior to the Business Sponsors Board next meeting.
The Separation Project Directors shall attend each MSA Management Board meeting to
report on the progress of migration and the Separation Plans.
Business Sponsors Board
The initial Business Sponsor for Provider shall be Jon Millidge and the initial Business
Sponsor for Recipient shall be Mike Young.
Either Party may change the identity of its Business Sponsor by giving not less than 5
Business Days’ written notice of its proposed replacement to the other Party.
Meetings between the Business Sponsors shall take place on a face-to-face basis at
least monthly, unless otherwise agreed by the Parties.
At such meetings the Business Sponsors shall discuss those matters set out within their
remit in the table below.
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Business Sponsor Board
Frequency I Atleast monthly and otherwise as required
of meetings
Remit . Review performance of all Services under the Agreement.
. Discuss and resolve ‘stalemate’ issues escalated to it by the
Separation Project Directors.
. Agree and enumerate Change Control Requests.
. Discuss and identify ‘stalemate’ issues between the Business
Sponsors.
U Prepare stalemate issues for speedy escalation to the MSA
Management Board.
, If Clause 14.6 (Separation Plans) applies, agree the Separation
Plans in accordance with Clause 14.6 (Separation Plans).
The Business Sponsors shall use reasonable endeavours to resolve any issues which
arise between them. If the Business Sponsors do not resolve any issue, the issue shall
be escalated to the next meeting of the MSA Management Board. If either Business
Sponsor considers it necessary, the relevant Business Sponsor may, on an ad hoc.
basis, escalate the issue to the MSA Management Board prior to MSA Management
Board's next meeting.
6.1
6.2
6.3
6.4
6.5
MSA Management Board
The MSA Management Board shall be composed of Recipient's Chief Operating Officer
and Provider's Company Secretary and each Party's:
(A) Chief Information Officer;
(B) Chief Financial Officer;
(C) Recipient Head of Facilities Management and Property or Provider Property
Director; and
(D) Director of Communications/Communications Director.
Either Party may change the identity of its members of the MSA Management Board by
giving not less than 5 Business Days’ written notice of that board member’s proposed
replacement to the other Party.
Meetings between the MSA Management Board shall be held quarterly, unless a matter
is escalated to the MSA Management Board by the Business Sponsors, in which case
the MSA Management Board shall meet within 6 Business Days of any such escalation.
Ameeting shall not occur unless at least five nominees from each Party are present.
At such meetings the MSA Management Board shall discuss those matters set out
within their remit in the table below.
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I
I )
I J
I MSA Management Board meetings
I } Frequency I Quarterly and otherwise as required
of meetings
)
Remit . Review performance of all Services under the Agreement.
) . Resolve any ‘stalemate’ issues escalated to it by the Business
Sponsors.
, s Agree Change Control Requests and consider the Change
Report.
. Receive report from Separation Project Directors on the
Y progress of migration and Separation Plans.
. Consider requests for extensions to a Service term, or the Long
Stop Date, made by a Party pursuant to Clause 13.5 (Service
Extensions) and, if it is agreed by the MSA Management Board
to grant an extension and agree the duration of the extension.
. If Recipient refers a dispute referred to in accordance with
Clause 5.5 (In Flight Projects), determine whether Recipient is
obliged to participate in a Project in respect of a Mandatory
Operational Change.
. Consider and determine whether the notice to terminate the
provision or receipt of all or any (or any part) of the Finance
Services and/or IT Services referred to in Clause 10.2
(Termination of Services) may be served.
. If Recipient refers its request for termination of all (or any part)
of a Service under Clause 10.5 (Termination of Services),
discuss, consider and determine whether or not Recipient's
request for termination should be granted. If Recipient's request
is granted, the MSA Management Board shall determine
I whether the notice period set out in Recipient's notice or such
I other period shall apply.
. If Clause 13.6 (Service Extensions) applies, determine the level
) of any increase to the Internal Charges for the relevant IT
Services to reflect market rates. Such increase shall not be
more than 130% of the then current Internal Charges for any
such IT Services.
. If Clause 14.7 (Separation Plans) applies, agree the Separation
Plan in accordance with Clause 14.7 (Separation Plans).
. Determine, if required, each Party's just and equitable
proportion of any Costs incurred in respect of and in connection
6.6
71
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with the software licences referred to in Clause 16.8 (Third
Party Consents).
. Discuss and consult on Provider's strategy for intended material
outsourcings relating to any of the Services in accordance with
Clause 20.3 (Contracts and Consents).
. Discuss information and material errors arising from an audit
under Clause 25.3 (Access and Information) and determine a
resolution to rectify any such error.
In the event that the MSA Management Board cannot resolve an issue it shall escalate
the matter to the next meeting CEO's of the Parties. If a Party considers it necessary,
that Party may, on an ad hoc basis, escalate the issue to the Parties’ CEOs prior to the
CEOs’ next meeting.
CEOs’ Meeting
Meetings between the Parties’ CEOs shall be held half-yearly at the same time as the
regular meeting between the CEOs in relation to the Mails Distribution Agreement.
CEO's meetings
Frequency I Half-yearly and otherwise as required
of meetings
Members Recipient and Provider Chief Executive Officers
Remit Review overall performance of the Parties’ obligations pursuant to this
Agreement and consider any issues escalated to them by the MSA
Management Board.
Schedule 4
PERFORMANCE
Service Performance Management and Reporting
1.
At the Business Sponsors Board meetings, the appointees of the Parties will review each
Party's performance of this Agreement for the previous month. In the event that either
Party has failed to perform any of its obligations under this Agreement, that Party will
propose an action plan for steps to remedy the situation in accordance with its obligations
under this Agreement.
Without prejudice to Provider's other obligations under this Agreement:
(A) for any material Service Failure that occurs in three consecutive months; and
(B) at Recipient's reasonable request and if agreed by the MSA Management
Board, for any material Service Failure,
Provider shall perform an analysis to identify the root cause of such material Service
Failure. If Provider concludes that a commercially reasonable Change would remove the
likelihood of a subsequent material Service Failure as a result of the same root cause, or
if Recipient requests that Provider do so, Provider shall initiate a proposal for such
Change pursuant to the Change Control Procedure.
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Schedule 5
CHANGE CONTROL
General
Without prejudice to Clauses 5.3 to 5.7 (Mandatory Change Projects), this Schedule 5
(Change Control) sets out the process that shall apply to the processing and approval or
rejection (where applicable) of all Changes and Mandatory Changes.
The Parties shall:
(A) unless otherwise agreed in writing, endeavour to schedule all approved
Changes or Mandatory Changes (as applicable) so as not to unreasonably
interrupt each other's business operations; and
(B) together review (through the appropriate governance bodies) the progress of
the approved Changes or Mandatory Changes (as applicable).
Any dispute in relation to a Change and/or Mandatory Change (as applicable) shall be a
Dispute and referred for resolution through the Dispute Resolution Procedures.
Change Requests and Reports
4.
Either Party may submit a request that a Change or a Mandatory Change (as applicable)
is made and such a request shall be developed and documented by the Separation
Project Directors in accordance with Paragraph 4.4 of Schedule 3 (Governance and
Service Management) as a change control request in a form to be agreed between
Provider and Recipient ("Change Control Request"). Each Change Control Request
must contain:
(A) a Change Control Request serial number;
(B) the originator and date of the request for the relevant Change or Mandatory
Change (as applicable);
(C) the reason for the relevant Change or Mandatory Change (as applicable);
(D) full details of the relevant Change or Mandatory Change (as applicable);
(E) a timetable for implementing the relevant Change or Mandatory Change (as
applicable);
(F) the Costs of assessing and implementing such Change or Mandatory Change
(as applicable); and
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(G) provision for signature by each of Provider and Recipient for acceptance of the
Change Control Request.
Provider shall provide Recipient with a written assessment and evaluation of the impact of
the proposed Change or Mandatory Change (as applicable) ("Change Report") as soon
as reasonably practicable following the development and documentation of a Change
Control Request by the Separation Project Directors in accordance with Paragraph 4.4 of
Schedule 3 (Governance and Service Management) but no less than 10 Business Days
of the date of the Change Control Request. The Change Report shall include a
description of the proposed Change or Mandatory Change (as applicable) and an impact
analysis considering the effects of the proposed Change or Mandatory Change (as
applicable) having regard to any impact on:
(A) the scope of the Agreement and the Services;
(B) the Charges;
(C) the resources of Recipient and Provider;
(D) any relevant Third Party agreements;
(E) Recipient's and Provider's IT Systems; and
(F) any other matter reasonably considered by Provider to be relevant.
Agreed Change
The Parties shall consider the Change Control Request and the Change Report in
accordance with Schedule 3 (Governance and Service Management). No Change shall
be implemented without the execution of the Change Control Request (unless otherwise
specified in this Agreement).
If the Parties agree to a Change the Parties shall promptly amend this Agreement and
such other documentation as is necessary to give effect to any agreed Change in
accordance with the Change Report.
Mandatory Change
At any time a Party may issue a Change Control Request to the other stating that a
Mandatory Change is necessary, upon receipt of such a notification the Parties shall
agree changes to the Service effecting the Mandatory Change in accordance with
Schedule 3 (Governance and Service Management).
10.
11.
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If no such change is agreed within 10 Business Days of receipt of a Change Control
Request issued pursuant to Paragraph 8 of this Schedule 5 (Change Control), then the
Parties shall utilise the Dispute Resolution Procedures.
Notwithstanding Paragraph 9 of this Schedule 5 (Change Control):
(A) Recipient shall not refuse the implementation of a Mandatory Change; or
(B) Provider shall not be required to perform any obligation under this Agreement,
(and shall therefore not be in breach of this Agreement if it fails to perform an
obligation) to the extent that performing such obligation would constitute a
breach by Provider, or any member of the Provider Group, of Applicable Law or
a term of a Contract (as such term exists at the date of this Agreement) or
would materially adversely affect the implementation of a Mandatory
Operational Change.
In respect of Mandatory Operational Changes, Provider shall ensure that the relevant
Change Control Request shall, to the extent reasonably practicable, contain a list of all
the alterations that shall be made in relation to any Services affected by the Mandatory
Operational Change.
Costs of Change
12.
Subject to Paragraphs 13 to 15 of this Schedule 5 (Change Control), the Costs incurred in
assessing and implementing any Change shall be borne by the Party requesting the
Change.
To the extent that any Change is required pursuant to Paragraph 2 of Schedule 4
(Performance), Provider shall bear the Costs incurred by Provider in assessing and
implementing such Change.
To the extent that a Change is not being implemented as a result of a change to services
provided to members of Provider Group which are equivalent to the Services and the
Change increases the Cost to Provider of providing the Services, Recipient shall bear the
increase in the Cost (if any) incurred by Provider in providing the Services.
To the extent that a Change is being implementing as a result of a change to services
provided to members of Provider Group which are equivalent to the Services and the
Change increases the Cost to Provider of providing the Services, then Recipient shall
bear a just and equitable proportion of the increase in the Cost (if any) to Provider in
providing the Services. Such proportion shall be determined based on the proportion of
Recipient Group’s anticipated use of a Service relating to such Change as it relates to the
overall anticipated use by Provider Group and Recipient Group (taken together) of the
relevant Service and the service provided to members of Provider Group which are
16.
equivalent to the Services and the period of time that Recipient is receiving a Service in
relation to such Change.
If Provider is implementing any Mandatory Change to the Services, Recipient shall bear a
just and equitable proportion of: (i) the Costs of assessing and/or implementing such
Mandatory Change; and (ii) any increase in the Costs (if any) incurred by Provider in
providing the Services as a result of the Change. Such proportions shall be determined
based on the proportion of Recipient Group's use of the Mandatory Change as it relates
to the overall anticipated use by Provider Group and Recipient Group (taken together) of
such Mandatory Change and the period of time that Recipient is receiving a Service in
relation to such Mandatory Change.
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Schedule 6
SEPARATION
Separation Principles
1. The General Separation Plan and each Detailed Separation Plan shall provide for and
address:
(A) a plan and timetable (with a view for the migration to occur as soon as
reasonably possible having regard to the intentions of the Parties to mitigate
Separation Costs and Recurring Stranded Costs as far as reasonably possible)
for Provider's and Recipient's migration away from or termination of the
applicable Services provided under this Agreement;
(B) the respective responsibilities of the Parties, members of Provider Group,
members of Recipient Group, each Party's Personnel and/or any Third Party
Providers (each a “Relevant Person”);
(C) a date upon which it is agreed in writing that the Service will cease to be
provided in accordance with this Agreement;
(D) the procurement implications applicable to the relevant Separation Plan and the
impact on the Procurement Plan;
(E) an analysis of the Separation Costs, Recurring Stranded Costs and any other
Costs which are or are likely to be incurred in relation to any Separation in
relation to or termination of the applicable Services;
(F) details (to the extent reasonably practicable) of any relevant Third Party
Consents that are identified in accordance with Clause 16.1 (Third Party
Consents);
(G) details (to the extent reasonably practicable) regarding the separation and
sharing of data connected to the Service;
(H) safeguards to ensure minimal disruption to the respective Parties’ ongoing
business relationships with Third Parties during implementation of the relevant
Separation Plan; and
(I) the respective responsibilities of each Relevant Person in carrying out the
relevant Separation Plan.
2. Each TSA Driver in respect of a Service shall have primary responsibility for co-
ordination of the relevant Separation Plan for that Service. The TSA Drivers shall meet
at regular intervals (and at least fortnightly) to discuss progress of the separation of the
relevant Service and to submit to the Separation Project Directors a joint written report
‘on the separation of the relevant Service and any amendments or adjustments to any
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relevant Separation Plan for that Service as may be necessary. The Separation Project
Directors shall be authorised to agree variations to the Separation Plan.
3. Without prejudice to Clauses 13.3 (Service Extensions) and 14.2 (Separation Plans), if
at any time during the term of this Agreement either Party envisages that any stage of
the relevant Separation Plan may not be completed by the date required by the
Separation Plan, it shall notify the other Party immediately and the Separation Project
Directors shall meet to discuss any amendments or adjustments to the relevant
Separation Plan as may be necessary and escalate any issues in accordance with
Schedule 3 (Governance and Service Management).
Schedule 7
RECURRING STRANDED COSTS
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Function Recurring Stranded Costs
Commercial 0.1
Communications -
Company Secretary 0.6
Contact Centres 0.6
Facilities Management 0.6
Finance 0.4
Fleet 0.0
HR Services 1.3
HR Centre 1.0
iRed 0.9
IT 1.2
Legal 0.2
Official Mail -
Procurement 0.9
Property 1.5
Reg. & Compliance 1.7
Security 0.3
TOTAL STRANDED COST 11.3
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Schedule 8
PROCUREMENT PLAN PRINCIPLES
Recipient shall as soon as practicable and in any event before the Long Stop Date
establish (in consultation with Provider) and operate a fully functioning and stand alone
procurement function ("Procurement Function’).
Recipient shall provide staff and properly trained personnel (“Procurement Staff’) to
run and operate the Procurement Function.
The Procurement Staff shall be adequately trained in Applicable Law as it affects the
procurement and the Procurement Function and the process of procuring goods and
services (including services to replace the Services) for Recipient independently of
Provider.
Subject to Clause 20.17 (E-Sourcing System), Provider and Recipient shall work
together to develop a contract replacement plan which shall identify the Contracts that
will terminate or expire or require Provider to provide Breaking Services and which will
require Recipient to procure the replacement of goods, contracts and services.
Recipient shall as soon as practicable and in any event within 3 months of the date of
this Agreement produce a plan (the “Procurement Plan”) for the procurement of goods
contract and services, by Recipient which incorporates the relevant Separation Plan.
Recipient shall be responsible for any Costs that are incurred by Recipient in connection
with the establishment, staffing and operation of Recipient's Procurement Function.
The Procurement Plan will identify the system requirements in order for the
Procurement Function to use the Recipient's IT Systems and the date from which the
Procurement Function will operate on the Recipient's IT Systems. Recipient shall, at
Recipient's cost, provide training to Provider's Personnel who require additional training
so as to be able to properly operate Recipient's IT Systems.
Subject to Paragraph 9 of this Schedule 8 (Procurement Plan Principles), Provider and
Recipient will work together to develop a plan for the orderly transition of procurement
arrangements from Provider to Recipient's Procurement Function in respect of goods,
contracts and services to be procured and contracted by Recipient. Each Party shall
bear its own Costs incurred in respect of such transition.
Any and all legal support provided for any procurements run by Provider on behalf of
Recipient shall be engaged and managed by Recipient.
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Schedule 9
FORM OF NOVATION AGREEMENT
THIS NOVATION AGREEMENT is made the day of
BETWEEN:
[ROYAL MAIL GROUP LIMITED a company registered in England and Wales whose
registered office is at 100 Victoria Embankment, London, EC4Y OHQ with the registered
number 04138203}/[Relevant Member of Provider Group] (“Provider”); and
2. [POST OFFICE LIMITED a company registered in England and Wales whose registered
office is at 148 Old Street, London, EC1V 9HQ with the registered number
02154540)/[Relevant Member of Recipient Group] (“Recipient”),
AND
3. [Insert Third Party Recipient Company Name] a company registered in England and
Wales whose registered office is at [address] with the registered number [number]
(‘Third Party Provider’).
WHEREAS:
A. [Pursuant to an agreement between Provider and Third Party Provider dated [+], Third
Party Provider has agreed to provide or to procure the provision of certain services to
Provider Group from which members of Recipient Group benefit.
B. As at the date of this agreement certain [service contract(s)] (as detailed in Exhibit 1)
are in place between Provider and Third Party Provider (the “Contract(s)’).
c. Provider wishes to be released and discharged from the Contract(s) and Third Party
Provider has agreed to release and discharge Provider from the Contract(s) subject to
Recipient undertaking to perform the Contract(s) and be bound by their terms in place of
Provider.
NOW IT IS AGREED as follows:-
1.
INTERPRETATION
In this agreement:
Novation Effective Date has the meaning specified in Clause 6;
Provider Group means Provider and any company
controlled by Provider;
Recipient Group means Recipient and any company
controlled by Recipient; and
41.2
3.1
3.2
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Transfer Date means [e].
In this agreement, unless otherwise specified:
(A) references to Clauses, sub-clauses, paragraphs and sub-paragraphs are to
clauses, sub-clauses, paragraphs and sub-paragraphs of this agreement; and
(B) headings to clauses and schedules are for convenience only and do not affect
the interpretation of this agreement.
RECIPIENT UNDERTAKING
With effect from the Novation Effective Date and in consideration of the undertakings
given by Third Party Provider in Clause 3, Recipient hereby undertakes to observe,
perform, discharge and be bound by the Contract(s) as if Recipient were a party to the
Contract(s) in the place of Provider. Notwithstanding this undertaking, nothing in this
agreement shall:
(A) require Recipient to perform any obligation created by or arising under the
Contract(s) falling due for performance, or which should have been performed,
before the Novation Effective Date or to pay for any product ordered, or
delivered or supplied to Provider or any service ordered or performed by
Provider before the Novation Effective Date;
(B) make Recipient liable for any act, neglect, default or omission in respect of the
Contract(s) committed by Provider or occurring before the Novation Effective
Date; or
(C) impose any obligation on Recipient for or in respect of any product ordered,
delivered or supplied by Provider or any service ordered or performed by
Provider before the Novation Effective Date.
THIRD PARTY PROVIDER’S UNDERTAKING AND RELEASE OF PROVIDER
With effect from the Novation Effective Date and in consideration of the undertakings
given by Recipient in Clause 2 and Provider in Clause 4, Third Party Provider hereby:
(A) subject to Clause 3.2 below, releases and discharges Provider from all
obligations to observe, perform, discharge and be bound by the Contract(s);
(B) accepts Recipient's undertaking to observe, perform, discharge and be bound
by the Contract(s) (such undertaking being set out in Clause 2); and
(C) agrees to observe, perform, discharge and be bound by the Contract(s) as if
Recipient were a party to the Contract(s) in the place of Provider.
Notwithstanding the provisions of sub-clause 3.1(A), nothing in this agreement shall
affect or prejudice any claim or demand whatsoever which Third Party Provider may
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have against Provider in relation to the Contract(s) and arising out of matters prior to the
Novation Effective Date.
4, PROVIDER’S UNDERTAKING AND RELEASE OF THIRD PARTY PROVIDER
With effect from the Novation Effective Date and in consideration of the undertakings
given by Third Party Provider in Clause 3, Provider hereby releases and discharges
Third Party Provider from all obligations to observe, perform, discharge and be bound
by the Contract(s). Notwithstanding this undertaking and release, nothing in this
agreement shall affect or prejudice any claim or demand whatsoever which Provider
may have against Third Party Provider in relation to the Contract(s) and arising out of
matters prior to the Novation Effective Date.
5. NOTICES
For the purposes of all provisions in the Contract(s) concerning the service of notices,
the address of Recipient is its registered office as shown above.
6. NOVATION EFFECTIVE DATE
The parties agree that the terms of this agreement will become effective on the [date on
which this novation agreement is signed by each of the parties thereto] (the “Novation
Effective Date’).
7 COUNTERPARTS
I
I 7.1 This agreement may be executed in any number of counterparts, and by the parties on
1 separate counterparts, but shall not be effective until each party has executed at least
I one counterpart.
7.2 Each counterpart shall constitute an original of this agreement, but all the counterparts
shall together constitute but one and the same instrument.
8. GOVERNING LAW AND JURISDICTION
I This agreement is governed by, and shall be construed in accordance with, English law
I and the courts of England are to have exclusive jurisdiction to settle any dispute arising
out of or in connection with this agreement.
9. FURTHER ASSURANCE
Each of the parties agrees to perform (or to procure the performance of) all such acts
and things, and execute and deliver (or procure the execution and delivery of) such
further documents as may be necessary or desirable to give effect to this agreement
and the matters and transactions contemplated herein.
For and on behalf of [Royal Mail Limited]
For and on behalf of [Post Office Limited]
For and on behalf of [Third Party Provider]
Exhibit 1
List of contracts
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Annexure 1
IN FLIGHT PROJECTS
POL Master Data Management
eBusiness
Project Maple (Pensions)
Transformation Outsourcing (CSCO and ITST&S)
Finance Systems Transformation
e-Enabling Sales & Service
UEX Infrastructure Management
Proofpoint email archiving
Intranet replacement
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Annexure 2
CONTACT CENTRE AGREEMENT
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Inter-business Agreement
Between
Post Office Limited
And
Royal Mail Limited
for the provision of
Contact Centre Services
Post Office Service Delivery Team
SLA 2011/2012
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Contents
1. OVERVIEW...
LL Objective of this Agreement
1.2 Duration.
13 Definitions
2. SERVICES
21 POEX — Post Office External Helpdesk
2.2 NBSC - Network Business Support Centre ..
23 POEX Customer Care Unit (CCU
24 Fishing Licence...
2.5 Welsh Speaking Service.
2.6 Data Collection and Validation
27 Management and Support.
2.8 Specifics of Services
2.9 Changes to Services
2.10 Service Channels
211 Service Opening Hour:
2.12 I Management Office Accommodation
3. SERVICE LEVELS...
3.1 Customer Response
3.2 Customer Experience .
3.3 Sales.
3.4 Data Integrity
35 Service Availability
3.6 Email.
3.7 Comp! ts...
RML will adhere to the Post Office Limited Complaint Management Policy, including the Three
Stage Process, Complaints Model and the definition of a complaint - See annex
3.8 Failure Reporting and Recovery Planning
3.9 POL Customer Experience Programme.
3.10 Planned Maintenance .
3.11 Service Credits...
4. PRICING...
41 Contact Centre Services Pricing for the period 4" April 2011 to 31 March 2012........18
4.2 Management Office Accommodation Pricing for the period 4" April 2011 to 31° March
2012) «18
SeUIIUADAAAAD
AEREGGRS
5
7
7
7
7
Performance and Commercial Reportin:
5.2 Additional Reporting...
o3, Analysis and Corrective Action:
OPERATIONAL MANAGEMENT AND REVIEW.......
5.4 Monthly Operational and Financial Review
5.5 Forecasting Meeting.
5.6 Ad hoc Meetings...
6. SERVICE INTERRUPTIONS...
7. CHANNELS OF COMMUNICATION... .ssssssssssssssssssee
Post Office Service Delivery Team
SLA 2011/2012
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71 Primary Channel at POL...
8. ESCALATION MANAGEMENT...
8.2 Escalation Path.......
I 9. CHANGE REQUESTS MADE BY EITHER PARTY OF THE OTHER PARTY..
91 Change Request Types
9.2 Change Request Process
} 10. IT AND TELEPHONY...
10.1 Provision and Maintenance of Applications.......
11. OWNERSHIP OF DATA...
12. CONTINGENCY — BUSINESS CONTINUITY AND DISASTER RECOVERY.
12.1 Business Continuity and Disaster Recovery Plan
12.2 Risk Register
I 13. SIGNATORIES..
APPENDIX A - MANAGEMENT OFFICE ACCOMMODATIO
29
29
Post Office Service Delivery Team
SLA 2011/2012
1. Overview
1.1. Objective of this Agreement
The purpose of this Agreement is to clearly outline the contact centre services
(“Services”) to be provided by Royal Mail (“RML”) to Post Office (“PO”) and its
customers, and the basis on which such services will be provided.
I This agreement replaces all previous agreements in place for the provision by
RML of the Services.
1.2 Duration
This Agreement will commence on Monday 4" April 2011 & will remain in force
until the contract is terminated in writing by either Party subject to a three month
notice period, or as mutually agreed between the Parties.
41.3. Definitions
The following definitions will apply in this Agreement:
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PO Post Office
RML Royal Mail Letters
Day / Daily The period from 00:01 hours to 24:00
hours
Week / Weekly The Post Office business week from
Monday to Sunday
Month / Monthly
The Post Office business period of
which there are 12 in each business
year. The business periods are of the
following lengths:
Period 1 — 5 Weeks
Period 2 — 4 Weeks
Period 3 - 4 Weeks
Period 4 — 5 Weeks
Period 5 — 4 Weeks
Period 6 — 4 Weeks
Period 7 — 5 Weeks
Period 8 — 4 Weeks
Period 9 — 4 Weeks
Period 10 - 5 Weeks
Period 11 — 4 Weeks
Post Office Service Delivery Team
SLA 2011/2012
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¢ Period 12 — 4 Weeks
Services The contact centre services provided
by RML as described in section 2
CCN Change Control Notice
Post Office Service Delivery Team
SLA 2011/2012
2.
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Services
RML will provide the following contact centre services:
24
2.1.4
2.7.1
POEX - Post Office External Helpdesk
Management of all customer service queries; identification of potential
lead generation on all viable contacts; lower level complaints, relating to
PO, PO products and services and any other matters as may be advised
by PO from time to time.
NBSC - Network Business Support Centre
Management of all enquiries from Post Office branches and their staff,
relating to PO products and services; management and resolution of
branch complaints and any matters relating to the support of provision of
those PO products and services.
POEX Customer Care Unit (CCU)
Management and resolution of all non regulated customer complaints
relating to any aspect of PO's business, including escalation of high profile
complaints within PO and transfer of complaints to appropriate helpdesks
as required. This process will fall in line with recognised Post Office
management processes. as defined at section ##
Fishing Licence
Management of enquiries regarding, and sales of, rod fishing licences.
Welsh Speaking Service
Provision of all the above Services in the Welsh language as required by
law. (Excluding NBSC)
Data Collection and Validation *
Collection and validation of customer and prospect. data to support
additional marketing programmes. Post Office will recognise any potential
service or billable impact.
Management and Support
RML will provide such account management information, recruitment,
training, coaching, IT, telephony and all other support services as are
Post Office Service Delivery Team
SLA 2011/2012
IN
>
io
E
2.10.1
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necessary to support the efficient provision and development of the above
services.
Specifics of Services
The specifics of the services provided under each of the headings in this
Section 2 will be those services which were provided at any point in the
three months prior to the date of signature of this agreement as
documented in contact centre management information provisioning report
provided weekly/monthly. Data is provided by CNN and owned by Post
Office.
Changes to Services
PO may, as its business imperatives require, request a change to the
Services, and, subject to the Change Control process, RML will not
unreasonably refuse to make any such changes.
Service Channels
Service will principally be provided via the following channels:
2.10.1.1 Telephone
2.10.1.2 Email
2.10.1.3 Textphone
2.10.1.4 Whitemail
2.10.1.5 Smartinform messaging
Post Office Service Delivery Team
SLA 2011/2012
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2.10.2 PO may, at a future point, also require that Service be provided via the
following channels:
2.10.2.1 Fax
2.10.2.2 SMS Text /Social media platforms
RML agrees to scope the feasibility of providing these services subject to the
Change Control process, such agreement not to be unreasonably withheld.
2.11 Service Opening Hours
2.11.1 Unless otherwise agreed via the Change Control Process, the centres will
be open during the following hours:
Post Office Service Delivery Team
SLA 2011/2012
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Customer Service
Product Monday to I Saturday I Sunday Bank
Friday Holidays
POEX helpline 08:15 - 08:30 - CLOSED /I CLOSED
18:00 14.00
Network Business 08:00 - 08:00 - CLOSED I CLOSED
Support Centre 18:00 14:00 EXCLUDING
(Wednesday GOOD
08:00 — FRIDAY
20:00)
Network Business 00:00 — 00:00 — 00:00 — 00:00 —
Support Centre Voice I 23:59 23:59 23:59 23:59
Mail Box
NBSC Customer 08:00 — CLOSED CLOSED CLOSED
Relations 18:00
POEX Customer 08:15 - CLOSED I CLOSED CLOSED
Complaints Unit 18:00
Fishing Licence CLOSED
(excluding Welsh with the
speaking) exception of
08:00-20:00 I 08:00- 08:00- Good Friday
28" February — 2" 20:00 20:00 & Easter
October 2011 08:30-18:00 Monday
08:30- CLOSED I when service
3" October — 27" 14:00 will be
February 2012 available as.
on a normal
Friday
Welsh speaking 08:15 - 08:30 - CLOSED CLOSED
18:00 12:00
Post Office Service Delivery Team
SLA 2011/2012
2.11.2
2.11.3
2.12.1
Where a Bank or Public Holiday covers all the countries of the United
Kingdom, the centres will operate to the Bank Holiday hours detailed
above. Where a Bank or Public Holiday covers only a region or country of
the United Kingdom, the centres will operate on a normal Monday - Friday
basis, but adjust staffing to reflect any expected change in calls from the
relevant region or country.
RML agrees to consider any request to change opening hours subject to
the Change Control process, such agreement not to be unreasonably
withheld.
Management Office Accommodation
RML will provide office accommodation for PO management personnel as
outlined in Appendix A, at the prices outlined in Section 4 of this
agreement.
Post Office Service Delivery Team
‘SLA 2011/2012
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Zhoz/LLOz WIS
wea! Auanljeq soneg eoy1O }S0q
um sKep esau) “Od
“ebelene peeibe ue Aq paoejdal 9 penouwial oq
juaweerBe ul “swie}ss $70 JO 10d Jo aun} e Aq pasnes juene ue 0} anp aoUeLaI0}
leuonesedo paaoxe speopyjom Ieuo}ejado JO SALUNIOA I[€9 JO SUINJOA By} aJOUM sKep uo Ajdde jou IJIM [aA9I SoINIEg Se
“(a1qeandde!
GWA ueym) Kep Buriom yxeu jo pua
eyu eu eu * Ryu %LE\Aq sBulpsooes xog abessay) sd10A Jo yorg [Ie
eyu x * Ryu Ryu %G6 skep QL > Jobe} 0} pasojo saseo)
* eju eyu * * %G>I Peuopuege sie9)
“@AOGE 94} JOJ JUaUIBDe/dal e Se]
Bulysnd Ayeuonesdse ase am Jey} ainseew ArepuozasI
eyju Ryu eu * eyu %OEGIP S! SUL , SPUOIES EQ - Jamsue O} eA, BBeJEAV/)
PaleyO Jo
* Ryu eyu * a %0gIebejusoied & se spuodas QZ ul! paomsue sIje5I
suonejay
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eouac!y] 99] ewojysng)
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ubledused S14} 0} juauied -
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:paersiyoe Oq 0} SIBAS7 SdIAIAS ay} ase BuIMo}jo} ay.
“pauinba se Od 0} sHodas Apjeem pue Ailep yons apiaoid pue ‘siseq Ajyeem pue Ajlep e uo souBUOLed plooe, pue
JOWUOW I/EYS TWH ‘(.UIUOW,,) polled Sseulsng Od B JOAO peinseeWl ale aINPaYDg SI4} U! Palle}ep sj@Ae7 ed1NaS ISU
Sjere7 eames =“
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¢ Welsh speaking forms part of the wider Poex provisioning so all information is contained within the BAU
offering/reporting.
3.2 Customer Experience
[Target IPOEX NBSC INBSC IPOEX [Fishing
(inc (Custom ICCU Licence
CCU, ler
IRFL) Relation
is
(Agent Quality 70% * * nla nla nla
Post Office Service Delivery Team
SLA 2011/2012
€S0Z€70010d
3.2.1. RML shall ensure that all advisors achieve an agreed minimum quality monitoring score as recorded through work
skills analysis. Where there are recognised short falls in place RMCS will articulate to POL how they plan to
address this.
3.2.2 Should PO so require, RML agrees to work in good faith with PO to ensure that its quality scoring mechanism is
consistent with PO’s customer experience strategy, such agreement not to be unreasonably withheld
3.2.3 Welsh speaking & fishing forms part of the wider Poex provisioning so all information is contained within the BAU
offering/reporting.
3.3 Sales
Target IPOEX INBSC INBSC ICCU [Fishing
(Custome Licence
r
Relations}
Lead generation — compliance to exit scripts [100% * nla nla nla nla
ion all viable calls.
Lead generation — percentage of leads See * nla nla nla nla
referred by POEX to other products as Appendix 3
required by POL that result in a sale
3.4 Data Integrity
Target IPOEX \NBSC INBSC_ ICCU_ Fishing
(Custome Licence
ir
Relations:
Call log - categorisation accuracy. (Applicable [95% * nla nla nla nla
Post Office Service Delivery Team
SLA 2011/2012
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€S0Z€70010d
where data is logged, as required by POL.
‘This would be agreed through appropriate
\change forum.)
3.5 Service Availability
centres are Available, when systems are
ithin RMCS control
[Target [POEX NBSC INBSC_ ICCU Fishing IWelsh
(Custome Licence ISpeaking
r Service
Relations;
\Time during the contracted hours that the >=99% * * * = . *
3.5.1 "Available" means that a Customer is able to contact the relevant centre and transact their business whichever
channel they use, such transaction to be provided to the level required by POL / in this contract, and such that RML
is complying with all of its obligations under this Agreement.
3.6 Email
Target IPOEX INBSC INBSC CCU [Fishing IWelsh
\Custome Licence ISpeaking
Ir Service
Relations}
le mails Received are Answered by a live 90% > nla nla nla nla nla
lagent within 1 Business Day of receipt the day
on which the email is made available to POEX
Post Office Service Delivery Team
SLA 2011/2012
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€S0Z€70010d
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IGeneral enquiry ( non complaint ) e mails 100% = nla nla nla nla nla
received are answered by a live agent within
2. Business Days of the day on which the
lemail is made available to POEX
3.6.1 If any emails have not been answered within the 1 Business Day time period then these shall be automatically
included in the next Business Day emails as one to be Answered on that Business Day.
3.6.2 For the purposes of this Service Level:
3.6.2.1 “Received” means that the e-mail has arrived in RML's domain.
3.6.2.2 “Answered” means that the Customer has received a response other than an initial automated
acknowledgement.
3.7 Complaints
RML will adhere to the Post Office Limited complaint management policy, including the three stage process, complaints
model and the definition of a complaint - See annex A
Target INBSC CCU
(Customer
Relations
Complaints closed within 10 working days 95% * *
CHESS 80% na *
‘All complaints should be logged on the day of I 100% * *
receipt.
‘An acknowledgement is issued on the day of 100% * *
receipt where resolution cannot be provided
within 3 working days.
Post Office Service Delivery Team
SLA 2011/2012
€S0Z€70010d
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ZLOZ/L LOZ WIS
ea] Aranyag sonieg e0yso 180g
“pleyyyim Ajqeuoseeiun aq 0} jou yuewWsei6e Yons ‘josjU00 eBBueYo 0} alqns
ainsealU Siu} JUsWEIdUU! 0} sealBe TWY ‘sjurejdwos jo juswaheuew ay} Joj eunseaw Ayjjenb e auyep 0} SpUaIUI Od LL"
3.8.2
3.9
14
3.11.1
Failure Reporting and Recovery Planning
If any Service Levels are not achieved in any particular week, RML will
provide supported reasons for the failure to achieve such Service Levels,
and if PO asks for a plan to achieve the requisite Service Levels within the
following week, RML will provide such a plan within an agreed period of
time, not exceeding 48 hours.
If any Service Levels are not achieved in any particular Month, RML will
provide supported reasons for the failure to achieve such Service Levels,
and will provide PO with robust & detailed recovery plans within 5 working
days from the beginning of the following? Month.
When service failures occur as a result of PO error then ownership will
reside with PO, who will take responsibility for getting a resolution
statement back to Royal Mail within the same business day. If resolution is
not achievable within the same business day Service Delivery will provide
a robust timeline of resolution to allow informed responses to customers.
POL Customer Experience Programme
RML agrees to develop its agent and other quality programmes, and any
other activity affecting Customer Experience, to reflect and be
complementary to the Customer Experience directions provided by POL
as part of its Customer Experience strategy - See Annex A
Planned Maintenance
In all instances, any planned maintenance or change implementation for
any element of the service(s) likely to affect RML's performance against
the Service Levels shall be scheduled to take place during periods of zero
or low activity and shall be agreed with PO in advance of each activity.
This will be through the RML lead and PO relationship manager,
documented in the agreed change request process.
Service Credits
Service Credits are not applicable.
However, PO retains the right to develop and implement Service Credits should it deem it
necessary to do so in order to ensure that RML delivers the Services against target. RML will not
unreasonably withhold agreement to the implementation of such Service Credits.
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4.44
4.2.1
4.2.2
4.2.3
Pricing
Contact Centre Services Pricing for the period 4" April 2011 to 31%
March 2012
RML will provide the Contact Centre Services detailed in Sections 2.1 to
2.12 of this agreement at an initially-agreed cost of £4.68m
The above total cost is equivalent to a productive hourly rate of £34.87,
based on an estimated 133,009 Productive Hours during the year. A
Productive Hour is defined as 60 minutes of agent talk, wrap or
administration time. It does not include holidays, sickness or other
absence; statutory, lunch or other breaks; training, coaching or information
sessions; toilet, comfort or other breaks. Whilst recognising that RML
operate on a cost to serve basis, PO reserve the right to challenge these
costs on an ongoing basis.
Any additional activity not included in the above costs will be agreed the
the appropriate change forum & charged through the existing charging
mode. However, this additional spend will be clearly tracked outside of
business plan to allow inter business cross charging within PO.
Management Office Accommodation Pricing for the period 4" April
2011 to 31° March 2012
RML will provide the management office accommodation detailed in
Appendix A of this agreement. Costs should be clearly defined articulating
the costs of the individual areas
Seats, desks & adequate storage
PC, Server and Printer
Software
Should PO wish to increase the number of Units of Accommodation it
requires then RML will make appropriate efforts to accommodate this
request, considering any capacity challenges. Any increase would be pro-
rated according to the number of days in the year for which it is required.
Should PO wish to decrease the number of Units of Accommodation it
requires from RML, the total cost will be reduced by the Cost Per Unit of
Accommodation no longer required, such amount to be pro-rated
according to the number of days in the year for which it is no longer
required.
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a am
ins
5.1.2
Reporting
Performance and Commercial Reporting
RML will provide reporting on a Weekly and Monthly basis in a format
provided by PO. The reports will state:
5.1.1.1 RML’s performance against the Service Levels outlined in Section 3
5.1.1.2 Such other commercial information as is required by PO to
understand the business and performance of the contact centres to
PO's reasonable satisfaction.
5.1.1.3 Number of productive hours for each activity.
5.1.1.4 Any additional information as required by PO from time to time.
Reports will be delivered at the following times:
5.1.2.1 Weekly reporting to be delivered to the designated PO recipient by
close of business on Tuesday following the end of the relevant
Week. COP Tuesday
5.1.2.2 Monthly reporting to be delivered to the designated PO recipient by
40am on 7" working day following the end of the relevant Month.
Additional Reporting
PO shall have the right to request any further information it may
reasonably require to determine whether it considers such service
performance reports to be true and accurate (and RML shall use its
reasonable endeavours to furnish PO with such information within a
reasonable period of time, no greater than 10 working days from original
request.
If such additional reporting is of a form that would be reasonably expected
to be generated in the normal course of a contact centre’s business, then
RML shall provide the additional reporting at no extra cost to PO. If such
reports are not part of the existing operational suite, then the provision of
the reporting shall be subject to the Change Control process.
Analysis and Corrective Actions
RML will be required to provide analysis of the reporting to include
highlighting of any Service Level failures, as well as any exceptional
activity, plus corrective action plans to return any activity where there has
been as Service Level failure to the point where Service Levels are met.
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PO has the right in its absolute discretion to request that RML’s proposed
solution be amended.
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Operational Management and Review
54
5.4.1
Monthly Operational and Financial Review
PO and RML will meet within 2 weeks of the end of each Month to review
operational and financial performance against Service Levels for that
previous Month and to discuss and plan future activity. These meeting will
be held either face to face or via conference calls and wil, be agreed by
both parties suitably in advance. Senior management from RML & PO
should be made available if requested by either party.
Forecasting Meeting
PO and RML will agree on a monthly basis a forecast of calls for the
Month beginning 3 Months from the end of the Month in which the meeting
is held. RML will provide its forecast of calls for the relevant Month, and
these meeting will agree the volumes of calls against which RML will be
required to staff the contact centres in order to achieve the Service Levels.
This meeting will also discuss any changes to forecasts in the Months
following the Month in which the meeting is held and RML agrees to use
all reasonable endeavours to staff the centres accordingly to meet the
requisite Service Levels.
Ad hoc Meetings
PO and RML will meet or discuss by phone at any time where it is deemed
by either party to be necessary to the proper provision of the Services.
Service Interruptions
Where RML identifies problems, it will contact and inform PO as soon as
possible. A full communication must also be issued as soon as possible,
but no more than 12 hours after the identification of the issue, such
communication to include an overview of the cause and implications of the
issue, as well as a remedial action plan.
The contact point at PO will be PO's Live Service Desk. Problems must
be notified by- phone on 0870 242 5568
Where PO identifies a problem they should contact the RML Operations,
who will then progress problem resolution and feed back action plans
within an agreed time
For the purposes of this Section, a problem is defined as an issue that
arises that would either a) have a significant impact on service provision or
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j
i
j b) an issue that is likely to have future/sustained impact on service
I provision.
I
I
I
I
I
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IN ON
St
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Channels of Communication
Primary Channel at PO
The primary point of communication with PO will be the PO Contact
Centre Service Delivery (CCSD) team. RML should include CCSD team
in any communication with other PO departments within reason
7.1.1.1 Informal or ad-hoc discussion between any individuals is
permissible at any time.
7.1.1.2 Formal or informal discussions at levels above CCSD Manager or
RML Senior Relationship Manager are permissible in terms of
escalation, contract variation or specification changes that are
outside BAU.
7.1.1.3 No discussions regarding frontline service provisioning should be
held with any other PO representative, without the support and
knowledge of the CCSD team. .
Where RML communicates with any other department within PO, it will be
responsible for informing the relevant contacts within the CCSD team of
the nature of the communication, the outcome and any further agreed
actions.
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8. Escalation Management
8.1.1 Disputes will ordinarily be resolved at the lowest level of contact. It is not
envisaged that disputes will escalate to the highest level, and at all stages,
the overriding priority and decisive factor will be the best possible benefit
for the Royal Mail Group as a whole.
8.2 Escalation Path
8.2.1 Where disputes cannot be resolved the following escalation procedure will
be applied.
PO RML
Head of Service Delivery
Andy McLean
Senior Service Delivery
Manager oN
Dave Hulbert
Contact Centre Service
Delivery Manager ”
Mark McLean
8.2.2 Should any of the above-named individuals leave the above-noted roles,
the person to whom the escalation will be made will be his or her
replacement in that role.
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io Oo
SS Oe
9.2.2
9.2.4
Change Requests made by either Party of the other Party
Change Request Types
Fast Track Change Request
9.1.1.1 A Fast Track Change Request is one where the answer to each of
the following questions is Yes:
« Will the change have minimal operational impact?
« Is the expected cost to implement the change less than £1,000?
e Will there be no significant increase in call volumes or AHT?
e Is the change constrained to impact currently provided services?
« Can the change be delivered within five (5) Business Days?
Substantive Change Request
9.1.2.1 A Substantive Change Request is a change request that does not
satisfy all the requirements for a Fast Track Change Request.
Change Request Process
Where either Party identifies the need for a change to any element or
aspect of the Service or the operational environment the Party requesting
the change (“Requestor”) shall generate a change control note (CCN)
requesting the change.
The Receiving Party (“Recipient’) will acknowledge the Requestor within
48 hours. Fast track requests will be dealt with on a best endeavours
basis.
The Receiving Party will then impact assess the request & formally
respond within 10 working days of submission. (Best endeavours should
be made to formally respond to any change request within 5 working days)
Both parties will work in good faith, and without unreasonable delay, to (1)
agree whether the change is a Fast Track Change or a Substantive
Change (within 5 working days of the issuance of the CCN), and (2) agree
the terms of the change request.
Following discussion and agreement of the CCN between the parties, and
agreement of a plan to implement the change, the agreed CCN will be
signed by one of the authorised signatories from each Party as detailed
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below. Those CCNs that are agreed will be implemented in accordance
with the process and timescale agreed in the CCN,
9.2.5 Authorised Signatories
9.2.5.1 No CCN shall be effective until signed by one of the following
representatives from each Party:
e Fast Track Approval:
(A) PO: Contact Centre Relationship manager or higher
(B) RML:- Group Shared Services Relationship Manager
e Substantive Change:
(A) PO: Contact Centre Service Delivery Manager or higher
(B) RML:- Group Shared Services Relationship Manager
9.2.5.2 ACCN in relation to a Fast Track change request may be agreed
by exchange of emails between relevant authorised signatories.
9.2.5.3 RML will be responsible for tracking all changes, and completion of
actions as agreed, and will allocate a unique number to each CCN
once it is accepted. The format for tracking the progress of the
changes will be provided by PO.
9.2.5.4 Change Control Note Format
I « Each finalised CCN shall contain:
I (A) the title of the change;
(B) the originator and date of the request or recommendation
for the change;
(C) the reason for the change;
(D) full details of the change including any specifications and
user facilities;
(E) a timetable for implementation;
(F) the impact, if any, of the change on other aspects of the
Services
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(G) the date of expiry of validity of the CCN;
(H) provision for signature by PO and RML, and
() a schedule of the charges in respect of such change.
(J) the reason why the Requestor believes the change to be
a ‘Fast Track’ change
(K) what if it needs testing
(L) any acceptance criteria
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10.1.2
11.
11.4.1
IT and Telephony
Provision and Maintenance of Applications
RML will be responsible for the provision and maintenance of all
necessary technology and telecoms applications necessary for the
provision of the Services, including Knowledge Base, Siebel and galaxy
applications. Escalations as a result of operating or service issues should
be made directly through CSC/IT supplier
RML will update all systems, hardware and software applications in
accordance with the relevant agreed project timescales.
Ownership of Data
RML agrees that all customer and prospect data is the sole property of
PO.
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12.1.2
12.1.3
=
In
iX}
f
12.2.1
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Contingency — Business Continuity and Disaster Recovery
Business Continuity and Disaster Recovery Plan
RML will provide to PO, within one month of the signing of this agreement,
a bespoke comprehensive Business Continuity and Disaster Recovery
Plan in a format defined by PO and which addresses how services will be
re-commenced to Customers and prospects following the occurrence of
any force majeure event or other event that impacts on the provision of the
Services. The Business Continuity Plan should be in accordance with
industry standard best practice for Business Continuity management, and
also should meet any requirements for Business Continuity management
laid down by RML.. PO will review the plan, and request any additional
information or amendments in its sole discretion.
The Business Continuity and Disaster Recovery Plan will outline mitigation
and corrective action for a number of events, such events to be
determined by a scored risk analysis and reasonably agreed by the
Parties. Such events will include, but not be limited to, telecoms,
technical, premises, IT systems/data, fulfilment and facilities functions of
RML, as well as the key business processes and dependencies (e.g.
significant sudden staff shortages).
The Business Continuity and Disaster Recovery Plan will be tested,
reviewed and updated by PO with attendance from RML on an annual
basis. This will be in line with agreements held with CSC for the testing
dates & will be subject to change if required by PO.
RML attend the NBSC walk through exercise, which is held once a year
and controlled by PO’s Business Continuity team.
RML agrees to implement any reasonable recommendations made by PO
following any review exercise.
Risk Register
RML will maintain a risk register containing details of all risks identified by
itself or PO. This register will contain an audit trail of action and progress
in the management of each identified risk.
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13. Signatories
This agreement has been signed on behalf of the Parties as follows:
For Royal Mail Limited
Signature
Position ..
Date..
For Post Office
Signature oo... ec eeececeesesessseaeeeeeeesenenes
POSHIOH...0002cessrssrcceecarazessceagepensegmincnmnnne site
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Appendix A - Management Office Accommodation
1.
RML will provide management office accommodation to PO at its offices in
Dearne House, Cortonwood Drive, Barnsley, S73 OUF.
. POL will have sole use of this accommodation and may use such
accommodation for whatever purposes as it in its sole discretion requires.
. The accommodation will be measured, and paid for by POL, in Units of
Accommodation, such Units of Accommodation to be defined as follows:
a. One Unit of Accommodation includes:
i. Adesk and seat.
ii, A telephone
ii. A Server and Printer
=
. Supporting software to ensure POL management can fully carry
out its responsibilities, to include access to applications such as
Remedy.
v. Additional supporting services such as toilet, security,
restaurant, parking and other facilities as are provided to RML’s
own staff at the same site.
. RML will provide the appropriate number of Units of Accommodation as
defined by POL.
. POL may:
a. Reduce the number of Units of Accommodation it requires, and the
total cost will be reduced according to the provisions of Section 4
(Pricing).
b. Increase the number of Units of Accommodation, subject to the
Change Control process, and the total cost will be increased according
to the provisions of Section 4 (Pricing).
All Units of Accommodation will be of an equivalent or higher standard than
that provided by RML to its own staff at the same location.
RML acknowledge that some Post Office operational practices/policies may
differ from that of the contact centre.
Operational Terms of Reference Customer Experience Framework
Complaints Framework
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Terms of Ref
Definitions Document
IW]
Definitions Document
CE Framework C:\Documents and
Settings\mark.mclean
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610862045
Annexure 3
PROPERTY SCHEDULE
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RM _/ POL Proposed Transfer of Property Assets -
Basis of Asset Transfers
Where property has been identified as transferring to POL, this shall be at nil value.
In the case of RM freeholds where the Property is effectively self contained this will be
by transfer of the freehold interest at nil value. Otherwise it will be by grant of a 999
year ground lease at a peppercorn rental. In the case of RM long leasehold interests
POL will be granted an underlease for as long as possible at a peppercorn rental.
Reference to property transfers only relate to the areas and rights as identified in the
shared site surveys for POL’s use within shared properties subject tor review by
exception only. If and when the separation works are carried out the areas will be as
identified in the shared site surveys as the preferred solution.
Where transfers of shared premises are by virtue of transferring the freehold interest,
residential use is subject to obtaining RM’s consent for so long as the retained RM
property is used as an operational DO.
Where transfers of shared premises are by 999 year leases residential use shall be
prohibited as long as the retained RM property is used as an operational DO.
Category 1 - Sole POL Occupation
All 7 sites (Doncaster CO, Wymondham CIT, Bootle IND/CO, Stockton CO/OFF,
Manchester CIT, Bolton IND/CO* and Southport IND/CO*) are to be transferred to POL.
without any restriction save for those already affecting the titles.
Bolton IND/CO and Southport IND/CO carry a de minimis value as both are held on 999
year leases.
The internal business rent charge for these 7 sites is £360,562 pa and the market rent is
£302,700 pa.
Category 2 — Shared RM/MSP Sites
The 30 MSPO sites are to be transferred to POL
While 29 of these MSPO sites are held Freehold, one is held Long Leasehold, (Sharston
MSP/MWythenshawe DO). Where long leaseholds are concerned underleases will be
granted for the maximum term possible at a peppercorn rent subject to MSPO leases.
Where freeholds are concerned the transfers shall be subject to the existing MSPO
lettings
There is a combined internal business rent charge of £83,553 pa for Blackheath &
Whitechapel MSP’s (both failed offices) and a total external rent charge of £396,600 pa
for the other 28 sites. The market rent for Blackheath, Whitechapel and Swanley is
£112,400 pa.
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Category 3 — Shared RM/POL Sites
82 of the 95 sites are to be transferred to POL These sites have a combined internal
business rent charge of £2,278,793 pa and a market rent of £2,187,425 pa.
The remaining 13 sites are detailed below:
High Holborn CO/OFF, Derby MC, Windsor DO/CO, Battersea DO/CO, Portsmouth MC,
Crawley DO/CO and Mount Pleasant MC — At all of these sites POL has agreed to enter
into a 20 year lease at a peppercorn rent, Each lease shall be in the form of the agreed
template lease annexed, with appropriate amendments to take into account the terms set
out in this memorandum and any other amendments as the parties agree acting
reasonably. The leases of these sites will be contracted out of the security of tenure
provisions of the 1954 Act. RM will also have a right to ask POL to relocate at anytime
during the term of this lease in the event of the sale and /or redevelopment of the whole
or part of the site. The termination of the lease to POL in these circumstances shall be
subject to the re-provision of Post Office Limited’s standard fit out from time to time at
RW’s expense and to include the costs related to obtaining any necessary Planning
Building or other consents in relation to the full fit out and associated signage and
reasonable acquisition costs (acquisition costs being POL's legal and surveyor's fees and
SDLT). In addition RM will pay a sum equivalent to ten years Market Value rent on the
new premises whether freehold or leasehold premises from the date the new Post Office
is operational. RM will pay this by way of annual amounts in arrears to POL...] In relation
to the premises at High Holborn, Windsor and Crawley RM will pay POL a further sum
from the proceeds of the sale and/or development upon the basis set out in appendix A .
These sites have a combined internal business rent charge of £575,234 pa and a market
rent of £572,811 pa.
Melksham DO/CO, Potters Bar DO/CO, Harpenden DO/CO and New Cross DO/CO are
all sites that are currently under offer or are soon to be released as part of RM’s current
disposal programme and will not be transferred to POL. In these cases POL shall be
granted a lease for a term of ten years at a rental equivalent to the current inter-business
charge subject to review after 5 years. There is to be a tenant only break option at the
end of 5 years. Each lease shall be in the form of the agreed template lease annexed,
with appropriate amendments to take into account the terms set out in this memorandum
and any other amendments as the parties agree acting reasonably.
At Chester DO and Eastbourne DO, POL’s only presence is a CIT compound and at
these sites RM will grant POL a 20 year lease at a peppercorn rental. Each lease shall be
in the form of the agreed template lease annexed, with appropriate amendments to take
into account the terms set out in this memorandum and any other amendments as the
parties agree acting reasonably. The leases of these sites will be contracted out of the
security of tenure provisions of the 1954 Act. RM will have the ability to terminate this
agreement at anytime subject to RM covering POL’s reasonable reprovison costs for Post
Office Limited standard fit out from time to time and to include the costs related to
obtaining any necessary Planning Building or other consents in relation to the full fit out
and any associated signage and reasonable acquisition costs to include legal, surveyors
and SDLT. In addition RM will pay a sum equivalent to 10 years Market Value rent on the
new premises whether freehold or leasehold from the date they become operational RM
will pay this by way of annual amounts to POL in arrears, These sites have a combined
internal business rent charge of £25,924 pa and a combined market rent of £19,904 pa.
In each of the cases of a 20 year lease at a peppercorn rental POL to have a rolling 6
month break option
Category 4 — Sole MSP Occupation
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All sites are to be transferred to POL with the exception of Ramsgate, Ingatestone, Fowey,
Moreton in Marsh and St Mary's, which are already (or will be ) under offer to be sold. The
sites to be transferred have a combined external rent charge of £1,187 pa.
Category 5 — Offices / Other
Future Walk — The freehold of the main site will be transferred to POL subject to leasing back
to RM that part of the premises currently let to Card Protection Plan Ltd on a 999 year lease
at a peppercorn and subject to and with the benefit of the existing lease to Card Protection
Plan Ltd The 2 annex premises currently occupied by POL to be taken on a 40 year lease at a
peppercorn rental, POL to have a rolling 6 month break option on these premises This site
has an internal business rent charge of £589,789 pa and a market rent of £631,500 pa.
Swindon ST (Units 4, 4a, 5, 9, 10 & 11) -The freehold to be transferred to POL together with
appropriate rights of access but subject to a restrictive covenant preventing any future
residential use whilst RM operate a Mail Centre from the adjacent site. This site has an
internal business rent charge of £943,450 pa and a market rent of £876, 100 pa.
Categories 6 & 7 - Cash in Transit
«Preston MC - POL's only presence is a CIT compound . This site has an internal
business rent charge of £7,387 pa and a market rent of £11,650 pa.
* Dorset MC - POL's only presence is a small CIT compound. This site has an internal
business rent charge of £14,584 pa and a market rent of £17,774 pa.
* Stoke on Trent DO/CIT - POL Supply Chain occupies 205m2 out of a total of 5204.67m2,
(with an internal rent of £4,418). This site has an internal business rent charge of £4,418
pa and a market rent of £4,418 pa.
In each of these cases RM will grant POL a 20 year lease at a peppercorn rental. Each lease
shall be in the form of the agreed template lease annexed, with appropriate amendments to
take into account the terms of this memorandum and any other amendments as the parties
agree acting reasonably. The leases of these sites will be contracted out of the security of
tenure provisions of the 1954 Act. RM will have the ability to terminate this agreement at
anytime subject to RM covering POL’s reasonable reprovision costs for POL’s then standard
fit out to include the costs related to obtaining any necessary Planning Building or other
consents in relation to the full fit out and associated signage and reasonable acquisition costs
being POL's legal costs, surveyor’s fees and SDLT .
* POL to have a rolling six month break option
« IfRMwishes to vacate a site the parties will work together to create a discrete area for
POL’s facility without prejudicing POL's continuing operation on site.
Category 8 — Parking
At Castle Bromwich DO and Walsall Hatherton Street PAR, POL only occupy small areas of
parking (no buildings) and these sites will not be transferred to POL.
148 Old Street
* The 5" Floor is to be released to POL following iRed’s vacation. POL will be responsible
for all costs associated with their occupation of this space.
«The Part Ground Floor currently occupied by RM is to be released to POL at a date to be
determined, POL will be responsible for all costs associated with their occupation of this
space.
* The 4" Floor is to be retained by RM, however, RM will have the option to release this
space to POL at the date of the headlease break option in 2015.
* POL to take an assignment of the Headlease on the property subject to a leaseback of
the 4" floor to RM and the grant to RM of a reasonable number of car parking spaces.
Vacant Sites
The current payment (circa £1m) by POL of costs associated to previously occupied sites is to
be ceased from the start of the financial year 12/13
Notes
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For the purpose of the analysis above, all internal business rent charges have been
based upon the 2011/12 budgets.
All leasehold property transfers will be subject to a legal review of the lease
documentation to ensure that these properties are capable of being appropriately divided.
Separation Works
.
Whilst any shared premises are being used by POL and RM it is not proposed that the
separation works are carried out
If either party vacates their portion of the property it will be that party's responsibility and
at their cost to carry out immediately on vacation those works identified in the Separation
surveys under the “Mothballing” option to ensure the safe and secure trading of the other
party from their respective premises.
Prior to the completion of any disposal by sale or letting of the vacated premises that
party will fully carry out at their sole cost the preferred solution for Separation Works as
identified in the relevant Separation survey.
Informal Occupations
POL currently has circa 220 admin personnel who regularly work from, or are based in
RM properties. There are also a number of Counter Training Schools within RM premises
and usage of storage space and meeting rooms. These are informal occupations that are
not recognised on the property database. For the duration of the MSA it is agreed that the
existing arrangements will remain in place. Before the expiry of the MSA POL will make
arrangements and move all of their personnel out of these properties unless a formal
occupancy can be set up and the area POL personnel occupied can be made self
contained from the RM areas. RM to endeavour to create self contained rental units for
POL whereupon POL will pay RM a Market Rent for these rental units
Rack Rented Leasehold Premises
There are 4 standalone properties currently occupied by MSPO’s. In each of these cases
POL will take an assignment of RM’s leasehold interest subject to and with the benefit of
the existing lease to the MSP.
In the case of shared sites POL will take an underlease on terms in line with the agreed
Template lease including tenants only break option at the 5" year, but to reflect where
necessary the terms of RM’s Headlease. Where the Post Office occupancy is by way of
an MSP POL's underlease will reflect the terms of the MSP lease and will be subject to
and with the benefit of the MSP lease.
General
POL and RM will each bear their own legal costs in relation to all of the above matters
save for those reasonable legal costs which shall be borne by RM incurred where
operational premises may subsequently be reprovided in the circumstances referred to
above and as described in Categories 3, 6 and 7..
Itis intended that all the initial transfers will take place under a Transfer Scheme under
the Postal Services Act 2011 to take effect from the beginning of the 2012/2013 financial
year.
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The benefit of any warranties, appointments or title insurances (in respect of any property
to be transferred or to be the subject of a 999 year lease) to transfer under the proposed
Transfer Scheme at the same time
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Appendix A
Gross Sale Proceeds
Less fees on disposal
Less acquisition fees for new Post Office
Less fit out costs for new Post Office
Less NPV of 10 years rent on new Post Office
Less acquisition fees for new Delivery Office
Less fit out costs for new Delivery Office
Less redundancy and excess travel and disturbance costs for both RM and
POL staff
= Net Sale Proceeds to be divided between RM and POL in line with the
latest valuation of the Post Office compared with the value of the rest of the
site
NB In the scenario re Windsor where there would be 2 DO’s moved into the
new facility the amount of fit out costs applied to the calculation above would
be a proportion of the total costs being the ratio of the GIA of the Windsor DO
to the combined GIA of both DO’s moving into the new premises. For the
avoidance of doubt, the sale proceeds of the second DO will not be attributed
to the calculation.
Lease
of the Post Office forming part of the premises
known as [ ]
[Royal Mail Group Limited] “4
Post Office Limited ©
Nb. Template Lease to be considered and applied on a premises by premises basis having
regard to the extent of the premises, the building, the site and retained premises as may
be appropriate and the condition of the premises and the Buildling within which itis situate.
In the event that the joint separation surveys may result in a subsequent change to the
extent of the premises demised being agreed then this will need to be documented
appropriately.
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CONTENTS
Clause
DEFINITIONS AND INTERPRETATION
THE LETTING TERMS...
TENANT'S COVENANTS
LANDLORD'S COVENANTS .
INSURANCE .
PROVISOS seseeseeeceene teens
OBLIGATIONS IN SCHEDULES TO THIS LEASE
1995 ACT...
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
10 TENANT'S BREAK.
WOBVAUAWNE
Schedule 1 .... . 32
The Premise: 32
Schedule 2 ...... 34
Rights Granted aoe 34
Schedule 3
Rights Reserved.
Schedule 4 ......
Matters affecting title .
Schedule 5...
Separation Works and Redevelopment.
Schedule 6 on
Covenants by Guarantor
Schedule 7 ......
Rent Review
Schedule 8 ...
Service Charge....
4A_4730528_2
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LAND REGISTRY PRESCRIBED LEASE CLAUSES
LR1. Date of lease
LR2. Title number(s)
LR3. Parties to this lease
LR4. Property
LRS5. Prescribed statements etc.
LR6. Term for which the property
is leased
LR7. Premium
LR8. Prohibitions Or Restrictions
On Disposing Of This Lease
LR9. Rights of acquisition etc.
4A_4730528_2
LR2.1 Landlord's title number(s)
C ]
LR2.2 Other title numbers
[None] / [ ]
Landlord
[ROYAL MAIL GROUP LIMITED (Company
Registration No 04138203)
whose registered office is at 100 Victoria
Embankment, London EC4Y 0HQ]
Tenant
POST OFFICE LIMITED (Company Registration No
02154540)
whose registered office is at 148 Old Street,
London EC1V 9HQ
Other parties
None
In the case of a conflict between this clause
and the remainder of this lease then, for the
purposes of registration, this clause shall
prevail.
Defined as the "Premises" in Clause 1.1 of this
Lease.
None.
The term as specified in this Lease at Clause 2.
None.
This Lease contains a provision that prohibits or
restricts dispositions.
LR9.1 Tenant's contractual rights to renew this
lease, to acquire the reversion or another lease
of the Property, or to acquire an interest in
other land
Clause 8.
LR10. Restrictive Covenants Given
In This Lease By The Landlord In
Respect Of Land Other Than The
Property
LR11. Easements
LR12. Estate
Burdening The Property
Rentcharge
LR13. Application For Standard
Form Of Restriction
LR14. Declaration of trust where
there is more than one person
comprising the Tenant
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LR9.2 Tenant’s covenant to (or offer to)
surrender this lease
None.
LR9.3 Landlord’s contractual rights to acquire
this lease
None.
Clause 4.3,
LR11.1 Easements granted by this lease for the
benefit of the Property
Schedule 2.
LR11.2 Easements granted or reserved by this
lease over the Property for the benefit of other
property
Schedule 3.
None.
None.
Not applicable
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DATED: The date specified in LR1 of the Prescribed Clauses
PARTIES:
(1) The Landlord specified in LR3 of the Prescribed Clauses (Landlord) and
(2) The Tenant specified in LR3 of the Prescribed Clauses (Tenant)
OPERATIVE PROVISIONS:
1 DEFINITIONS AND INTERPRETATION
1a In this Lease the following words and expressions shall have the following meanings
unless the context requires otherwise:
Agent any sub-postmaster or sub-postmistress or franchisee
or operator appointed by the Original Tenant to
operate and run any post office and other ancillary
services at the Premises or any part thereof
Annual Rent £[ ] per annum (exclusive of
any VAT) as revised from time to time under
Schedule 7
Base Rate the base rate from time to time of Lloyds TSB Bank
plc or such other clearing bank as the Landlord may
from time to time specify
BREEAM the BRE Environmental Assessment Method
[Building the premises known as [ ] shown edged
green on plan 2 attached to this Lease forming part
of the Site, the Landlord's title to which is registered
at the Land Registry under title number
[ ] and (without limitation) includes any
alteration or extension of PROVIDED THAT such
alteration or extension does not materially increase
the Tenant's Proportion]
CDM Regulations the Construction (Design and Management)
Regulations 2007 and Health and Safety File shall
have the meaning given in those regulations
[Common Parts [that part of the Site hatched yellow] [all parts of the
Building [or the Site] coloured yellow on plan 1
(including its external accesses and, if any, its
forecourts, yard or car park) which are designed or
intended for the general use in common by the
tenants or occupiers of the Building (including the
entrances, entrance halls, lobbies, stairways, lifts,
passages and fire escapes (if any))][that part of the
Site hatched yellow on the plan)
Entry Conditions those conditions for entry by the Landlord set out in
clause 4.6
[EPC Level the rating of [ ] given in the energy performance
certificate for the Premises obtained immediately prior
to the date of this Lease]
4A_4730528_2 3
EPC
Estimated Service Charge
Group Company
Guide
Insurance Rent
Insured Risks
Legislation
Original Tenant
Permitted Part’
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an energy performance certificate and related
recommendation report
the Landlord’s proper estimate of the Service Charge
which will be payable by the Tenant during a Service
Charge Period which shall be accompanied with
evidence as to the calculation of the estimate and
budget for the Service Charge Period
a company that is a member of the same group of
companies (as defined by Section 42 of the Landlord
and Tenant Act 1954) as the Tenant
The RICS Service Charges in Commercial Property
(April 2007) or any subsequent edition or
replacement of it
the rent payable by the Tenant pursuant to clause
5.2.1
fire, lightning, explosion, damage or destruction
caused by terrorism, aircraft (not being hostile
aircraft) and articles dropped from them, riot, civil
commotion, earthquake, storm, tempest, flood, burst
water pipes and overflow of water tanks and impact
by road vehicles and any other insurable risks
whether or not in the nature of the foregoing against
which a reasonably prudent landlord would normally
insure, subject in each case to:
(a) any risk being insurable in the United Kingdom
market with a reputable insurer; and
(b) such excesses, exclusions, limitations and
conditions as may be imposed by the insurers
and are accepted as common practice in the
insurance market
all legislation having effect in the United Kingdom at
any time during the Term, including directives,
decisions and regulations of the Council or
Commission of the European Union, Acts of
Parliament, instruments, — orders, regulations,
consents, licences, notices and bye-laws made or
granted under any Act of Parliament or directive,
decision or regulation of the Council or Commission of
the European Union, or made or granted by a local or
other competent authority or a court of competent
jurisdiction, and any approved Codes of Practice,
regulations or other requirements issued by a
statutory or professional body
Post Office Limited (Company Registration No
02154540) and its statutory successors or its
successors to its business responsible for running a
network of post offices but does not include
successors in title and assigns to the Lease unless
they meet the foregoing criteria
[one complete floor or two or more consecutive
1 To be considered on a property by property basis
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Permitted Use
Planning Acts
Premises
Prescribed Clauses
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complete floors of the Premises] [one complete unit
or two or more adjoining complete units of the
Premises (such units being shown for identification
purposes only edged [ ] on plan [ 1
attached to this Lease)] [any part or parts of the
Premises comprising not less than [ 1
square feet of the net internal floor area] [any of the
parts shown for identification purposes only edged [
J on plan [ ] attached to this Lease] , but
subject as follows:
no part shall be a Permitted Part if it renders any
other part of the Building (other than means of
access and other common parts) incapable of being a
Permitted Part
every Permitted Part shall have the benefit of and be
subject to such easements and rights as shall in the
opinion of the Landlord (acting reasonably) be
necessary or appropriate
any and/or all of the following:
(i) As a post office with or without the sale and/or
provision of any goods or services of any
description which are generally sold or provided
at post offices at any time (including the sale of
lottery tickets and broadband internet services
and the provision of currency exchange) and
ancillary uses within Class A1 or such other
ancillary use which may be consented to by the
Landlord from time to time (such consent not to
be unreasonably withheld or delayed) and or any
other use or purpose of any description within
Classes Al to A5 (inclusive) of the Schedule to
the Town and Country Planning (Use Classes)
Order (Amendment) 2005 (as enacted at the
date of this Lease and notwithstanding any
subsequent amendment or revocation) for which
the Landlord has provided its written consent for
(such consent not to be unreasonably withheld
or delayed) together with the use of any service
yard serving the Building
(ii) (To the extent not included in paragraph (i)
above) any use to which the Tenant (whilst this
Lease is vested in an RM Group Company) puts
the Premises and for which it has statutory
powers
the Town and Country Planning Act 1990, the
Planning (Listed Buildings and Conservation Areas)
Act 1990, the Planning (Hazardous Substances) Act
1990, the Planning (Consequential Provisions) Act
1990, the Planning and Compensation Act 1991, the
Planning and Compulsory Purchase Act 2004 and any
other town and country planning or related
Legislation
the part of the Building described in Schedule 1 and
all additions, alterations and improvements from time
to time made to that part
the Land Registry's Prescribed Lease Clauses at the
Prescribed Rate
Quarter Days
[Rent Commencement Date
Retained Premises
RM Group Company
[Schedule of Building
Condition
[Schedule of Condition
[Service Areas
Service Charge
Service Charge Account Date
Service Charge Period
Service Charge Statement
Service Costs
Service Systems
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front of this Lease
a rate of interest of 3% per annum above the Base
Rate
25 March, 24 June, 29 September and 25 December
in each year and Quarter Day any one of the
Quarter Days
c I
the Site excluding the Premises
Royal Mail Group Limited (Company Registration
No 04138203) and any company that is a member of
the same group of companies (as defined by Section
42 of the Landlord and Tenant Act 1954) from time to
time
the photographic schedule of condition annexed
hereto and marked as such]
the photographic schedule of condition annexed
hereto and marked as such]
the areas coloured mauve on the plan]
the Tenant’s Proportion of the Total Service Costs in
any Service Charge Period
[e@] in each year of the Term or such other date or
dates in each year of the Term as the Landlord may
by written notice to the Tenant reasonably stipulate
PROVIDED THAT this has no affect upon the Tenant's
Service Charge payments under this Lease.
the period from and excluding one Service Charge
Account Date up to and including the next Service
Charge Account Date
the statement to be provided to the Tenant under
paragraph 3 of Schedule 8.
the costs set out in Schedule 8
any pipes, wires, cables, drains, sewers, mains,
watercourses, trunking, ducting and other media and
any boilers and ventilation or air conditioning system
and any other mechanical or electrical plant,
equipment, meters, control panels or machinery, for
the provision of hot and cold water, gas, electricity,
telecommunications, heating, air ventilation and
other services serving the Building [or the Site to be
included where there is no Building separately
defined] and the disposal of water and sewage from
the Building or the Site, which now are or shall during
the Term be laid or constructed in, through, over or
under or which shall otherwise serve (exclusively or
in common with other premises) the Building [or the
Site where there is no separate definition of the
Building] (except any which now are or shall during
the Term be both situated within and exclusively
serve the Premises or any other premises let or
intended to be let in the Building), and any other like
6
[Site
Specified Hours
[Superior Lease
Telecoms Agreement
Telecoms Equipment
Telephone Box
Tenant's Proportion
Term
Term Commencement Date
Total Service Costs
Uninsured Damage
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media or plant equipment or machinery which is now
or shall during the Term be installed within or outside
the Building and which shall provide any facilities to
the Building (whether exclusively or in common with
other premises) and any computer controlled building
management system, which is now or shall during the
Term be installed in or serve the Building
the land and premises including the Building shown
edged [ ] the Landlord’s title to which is
registered at the Land Registry under title number [
]
the hours between 9 a.m. and 5:30 p.m. Monday to
Friday inclusive and 9 a.m. and 12:30p.m. on
Saturdays
a lease dated [ ]
made between (1) [ 1 and (3)
[ ] for a term of [ ]
years expiring on [ 1 [any
intermediate superior reversionary interest in the
Premises]
any agreements in relation to Telecoms Equipment or
Telephone Boxes at the Building including any
arrangements whereby the original contract relating
to the same has expired and the equipment or boxes
remain under new but undocumented informal
arrangements
any telecommunication equipment, cabling, satellite
dishes, or any other equipment used for the
transmission of telecommunications services
any telephone box or boxes, kiosks, cubicles or
stands, together with any associated equipment and
cabling at the Building
the proportion which the gross internal floor area of
the Premises bears to the gross internal floor area of
the whole of the Building (including the Premises) as
determined by the Landlord's surveyors acting
reasonably at the date of this Lease
the term of years granted by clause 2 and shall
include the period of any holding over, extension or
continuation whether pursuant to statute or at
common law
[the date of this Lease] / [ 1
the total of the Service Costs in any Service Charge
Period
damage to or destruction of the Premises or any
other part of the Building rendering the Premises or a
substantial part of the Premises unfit for occupation
or use or inaccessible by a risk which is not an
Insured Risk because that risk is:
(i) not insurable in the United Kingdom market with
a reputable insurer; or
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(ii) not insured or fully insured because of
exclusions, limitations and conditions imposed by
the insurers;
(iii) insurable in the UK market with a reputable
insurer but not actually insured by the Landlord;
such that the full cost of rebuilding and reinstating
shall not be recoverable by the Landlord under the
insurance policy, but excluding any damage or
destruction in respect of which the Landlord's policy
has been vitiated or (unless the Tenant has complied
with clause 5.2.3.2) payment of the policy monies
has been refused in whole or in part by reason of any
act, default or neglect of the Tenant
VAT value added tax as defined in the Value Added Tax
Act 1994 and/or any tax of a similar nature
substituted for or levied in addition to such value
added tax
Working Day any day which is not a Saturday, a Sunday or a bank
or public holiday in England; and
1995 Act the Landlord and Tenant (Covenants) Act 1995
1.2 In this Lease:
1.2.1 the expressions Landlord and Tenant shall include their respective
successors in title, Tenant shall include the personal representatives of
the Tenant and any person in whom this Lease may from time to time be
vested by whatever means and Guarantor shall include the personal
representatives of the Guarantor.
1.2.2 words importing the singular number only shall include the plural and
where there are two or more persons included in the expressions
Landlord or Tenant covenants expressed to be made by the Landlord or
the Tenant shall be deemed to be made by such persons jointly and
severally.
1.2.3 words importing the masculine gender only shall include the feminine and
neuter genders and words denoting natural persons shall include
companies and corporations and vice versa.
1.2.4 all rights, reservations and permissions in favour of the Landlord shall also
be for the benefit of any superior landlord or mortgagee who shall be
entitled to exercise the same in addition to the Landlord.
1.2.5 any reference to this Lease shall be deemed a reference to this Lease and
any deed, agreement or other document supplemental or collateral to this
Lease or entered into pursuant to the terms of this Lease.
1.2.6 unless the context requires otherwise, a reference to particular legislation
is a reference to that legislation as amended, consolidated or re-enacted
from time to time and to all subordinate legislation made under it from
time to time.
1.2.7 references to the President and Vice-President of the Royal Institution of
Chartered Surveyors and the Institute of Chartered Accountants include
references to the equivalent officers of any Institution, Association or
other body of which either of them may become part.
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21
2.2
2.3
2.4
2.5
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1.2.9
1.2.10
1.2.11
1.2.12
1.2.13
1.2.14
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the words include and including are deemed to be followed by the words
without limitation, and general words introduced by the word other do
not have a restrictive meaning by reason of being preceded by words
indicating a particular class of acts, things or matters.
the headings are for ease of reference only and are not to be taken into
account in the construction or interpretation of any covenant, condition or
proviso to which they refer.
unless the context requires otherwise, references to a numbered clause or
Schedule are references to the relevant clause in or Schedule to this Lease
and references in any Schedule to a numbered paragraph are references
to the relevant paragraph in that Schedule.
unless the context requires otherwise, any act, default or neglect of the
Tenant includes any act, default or neglect of any person under the
control of the Tenant.
where the Tenant is placed under a restriction, the restriction includes the
obligation on the Tenant not to knowingly cause or allow the infringement
of the restriction by any person under the Tenant's control.
if any term of this Lease or its application to any person or circumstance
shall to any extent be invalid or unenforceable the same shall be
severable and the remainder of this Lease or the application of such term
to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby and each term and
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.
unless the context requires otherwise, references to the Premises and the
Building include any part of the Premises or the Building.
THE LETTING TERMS
The Landlord LETS to the Tenant the Premises;
TOGETHER WITH the rights specified in Schedule 2; but
EXCEPT AND RESERVING to the Landlord and the Landlord's tenants and licensees
the rights specified in Schedule 3 in so far as the exercise of the same does not
materially and adversely affect the Tenant's lawful use of the Premises;
for a term of [TEN YEARS] commencing on the Term Commencement Date;
subject to the matters contained or referred to in the deeds and documents (if any)
specified in Schedule 4;
yielding and paying to the Landlord:
2.5.1
FIRST from the Term Commencement Date and throughout the Term the
Annual Rent without any deduction in every year and proportionately for
any period of less than a year such Annual Rent being payable by equal
quarterly payments in advance on the Quarter Days;
SECOND by way of additional rent the amounts payable by the Tenant
from time to time under this Lease in respect of Insurance Rent and the
Service Charge in accordance with clause 3.7.2 and such additional rent to
be payable at the times and the manner herein specified and to be
recoverable by and subject to all the remedies of the Landlord for the
recovery of rent save in the case of a bona fide dispute between the
parties; and
3.1
3.2
3.3
3.4
3.5
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2.5.3 THIRD by way of additional rent and subject to receipt by the Tenant of a
VAT invoice in the Tenant's name any VAT which may be or become
chargeable in respect of any rent or other sums payable hereunder
whether as a consequence of the Landlord electing to waive the exemption
from VAT on such rent or otherwise such VAT to be recoverable in the
same manner as rent and additional rent.
TENANT'S COVENANTS
The Tenant COVENANTS with the Landlord during the Term as follows:
To Pay Rent
To pay the rents reserved by this Lease on the days and in the manner specified in
this Lease without any deduction, set-off or counter-claim
To Pay Rates
To pay (or indemnify the Landlord against) all existing and future rates, taxes,
duties, charges, assessments, impositions and outgoings whatsoever (whether
imposed by statute or otherwise and whether of a national or local character, save
those of a capital nature) payable in respect of the whole or any part of the Premises
or by the owner or occupier of the same, but excluding any payable by the Landlord
occasioned by the receipt of rents or by any disposition of or dealing with this Lease
or ownership of any interest reversionary to the interest created by it.
To Pay Gas Electricity and Water Charges
To pay all charges for gas, electricity, water, telecommunications and other supplies
consumed on the Premises.
To Pay VAT
3.4.1 Subject always to the provisions of clause 4.5 (Landlord's VAT Covenant),
upon production of a valid VAT invoice to pay any VAT chargeable on the
rents;
3.4.2 To pay to the Landlord any VAT chargeable in respect of any other taxable
supplies made by the Landlord to the Tenant in connection with this
Lease, the consideration for which is to be treated as exclusive of VAT
chargeable on those supplies.
3.4.3 Where the Landlord is entitled under this Lease to recover from the
Tenant the costs of any supplies provided to the Landlord by a third party
(but in respect of which the Landlord makes no taxable supply to the
Tenant), to indemnify the Landlord against so much of the VAT input tax
‘on the costs for which the Landlord is not entitled to a credit from Her
Majesty's Revenue and Customs.
To Pay Interest
Ift
3.5.1 the Annual Rent reserved by this Lease are not paid within 10 Working
Days of the due date (whether legally demanded or not); or
35,2 any other monies payable to the Landlord under this Lease are not be paid
within 10 Working Days of written demand,
to pay interest on those rents or other monies that are so unpaid at the Prescribed
Rate (in the case of rents) from the date when the same became due and (in the
case of other monies) from 10 Working Days of written demand, until the date of
payment to the Landlord (whether after or before any judgment).
3.6 To Pay Fees
3.6.1 To pay to the Landlord within 10 Working Days of written demand all
) reasonable costs, charges and expenses reasonably and properly incurred
by the Landlord in connection with:
) 3.6.1.1 any application or request or proposed application or request
made by the Tenant for a consent or licence required or made
necessary by the provisions of this Lease whether or not the
same shall be proceeded with by the Tenant unless the same is
unlawfully or unreasonably withheld or delayed or offered
subject to some unlawful or unreasonable condition;
3.6.1.2 the lawful and proper preparation and service of a notice under
Section 146 of the Law of Property Act 1925 or any lawful and
proper proceedings under Sections 146 or 147 of that Act
whether or not in any such case forfeiture is avoided otherwise
than by relief granted by the court;
3.6.1.3 any lawful and proper steps taken in connection with the
preparation, negotiation and service of a schedule of
dilapidations during or within six months after the expiration or
sooner termination of the Term but only in relation to any
dilapidations occurring during the Term
a? To Pay a Service Charge
3.7.1 To pay to the Landlord within 20 Working Days of written demand the
Tenant's Proportion of the cost reasonably and properly incurred by the
Landlord in relation to all costs payable by the Landlord for the
maintenance, repair, lighting, cleaning and renewal of all Service Systems,
structures and other items not within the Site but used or capable of being
used by the Premises in common with other land; and
te ® I To pay the Service Charge in accordance with the terms of Schedule 8
PROVIDED THAT the Tenant shall not at any time be obliged to contribute to any
) costs:
I (a) {of putting any part of the Building in any better state of repair as
I is evidenced by the Building Schedule of Condition (save where it is
considered by the Landlord acting reasonably that the most
I effective form of repair is to replace such part of the Building that is
I ) beyond economic repair);] [NB. In the event that the parties
1 agree (acting reasonably) that major items in disrepair are
to be excluded then the Tenant shall not have the right to
force the Landlord to carryout repairs to those items
excluded. The Landlord shall be entitled to repair those
items excluded at its discretion.][This provision is to be
considered on a property by property basis following
analysis of the building condition survey, any major
structural repair to the fabric and plant to be considered]
(b) in relation to carrying out the Separation Works or Redevelopment
(each as defined in Schedule 5);
} (c) any remedial work required as a result of any damage caused by
the Separation Works or Redevelopment including but not limited to
where such work is required as a result of inherent defects in
materials used or in defective or poor workmanship or design in the
Separation Works, or Redevelopment; and/or
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at
3.8
3.9
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(d) of any work necessitated as a result of any contamination (not
caused by the Tenant) or other hazardous materials discovered in,
on or under the [Building/Site]; and/or
(e) in respect of the heating system and associated plant.]
To Repair
To maintain the Premises in good and substantial repair and condition excepting any
damage by an Insured Risk (save where the insurance monies are irrecoverable in
consequence of any act, default or neglect of the Tenant) or Uninsured Damage
PROVIDED that the Tenant shall not be responsible for remediating any
environmental contamination present at the Premises at the date of this Lease [and
PROVIDED FURTHER that the Tenant shall not be obliged by this or any other
provision of this Lease:
3.8.1 to put the Premises in any better state of repair and condition than that
evidenced by the Schedule of Condition [save where the most effective repair
is to replace any relevant item which are beyond economic repair the Tenant
shall be entitled to replace the relevant item but shall not be obliged to do so
as such replacement shall be at the Tenant's sole discretion.]; and/or
3.8.2 to undertake any works of repair where the Landlord is obliged to do so
under the terms of this Lease.]
To Decorate
In every fifth year and also in the last year of the Term (however terminated) to
paint, decorate or treat in a proper and workmanlike manner all parts of the
Premises which ought to be so painted, decorated or treated and in the last year of
the Term (however terminated) to obtain the prior written approval of the Landlord
to the colours and materials of such decoration (such approval not to be
unreasonably withheld or delayed) PROVIDED that the Tenant shall not be obliged by
this or any other provision of this Lease to decorate the Premises more than once in
any 18 month period [and shall not be obliged to decorate [specify parts of the
premises] in any event and further PROVIDED FURTHER that the Tenant shall not be
obliged by this or any other provision of this Lease:
3.9.1 to put the Premises in any better state of decoration than that evidenced
by the Schedule of Condition; and/or
3.9.2 to undertake any re-decoration where the Landlord is obliged to do so
under the terms of this Lease.
To Yield Up
3.10.1 To yield up the Premises with the fixtures, fittings and additions to the
Premises (except tenant's or trade fixtures or fittings which have been
lawfully removed) at the expiration or sooner termination of the Term
decorated and repaired in accordance with the tenant's covenants in this
Lease and to make good to the Landlord's reasonable satisfaction any
physical damage caused to the Premises by the removal of any tenant's or
trade fixtures or fittings PROVIDED THAT the Tenant shall remove the
counters, safe, alarm systems (if any) at the Premises and any internal
walls or partitions within the Premises and any other Tenant's signage
fixtures or fittings.
3.10.2 To yield up the Premises with vacant possession and in accordance with
the tenant's covenants in this Lease.
3.10.3 If any alteration or addition shall have been made to the Premises during
the Term and unless and save to the extent that the Landlord requests the
Tenant in writing not to do so not less than 6 months prior to termination
of this Lease, to remove the same on such yielding up together with all
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3.11
3.12
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3.10.4
signs, writing, painting, moulding or other illustration of the name or
business of the Tenant and any permitted occupier, and to reinstate the
Premises [to no worse state and condition than at the commencement of
the Term as evidenced by the Schedule of Condition][in accordance with
the tenant’s covenants in this Lease}, making good any damage caused to
the Premises to the Landlord's reasonable satisfaction.
Upon such yielding up, to deliver to the Landlord the original Health and
Safety File relating to the Premises duly maintained in accordance with the
CDM Regulations and containing proper reference to such works of
removal and reinstatement as specified in this clause 3.10 together with
any other documentation relating to the Premises required by or showing
compliance with health and safety Legislation and all keys clearly labelled
of the Premises.
Signs and Advertisements
3.11.4
3.11.2
Not to exhibit any sign, notice or advertisement at the Premises which
shall be visible from outside the Premises except signs on the exterior of
the Premises bearing the name of the Tenant (and any permitted
occupier), which signs shall be of such design, specification and position
as shall be first approved in writing by the Landlord, which approval shall
not be unreasonably withheld or delayed PROVIDED that:
3.11.1.1 the Original Tenant shall be entitled to display any signs,
advertisements or logos (including for the avoidance of doubt
those which shall be visible from outside the Premises) of the
Original Tenant, any RM Group Company and any Agent and/or
any other signs which are otherwise consistent with the
Permitted Use without any requirement to obtain Landlord's
consent; and
3.11.1.2 any Tenant (other than the Original Tenant) shall with the prior
consent of the Landlord (which shall not be unreasonably
withheld or delayed) be entitled to display any signs,
advertisements or logos of the Original Tenant and any Agent
and/or any other signs which are otherwise consistent with the
then Permitted Use; and
3,11.1.3 any Tenant (other than the Original Tenant) may display signs,
advertisements or notices within the Premises (but not on the
exterior of the Premises) visible from the outside of the
Premises without the Landlord’s consent provided that such
signs are of such design and specification and made of such
materials as shall ensure uniformity of signs throughout the
Building are in accordance with the corporate identity of the
Tenant indicating the name and/or trade name and/or logo
and/or the types of goods sold or services offered from the
Premises.
The Origjnal Tenant shall be permitted to display any signs,
advertisements or logos on the Building which are at the date of this
Lease displayed thereon PROVIDED THAT should the Building be
redeveloped so that such signs can no longer be displayed on the Building,
the Original Tenant may relocate such signs onto the Premises or the
exterior structure bounding the Premises without consent of the Landlord.
Alterations
3.12.1
Not to make any structural alterations or additions to the Premises
without the Landlord's prior consent (such consent not to be unreasonably
withheld or delayed) provided always that no Landlord's consent shall be
required for:
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13
3.14
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3.12.1.1 the installation or removal of security alarms;
3.12.1.2 the installation or removal of ATM machines, post boxes, stamp
vending machines, telecommunications equipment and kiosks
in the exterior walls surrounding the Premises;
3.12.1.3 the installation or removal of safes which are affixed to the
Premises (including any necessary structural work ancillary
thereto).
3.12,2 Notwithstanding any other provision of this Lease, the Tenant shall be
entitled to make any non structural alterations to the Premises (including
fit out works and their removal, the mounting and demounting of internal
walls, partitions, counters and the installation and removal of any service
media, communications equipment, transmitters, satellites, aerials and
computer equipment) and to make any alterations to ensure that the
Premises comply with requirements of statute (including the Equality Act
2010) without requiring the Landlord's consent PROVIDED that following
the completion of any such works the Tenant shall promptly supply to the
Landlord a plan or specification confirming the works undertaken and
PROVIDED FURTHER that the Tenant shall make good any damage caused
to the Premises to the reasonable satisfaction of the Landlord where any
removal is not accompanied by any replacement of the item in question.
3.12.3 In carrying out any alterations or additions to the Premises:-
3.12.3.1 to take reasonable steps to control the levels noise, dust and
vibration caused by such works
3,12.3.2 to carry out the works in a good and workmanlike manner;
3.12.3.3 to carry out the works with good quality materials of their
several kinds; and
3.12.3.4 to ensure that the work does not adversely affect the energy
efficiency, environmental performance or _ sustainability
characteristics of the Building including the BREEAM rating of
the Building or the EPC Level
3.42.3.5 if they necessitate the provision of a new EPC, the Tenant shall
obtain at its own cost a new EPC and related recommendation
report for the Premises and shall provide to the Landlord a
copy of such EPC and report
Construction (Design and Management) Regulations 2007
In respect of any works carried out by or on behalf of the Tenant or any undertenant
or other occupier of the Premises (including all works of reinstatement, which may be
carried out after the end of the Term) to which the CDM Regulations apply, to comply
in all respects with the CDM Regulations and to procure that any person involved In
carrying out such works complies with the CDM Regulations and to act as the only
client in respect of those works.
To Permit Landlord to Enter
(Subject always to the Entry Conditions) to permit the Landlord and the Landlord's
servants agents and all other persons authorised by the Landlord with or without
workmen and others at all reasonable times to enter the Premises for the purpose of:
3.14.1 examining its state of repair and condition and of taking a schedule of the
landlord's fixtures and fittings in the Premises;
3.14.2 ascertaining whether the Tenant's covenants in this Lease have been
observed and performed;
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3.14.3 estimating the current value of the Premises for insurance purposes;
and the Landlord may serve upon the Tenant notice in writing specifying any repairs
necessary to be done in order to comply with the Tenant's obligations under this
Lease and if the Tenant shall fail to commence to comply with such notice within a
reasonable period (which for these purposes shall be no less than 2 months (save in
the case of an emergency)) from the date of such notice, it shall be lawful for the
Landlord (but without prejudice to the right of re-entry contained in this Lease) to
enter the Premises and execute such repairs in accordance with the covenants and
provisions of this Lease, and the cost of such repairs (including the reasonable and
proper fees of surveyors, architects, engineers and other consultants employed or
retained by the Landlord) shall be repaid by the Tenant which cost shall be paid as a
debt due by the Tenant to the Landlord within 10 Working Days of written demand.
Defects Notices
3.15.1 To give notice to the Landlord as soon as practicable after becoming aware of
the same of any want of repair or defect in the Premises by reason of which
the Landlord might incur liability by statute or otherwise to any other person,
and to display any notices which the Landlord may reasonably require for the
purposes of avoiding or defraying any such liability.
3,15.2 As soon as reasonable practicable following receipt by the Tenant of:
3.1524, any notice of a proposal for alteration of the Valuation List
under the Local Government Finance Act 1988 in respect of the
Premises; or
3.15.2.2 any notice of the imposition or proposed imposition of any new,
substituted, increased, altered rate, tax, duty, charge,
assessment or outgoing whatsoever in respect of the whole or
any part of the Premises; or
3.15.2.3 any other notice, order or proposal affecting the Premises or
any interest in the Premises in any manner whatsoever;
to send a copy to the Landlord and, to the extent it relates to the Premises to
take all reasonable steps to comply with such notice, proposal, order or
communication and if so requested by the Landlord (at the expense of the
Landlord) to make or join with the Landlord in making such objections,
representations or appeal in respect of such notice, proposal, order or
communication as the Landlord may require provided always that such
objection, representation or appeal does not conflict with the commercial
interests of the Tenant.
To Comply with Statutory Requirements etc.
3.16.1 To execute all such works and do all such things as under or by virtue of any
Legislation are or shall be directed or necessary to be executed or done upon
or in respect of the Premises or in respect of its user by its owner, tenant or
occupier.
3.16.2 Not to do or omit or suffer to be done or omitted on or about the Premises
any act or thing the doing or omission of which may under any Legislation
cause the Landlord to incur or have imposed or become liable to pay any
penalty, damages, compensation, costs, charges, expenses or other
impositions whatsoever or which may reduce the EPC Level.
3.16.3 To comply with all requirements of the competent fire authority and the
insurers of the Premises in relation to fire precautions affecting the Premises
and to supply and equip and keep the Premises supplied and equipped with
such fire alarm, smoke detection and smoke ventilation systems and such
fire fighting appliances as are necessary to so comply and to keep all such
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3.16.4
3.16.5
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alarm, systems and appliances unobstructed and open to inspection and
properly maintained.
Immediately on production of the same to supply to the Landlord any records
in relation to the Premises made for the purposes of complying with the
Regulatory Reform (Fire Safety) Order 2005 including any records of findings
following a fire risk assessment of the Premises
The Tenant shall supply promptly to the Landlord a copy of any EPC obtained
by the Tenant or any undertenant in respect of the Premises.
Planning Acts
3.17.1
3.17.2
3.17.3
To comply in all respects with the provisions and requirements of the
Planning Acts.
Unless the Landlord otherwise directs in writing, the Tenant shall carry out
before the expiration or sooner termination of the Term any works stipulated
to be carried out to the Premises by a date subsequent to such expiration or
sooner termination as a condition of any planning permission which may be
granted to and implemented by the Tenant during the Term.
Not to serve any purchase notice under the Planning Acts in relation to the
Premises.
Prohibited Alienation
3.18.1
3.18.2
3.18.3
3.18.4
3.18.5
3.18.6
Not to share or part with possession or occupation of the whole or any part of
the Premises nor grant to any third parties any rights over the Premises
except as may be expressly permitted by this Lease.
Not to assign or charge part only of the Premises.
Not to underlet any part or parts of the Premises, other than (subject to the
provisions of clause 3.19) a Permitted Part.
Not to permit any undertenant of the Premises or any Permitted Part to sub-
underlet the whole or any part or assign part only of the premises underlet.
[Not to grant any underlease of the Premises or any Permitted Part if such
grant would cause or permit the number of separate occupations of the
Premises at any time or from time to time to exceed [three] where the
Tenant remains in occupation of any part of the Premises, or [two] where the
Tenant does not so remain in occupation.]
Not to hold on trust for another the whole or any part of the Premises or any
interest of the Tenant in the Premises under this Lease.
Permitted Alienation
3.19.1
3.19.2
3.19.3
Not to assign the whole of the Premises without the prior written consent of
the Landlord, which consent shall not be unreasonably withheld or delayed.
Without prejudice to the generality of clause 3.19.1 and any other matter or
circumstances which may render reasonable the Landlord withholding its
licence or consent to an assignment of the Premises, or any other condition
subject to which it may be reasonable to grant such licence or consent, the
Landlord may withhold its licence or consent to an assignment in any of the
circumstances set out in clause 3.19.3 or such licence or consent may be
granted subject to any of the conditions set out in clause 3.19.4 (which
circumstances and conditions are specified for the purposes of section 19(1A)
of the Landlord and Tenant Act 1927).
The circumstances referred to above are where:
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Save where the Original Tenant is the assignor, in the
reasonable opinion of the Landlord the proposed assignee
(together with any surety) is not of sufficient financial standing
to enable it to comply with the Tenant's covenants in this
Lease;
any rents which have been demanded in writing under this
Lease by the Tenant remain unpaid;
any proposed assignee enjoys diplomatic or state immunity or
exemption from liability for the tenant's covenants in this
Lease;
3.19.4 The conditions referred to above are that prior to completion of the proposed
assignment:
3.19.4.1
3,19.4.2
where reasonably required by the Landlord, the Tenant enters
into an authorised guarantee agreement (as defined in Section
16 of the 1995 Act) in such form as the Landlord shall
reasonably require;
where reasonably required by the Landlord given the covenant
strength of the assignee and any guarantor under an
authorised guarantee agreement:
3.19.4.2.1 a guarantor reasonably acceptable to the
Landlord for the proposed assignee shall first
(jointly and severally if more than one) covenant
with the Landlord in the terms contained in
Schedule 6 (as if references in that Schedule to
the Tenant were references to the proposed
assignee) or otherwise in such terms as the
Landlord shall reasonably require and/or
3.19.4.2.2 the proposed assignee provides a deposit
equivalent to not less than six months' Annual
Rent plus Value Added Tax on that amount on
terms which the Landlord reasonably requires
3.19.5 Save as permitted by clause 3.19.7 and subject thereto, not to underlet the
whole of the Premises or any Permitted Part nor permit any undertenant of
the whole of the Premises or any Permitted Part to assign such underlease
without the prior written consent of the Landlord, which consent shall not be
unreasonably withheld or delayed and not to so underlet or permit such
assignment unless in relation to the whole of the Premises or the Permitted
Part as the circumstances require:
3.19.5.1
the proposed undertenant or assignee has first covenanted
directly with the Landlord (jointly and severally if more than
one):
3.19.5.1.1 to pay the rents reserved by the underlease and
to observe and perform the tenant's covenants
and the conditions contained in the underlease;
3,19.5,1.2 to observe and perform the tenant's covenants
and the conditions contained in this Lease (other
than the payment of rents) so far as the same
are applicable to the premises underlet;
3,19.5.1.3 mot to grant any sub-underlease out of the
underlease nor to assign part only of the
premises underlet;
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3.19.5.1.4 not to assign the underlease without the prior
written consent of the Landlord, which consent
shall not be unreasonably withheld delayed;
3,19.5.2 I any guarantor reasonably required by the Landlord for the
proposed undertenant or assignee shall first have covenanted
with the Landlord (jointly and severally, if more than one) as
guarantor and as principal covenantor in such form as the
Landlord shall reasonably require that the undertenant or
assignee (as the case may be) shall perform and observe the
covenants by the undertenant and the conditions contained in
the underlease and the covenants given by the undertenant or
assignee (as the case may be) pursuant to clause 3.19.5.1;
3.19.5.3. any proposed underlease is granted:
3.19.5.3.1 in the same form as this Lease, any changes to
be first notified in writing to the Landlord for the
Landlord's written approval (the Landlord acting
reasonably);
3.19.5.3.2 without any fine or premium being payable by
the Tenant or the undertenant and at a rent
equal to the then full open market rental value of
the premises underlet (such rent being payable in
advance on the days on which the rent firstly
reserved is payable under this Lease) and
contains provisions for the review of the rent
thereby reserved on the basis and on the dates
on which the rent is to be reviewed under this
Lease; and
3.19.5.4 the proposed underlease of a Permitted Part contains
provisions approved by the Landlord (acting reasonably) for the
repair and decoration by the undertenant of such Permitted
Part and/or for the payment by the undertenant of a fair and
proper proportion of the cost of repairing and decorating any
part of the Premises thereafter used in common by and/or
being of common benefit to the Permitted Part and the
remainder of the Premises; and
3.19.5.5 before the proposed underlease or underlease of a Permitted
Part is completed, or, if earlier, before the undertenant
becomes contractually bound to take the underlease, the
underlease is validly excluded from the operation of sections 24
to 28 (inclusive) of the Landlord and Tenant Act 1954, in
accordance with the provisions of section 38A of that Act and
the relevant Schedules of the Regulatory Reform (Business
Tenancies) (England and Wales) Order 2003 and the Tenant
produces to the Landlord adequate evidence of such valid
exclusion.
3.19.6 Save where the Original Tenant or an RM Group Company has sub-let the
Premises to an Agent in accordance with clause 3.19.8, not to accept any
sum or payment in kind by way of commutation of the rent payable under
any underlease of the Premises or any Permitted Part and not to waive or
vary any of the provisions of such underlease without the consent of the
Landlord (such consent not to be unreasonably withheld or delayed) and to
enforce (by proceedings, arbitration or otherwise as may be appropriate) the
covenants on the part of the undertenant and the provisions for review of
rent contained in such underlease, and not to agree any review of rent
pursuant to those provisions without the prior written approval of the
Landlord, which approval shall not be unreasonably withheld or delayed.
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3.19.7 Providing that the provisions of clause 3.19.5.5 are complied with, no
consent of the Landlord shall be required in respect of any underletting of
whole or of a Permitted Part of the Premises from time to time to:
3.19.7.1 the Original Tenant or an RM Group Company; or
3.19.7.2 any Agent.
3.19.8 Nothing in this Lease shall prevent the Tenant from parting with possession
or sharing occupation of the whole or any part of the Premises with any
Group Company, Agent, or licensee of the Tenant or prevent the Tenant from
granting concessionaire or licence agreements to any other retailers
permitting such retailers to trade from a part or parts of the Premises
Provided that this shall be on the following terms:
3.19.8.1 such occupation, sharing or concessionaire or licence
agreements shall be granted on terms that they automatically
determine in the event of determination of this Lease; and
3.19.8.2 no relationship of landlord and tenant shall be created.
3.19.9 Where the Tenant is the Original Tenant or an RM Group Company (or any
statutory successor to the business of the Original Tenant or any part of its
business) it may without the Landlord's consent share or allow occupation of
the whole or part of the Premises by:
3.19.9.1 any part or business or operating division of Royal Mail Group
ple;
3.19.9.2 any other company person organisation or undertaking which
carries on all, or any part of the provision of postal services
and services for or connected with the distribution or
communication by whatever means of all description of goods,
information or other things or is responsible for running a
network of post offices.
Provided that no relationship of landlord and tenant is created by the
arrangement.
Registration
Within one month after any transfer, assignment, charge or underlease or other
devolution of this Lease to give notice to the Landlord together with a certified copy
of the relevant document, a reasonable registration fee (being not less than £30)
and, in the case of an underlease in respect of which the provisions of sections 24 to
28 (inclusive) of the Landlord and Tenant Act 1954 have been excluded, a certified
copy of both the notice served by the landlord pursuant to section 38A of that Act
and of the tenant’s declaration or statutory declaration in response pursuant to that
section.
Sale or Re-letting Notices
To permit the Landlord and the Landlord's agents to enter the Premises and to affix
upon any suitable part (but not so as materially to obstruct or interfere with the
access of light and air to and/or physical access to and egress from and/or the user
of the Premises) notice-boards or bills for selling the same and during the last six
months of the Term (however terminated) for re-letting the same, save that no re-
letting notice shall be affixed upon the Premises where the Tenant has notified the
Landlord that it wishes to renew this Lease.
Permitted Use
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Not to use the Premises otherwise than for the Permitted Use or for such other uses
as the Landlord may from time to time approve (such approval not to be
unreasonably withheld or delayed).
Nuisance
3.23.1 Not to do any act or thing which shall cause a nuisance to the prejudice of
the Landlord.
3.23.2 Not to use the Premises for any illegal or immoral purpose and not to hold
any sale by auction or political meeting or public show upon the Premises or
use the same for any dangerous trade or manufacture.
Refuse and Deleterious Materials
3.24.1 Not to discharge into any drains or sewers serving the Premises any oil,
grease or deleterious materials or any waste or matter which is prohibited by
law or which may cause a nuisance or any damage, obstruction or
destruction of those drains or sewers and to make good or remedy any
damage, obstruction or destruction so caused to the reasonable satisfaction
of the Landlord.
3.24.2 To store all refuse and rubbish from the Premises within such collection
facilities as the Landlord may from time to time acting reasonably specify or
provide at the [Building]/[Site].
3.24.3 Not to keep any material or liquid of a dangerous, corrosive, toxic,
contaminative, combustible, explosive, radioactive, volatile, unstable or
offensive nature upon the Premises save as may be used in the usual course
of the Tenant's business provided that the same are stored safely.
Environmental Liability
3.25.1 In this clause the following definitions shall apply:
3.25.11 Dangerous Substances means any substance (whether in the
form of a solid, liquid, gas or vapour or any combination of
them) the generation, keeping, transportation, storage,
treatment, use or disposal of which gives rise to a risk of
causing harm to humans or to any other living organism, or
causing damage to the Environment and includes any
controlled, special, hazardous, toxic, radioactive or dangerous
waste;
3.25.1.2 Environment means the environment as defined in section
1(2) of the Environmental Protection Act 1990;
2.25.13 Environmental Law means any legal rule, regulation or
obligation, whether or not having effect as at today, and
whether or not having retrospective effect, concerning the
protection of human health or the Environment or Dangerous
Substances.
3.25.2 Subject to clause 3.25.3 below:
3.25.2.1 the Tenant shall comply with all applicable Environmental Laws
relating to its use of and its carrying out of any operations at
the Premises; and
3.25.2.2 the Tenant shall not cause any contamination or pollution at,
on, in or under the Premises which results in proceedings under
Environmental Law being brought against the Landlord.
3.25.3 The Tenant shall have no liability:
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3.25.31 in relation to contamination or pollution present at, on, in or
under the Premises prior to the date of this Lease;
3.25.3.2 under any Environmental Law in relation to the use of, or the
carrying out of operations at the Premises prior to the date of
this Lease; or
3.25.3.3 in relation to the migration of Dangerous Substances from
adjoining property (including for the avoidance of doubt [the
Building or the Site]) to the Premises whether or not such
migration takes place before or after the date of this Lease; or
3.25.3.4 in relation to the migration of Dangerous Substances from the
Premises where such migration takes place before the date of
this Lease
Loss of Easements
Not knowingly to obstruct or suffer to be obstructed any of the windows or light or
any other privilege, right or easement belonging to the Premises, nor to permit any
new window, light, passage, drain or other encroachment or easement to be made
into, against, upon or over the whole or any part of the Premises and in case any
encroachment or easement whatsoever shall be attempted to be made or acquired
by any person or persons whomsoever, to give notice in writing to the Landlord as
soon as practicable once the same shall come to the notice of the Tenant and to do
all such things as may be reasonable and proper for preventing any new
encroachment or easement being made or acquired.
To Observe Covenants
To observe and perform (by way of indemnity only and to the extent that they are
capable of being enforced) the covenants, stipulations and provisions affecting the
Premises contained in the deeds and documents, brief particulars of which are
specified in Schedule 4.?
Regulations
(Subject to the Tenant's reasonable requirements in relation to security and/or
health and safety) to observe and perform such reasonable rules and regulations
from time to time made by the Landlord in accordance with the principles of good
estate management and notified in writing to the Tenant, for the orderly and
convenient management of the Building PROVIDED that such regulations do not
interfere with the use and occupation of the Premises
[Not to Cause Breach of Superior Lease
Not knowingly to do, omit, suffer or permit in relation to the Premises any act or
thing which would cause the Landlord to be in breach of the Superior Lease or which
if done, omitted, suffered or permitted by the Landlord would constitute a breach of
the tenant's covenants or the conditions contained in the Superior Lease.]
[Vehicle Parking
3.30.1 Not to use the car parking spaces allocated by the Landlord to the Tenant
from time to time in accordance with Schedule 2 otherwise than for the
parking of motor cars [or small vans].
3.30.2 Not to park vehicles on or allow or permit vehicles to be parked on or in any
way obstruct the roads referred to in Schedule 2.]
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LANDLORD'S COVENANTS
The Landlord COVENANTS with the Tenant as follows:
Quiet Enjoyment
That the Tenant shall paying rents reserved by this Lease and observing and
performing the Tenant's covenants and conditions contained in this Lease peaceably
hold and enjoy the Premises throughout the Term without any interruption by the
Landlord or any person rightfully claiming under or in trust for the Landlord or by
title paramount.
Repair
At all times during the Term to maintain in good and substantial repair and
condition:
4.2.1 The roofs, roof lights, pavement lights, foundations, structure and exterior
walls of the Building in good and substantial repair and condition and the
exterior parts of the Building usually decorated in good decorative order;
4.2.2. The Common Parts in good and substantial repair and clean and free of
obstruction; and those parts usually decorated in good decorative order;
4.2.3. The Service Systems in good and substantial repair and in full working order,
and the Landlord shall carry out such work in an efficient and cost effective manner
and in accordance with the principles of good estate management
Use of Site
4.3.1 [Not to carry on or allow to be carried on in any other part of the Retained
Premises during the Term any use in direct or indirect competition with the
Tenant's use of the Premises as a post office with or without the sale and/or
provision of any good or services of any description which are generally sold
or provided at post offices at any time (including the sale of lottery tickets
and broadband internet services and the provision of currency exchange).]
4.3.2 Not to do any act or thing at or on the Retained Premises which shall cause a
legal nuisance to the prejudice of the Tenant or breach the Tenant's right of
quiet enjoyment.
4.3.3. Not to use the Retained Premises for any illegal or immoral purpose and not
to hold any sale by auction or political meeting or public show upon the
Retained Premises or use the same for any dangerous trade or manufacture.
4.3.4 During the Specified Hours not to play any loud music which can be heard
outside the Retained Premises.
4.3.5 Not to demolish the floor(s) of the Building situated directly above the
Premises.
4.3.6 Where the Landlord undertakes any works or alteration to the Building or
Site likely to materially adversely affect the security of the Premises, the
operation of a post office at the Premises) or access to and egress from the
Premises, (save where acceptable alternative access and egress routes are
designated) the Landlord shall do so in accordance with the General Works
provisions at Part 3 of Schedule 5 (which shall apply as if the works
undertaken pursuant to this clause 4.3.6 were Redevelopment).
Separation Works and Redevelopment
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4.7
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To observe and perform the obligations set out in Schedule 5.
VAT Covenant
4.5.1 Not to do anything and to procure that nothing is done (and in particular that
the election to waive exemption from VAT for the purposes of paragraph 2 of
Schedule 10 to the Valued Added Tax Act 1994 ("VATA"), or any
corresponding provision or re-enactment of it whether before or after the
date of this Lease, in respect of all or any part of the Premises, is not
exercised) which might cause VAT to become payable on or in respect of the
whole or any part of the rent or rents or any other monies payable by the
Tenant to the Landlord.
4.5.2 For the avoidance of doubt the Landlord shall not be in breach of the
covenant in clause 4.5.1 to the extent that a relevant associate (as defined in
Paragraph 3(7) of Schedule 10 to VATA) has made and notified a valid
election to waive exemption from VAT for the purposes of paragraph 2 of
Schedule 10 to VAT, on or before today]
Entry Conditions
The Landlord covenants with the Tenant (as a pre-condition to the exercise of any
right of entry granted to the Landlord under the terms of this Lease) not to enter nor
to permit anyone under its control to enter the Premises without procuring that the
person so entering:
4.6.1 observes any specific precondition to their entry set out in this Lease;
4.6.2 observes any reasonable requirements of the Tenant or other lawful occupier
(and for so long as the Original Tenant or an RM Group Company is the
Tenant under this Lease, if it states that any requirement is as a result of
concerns it has with regard to security, health and safety, or operational
efficiency, that will be for the purposes of this Lease a reasonable
requirement);
4.6.3 causes as little inconvenience as it reasonably practicable and causes no
physical damage in the exercise of the right and if it does cause
inconvenience or physical damage, remedies the same immediately;
4.6.4 agrees with the Tenant the location, method of working and any other
material matters relating to the preparation for and execution of the works to
be carried out pursuant to the right of entry, such approval by the Tenant not
to be unreasonably withheld;
4.6.5 remains upon the Premises for no longer than is necessary;
4.6.6 where practicable only exercises the right outside of the Specified Hours;
4.6.7 exercises such right at its own expense and cost;
4.6.8 shall not do so before at least 5 Working Days' prior notice has been served
on the Tenant (except in the case of emergency).
[Historic Contamination
The Landlord shall at its own cost remedy any contamination or pollution present at,
on, in or under the Premises and/or Building and any migration of dangerous
substances from adjoining property during the Term where remediation action is
required by a relevant authority and shall indemnify the Tenant against all
Proceedings, expenses, claims and demands in respect of any contravention of any
environmental law at the Premises so long as any such contravention is not directly
caused by the Tenant.
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During the Term to pay the rent reserved by any Superior Lease and to perform or
procure the performance of the tenant's covenants contained in any Superior Lease
so far as the Tenant is not liable for such performance by virtue of the covenants
contained in this Lease.
INSURANCE
Landlord's Covenants
The Landlord covenants with the Tenant:
5.1.1
To Insure
To keep insured or cause to be insured at all times throughout the Term
against loss or damage by the Insured Risks with an insurance office of good
repute:
S414
5.1.1.2
5.1.1.3
the Building [and Common Parts] (but not the tenant's or trade
fixtures and fittings) to the full value of the cost of rebuilding
the same from time to time (to include the cost of demolition
and site and debris clearance and the cost of obtaining
planning consents plus architects', quantity surveyors’,
engineers’ and other professional person's fees and incidental
expenses in connection with such demolition, rebuilding and
planning and VAT payable on any of such costs, fees and
expenses) having due regard both to the time at which such
loss or damage may be sustained and to any possible delay in
the commencement and execution of such rebuilding;
a sum representing rent (where appropriate taking account of
any anticipated reviews) first reserved by this Lease for a
period of three years; and
third party and public liability at the Building [and Common
Parts] for such sum as the Landlord may from time to time
consider prudent.
PROVIDED THAT nothing in this clause 5.1.1 shall prevent the Landlord
whilst it is an RM Group Company from self-insuring.
To Reinstate
In the event of damage to or destruction of the Building [or Common Part]
by any of the Insured Risks then subject to:
5.1.2.1
5.1.2.2
5.1.2.3
the necessary labour and materials being and remaining
available which the Landlord shall use all reasonable
endeavours to obtain;
the policy of insurance effected by the Landlord not having
been vitiated or (unless the Tenant has complied with clause
5.2.3.2) payment of the policy monies not having been refused
in whole or in part by reason of any act, default or neglect of
the Tenant; and
the Landlord being able to obtain all necessary consents, which
it shall use all reasonable endeavours to obtain but the
Landlord shall not be obliged to institute any appeal unless
reputable Counsel advises the Landlord that there is a strong
prospect of such appeal being successful;
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to diligently apply or procure the application of the insurance proceeds
covering the rebuilding and reinstatement costs of the Building [and Common
Part] (but excluding those proceeds relating to loss of rent) for the purposes
of rebuilding and reinstating the Building [and Common Part] (but for the
avoidance of doubt not including tenant's or trade fixtures and fittings),
making good any deficiency in the proceeds (except for any deficiency
caused in whole or in part by any act, default or neglect of the Tenant) out of
its own resources;
PROVIDED THAT in the event of substantial damage to or destruction of the
Building [and/or Common Parts] by an Insured Risk such rebuilding or
reinstatement of the Premises shall be either in the form in which they were
immediately before the damage or destruction or in that form with such
modifications as:
Si.2.4 may be required by any competent authority as a condition of
the grant of any consent;
5.125 the Landlord may reasonably make to the design or
specification of the Premises to reflect then current building
practice; or
5.1.2.6 the Landlord may otherwise reasonably require;
but so that the Building as rebuilt and reinstated shall provide
accommodation for the Tenant not materially less convenient and
commodious than that existing immediately before the damage or
destruction.
To Produce Evidence of Insurance
To produce to the Tenant details of the terms of the insurance policy and
evidence of payment of the current premium at least once a year and
additionally at the reasonable written request of the Tenant.
Insurance
5.1.4.1 To use all reasonable endeavours to ensure that the terms and
rates of premiums payable to effect insurance are reasonable
having regard to the general terms offered in the market by
reputable insurers with established operations in the UK and
will use all reasonable endeavours to ensure (subject to the
same being available in the UK insurance market) that every
insurance policy effected by the Landlord under this Lease
contains a non invalidation clause to the effect that the policy
shall not be avoided by an act or omission or by any alteration
whereby the risk of damage or destruction is increased
unknown to or beyond the control of the Landlord and a clause
to the effect that the Landlord's insurer agrees to waive any
rights of subrogation against the Tenant
5.1.4.2 To use all reasonable endeavours to procure that the insurer
notes the interest of the Tenant on the policy
Tenant's Covenants
The Tenant covenants with the Landlord:
5.2.1
Pay Costs of Insurance
To repay to the Landlord within 20 Working Days of written demand the
Tenant's Proportion of the amount or amounts from time to time paid by the
Landlord for the insurance of the Building [and Common Parts] in accordance
with clause 5.1.1 and the whole of any amounts from time to time paid by
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the Landlord relating to the loss of rent insurance referred to in clause 5.1.1
including any insurance valuation fees incurred (in respect of a desktop
valuation) not more often than once in any calendar year and incurred (in
respect of a full valuation) not more often than once in any period of three
years
Pay Excess
In the event of the Landlord undertaking any works of reinstatement under
clause 5.1.2, to pay to the Landlord within 10 Working Days of written
demand the Tenant's Proportion of the amount of any excess to be borne by
the Landlord pursuant to the policy of insurance.
Insurers' Requirements
5.2.3.1 To comply with all requirements of the Landlord's insurers in
respect of the Premises and the Building [and Common Parts]
of which the Tenant shall have received prior written notice and
not to do or permit to be done in or upon the whole or any part
of the Premises or the Building [or Common Parts] anything
which may increase the premium for any policy for the
insurance of the Building or which shall invalidate or preclude
the renewal of any such policy of insurance or which may be
materially prejudicial to any claim which may fall to be made
under such policy.
5.2.3.2, If any damage to or destruction of the Premises or the Building
{or Common Parts] shall occur due to any of the Insured Risks
and any insurance money under any insurance effected under
the terms of this Lease shall be irrecoverable by reason solely
or partly of any act, default or neglect of the Tenant, then the
Tenant shall pay to the Landlord within 10 Working Days of
written demand the whole or (as the case may be) the
irrecoverable part of the cost (including any costs of demolition
and site and debris clearance and of obtaining planning
consents and of architects', quantity surveyors’, engineers’ and
other professional person's fees and incidental expenses and
VAT payable on any such costs, fees and expenses) of making
good such damage or destruction and any other irrecoverable
insurance money.
Notice to Landlord of Damage
Forthwith upon becoming aware of the same to give notice to the Landlord of
any damage to or destruction of the Premises by any of the Insured Risks.
Not to take out Insurance
Not to take out any insurance of the Premises against the Insured Risks in its
own name (other than for the avoidance of doubt in respect of any tenant's
or trade fixtures and fittings), and if the Tenant has the benefit of any such
insurance the Tenant shall hold all money receivable under that insurance
upon trust for the Landlord.
Suspension of Rent
If at any time or times during the Term the whole or any part of the Premises or any
other part of the Building [and Common Parts] which the Landlord is obliged to
insure under this Lease shall be destroyed or so damaged by any of the Insured
Risks or any essential services are no longer provided to the Premises so as to make
the Premises unfit for occupation or use or inaccessible and (unless the Tenant has
complied with clause 5.2.3.2) payment of the policy monies shall not have been
refused in whole or in part by reason of any act, default or neglect of the Tenant, the
rent first reserved by this Lease (and any monies due under clause 3.7) or such part
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5.5
5.6
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as is commensurate with the part of the Premises so rendered unfit for occupation or
use or inaccessible, shall cease to be payable from the date of destruction or damage
until the date when the Premises (for the avoidance of doubt excluding tenant's or
trade fixtures and fittings) have been rendered fit for occupation and use and access
has been restored and any dispute relating to this clause 5.3 shall be referred to the
award of a single arbitrator to be appointed in default of agreement on the
application of either party by the President or any Vice-President for the time being
of the Royal Institution of Chartered Surveyors in accordance with the Arbitration Act
1996.
Termination
5.4.1 If reinstatement of the Premises and essential services [and Common Parts]
pursuant to clause 5,1.2 shall not have been completed so as to render the
Premises fit for occupation and use and accessible on the date immediately
following the expiration of the period of loss of rent insurance to be effected
by the Landlord under clause 5.1.1, then either the Landlord or the Tenant
may at any time thereafter (but not after the Premises have been rendered
fit for occupation and use and accessible) terminate this Lease by giving
written notice to the other.
5.4.2 If the Premises or the Building [and Common Parts] shall suffer damage
howsoever caused of such a substantial nature as in the Landlord's
reasonable opinion to render the reinstatement of the Premises pursuant to
clause 5,1.2 impracticable within the period of loss of rent insurance effected
under clause 5.1.1, then the Landlord may within 12 months of the date of
such damage terminate this Lease by giving written notice to the Tenant.
5.4.3 Any such termination under clause 5.4.1 or 5.4.2 shall be without prejudice
to any claim by either party in respect of any antecedent breach of covenant
and upon such termination or any termination of this Lease by the operation
of the doctrine of frustration, any insurance monies shall belong to the
Landlord absolutely.
Insurance in the Landlord's Office
If the Landlord for the time being is an insurance company of good repute or a
member of a group of companies which includes an insurance company of good
repute it shall be entitled to effect or maintain in its own office or in the office of any
insurance company within such group any insurance it is required to effect pursuant
to this Lease and the premiums charged by the Landlord or such other company shall
for the purpose of any covenant by the Tenant to pay or contribute towards the cost
of such insurance be deemed to have been paid by the Landlord on the first day of
the period of insurance to which the relevant premium relates.
Uninsured Damage
5.6.1 If there is Uninsured Damage:
5.6.1.1 Clauses 3.8 (To Repair) and 5.3 (Suspension of Rent) shall
apply as if that damage to or destruction of the Premises or
Building [and Common Parts] had been by an Insured Risk;
and
5.6.1.2 the Landlord may by service of a notice ("Election Notice")
on the Tenant elect to rebuild or reinstate the Premises.
5.6.2 If the Landlord serves an Election Notice, the Landlord shall reinstate the
Uninsured Damage in accordance with clause 5.1.2 (To Reinstate);
5.6.3 If the Landlord does not serve an Election Notice within 9 months following
the date on which the Uninsured Damage occurs, then either the Landlord or
the Tenant may at any time thereafter (unless in the meantime the Landlord
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serves an Election Notice) immediately terminate this Lease and clause 5.4.3
shall apply.
PROVISOS
PROVIDED IT IS AGREED as follows:
For Re-entry
If and whenever:
6.1.1
6.1.2
6.1.4
the whole or any part of the rents reserved by this Lease shall be in arrear or
unpaid for 21 days after becoming payable (whether formally demanded or
not); or
there shall be any breach, non-performance or non-observance of any of the
tenant's covenants, conditions or agreements contained in this Lease; or
in relation to the Tenant or a guarantor which is a company or a partnership
(including a limited partnership and a limited liability partnership) or if more
than one company and/or partnership then any one of them :
6.1.3.1 a winding-up order is made, or a winding-up resolution passed;
or
6.1.3.2 liquidation is entered into whether compulsory or voluntary
(other than a solvent members’ voluntary liquidation for the
purposes of reconstruction or amalgamation not involving a
realisation of assets); or
6.1.3.3 a meeting convened for the purposes of its winding-up; or
6.1.3.4 an administration order is made or an administrator is
otherwise appointed or a petition is presented or an application
is made or any other step is taken for such order or
appointment; or
6.1.3.5 a receiver (including an administrative receiver) is appointed
(including any such appointment over any assets of the Tenant
or the guarantor); or
6.1.3.6 a voluntary arrangement is proposed to which the Landlord has
not consented; or
6.1.3.7 the company or partnership shall otherwise cease for any other
reason to be or to remain liable under its covenants contained
in or arising from this Lease or cease for any reason to exist;
or
6.1.3.8 the company or partnership shall be unable to pay its debts; or
6.1.3.9 any event shall occur in whatever jurisdiction which is
analogous to any of the events mentioned in clause 6.1.3; or
in relation to the Tenant or a guarantor who is an individual or if more than
one individual then any one of them:
6.1.4.1 a voluntary arrangement is proposed; or
6.1.4.2 he is adjudged bankrupt; or
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6.2
6.3
6.4
6.5
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6.1.4.3 a receiver is appointed (including any such appointment over
any assets of the Tenant or the guarantor); or
6.1.4.4 the individual shall be unable to pay his debts; or
6.1.4.5 any event shall occur in whatever jurisdiction which is
analogous to any of the events mentioned in clause 6.1.4; or
6.1.5 the Tenant or a guarantor (or if more than one company or individual or
partnership then any one of them) shall enter into any arrangement or
composition with any creditors of that party or any proposal shall be made to
that effect or any analogous event shall occur in whatever jurisdiction; or
6.1.6 the Tenant shall suffer any distress or execution to be levied on the goods of
the Tenant;
THEN and in any such case it shall be lawful for the Landlord (or its authorised
agent) at any time thereafter to re-enter the whole or any part of the Premises in the
name of the whole and to peaceably hold and enjoy the same as if this Lease had not
been granted and thereupon the Term shall absolutely determine but without
prejudice to any right of action of the Landlord in respect of any antecedent breach
by the Tenant of any of the obligations and conditions on the part of the Tenant
contained in this Lease.
Original Tenant’s goods
The Landlord shall be prohibited from and have no right under this Lease or
otherwise to remove, dispose, sell or distrain for rent against any goods or items
within the Premises belonging to the Original Tenant or third party which it is
unlawful to do so.
Easements
The Tenant shall not by virtue of this Lease be deemed to have acquired or be
entitled to, nor shall it during the Term acquire or become entitled to by any means
whatever in respect of the Premises any easement from or over or affecting any
other land or premises now or at any time hereafter belonging to the Landlord and
not granted by this Lease.
Compensation
Subject to the provisions of Section 38(2) of the Landlord and Tenant Act 1954,
neither the Tenant nor any undertenant shall be entitled on quitting the Premises (or
any part) to any compensation under Section 37 of such Act.
Notices
Any notice to be served or given under this Lease shall be in writing and shall be
sufficiently served or given:
6.5.1 on or to the Tenant or any guarantor if delivered to or sent by recorded or
special delivery or registered post to the Tenant or such guarantor at the
Premises or to its usual principal place of business in the United Kingdom or
(if a company) to its registered office which at the date of such delivery or
sending is registered with the Registrar of Companies or (if an individual) to
his usual place of abode in the United Kingdom and if sent by recorded or
special delivery or registered post, such service shall be deemed to be made
on the Working Day following the date of posting PROVIDED THAT whilst Post
Office Limited is the Tenant service shall be effective if delivered to or sent
by recorded or special delivery or registered post to its registered office
address which at the date of such delivery or sending is registered with
Registrar of Companies; or
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6.6
6.7
6.8
6.9
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6.5.2 on or to the Landlord if delivered to or sent by recorded or special delivery or
registered post to the Landlord at its registered office which at the date of
such delivery or sending is registered with the Registrar of Companies or to
such other address for service as the Landlord shall from time to time notify
in writing to the Tenant under this Lease and if sent by recorded or special
delivery or registered post, such service shall be deemed to be made on the
Working Day following the date of posting.
No Warranty by Landlord
The Landlord gives no warranty, express or implied, that the use of the Premises or
any part for any specific purpose is authorised under the Planning Acts or otherwise
or that the Premises or any part are suitable for the purpose of the Tenant or for any
purpose.
Telephone Boxes
To the extent that within the Premises or the Retained Premises there remain any
Telephone Boxes as a result of the various reorganisations of the predecessor
companies to the Original Tenant:
6.7.1 the Landlord shall have no rights in relation to them and the Tenant:
6.7.1.1 may, but shall not be obliged to, remove them; and
6.7.1.2 shall not be obliged to maintain them at all;
6.7.2 but the Tenant shall be entitled to remove them (making good any physical
damage caused) and once removed and made good, to the extent that such
Telephone Box is located outside the Premises, it shall become part of the
Site.
Telecoms Agreements
6.8.1 The Landlord holds the Building subject to any rights any occupier might
have under any Telecoms Agreement whether express or implied and the
Tenant confirms that the Tenant takes the demise of the Premises subject to
the terms of any Telecoms Agreement which affects the Premises or the
rights granted to the Premises.
6.8.2 If any Telecoms Agreement whether express or implied contains the right for
the Landlord or the Tenant to serve a notice to terminate such arrangement
the Landlord confirms that:
6.8.2.1 the Tenant (and not the Landlord) may decide in its absolute
discretion whether or not to terminate such arrangement and
the Landlord shall act, or not act, as directed by the Tenant;
6.8.2.2 the Tenant (or anyone it reasonably decides) shall be entitled
to keep any income received under the Telecoms Agreement.
Jurisdiction
6.9.1 The validity, construction and performance of this Lease (and any claim,
dispute or matter arising under or in connection with it or its enforceability)
shall be governed by and construed in accordance with the law of England
and Wales.
6.9.2 Each party to this Lease irrevocably agrees to submit to the exclusive
jurisdiction of the courts of England and Wales over any claim, dispute or
matter arising under or in connection with this Lease or its enforceability or
the legal relationships established by this Lease.
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9.1
9.2
10
10.1
10.2
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6.9.3 Each such party irrevocably waives any objection which it may have now or
hereafter to proceedings being brought in the courts of England and Wales
and any claim that proceedings have been brought in an inconvenient forum.
Each such party further irrevocably agrees that a judgement in any
proceedings brought in the courts of England and Wales will be conclusive
and binding upon each such party and may be enforced in the courts of any
other jurisdiction.
Co-operation
The Landlord and Tenant agree in good faith, but without legal obligation to agree
and implement any memorandum of understanding with the aim of reducing energy
and water use within the Building and the Premises and reducing and recycling waste
OBLIGATIONS IN SCHEDULES TO THIS LEASE
The Landlord and the Tenant mutually covenant to observe and perform their
respective obligations and the conditions in the Schedules to this Lease.
1995 ACT
It is agreed and declared that the tenancy hereby created is a new tenancy for the
purposes of the 1995 Act.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
Unless otherwise expressly stated, nothing in this Lease shall create or confer any
rights or other benefits pursuant to the Contracts (Rights of Third Parties) Act 1999
in favour of any person other than the parties to this Lease.
[The parties hereby agree that Royal Mail Group Limited and the Original Tenant
shall continue to have the benefit of clauses[ ]and[ ] notwithstanding [Royal
Mail Group Limited and/or] the Original Tenant shall have parted with their
respective interests in the Lease,]
TENANT'S BREAK
The Tenant may terminate this Lease on ( [insert date >
(the Termination Date) by giving to the Landlord not less than 6 months prior
written notice of such termination expiring on the Termination Date and if such
notice is given and if the Tenant shall up to and including the Termination Date have
paid the Annual Rent and any VAT due thereon then on the Termination Date this
Lease shall absolutely terminate and be of no further effect, but such termination
shall be without prejudice to the rights of either party in respect of any antecedent
claim or breach of covenant or condition under this Lease.
If this lease terminates in accordance with clause 10,1 then, within 14 days after the
Termination Date, the Landlord shall refund to the Tenant the proportion of the
Annual Rent, and any VAT paid in respect of it, for the period from and excluding the
Termination Date up to and excluding the next quarter date, calculated on a daily
basis.
DELIVERED as a deed on the date of this Lease.
3 Date 5 years from the term commencement date
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1.2
1.3
1.4
15
1.6
1.7
1.8
1.9
1.10
1.11
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SCHEDULE 1
The Premises
ALL THOSE premises [comprising the [ ] floor[s] of the Building and]
shown edged red on plan numbered 1 attached to this Lease.
The Premises include:
the internal plaster and decorative finishes to:
L112 all walls which separate the Premises from other parts of the Building;
1.1.2 all external walls of the Building enclosing the Premises; and
1.1.3 the structural columns, supports and frame of the Building within the
Premises;
any decorative finishes to any Service Systems situated within the Premises;
any pipes, wires, cables, drains, sewers, mains, watercourses, trunking, ducting and
other media and any boilers and ventilation or air conditioning system and any other
mechanical or electrical plant, equipment or machinery, for the provision of hot and
cold water, gas, electricity, telecommunications, heating, air ventilation and other
services and the disposal of water and sewage, which now are or shall during the
Term be both situated within and exclusively serve the Premises;
[any concrete screed or other surface finish to the floors of the Premises] [any
raised floor surfaces of the Premises and the floor cavities beneath the same];
all sanitary apparatus and fittings exclusively serving the Premises;
[the suspended ceilings of the Premises and their means of attachment];
the entrance doors to the Premises, their door frames and all glass in those doors;
the shopfront (if any) including the front entrance door and porch to the Premise;*
the signage on the exterior of the Premises at ground floor level;
the disabled ramp entrance to the Premises (if any); and
all landlord's fixtures and fittings.
The Premises exclude:
the structure of:
2.4.1 the external and other structural and load bearing walls of the Building;
2.1.2 the walls separating the Premises from other parts of the Building; and
2.1.3 all structural columns, supports and frame of the Building situated within
the Premises;
4 Consider extent of shop front on a property by property basis.
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2.2
2.3
2.4
25
2.6
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all Service Systems now or from time to time during the Term situated within the
Premises other than their decorative finishes;
the structure of each of the floors to the Premises beneath [any concrete screed or
other surface finish on those floors] [the raised floor cavities];
the structure of any floor immediately above any ceiling to the Premises;
all roofs (including roof lights) of the Building and all airspace within and above the
same; and
all window frames and glass in the external walls of the Building.
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SCHEDULE 2
Rights Granted
The following rights (for the benefit of the Tenant and those deriving title through or
otherwise authorised by the Tenant, its licensees and invitees) and to the extent that the
Landlord is able to grant them):
BE
8.1
8.2
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The right to the free and uninterrupted passage of water, sewerage, gas, electricity,
telecommunications and all other services and supplies through the Service Systems
now or from time to time during the Term laid or constructed in, on, over, under or
passing through the Site.
The right to enter upon any parts of the Site upon not less than 7 days prior written
notice to the Landlord (except in emergency when no advance notice shall be
required) for the purpose of inspecting, repairing, maintaining, cleansing, altering,
testing, renewing, replacing and making connections to all Service Systems in under
or over the Building or the Site at any time during the Term for the use and
enjoyment of the Premises and to carry out any works of maintenance or repair to
the Premises, the persons exercising such rights making good all damage caused to
the Site.
The right of support and protection for the Premises from the Retained Premises.
The right to connect into and use any existing or replacement fire alarm system
installed in any part of the Building for the benefit of the Premises and the Retained
Premises and provided that the Landlord shall be responsible for ensuring that such
fire alarm system is at all times adequate for the Building and in full working order.
The right to install, repair, maintain and renew signs on the front exterior of the
Building in the location of the signs existing at the date of this Lease and/or in such
other locations as shall be approved by the Landlord (such approval not to be
unreasonably withheld or delayed and (as appropriate) the entrance to the Premises
Provided always that at any time that the principal use of the Premises is a post
office, the Landlord shall not object to installation, repair, maintenance and renewal
of the Royal Mail Group Limited and Post Office Limited company logos, branding and
signage, nor to the display of posters and other promotional or informative materials
arising from such post office use or uses ancillary a post office.
The right at all times to site [2] commercial wheeled bins in such parts of the
[Retained Premises/Site] as shall be designated by the Landlord from time to time
(acting reasonably) ("the Bin Store"),
The right to load/unload delivery vehicles from such part of the Site as shall be
designated by the Landlord from time to time acting reasonably given the Tenant's
reasonable security requirements.
The right to:
use, repair, maintain, install, renew and to make collections from and receive and
collect deliveries to and from up to [2] post boxes; and
use, repair, maintain, install, renew, restock and operate up to [2] automatic telling
machines and up to [2] stamp vending machines.
situated in the front exterior walls surrounding the Building from time to time and to
allow all persons authorised by the Tenant (whether expressly or by implication and
including members of the public) and for the avoidance of doubt Royal Mail Group
Limited (and any RM Group Company) or any successor to its statutory function at
any time to enter upon such parts of the remainder of the Building as may be
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11
12
13
14
15
16
17
18
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necessary to use, repair, maintain, install, renew, restock and operate the post
boxes, the automatic telling machines and the stamp vending machines from time to
time in the front exterior of the Building PROVIDED THAT the Tenant makes good
any damage to the Retained Premises caused in the exercise of such rights.
The right to keep, renew and alter and the right to connect to, remove, repair,
maintain and use: (a) Telecoms Equipment (including a satellite dish and/or aerial on
the roof of the Building) together with all necessary cabling and related apparatus in
connection with the Tenant's business; (b) a swipe card entry system or other
security entrance system at the entrances to the Premises; and (c) air conditioning
system for the Premises including (without limitation) air conditioning chilling units
and related apparatus on the roof of the Building (or such other suitable parts of the
Building as may be approved by the Landlord, acting reasonably).
In the event the Landlord shall at any time fail to observe and perform its obligations
under Schedule 5 and shall fail to remedy such breach within 10 Working Days of
receipt of a written notice from the Original Tenant specifying such breach, the right
to enter the Retained Premises to complete all outstanding works and to remove any
scaffolding on the Building, the costs reasonably so incurred by the Tenant in
exercising such rights to be payable by the Landlord to the Tenant within 10 Working
Days of demand
Such rights of entry and access as may be required over the Retained Premises in
order to remedy any default by the Landlord in carrying out its obligations under
clause 4.2 (Repair of Retained Premises).
The right of access to the Retained Premises upon reasonable prior notice with or
without workmen at all reasonable times and with all necessary appliances in order
to exercise the rights granted in this Schedule subject to the Tenant making good all
damage caused by such entry to the reasonable satisfaction of the Landlord.
[The right to enter onto the Retained Premises and [the Service Areas]° at all
reasonable times and after giving reasonable prior notice (except in the case of an
emergency) for the purpose of reading any meters or accessing and using any fire
alarm or security control panels situated on the Retained Premises which relate to
the Premises.]
[The right of emergency escape via any existing fire escape route or such alternative
routes as shall be designated by the Landlord (acting reasonably) and which shall be
acceptable to the relevant fire authorities.]
[The right to pass and repass (subject to compliance with such directions as to traffic
as the Landlord may from time to time specify) over the service road or roads shown
for identification purposes only [coloured ] on plan [ ] attached to this Lease (or
such other road or roads designated by the Landlord from time to time) for the
purpose of access to and egress from the car parking spaces referred to in paragraph
[5] below.]
[The right of access to and egress from the Premises for the Tenant, its agents,
servants, visitors and licensees through and by the Common Parts [and the lifts of
the Building];]
[The right to use the toilets shown for identification purposes only [coloured 1
on plan [ ] attached to this Lease;]
[The right to park not more than [ ] private motor cars in such car parking
spaces as may be allocated to the Tenant by the Landlord from time to time provided
those cars are in roadworthy condition ("the Parking Spaces").]
5 To be considered on a property by property basis
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19
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[The right of vehicular access at all times to and from the Parking Spaces and
pedestrian access to the Bin Store and the public highway and a pedestrian right of
access at all times between the Parking Spaces and Bin Store and the Premises over
such routes as the Landlord may from time to time designate (acting reasonably)
over the Retained Premises.]
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21
2.2
2.3
6.1
6.2
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SCHEDULE 3
Rights Reserved
The right to the free and uninterrupted passage of water, sewerage, gas, electricity,
telecommunications and all other services and supplies through the Service Systems
now or from time to time during the Term laid or constructed in, on, over, under or
passing through the Premises.
Subject to the Entry Conditions, the right to enter the Premises with or without
workmen at all reasonable times and with all necessary appliances for the purpose
of:
inspecting, repairing, maintaining, cleansing, altering, testing, renewing and
replacing any Service Systems; and
executing repairs or alterations to or maintenance or renewal of or any other works
to any part of the Retained Premises to the extent that such works cannot be
conveniently carried out from the Retained Premises; and
inspecting, repairing, maintaining, cleansing, altering, testing, renewing and
replacing any stamp vending machines and post boxes.
Subject to the Entry Conditions, the right to enter the Premises for any purpose for
which the Tenant covenants in this Lease to permit the Landlord or the Landlord
otherwise has a right in this Lease to enter.
Subject to any rights granted by this Lease to the Tenant and the covenants by the
Landlord in this Lease, the right at any time without obtaining any consent from the
Tenant and without paying any compensation to the Tenant, to raise to any height,
extend to, add to in width or depth or otherwise alter the Building (apart from the
Premises) or any existing or new building on any premises not included in this Lease
Provided always that access to and the business of the Tenant, its sub-tenants and
other occupiers of the Premises and/or the access of light or air to the Premises is
not thereby materially adversely affected.
The right of support and protection for the Retained Premises from the Premises.
Subject to the Entry Conditions, the Landlord and its servants or agents or
contractors shall be entitled at all reasonable times and on reasonable prior notice to
the Tenant (except in an emergency) to enter and remain on the Premises for:
the purpose of taking reasonable steps to review or measure the Tenant's energy
and water use and its waste production or waste management, except where up-to-
date information in this respect has already been provided to the Landlord by the
Tenant;
carrying out works which are agreed by the Tenant (acting reasonably) and are
aimed at more effective management of, or reducing, energy or water use or waste
production, and for setting up and managing recycling schemes (provided that such
works cause as little disruption as reasonably possible and, when complete, do not
adversely affect the Tenant's beneficial use and occupation of the Premises and that
any physical damage caused by such works is made good);
37
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SCHEDULE 4
Matters affecting title
[To be completed as appropriate]
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SCHEDULE 5
Separation Works and Redevelopment
In this Schedule (and where used elsewhere in this Lease):
11
1.2
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"Redevelopment" means any redevelopment of the Retained Premises to be
undertaken by the Landlord in accordance with a planning permission if required
obtained for that purpose and to include in any event refurbishment of the Retained
Premises and works to put the structure of the Building into good repair or other
alterations;
"Date of Practical Completion of the Redevelopment" means the date on which
the Redevelopment has been practically completed in accordance with this Lease as
certified by the Landlord's Certifying Professional;
"Landlord's Certifying Professional" means such reputable independent firm of
chartered architects or building surveyors as may be proposed by the Landlord and
approved by the Tenant (acting reasonably);
"Separation Works" means the work to separate the Premises from the Retained
Premises as more particularly described in the Separation Works Specification;
“Separation Works Specification" means the drawings and specification detailing
the Separation Works attached at Annexure [2].
Part 1
Separation Works
In relation to the Separation Works, the Landlord shall:
Carry out the Separation Works in accordance with:
1.1.1. the Separation Works Specification;
1.1.2 the General Works obligations at Part 3 of this Schedule.
fully complete the Separation Works either:
1.2.1 prior to the commencement of the Redevelopment; or
1.2.2 as soon as reasonably practicable following any disposal of the Landlord’s
reversionary interest in the Site/Building where Royal Mail Group Limited
does not take a leaseback of the Premises but does take a leaseback of the
Retained Premises/Site but in any event no later than the expiration of the
term of the Royal Mail Group Limited leaseback of the Retained Premises/the
Site; or
1.2.3 as soon as reasonably practicable after Royal Mail Group Limited vacates the
Retained Premises; or
1.2.4 prior to Royal Mail Group Limited disposing of the reversionary interest in the
Site/the Retained Premises where no leaseback has been taken by Royal Mail
Group Limited of the Site/the Retained Premises.
39
a)
1.4
1.5
3.1
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whichever is the earlier, provided that the Landlord can carry out the Separation
Works at any time prior to vacating the Retained Premises but in any event whilst
the Landlord has the right of access to the Building whether pursuant to this Lease or
any subsequent licence.
Both parties shall be obliged to enter into the Licence for Separation Works in a form
to be agreed between the parties acting reasonably and Royal Mail Group Limited
shall be obliged where necessary to ensure that consent of its successor in title to
the reversionary interest in this Lease is obtained.
Allow any clerk of works or other agent or consultant appointed by the Tenant full
access to the Retained Premises and Site at all times on reasonable notice (except in
emergency) in order to:
1.3.1 monitor and supervise the carrying out of the Separation Works;
1.3.2 report to and liaise with the Tenant and to ensure that the Tenant's interests
are fully protected; and
1.3.3. ensure that the provisions of this Schedule are complied with.
Give not less than [620] Working Days' Notice of the intended commencement date
of the Separation Works and not less than 5 Working Days’ Notice of the expected
date that the Separation Works will be completed.
Allow the Tenant to inspect the Retained Premises to ascertain that the Separation
Works have been fully completed in accordance with the provisions of this Lease.
1.5.1 In the event that the Tenant confirms it accepts the Separation Works have
been completed correctly then it shall provide written confirmation to this
effect.
1.5.2 The Landlord shall procure that all defects in the Separation Works properly
identified by the Tenant at any such inspection are as soon as reasonably
possible remedied and the process for determining whether the Separation
Works are indeed complete shall be repeated as often as shall be necessary
until the Separation Works are properly completed.
In the event the Royal Mail Group Limited has not completed the Separation Works
within[ Jmonths of it having vacated’, Royal Mail Group Limited agrees that Post
Office Limited shall be entitled to carry out the Separation Works or such outstanding
part of the Separation Works and Royal Mail Group Limited shall reimburse Post
Office Limited for all proper costs thereof within 20 Working Days of written demand
along with interest at the Prescribed Rate from the date of demand in the event of
non-payment,
Should the Post Office Limited wish to vacate the Premises prior to completion of the
Separation Works, Post Office Limited shall give Royal Mail Group Limited not less
than 3 months notice of the proposed vacation and Royal Mail Group Limited shall
within 1 month of receipt of such notice notify Post Office Limited in writing whether
it proposes to either:
Accept an unconditional surrender save in respect of any antecedent breach of this
Lease at nil premium; or
® To be considered on a case by case basis.
7 Date to be agreed on a case by case basis.
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40
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3.2 Undertake the Separation Works as soon as reasonably practicable after Landlord’s
notice under paragraph 3 (in which case the provisions of paragraph 2 above apply.)®
4 Any effect on the rental value of the Premises arising in connection with the
Separation Works will be disregarded on any rent review under this Lease.
5 The Tenant shall be under no obligation to remove the Separation Works and
reinstate the Premises at the end of the term of the Lease.
Part 2
Redevelopment
1 In relation to any Redevelopment, the Landlord shall
11 Not be obliged to carry out the Redevelopment but if it does carry out the
Redevelopment it shall do so in accordance with:
1.1.1 the provisions of Part 2 of this Schedule; and
1.1.2 the General Works obligations at Part 3 of this Schedule.
1.2 Where, in the opinion of the Tenant acting reasonably, the Redevelopment directly
affects the Tenant's use of the Premises, carry out the Redevelopment in accordance
with plans and specifications and a method statement previously approved by the
Tenant (such consent not to be unreasonably withheld), such method statement to
include details of security protection, the provision and location of scaffolding, the
protection of the Tenant's signage proposed timescales and access and health and
safety provisions.
1.3 Procure that the Landlord's Certifying Professional shall give to the Tenant not less
than 5 Working Days notice of its proposal to inspect the Site to determine whether
the Date of Practical Completion of the Redevelopment has occurred,
2 The Landlord and the Tenant shall each be entitled to attend the Landlord's Certifying
Professional's inspection of the Site in order to discuss fully its proposals to issue the
certificate and in determining whether or not the Date of Practical Completion of the
Redevelopment has occurred the Landlord's Certifying Professional shall have regard
to but shall not be bound by the representations made by either party provided that
the decision of the Landlord's Certifying Professional shall be final and binding on the
parties.
3 Following the certification of the Date of Practical Completion of the Redevelopment
by the Landlord's Certifying Professional:
3.1 the Landlord shall forthwith deliver a copy of the certificate of practical completion to
the Tenant;
3.2 the Landlord shall allow the Tenant and its agents the right to inspect all the Site and
to take photographic records and a survey of the state and condition of the Site at
that date.
4 If the Landlord's Certifying Professional does not certify the Date of Practical
Completion of the Redevelopment has occurred in accordance with clause 3.14.1 the
procedure shall be repeated as often as shall be necessary until it is so certified but
the Tenant shall only be given 2 Working Days notice of future proposals to inspect
8 In any underletting to Agent incl. obligation for Agent to take surrender/supplemental at no
costs. As per POL rights.
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Lid,
1.2
1.3
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Part 3
General Works Obligations
In relation to any Redevelopment and the Separation Works, the Landlord shall:
Ensure the Separation Works and/or Redevelopment are each carried out and
completed in a good and workmanlike manner in accordance with good building
practice and good and sound materials with due diligence and in accordance with all
planning permissions, building regulations and other necessary consents required for
the same and (where the Redevelopment directly effects the Tenant's use of the
Premises) to the reasonable satisfaction of the Tenant.
Carry out the Separation Works and/or the Redevelopment without causing any
avoidable damage to or (in the reasonable opinion of the Tenant) substantial
interference with the Tenant's use of the Premises.
In carrying out or procuring the carrying out of either the Separation Works and/or
the Redevelopment the Landlord shall:
1.3.1. Not do anything which prevent continuity of service from the Premises and
their use in accordance with the terms of this Lease during the Specified
Hours and where the Tenant's approval or consent is required to the
Redevelopment, the parties agree that the Tenant will not be acting
unreasonably in refusing consent if continuity of service would be materially
interrupted by the Redevelopment.
1.3.2 Ensure an appropriate cleaning regime is in place and adhered to and, in
particular, to remove any rubbish which accumulates around at the Site.
1.3.3 Not materially interrupt or restrict or allow the interruption or restriction of
the access vehicular or pedestrian to and from the Premises or the passage
of electricity gas water telephone sewerage and other services to and from
the Premises.
1.3.4 Not undertake any works to the Building which would obstruct or make or
leave the Premises unsecure or otherwise affect entrances to the Premises
and/or the security equipment of the Tenant and to comply with any
reasonable requirements for the maintenance of proper security at the
Premises which are notified to it in writing by the Tenant.
1.3.5 (Save in the case of emergency) where the erection of scaffolding is
necessary to comply with health and safety requirements to use reasonable
endeavours to avoid erecting any scaffolding to the frontage of the Building.
If, having used reasonable endeavours to avoid it, the Landlord has to erect
scaffolding it will use its reasonable endeavours to avoid erecting the same at
any time during the month of December in each year and provided always
that any scaffolding must be erected so as to avoid unduly obstructing the
entrances and exits to and the visibility of the Premises.
1.3.6 Ensure that an appropriate environment is maintained in which the Tenant
can run a post office including using all reasonable endeavours to minimise
noise, dust, vibration and access of the elements to the Premises.
1.3.7 Ensure that the Tenant's signage remains clearly visible at all times and (if
necessary) to allow the Tenant to display signage on any scaffolding erected
at the Building including directional signs and a sign confirming that the
Tenant is still open for business as usual.
1.3.8 Not use any machinery or tools in such a way as to constitute a breach of
any environmental or health and safety legislation and to take full account of
all reasonable requirements of the Tenant as regards security and health
and safety.
42
1.4
1.5
1.6
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Without prejudice to the generality of the foregoing:
1.4.1 not during the Specified Hours to undertake or allow any demolition of any
kind to be undertaken within 3 metres of the Building subject to any relevant
planning consent not prohibiting demolition during the remaining hours of
the day (the Landlord having used its reasonable endeavours to procure a
planning consent which does not contain such a prohibition) but in the event
that the planning permission does contain such a prohibition then the
Landlord shall provide a revised methodology for carrying out the work which
shall be designed so as to ensure as little nuisance, noise and other
interference with the use of the Premises is caused for the approval of the
Tenant (not to be unreasonably withheld or delayed) and the Landlord shall
ensure all such works are carried out in accordance with that methodology;
1.4.2 for the purpose of this paragraph "demolition" includes any demolition or
removal of any buildings or parts of buildings, any demolition or removal of
the safe and any demolition of any structural parts of the Retained Premises
including floors and walls but does not include removal of minor fixtures and
fittings such as doors or windows or routine maintenance or decorative
works,
Not less than 4 weeks prior to commencing the Separation Works and/or the
Redevelopment the Landlord shall provide full details to the Tenant of:
1.5.1 the Separation Works and the Redevelopment;
1.5.2 the Landlord's programme for each of the Separation Works and (where, in
the opinion of the Tenant acting reasonably, the Redevelopment directly
affects the Tenant's use of the Premises) the Redevelopment;
1.5.3. the method statement for each of the Separation Works and the
Redevelopment which shall include details of security protection, the
provision and location of scaffolding, the protection of the Tenant's signage,
timescales and access arrangement; and
1.5.4 the contractor's health and safety file for each of the Separation Works and
(where, in the opinion of the Tenant acting reasonably, the Redevelopment
directly affects the Tenant's use of the Premises) the Redevelopment;
AND to take full account of any reasonable representations made by the Tenant in
respect of the same insofar as such matters may materially affect the Premises and
to incorporate such reasonable requirements and provisions within the Separation
Works and the Redevelopment, and the programme of works for each and method
statement for each as the Tenant may reasonably require or which the Tenant may
require for security purposes (it being acknowledged that the security of the
Premises shall be paramount).
If any damage is caused to the Premises directly or indirectly as a consequence of
any works undertaken by or on behalf of the Landlord forthwith make good the same
at no cost to the Tenant.
43
11
1.2
1.3
1.4
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SCHEDULE 6
Covenants by Guarantor
That the Tenant shall pay the rents reserved by and other monies made payable by
this Lease on the days and in the manner specified in this Lease and shall duly
observe and perform all the covenants and conditions on the tenant's part contained
in this Lease.
That in case of default in such payment of rents or other monies or observance or
performance of any of those covenants and conditions during the Term the
Guarantor shall pay and make good to the Landlord on demand such default and
shall indemnify the Landlord on demand against all losses, damages, costs and
expenses thereby arising or incurred by the Landlord.
That the Tenant shall duly observe and perform all its obligations under any
authorised guarantee agreement entered into by the Tenant pursuant to this Lease
and that in case of default in such observance or performance of such obligations the
Guarantor shall pay and make good to the Landlord on demand such default and
shall indemnify the Landlord on demand against all losses, damages, costs and
expenses thereby arising or incurred by the Landlord.
The liability of the Guarantor under those covenants shall not be in any way affected
nor shall the Guarantor be released or exonerated by:
1.4.1 any neglect or forbearance of the Landlord in endeavouring to obtain
payment of the rents or other monies when the same become payable or
in enforcing the observance or performance of the tenant's covenants and
the conditions in this Lease or any time or indulgence which may be given
by the Landlord to the Tenant;
1.4.2 any variation, waiver, release or modification of any of the terms of this
Lease (but subject always to Section 18 of the 1995 Act), or the granting
of any consent under this Lease;
1.4.3. any refusal by the Landlord to accept rent tendered by or on behalf of the
Tenant at a time when the Landlord is or reasonably considers itself
entitled (or shall be after the service of a notice under Section 146 of the
Law of Property Act 1925) to re-enter the Premises;
1.4.4 the surrender of any part of or other change or modification of or to the
whole or any part of the Premises and in the event of a surrender of part
the Guarantor's liability under this Lease shall continue in respect of the
Part of the Premises not surrendered;
1.4.5 any release by the Landlord of the Tenant or of any one or more of the
persons (if more than one) acting as the Guarantor from any liability
under this Lease; and
1.4.6 any other act or thing by which but for this provision the Guarantor would
have been released.
That if this Lease is disclaimed or the Tenant otherwise ceases to be liable on its
covenants in this Lease or to exist ("Event"), the Landlord may within six months
after the Event by notice require the Guarantor to accept from the Landlord a new
lease of the Premises:
44
21
2.2
2.3
2.4
41
4.2
4.3
6.1
6.2
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for a term equivalent to the residue which would have remained of the Term if there
had been no Event;
at the same rents as are reserved in this Lease (including reviewed rents and so that
if any review under this Lease is current but undetermined at the date of the Event,
the rent first reserved by the new lease shall from the commencement of the new
lease be the reviewed rent which in respect of the periods before and after such
determination shall be payable on the terms contained in Schedule 7); and
subject to the like covenants and conditions as are contained in this Lease, the new
lease and rights and liabilities under it to take effect commencing on the date of the
Event; and
the Guarantor shall pay the Landlord's reasonable costs incurred by the Landlord in
connection with the new lease and the Guarantor shall accept the new lease
accordingly and shall execute and deliver to the Landlord a counterpart thereof.
That if the Landlord does not require the Guarantor to accept a new lease of the
Premises in accordance with paragraph 2, the Guarantor shall nevertheless pay to
the Landlord upon demand an amount equal to the rents and all other outgoings
including the cost of reletting that would have been payable under this Lease but for
the Event for the period commencing on the date of the Event and ending on
whichever is the earlier of the date nine months after the date of the Event and the
date on which the Premises are re-let by the Landlord and are fully income
producing.
That without prejudice to the Landlord's rights to recover the sums and enforce the
obligations under the guarantee and indemnity contained in and to the other
provisions of this Schedule, on the approval of any company voluntary arrangement
or individual voluntary arrangement in respect of the Tenant (or the implementation
of any compromise or scheme of arrangement or any analogous procedure to any of
the foregoing in any other jurisdiction) under which the Tenant's obligations to the
Landlord are compromised in any way, the Guarantor, as principal covenantor, shall:
pay to the Landlord amounts equal to the sums that would have been payable to the
Landlord by the Tenant or the Guarantor under this Lease on the days and in the
manner specified in this Lease had such compromise not occurred; and
observe and perform all the covenants and conditions on the Tenant's or Guarantor's
part in this Lease in respect of which there would have been an obligation to observe
and perform had such compromise not occurred;
and the Guarantor's liability under this paragraph 4 shall not be affected in any way
by the Landlord voting in favour of any such company voluntary arrangement or
individual voluntary arrangement.
That the Guarantor waives any right to participate in any review of rent under this
Lease and any rights the Guarantor may have of first requiring the Landlord to
proceed against or claim payment from the Tenant or any other person.
The Guarantor may not whilst there are any monies due from the Tenant to the
Landlord:
seek to recover from the Tenant, or any third party, whether directly or by way of
set-off, lien, counterclaim or otherwise, or accept any money or other property or
security, or exercise any rights in respect of, any sum which may be or become due
to the Guarantor on account of the failure to observe and perform the covenants in
this Lease;
in competition with the Landlord, claim, prove or accept any payment in a winding-
up, liquidation, bankruptcy, composition with creditors or other form of arrangement
on the Tenant's insolvency, for money owing to the Guarantor by the Tenant; nor
45
6.3
10
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exercise any right or remedy in respect of an amount paid by the Guarantor under
this Lease, or any liability incurred by the Guarantor in observing and performing its
covenants in this Lease.
The Guarantor warrants that it has not taken and undertakes with the Landlord that
it shall not take without the Landlord's consent any security from the Tenant in
respect of the provisions in this Schedule and if any security is nevertheless taken it
shall be held on trust for the Landlord as security for the liabilities of the Tenant.
Anything done, omitted or agreed by the Tenant is done, omitted or agreed with the
concurrence of the Guarantor.
The Guarantor provides the covenants in this Schedule as principal covenantor.
For the purposes of this Schedule, references to the Tenant are to the Tenant in
relation to whom the Guarantor's guarantee is given but not any lawful assignee of
such Tenant.
46
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SCHEDULE 7
Rent Review
For the purposes of this Schedule, the following expressions shall mean:
Review Period a period beginning on any Review Date and ending on the day
before the next Review Date or if none until the end of the Term.
Market Rent the clear yearly rent at which the Premises might reasonably be
expected to be let in the open market with vacant possession by a willing landlord to
a willing tenant without payment of any premium or other payment by or to the
willing tenant after the expiry of a rent free period or other allowance that the willing
tenant would require for the time required to be spent in fitting out the Premises;
Assuming that at the Review Date:
141
1.1.2
1.1.3
4.1.5
1.1.7
1.1.9
the term shall commence on the Review Date and that the rent is payable
from then;
the term shall be equal in duration to the residue of the Term unexpired at
the Review Date (but being not less than 10 years);
the lease shall contain the same terms as this Lease except for the term and
the rent firstly reserved by this Lease, but including the same provisions for
rent review as are contained in this Lease but effective from every fifth
anniversary of the Review Date;
the Premises may be lawfully occupied and used for any use permitted under
this Lease or by any deed varying this Lease or by any consent given
pursuant to this Lease;
the Premises are ready for immediate use and occupation for trading by the
willing tenant for any use permitted under this Lease and are fully fitted out
and equipped to meet the requirements of the willing tenant;
all the covenants and conditions in this Lease have been fully complied with,
save where the Landlord is in material and persistent breach of its
covenants;
if the Premises have been destroyed or damaged (or made unfit for use and
occupation), they have been fully reinstated and rendered fit for use and
occupation;
no work has been carried out on or to the Premises before or during the
Term which has diminished the rental value of the Premises;
there is not in operation any statute, order, instrument, regulation or
direction which has the effect of regulating or restricting the amount of rent
for the Premises which might otherwise be payable;
But disregarding:
1.1.10 any effect on rent of the fact that the Tenant has been in occupation of the
Premises;
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3.1
3.2
a3
3.4
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1.1.11 any goodwill attached to the Premises by reason of the carrying on at the
Premises of the business of the Tenant; and
1.1.12 any increase in rental value of the Premises attributable to the existence at
the Review Date of any alterations and/or improvement to the Premises
carried out by the Tenant with the prior written consent of the Landlord
where required, other than those:
1.1.12.1 made pursuant to an obligation to the Landlord or in the case
of an undertenant to its immediate reversioner; or
1,1.12.2 completed more than 21 years before the Review Date; or
1,1.12.3 for which the Landlord has made or is under an obligation to
make a financial contribution;
and in paragraphs 1.1.10-1.1.12 (inclusive), references to the "Tenant"
include predecessors in title to the Premises of the Tenant and any person
claiming title to the Premises through or under the Tenant or any of them.
Review Date the [ ] day of [ Jin the year 20[ ] and references
to Review Date in this Schedule shall be to that date or any postponed date in
accordance with paragraph 7) as is relevant in the circumstances;
Reviewed Rent the greater of:
(a) the yearly rent payable under this Lease immediately prior to the Review
Date (or if payment has been prevented, suspended or restricted, the rent
which would have been payable had there been no prevention, suspension or
restriction); and
(b) the Market Rent of the Premises at the Review Date.
The yearly rent payable under this Lease shall be reviewed on the Review Date and
with effect from and including the Review Date the Reviewed Rent (as agreed or
determined in accordance with this Schedule) shall become payable as the yearly
rent reserved by this Lease.
The Landlord and the Tenant (or their respective surveyors) may at any time consult
together and endeavour to reach agreement as to the amount of the Market Rent
If the Landlord and the Tenant (or their respective surveyors) shall fail so to consult
or to agree upon the Market Rent by the Review Date (or within such extended
period as the Landlord and the Tenant mutually agree in writing) the determination
of the Market Rent may at the instance of either party be referred to a duly qualified
independent surveyor ("Surveyor") to be appointed by agreement between the
Landlord and the Tenant and in default of such agreement to be appointed on the
application of either party by the President or any Vice-President for the time being
of the Royal Institution of Chartered Surveyors (who shall from time to time if
necessary appoint a successor or successors) to act as an arbitrator in accordance
with the Arbitration Act 1996,
The Surveyor appointed must be a chartered surveyor experienced in the letting
and/or valuation of properties of a similar type and in the same region as the
Premises,
If the Surveyor refuses to act, becomes incapable of acting or dies, the Landlord or
the Tenant may seek to agree or require the appointment of another surveyor in
48
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3.6
6.1
6.2
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accordance with paragraph 3 and references to "Surveyor" in paragraph 3 shall
include the replacement surveyor.
The costs of the Surveyor (including the costs of appointment) shall be paid as
determined by the Surveyor or in the absence of such determination by the Landlord
and Tenant in equal shares.
One party may pay the costs required to be borne by another party if they remain
unpaid for more than 14 days after they become due, and then recover them and
any Incidental expenses incurred from that other party on demand.
The Landlord and the Tenant may at any time before the Market Rent is determined
by the Surveyor settle the amount of the Reviewed Rent.
Immediately after the Market Rent has from time to time been agreed or determined
in accordance with this Schedule, a memorandum specifying the Reviewed Rent shall
be recorded in writing by separate instrument and signed by or on behalf of the
Landlord and the Tenant and shall at all times thereafter be conclusive evidence of
the amount of the yearly rent then payable.
If the Market Rent shall for any reason not have been agreed or determined prior to
the Review Date, the Tenant shall continue to pay rent at the rate payable
immediately prior to the Review Date until the Market Rent shall have been agreed
or determined, and upon the date ("Due Date") 14 days after the date of such
agreement or determination there shall be payable (in addition to any rent then due
and payable at the rate of the Reviewed Rent):
such sum ("Addition") as with the rent already paid for the period from and after the
Review Date down to the Quarter Day following the Due Date will equal the total
amount of the Reviewed Rent payable for that period; and
interest at Base Rate calculated on a daily basis on each of the instalments of the
Addition from the time that it would have become due for payment if the Market
Rent had been agreed or determined prior to the Review Date, to the Due Date.
If at any Review Date the Landlord is prevented by any Legislation from reviewing
the rent pursuant to this Schedule or recovering any Reviewed Rent, then the
Landlord may by written notice to the Tenant postpone such Review Date to the first
day upon which such review may lawfully be implemented or the Reviewed Rent
lawfully recovered, but if the Landlord shall not so require, then the Review Date
shall be that specified in this Lease or as otherwise stipulated or permitted by such
Legislation.
Time is not of the essence in relation to this Schedule.
49
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SCHEDULE 8
Service Charge
Part 1
Services
The “Services” are:
Lad
1.1.2
the obligations on the Landlord pursuant to clause 4.2; and
the services set out in Part 2 of this Schedule
Service Costs
The “Service Costs” are all costs and expenses incurred by the Landlord in the
operation and management of the Building and the provision of the Services to it
including without limitation:
2.4.1
2.1.2
2.1.3
2.1.10
the cost of providing the Services;
the cost of all fuel or other energy sources for any plant used in connection
with the provision of the Services
any costs which the Landlord may be required to pay to other parties in
respect of the Title Matters (except for rent under any Superior Lease) or as
a contribution to the cost of the Services or to the repair decoration
inspecting testing maintenance or renewal of any areas or structures used in
common with other parties
any outgoings and any other property used exclusively (or substantially so)
in connection with the provision of the Services
the cost of preparing submitting and settling any insurance claims relating to
the Building
the cost of employing or retaining managing agents for the Building
the cost of employing or retaining staff to provide the Services including all
incidental expenditure relating to that employment which without limitation
shall include expenditure on pensions insurance health welfare industrial
training levies redundancy clothing tools machinery equipment and vehicles
which in each case the Landlord considers are required for the proper
performance by the staff in question of their duties
all professional charges fees and expenses payable by the Landlord in
respect of any of the Services or the Service Costs
during any period for which the Landlord does not employ independent
managing agents to manage the Building a sum retainable by the Landlord
equal to the charges which a firm of surveyors based in central London might
reasonably be expected to make for managing the Building
all VAT payable by the Landlord in respect of the Service Costs insofar as it is
not recoverable by the Landlord as an input
Calculation and Payment of Service Charge
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3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
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The Landlord will notify the Tenant before or during any Service Charge Period of the
Estimated Service Charge payable by the Tenant during that Service Charge Period
The Tenant shall pay the Estimated Service Charge by four equal quarterly
instalments on the usual quarter days
The Landlord may revise the Estimated Service Charge having regard to the
anticipated Total Service Costs for the relevant Service Charge Period and the Tenant
shall pay to the Landlord any additional Estimated Service Charge which may
become due as a result within seven days of demand
As soon as practicable after each Service Charge Account Date but no later than 12
months after the Service Charge Period the Landlord will supply the Tenant with a
Service Charge Statement showing:
3.4.1 the Total Service Costs for the Service Charge Period; and
3.4.2 the Service Charge for the Service Charge Period.
If the Service Charge exceeds the Estimated Service Charge the Tenant shall pay the
excess to the Landlord within 21 days of receipt of the Service Charge Statement
If the Service Charge is less than the Estimated Service Charge then the shortfall
shall be paid by the Landlord to the Tenant within 28 days of receipt by the Tenant of
the Service Charge Statement provided that the Tenant is not in arrears of any sums
properly due to the Landlord under this Lease
For a period of 6 months after delivery of the Service Charge Statement the Landlord
will make available any receipts or invoices evidencing expenditure of the Total
Service Costs for inspection by the Tenant at the offices of the Landlord during
normal business hours by appointment
In relation to the payments due from the Tenant under this paragraph the parties
hereto agree to use reasonable endeavours to comply with the Guide save where the
Guide is inconsistent with this Lease when this Lease shall prevail
The provisions of this Schedule shall remain in force until after the end of the Service
Charge Period in which determination of this lease occurs but;
3.9.1 any Service Charge payable under paragraph 3.4.2 shall be apportioned by
reference to a daily rate for the Total Service Costs for that Service Charge
Period and
3.9.2 any Service Charge which is to be refunded under paragraph 3.6 shall be
apportioned by reference to a daily rate for the Total Service Costs for that
Service Charge Period
Part 2
The Services are:
1
3
4
4A_4730528_2
the repair decoration inspection testing maintenance and renewal of the [Retained
Property or the Building if separately defined]
the cleaning of the Common Parts and the exterior of the Building including the
exterior of all windows
the provision of lighting to the Common Parts when required
the provision of heating to the Common Parts when required
SL
10
11
12
13
14
15
16
17
18
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the provision of air-conditioning to the Common Parts when required
the carpeting furnishing and equipping of the Common Parts
the provision of hot and cold water to any hot or cold taps in the Common Parts
the provision of towels soap and other requisites to any toilets in the Common Parts
the provision of all proper equipment to any kitchen in the Common Parts
the provision and operation in the Common Parts of such fire prevention fire fighting
ang fre alarm equipment and signs as may be required by any Authority or by the
the provision and operation of any signboard
the provision of refuse bins and the operation of a refuse collection service for the
Building
the provision and operation of a security patrol and/or security observation system
and/or other security equipment for the Building or the Common Parts
the maintenance of the grounds of the Building
the provision and operation of any plant
the provision either permanently or at times which the Landlord reasonably considers
appropriate of pictures floral displays flags decorative lights and other decorations in
the Common Parts
the provision and maintenance of appropriate or useful signs or notices in the
Common Parts or visible from the Common Parts or from outside the Building
the provision of any other services which the Landlord from time to time reasonably
considers appropriate having regard to the principles of good estate management
52
Executed as a Deed by the
affixing of the COMMON SEAL of
ROYAL MAIL GROUP LIMITED
in the presence of:
a person authorised by
Royal Mail Group Limited
to act for that purpose
Executed as a Deed by the
affixing of the COMMON SEAL of
POST OFFICE LIMITED
in the presence of:
a person authorised by
Post Office Limited
to act for that purpose
4A_4730528_2
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53
Alternative provisions where Tenant to pay a contribution and not full service
charge
3.7
To Pay a Common Contribution
aa.1 To pay to the Landlord within 20 Working Days of written demand the
Tenant's Proportion of the cost reasonably and properly incurred by the
Landlord in relation to:-
3.7.11
3.7.1.2
3.7.1.3
[the Landlord performing its obligations under clause 4.2];
[all costs payable for the maintenance, repair, lighting,
cleaning and renewal of all Service Systems, Common Parts,
structures and other items used or capable of being used by
the Premises [in common with other property; ]*
[all costs payable by the Landlord for the maintenance,
repair, lighting, cleaning and renewal of all Service Systems,
structures and other items not within the [Site/Building] but
used or capable of being used by the
[Site/Building/Premises] in common with other land]
3.7.2 The Landlord will provide the Tenant with as much notice as is
reasonably practicable of any proposed major works and endeavour to
provide copies of any estimates obtained for the works together with an
estimate of the Tenant’s Proportion.
' The parties will apply common sense and use appropriate provisions depending on
the nature and configuration of the relevant property.
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RM/POL Transfers (Without Prejudice)
Index
Tab
Source FH, LLH
CAT1 T'fer
CAT2 T'fer
CATS T'fer
CAT4 T'fer
CATS Ter
CIT Tfers
Parking
LH MSP Tr
Short LH
Old St
Not in Scope
Control
New RU's
POL to RM T'fer
Content
Source FH and LLH data (Ignore)
CAT 1 Sole POL Occupation
CAT 2 Shared RM/MSP Sites
CAT 3 Shared RM/POL Site (Note there are varying transfer bases)
CAT 4 Sole MSP Occupation
CAT 5 Major Offices (Note specific agreements to apply)
Cash units (Varying agreements apply)
CIT Parking
Leasehold MSP assignments/sub leases
Not generally for transfer but a number of assignments required due to title issues
148 Old Street - Specific arrangements
FH and LLH properties deemed out of scope
Reconciliation (Ignore)
Possible new Rental Units to be created
Ecclestone Street where RM are tenant of POL. Sub lease required
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Lega Te nomber] BE BE Name Stethouse No iy eres = Bie pe PROPOSAL RECONCILIATION TO TRANSFER
tS roroRe WALK DORTITORE TAOURE WATE CEESTEREID— [sao 79 NORTH ERST ENGLAND [REETODD ares Sie To ae yar ease? [GATE Fu ake
Btn
s3_ I WATERLOO MSP_ ILORNE ROAD LIVERPOOL 1.22 0NH__INORTH WEST ENGLAND] FREEHOLD LONG LEASE RMG site [Transfer of POL Demise ICAT 4 Sole MSP Occupation.
sa —DONGASTER GOOF os PRIORY EASE BowsAs Ten —— [oe ab [NORTH EASY ENG AND [RREEROUD tured sis — [hansen oar Soe Por Secuaton
5 BINS
I95_ ISCUNTHORPE FPO. [5 COLE STREET ISCUNTHORPE_ JON156RA_INORTH EAST ENGLAND [FREEHOLD LONG LEASE RMG site [Transfer of POL Demise ICAT 4 Sole MSP Occupation.
Baar
102_IROYTON MSP. I60 ROCHDALE ROAD_ }OLDHAM. 112 620_INORTH WEST ENGLAND I*REEHOLD LONG LEASE RMG site [Transfer of POL Demise ICAT 4 Sole MSP Occupation
Tacarow ENSEFPOT
ao_IyortHeto Doro Iresmsrorrospsoun —leraouw [ost 2ns _fnoranos riucste” [rraweroipot Demise [oar 2 shored RUS sies
icmroi TRSEFPO
Lus_Iswermcxomse awry srecer wenn sere _Iuwoxasos rucste "” Iraweroip01 demise [oar 2 shed Runs stes
Fram omc fae DRORY RE Source Bera —BLANDS TONG EASEHODD Sure Sis [aster POL Dose [OAT shaveo POL Sis
fad[eASTE BROMWIGH DOSTERR —{tanesioe Dave Sruinciay —— [ps5 700 —(MBANDS reat Stee Sle — {tam Canis evan doar Pata
Stor POT
I212_IKIRKBY LONSDALE MSP_ 415 NEW ROAD. ICARNFORTH. LAG 2AA [NORTH WEST ENGLAND I"REEHOLO LONG LEASE RNG. [Transfer of POL Demise ICAT 4 Sole MSP Occupation
cz TRSERPOT
bs2_[parusrove oomserorist precumvenouminoan —_Ipooue reoe. sour wesr eno.awo imucate [rrasieroip01 Demise [oar 2 shared RUNS? Stes
84] WES BOURNE DOD fO-1 SEAUGOR ROAD--——[bogRREOUTH— ait ox? SOUTH WEST ENGLAND [-REETODD Shue Sis Taster o1POL Boris [GAT 3 hated RPT Sie
LONG LEASEHOLD Eder
us _[sransronuspwvvriensiaweno [psorrenon roan Ivancrester ——_fz2ese_Inonm wesT eNaLaNo muGate" IrrarsieroiPOL Demise [ear 2 shared ruse sts
BAMSPEOT
1260 _ISHERBORNE DO/MSP/IND/ST 47 CHEAP STREET ISHERBORNE lore saL_ISOUTH WEST ENGLAND I"REEHOLD PART LEASEHOLD} RNG site. [Transfer of POL Demise ICAT 2 Shared RM/MSP Sites.
1272 _IDORSET MC/MED/DOICIT [WITNEY ROAD. IPOOLE. JeH17 oAA_ISOUTH WEST ENGLAND I FREEHOLD PART LEASEHOLD] Shewed She [Licence or 20 year lease_ CAT 7 Dorset MC CIT Licence
[315_IKEYNSHAM DO/CO 3HTON WAY ]BRISTOL 18831 2GY_ISOUTH WEST ENGLAND IFREEHOLD ‘Shared Site I Transfer of POL Demise ICAT 3 Shared RM/POL Site_
fie engsvi000 Bore SHRI ROAD. BRISTOL Sts oeN-I SOUTH WEST ENGCAND [FREEHOLD Sted Sls —I ante POL Dense — [GAT 9 Shae POC Si
bases Doc SOUTH PARADE BRISTOL S527 406-[SOUTI WEST ENGLUND CONG {PASEHOTD Shuey Sigs of POL Denis [ent @ shat POL Sic
Sst WALSER DO [Grown crass src ——paSTOL sur pe {sours WEST ENGLAND one esar aan Shae Sle {arse POL Dense —[eat Shae SPOT Si
1406 _I ABERGAVENNY DO/CO_ [1 ST JOHNS SQUARE IABERGAVENNY_ INP7 SAZ_IWALES FREEHOLD PART LEASEHOLD) Shared She [Transfer of POL Demise ICAT 3 Shared RM/POL Site
DASPPOT
425_ISEDBERGH MSP/RES. 126 MAIN STREET ISEDBERGH Lato SAA_INORTH WEST ENGLANDIFREEHOLD LONG LEASE RMG site [Transfer of POL. Demise ICAT 4 Sole MSP Occupation
Icom SAGE
ee_[Lcancrow sea pore pony resmce Leawncrow sea lover aa wouawos uate” IrvanierotpoL demise [oar 2 snared MSP ses
fas¢]HiGH HOLBORN COE nS HOLEOR LONDON ICI Tac [LONDON Tone TERSEROTD fared Ste —[00 Yeu 'Gon Sey Sot — [oat 820 Year Poppet DV PT
1517_IAMMANFORD MSP_ 4A QUAY STREET IAMMANFORD_ [SA18. 3DE_IWALES JPREEHOLD LOWS LEASE RMG site [Transfer of POL Demise ICAT 4 Sole MSP Occupation
S80 [OERBY MICOS TIGRE ISLAND ROA Sener Se aa BLAS ERED Sate Sis Yee Depot car 920 em Patton
sas—{naTtOok DOD EAC RoAD MATOS BELA fupLANDS EREEOD Sloe Sit — [tans a 90. Sense [ears Sumas oor Se
Steer Pom
[574_IHORFIELD FPO 1305 GLOUCESTER ROAD IBRISTOL lss7 pr_ISOUTH WEST ENGLAND IFREEHOLD LONG LEASE [Transfer of POL Demise ICAT 4 Sole MSP Occupation.
S01 eRMOUTETGOICORET Sepa sTaeey EMOTE xd aA SOUTH WEST ENGLAND FREETOUD Shape Sia — [net of POL Dense [ear Shred BOL Se
St neer Pom
1610 _IOKEHAMPTON DOMSP_ 8 GEORGE STREET IOKEHAMPTON, Jex20 1H [SOUTH WEST ENGLAND [FREEHOLD PART LEASEHOLDI RMG sit [Transfer of POL Demise ICAT 2 Shared RM/MSP Sites.
IeisIsiperORD Sorc fae cua BIDEFORD: ge [SOUTH WEST ENGLAND REEROOD Shue Sio-—tatserofPOL baniss [ont ¢ stad POE Sie
lex-[PaGnTON bore fs DANG ROAD pacmroT fad ex S0UTI WEST ENGLAND [FREETOLD Shue Sie I atute-ofPOc Denise —[on? state] AMPOL Sie
fet —[retenuourh Sorc Renton Fecimour’ ——rats ax [sourit est ENGtANDt RertOtD Siar sis —ttarse-o'por bass {ca s stat BMPOr Sie
eed —pariw bore Cor WeSTSTRET eueia [souT EAST ENGLAND [PRErOLD Shue Sis —{anstero(POt Daniss —[oa s stared BMPOL Sie
sss [peTpRarerD DOES DST Sauane PETERGPIEID ——eUe7 [SOUTHEAST ENGLAND FREEFOED ‘Sie su —[raute aot bans —[ears sired muPor Si
Sean Steer eom
eco faves ponsprore ABBE Row aver weve Iupawos rmiGate [rransiero'pot Demise [oar 2 shared RMIISP Stes
1743_I ALDEBURGH MSP_ 119 HIGH STREET IALDEBURGH P15 SAA_IANGLIA_ shdniecnctchssatelaasne RMG site. [Transfer of POL Demise ICAT 4 Sole MSP Occupation
fes]uorTotT Dore HowmNbe cE ROAD ——nowTno asi —frawes VALLEY —[reeeooo Shared Sie ITansteo'60L Dots Ton S Shara NS Se
fee—panes bore arenioee Steet BRR pa 28 [aves VALLEY ——[PREEHOLD Sia Sit tise of pot Dense —{eat Sshoed BMPOT Sie
Eetenae SinSePOT
ror_Ieascare mse oss cu sree auscate critoms leounsensteno.awo Gs I Trntr car 4 ste MSP Une Ofer
SRNSEEEOT
1807__ISTROOD MSP_ 13-17 NORTH STREET [ROCHESTER me2 4si._ISOUTH EAST ENGLAND [FREEHOLD LONG LEASE RNG site_ {Transfer of POL Demise _ ICAT 4 Sole MSP Occupation.
Faezvow SANSEEEO
se2_Iivoarestone nserpan lucusreeer Incaresrone ——_loweser_[ansu ue ate [No Tansr car 4 ste MSP Une fr
so? —usteasD DOIco fie aoe tisceaso puisaat [Sour WEST ENGLAND eREEROLD Shared Sia —I asta o POL Danis — [ea S Shaw RMPOUSIC
[boz—furwouny care Essr STREET hewauar rib [SOUTHWEST ENGLAND [FSEESOLD Shares Sig I ate of POL Dene ——[eAt shed RMPOT Sie
ste IaeoRUTH DONG SPORE STREET RESRUT fete 2xc-SOUTMWEST ENGLAND Fae EOD Shoes Sis — lta of POL Denis [eat sshaey BMPOL Sie
[S17 [eanBorne COCO SCUAPEL STREET SsmnoRe fats sea [SOUTHWESTENGLAND [PREEIDLD Sharey Sig —I ate POL Dons [on § Shae RMPOT Si
BTS
1954 _INORTH END FPO_ 8 DERBY ROAD [PORTSMOUTH lpo2 sHS _ISOUTH WEST ENGLAND I"REEHOLO LONG LEASE RMG site_ [Transfer of POL Demise _ ICAT 4 Sole MSP Occupation.
SAMSEREOT
1960_ICATERHAM MSP 119 STATION AVENUE, ICATERHAM. lcrse.8_ISoUTH EAST ENGLAND [FREEHOLD LONG LEASE RMG site [Transfer of POL Demise ICAT 4 Sole MSP Occupation
le? IBSGNOR REGIS DOD cree BOGHOR NESS —[port tne SOUTH WEST ENGLAND [>REEHOUD fated Sis —Iviste POL Doss — [eA 9 Sharad DOT Se
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jos2_[uminstER mse 16-18 EAST STREET LMINSTER [rate08i_ISOUTH WEST ENGLAND I REEHOLD LONG LEASE RMG site [Transferof POL Demise __ICAT 4 Sole MSP Occupat
[987 [PORTSMOUTH HCICOMEDICTT [SLINDON STREET PORTSMOUTH, [PO1 1A [SOUTH WEST ENGLAND [FREEHOLD Shared Sie [20 Year Peppercorn [CAT 3.20 Year Peppercom
FREEHOLD LONG LEASE ae
1028 IBETHNAL GREEN FPO l223.227 BETHNAL GREEN ROAD ILONDON. Je26A8__ILONDON [Transfer of POL Demise __IGAT 4 Sole MSP Occupation
FREENOLD EM MSPIFPO Tr
1036 Iascor noms KINGS ROAD lascor Isis ona _ [THAMES VALLEY. RMG site ITransferof POL Demise __ICAT 2 Shared RIWMMSP Sites
'1057_[NEWBURY DOICO- [S9 CHEAP STREET [NEWBURY [RG 14 68S [THAMES VALLEY FREEHOLD ‘Shared Sité_[Transfer of POL Demise ICAT3 Shared RW/POL. Silo
Ext MSPIFPO ih
1074 IRICKANSWORTH MSP. los HIGH STREET RICKMANSWORTH __IW03 1AA_ITHAMES VALLEY SEED LONG TEASE RMG site [Transfer of POL Demise __IGAT 4 Sole MSP Occupation
11082 IWINDSOR DO/CO/RET, WILLIAM STREET WINDSOR [SLé TAA — [THAMES VALLEY, [FREEHOLD ‘Shared Sie [20 Year P com + Dev Prof ICAT'320 Year Peppercom + Dev PT
[1084 [WOKINGHAM DOICO. [16 BROAD STREET IWOKINGHARE [RG40 1AK_[THAMES VALLEY [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT'3 Shared RM/POL Site
FREEHOLD Ext MSPIFPO i
l1096 Irowey wsP I4 CUSTOM HOUSE HILL lrowey lpu2s 14a _IsourH WEST ENGLAND RMG site INo Transfer ICAT 4 Sole MSP Under Offer
Ex MSPIFPO
I4087_IWeST HAMPSTEAD FPO. 126-130 WEST END LANE JLONDON Inwe 1sx_ [THAMES VALLEY PRESHOAD LONG LEASE RMG site___ITransferof POL Demise _IGAT 4 Sole MSP Occupat
IFREEnoLD ERI MSPIFPO ir
I1099 IMORETON IN MARSH MSP New ROAD IMORETON IN MARSH IGL560xs_[THAMES VALLEY RWG ste__INo Transfer ICAT 4 Sole MSP Under Offer
i1424 [STOKE ON TRENT DOICIT ILEEK ROAD. [STOKE ONTRENT _IST4 28x —IMIDLANDS. [FREEHOLD Shared Site [Licencefiease? (Wi POL) GATT Stoke on Trent GIT Lie
i125 IROMSEY DOICO. 16:23 CHURCH STREET IROMSEY. [S051 6XA_ISOUTH WEST ENGLAND IFREEHOLD. ‘Shared Ste [Transfer of POL Demise ICAT 3 Shared RM/POL Sle
Ext MSPIFPO Tr
1132 IurroxeTeR DOMSPIGAR 13-45 CARTER STREET. lurroxeter Isri4 He _IwIOLANDS [FREEHOLD RMG site ITransferof POL Demise _ICAT 2 Shared RMIMSP Sites
ER MSPIFPO Th
1146 IsT MARY MSPRES. HUGH STREET ISLES OF scLLY _ITR21 0LR_IsouTH WEST ENGLANDIFREEHOLD RMG site INo Transfer ICAT 4 Sole MSP Under Offer
[1471 [ANDOVER DOICO [32 BRIOGE STREET [ANDOVER [SP10 1AA__I SOUTH WEST ENGLAND IFREEHOLD. ‘Shared Site [Transfer of POL Denise GAT Shared RM/POL Site
'1193_IMELKSHAM DO/COMAN. [31-31A CHURCH STREET IMELKSHAWE [sN12622 [THAMES VALLEY. FREEHOLD. ‘Shared Site [No Transfer [CATS Under Offer
1216 [NEATH Dorconno I20 WINDSOR ROAD INEATH lsat1 1ut_Iwaves FREEHOLD PART LEASEHOLD] SharedSite Irransferof POL Demiso __ICAT 3 Shared RM/POL Site
'1236_ISWINDON STIOFFIGARIMED. IWHEATSTONE ROAD. [SWINDON [SN3 SHG [THAMES VALLEY [FREEHOUD, ‘Shaved Sie [Transfer of POL Demise CAT 5 Swindon 4, 4a, 5
[1283 TROWBRIDGE DOICO/RTW. [A ROUNDSTONE STREET TROWBRIDGE [BA14 80A_[SOUTH WEST ENGLAND FREEHOLD. ‘Shared Site [Transfer of POL Demise GAT 3 Shared RM/POL Site
[1299 WALSALL DO/CO- DARWALL STREET WALSALL [WSt TAA —[ MIDLANDS. [FREEHOLD ‘Shared Site [Transfer of POL Demise CAT Shared RM/POL Sie
= ER MSPIFPO Ta
l1s15 IRUGELEY DomsP 18 ANSON STREET lRUGELEY lws15 256 IwoLANos. RMG sie [Transfer of POL Demise __ICAT 2 Shared RMMSP Sites
11323 I GRANTHAM DOICO- [18.20 ST PETERS HICL [GRANTHAW ING3T GAA [MIDLANDS [FREEHOLD Shared site Transfer of POL Demise CAT 3 Shared RMPOL Slt
FREEHOID Ext MSPIFPO Ta
[1324 IHUCKNALL DOIEPO. 59 HIGH STREET INorTINGHAM ING15 7A ImIDLANDS. RMGsite__[Transferof POL Demise __IGAT 2 Shared RMIMSP Sites
11354_IEASTEOURNE DO/CTT_ [S UPPERTON ROAD, IEASTBOURNE. [BN21 1A ISOUTH EAST ENGLAND [FREEHOLD ‘Shared Site [20 Year Lease. [CAT S-CIT Licence.
[1365 LANCING Do/Go_ [40 NORTH ROAD ITANCING [BNI5 BAA [SOUTHEAST ENGLAND [FREEHOLD ‘Shared Site [Transfer of POL Demise [GAT 3 Shared RM/POL Site
11379 WORTHING DOICO [CHAPEL ROAD WORTHING BNI 1AA_ISOUTH EAST ENGLAND [FREEHOLD ‘Shared Sile [Transfer of POL Demise I CAT'3 Shared RW/POL- Sie
[1401 JORPINGTON DOICo VINSON CLOSE, [ORPINGTON [BR6 OPJ_ [SOUTHEAST ENGLAND [FREEHOLD ‘Shared Silo [Transfer of POL Demise IGAT 3 Shred RM/POL Silo
11403 [SWANLEY DOMISP_ LONDON ROAD [SWANLEY [BRB 7A — [SOUTH EAST ENGLAND [FREEHOLD ‘Shared Sie [Transfer of POL Demise IGAT2 Shared RMIMSP Sites
Hata FAVERSHAM DO/COMND, EAST STREET. IFAVERSHAW, METS BAA [SOUTHEAST ENGLAND [FREEHOLD ‘Shared Sie [Transfer of POL Demise I CAT Shared RM/POL. Silo
[1481 SITTINGBOURNE DOICO_ [CENTRAL AVENUE [SITTINGBOURNE IME10 4AA [SOUTH EAST ENGLAND [FREEHOLD ‘Shared Sile [Transfer of POL Demise IGAT3 Shared RM/POL Sie
11436 ISHEERNESS DO/CO_ [38 BROADWAY [SHEERNESS IME‘W2 1AA_I SOUTH EAST ENGLAND IFREEHOLD. ‘Shared Site [Transfer of POL Demise I CAT Shared RM/POL Sie
[1447_ISUTTON DOICO. [18 GROVE ROAD, [SUTTON [SM1 TAA [SOUTH EAST ENGLAND FREEHOLD. ‘Shared Site [Transfer of POL Demise IGAT3 Shared RM/POL Sie
[1470_INEW MALDEN DOIGO. [150 HIGH STREET. INEW MALDEN cts 4FR I SOUTH EAST ENGLAND IFREEHOLD. ‘Shared Site [Transfer of POL Demise GAT 3 Shared RMPOL Site
a Ext MSPIFPO
1473_IWALTON ON THAMES DOMSPIRTW _I73 HERSHAM ROAD WALTON ON THAMES IkrT12 1LN_ISOUTH EAST ENGLAND IFREEHOLD RMG site [Transfer of POL Demiso_I CAT 2 Shared RMIMSP Sites
r14a0_ICRAWLEY DO/COVIND [7 THE BOULEVARD [CRAWLEY [R10 1AA_I SOUTH EAST ENGLAND [FREEHOLD Shared Site [20 Year P-com + Dev Prof CAT 320 Year Peppercom + Dev Pio
[1483_[DORKING DOICO HTS HIGH STREET DORKING, [Ri 1SA [SOUTH EAST ENGLAND IFREEHOLD. ‘Shared Sie [Transfer of POL Demise CAT 3 Shared RM/POL Sle
f1487_IBEXHILL ON SEA DOICOMES DEVONSHIRE SQUARE BEXHILL ONSEA [TNO 1AA_ISOUTH EAST ENGLAND [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT'3 Shared RMIPOL Sie
H1507_ISEVENOAKS DOICO_ [SOUTH PARC [SEVENOAKS. PINTS 1A ISOUTH EAST ENGLAND IFREEHOLD. ‘Shared Sie [Transfer of POL Demise AT 3 Shared RM/POL Sle
1538 [HAVERHILL DOICO/ST [11 HIGH STREET [AVERILL [cB@ 8AB [ANGLIA [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT 3 Shares RM/POL Site
11543_NEWMARKET DOIGO F108 HIGH STREET INEWMARKET [G6 8.) —JANGLIA [FREEHOLD ‘Shared Site [Transfer of POL Demise I GAT'3 Shared RW/POL Sle
11551_ [BASILDON DO/CO, [25 EAST SQUARE [BASILOON. [SS14 1AK_ANGLIA [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT'3 Shares RW/POL Site
[1554 [BISHOPS STORTFORD DOIGOMET [102 SOUTH STREET [BISHOPS STORTFORD IGM23 3A [ANGLIA [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT'3 Shared RW/POL Site
11573 [HARLOW DOICORTW_ Fi STONE GROSS. HARLOW. [GM20 1AA [ANGLIA [FREEHOLD ‘Shared Site [Transfer of POL Demise I CAT'S Shared RW/POL Silo
[1606 IPOTTERS BAR DOICO, /123-125 DARKES LANE [POTTERS BAR, [ENG 18 __ITHAMES VALLEY [FREEHOLD ‘Shared Site [No Transfer [GATS Under Offer
]1614_IDEREHAM DOICO. [QUEBEC STREET IDEREHAM. INR10 2AKJANGLIA [FREEHOLD ‘Shared Sile [Transfer of POL Demise I GATS Shared RM/POL Sie
Hiets [o1Ss Do/cO. [7 MARKET PLACE [piss P22 4AA [ANGLIA [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT3 Shred RM/POL Site
[4619 IFELXSTOWE DOGO [743 HAMILTON ROAD [FELXSTOWE IP11 TAA ANGLIA. [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT3 Shared RM/POL. Site
[1620_INORTH WALSHAM DOICOIGAR. INEW ROAD INORTH WALSHAM [NR28 @AA [ANGLIA IFREEHOLD. ‘Shared Site [Transfer of POL Demise I CAT 3 Shared RM/POL Silo
[1636 [THETFORD DOIco Ht MARKET PLACE [THETFORD P24 28k ANGLIA. [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT3 Shared RM/POL Sie
[1642 _IWYMONDHAM NELSON HOUSE iT INELSON HOUSE [WY HONDHAR, INRI6 OWZ_IANGLI [FREEHOLD ‘Shared Site [Transfer of whole [CAT 1 Sole POL Occupation
[1702 IHARPENDEN DOICO [8 STATION ROAD. [HARPENDEN. 5 4AA THAMES VALLEY, [FREEHOLD ‘Shared Site [No Transfer [CAT 5 Under Offer
[1714 WHITECHAPEL DOMMSPINDIOFF [206 WHITECHAPEL ROAD. LONDON. [Et TAA_—_[LONDON, [FREEHOLD ‘Shared Site I Transfer of POL Demise ICAT2 Shared RMMMSP Ses
[1730_IMUSWELL HILL DO/CO [420 MUSWELL HILL ILONDON- IN10 100 [LONDON [FREEHOLD. ‘Shared Site [Transfer of POL Demise ICAT'3 Shared RM/POL Site
lpReEHOLD ERI MSPIFPO Th
1786 IHENDON DOIFPOIOFE IBRAMPTON GROVE LONDON nwa ana [THAMES VALLEY RG site [Transfer of POL Demise __ICAT 2 Shared RMMSP Sites
[771_[NEW GROSS DOICO, [199-208 NEW CROSS ROAD —ILONDON [S14 5ET [LONDON , [FREEHOLD Shared Site [No Transfer [GAT 3.Under Offer
{1787_[BLACKHEATH DOMSPIOFF [41 BLACKHEATH GROVE LONDON. [SES OAT LONDON, [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT2 Sharea RWIMISP Sites
FREEHOLD Ext MSPIFPO Ta
11793 JELTHAM AND LEE DOIFPO. 31-38 COURT YARD. LONDON. [see s0_ILonoon, RMG ste [Transfer of POL Demise __IGAT 2 Shared RWIMSP Sites
[1795_IBATTERSEA DOICO. [202 LAVENDER HILL LONDON. [SW11 1AA [LONDON [FREEHOLD Shared site I20 Year Peppercorn [CAT 3.20 Year Peppercom
{i812 LONDON SOUTH MCIDO/CITIOFFIMED [53 NINE ELMS LANE. [LONDON [SW8 588 [LONDON IFREEHOLD, ‘Shared Site [No Transfer [GAT 6_London WC To be removed.
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[CAT 2 Shared RMIMSP Sites
ae Ba aaa ey RECONCILIATION TO TRANSFER
Lega Tite Number] BE BE Ni ‘Streottiouse Ne City Ped RM Territory Tenure Site Type PROPOSAL, Meee
FREEHOLD ER MSPIFPO tr
140 _INoRTHFIELD DOPO i773 BRISTOL ROAD SOUTH _I BIRMINGHAM. jest 2ns_IwioLaNos: IGsie [Transfer of POL Demise _ICAT2 Shared RWIMSP Sites
FREEHOLD En MSPIFPOT
146 _IsMETHWicK DomSP. [rainy STREET [smeTHWICK, [p67 7A8_IwiDLANDS IGsie__ITransfer of POL Demise _ICAT 2 Shared RMMSP Sites.
FREEHOLD ER MSPIFPO Tr
l232_IpaRKSTONE DOMSPIOFFIST 127 BOURNEMOUTH ROAD POOLE leri14 0c._IsourH wesT ENGLAND’ RMG ste [Transfer of POL Demise _IAT 2 Shared RMIMSP Sites
LONG LEASEHOLD Ext MSPIEPO in
1246_ISHARSTON MSPRWYTHENSHAWE DO _I240 ALTRINCHAM ROAD. MANCHESTER Ize ose INoRTH WEST ENGLAND, RMG ste __[Transfer of POL Demise _ICAT 2 Shared RMMSP Sites
Eni MSPIFPO Tr
1260_ISHERBORNE Do/MSPAINDYST 47 CHEAP STREET I SHERBORNE lpresa._IsournwesTeNGLanpI*REEHOLD PARTLEASEHOLDI "wc ste [Transfer of POL Demise __ICAT 2 Shared RMIMSP Sites,
Eni MSPIFPO Tr
184 _ILEAMINGTON SPA DO/EPO 1 PRIORY TERRACE LEAMINGTON SPA [ovat 1AA_ [MIDLANDS [FREEHOLD RMG ste [Transfer of POL Demise __ICAT 2 Shared RMMSP Sites
ER MSPIFPO Tr
J610_JokeHaMPTon DomsP. lS GEORGE STREET IOKEHAMPTON. [exz0 tHw IsouTH WEST ENGLANDIFREEHOLD PARTLEASEHOLP] iG ste__ITransfer of POL Demise ___ICAT 2 Shared RMIMSP Sites.
FREEHOLD aon
Jo00_IWALVERN DOMMSPIOFE. }1 ABBEY ROAD. MALVERN. wea sty IiDLANDS RMG ste__[Transfer of POL Demise __IAT 2 Shared RWIMSP Sites
FREEHOLD ExT MSPIFPO In
1036 Jascor poms KINGS ROAD lascor [sus ona [THAMES VALLEY RMG sile__ [Transfer of POL Domi ICAT 2 Shared RMIMSP Sites
FREEHOLD bane
1132 UTTOXETER DOMSPIGAR, 13:45 CARTER STREET lurToxeTER, ist14 se _IwioLaNos RWG ste__[Transfer of POL Demise _ICAT 2 Shared RWMMSP Sites
FREEHOLD bee ae
1315 [RUGELEY DOIMSP. I1® ANSON STREET JRUGELEY lws1s 28€ [MIDLANDS RMG ste [Transfer of POL Demise __IAT 2 Shared RWMSP Stes
FREEHOLD Ext MSPIEPO in
1324 [HUCKNALL DOIFPO. 50 HIGH STREET NormincHAM G15 7A IwioLaNDs RMG sie __[Transferof POL Demise _ICAT 2 Shared RWMSP Sites
f1403~ISWANLEY DOMMSP_ [LONDON ROAD [SWANLEY [BRB TAA [SOUTH EAST ENGLAND [FREEHOLD Shared Sie — [Transfer of POL Demise GAT 2 Shared RM/MSP Sites
ERI MSPIFPO Tr
l1473 IWALTON ON THAMES DoMsPRTW __I73 HERSHAM ROAD WALTON ON THAMES IkT12 1LN_IsoUTH EAST ENGLAND [FREEHOLD RMG sie ___[Trensferof POL Demise _ICAT 2 Shared RWMSP Sites
H714_ WHITECHAPEL DOMMSP/INDIOFF [206 WHITECHAPEL ROAD. [LONDON [ELIA LONDON, [FREEHOLD Shared Sie —ITransfer of POL Demise IGAT 2 Shared RMIMSP Sites
FREEHOLD Ext MSPIFPO Tr
I1756 IHENOON DoIFPOIOFE BRAMPTON GROVE lLonoon, nwa 4na_{THAMES VALLEY MG sie [Transfer of POL Demise _ICAT 2 Shared RWMSP Sites
[BLACKHEATH DOMSPIOFF [41 BLACKHEATH GROVE. [LONDON [SES 0AT [LONDON [FREEHOUD Shared site —ITransfer of POL Demise GAT 2 Shared RMIMSP Sites
FREEHOLD Ext MSPIFPO Tr
ly70a_IELTHAM AND LEE DO/FPO. [31-93 COURT YARD. lLonoon Ise9 500_ILonoon. Transfer of POL Demise __ICAT.2 Shared RMIMSP Sites
[2461 IBLAENAU FFESTINIOG MSPIDO 1S HIGH STREET JBLAENAU FFESTINIOG ILLA1 ape _IWALES Aim [Transfer of POL Demise __ICAT 2 Shared RMIMSP Sites
l2eee IRUTHIN MSP/OO 118 ST PETERS SQUARE RUTHIN Luis svi Iwaves. [FREEHOLD [transferof POL Demise __ICAT 2 Shared RMMSP Sites
12536 ICHORLTON FPO!DO [543 WILBRAHAM ROAD. MANCHESTER. 121 opp _IoRTH WEST ENGLAND [FREEHOLD [Transfer of POL Demise ___ICAT2 Shared RMIMSP Sites
2543 IWANCHESTER SOUTH EAST DOMSP__I117 STOCKPORT ROAD. MANCHESTER Ji26aa_INoRTH West ENGLAND IREEHOLD [Transfer of POL Demise __ICAT 2 Shared RMIMSP Sites
J2s62 IcHEADLE DMP. JZ OLD RECTORY GARDENS __ICHEADLE. lsks 157 _INORTH WEST ENGLANDI FREEHOLD [Transfer of POL Demise __I CAT 2 Shared RM/MSP Sites
12605 IACCRINGTON DOIEPO INEANT STREET IACORINGTON. pes 1E0_INoRTH WEST ENGLAND [FREEHOLD lTransferof POL Demise __I CAT 2 Shared RMMSP Sites
Ex MSPIFPO Th
lar17_JoTLeY DomsPIORE 1 NELSON STREET. lomtey Ls21 10€_INoRTH EAST ENGLAND [FREEHOLD PARTLEASEHOLD] ic site [transfer of POL Demise __ICAT 2 Shared RM/MSP Sites
IEREENOLD Ex MSPIFPO Te
l2e51_IHUNTLY DOMMSP. THe SQUARE HUNTLY 954 8AA_ISCOTLAND RMG ste _[Transferof POL Demise __ICAT 2 Shared RWMSP Sites
Tai MSPIFPOTA
2011 IcuPAR oOMSPISTIPAR ls0-71 CROSSGATE JCuPAR qy1s5xs_IscoTLAND FREEHOLD PART LEASEHOLO] I iG site [Transfer of POL Demise _ICAT 2 Shared RM/MSP Sites
ers Tai MSPIFPO Ta
}2900 IaRODICK DomSP MAYISH ROAD. ISLE OF ARRAN. Ikaz7 aan_ISCOTLAND RMG ste __ITransferof POL Demise __ICAT 2 Shared RWMSP Sites,
FREEHOLD Ex MSPIFPO TH
13020 IWAYBOLE MSP/OO. IS HIGH STREET MAYBOLE. kate 7an_IScOTLAND RMG ste _[Transferof POL Demise __ICAT 2 Shared RWIMSP Sites
rT Tai MSPIFPOTH
3072 IkiRRIEMUIR MSPIDO [11 REFORM STREET LORRIEMUIR [pos 4as_IscoTLanp MG sie [Transfer of POL Demise _ICAT2 Shared RMVMSP Sites
‘Count 30
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[PRESTWICH DOIGOIGAR [2 KINGSWOOD ROAD, [MANCHESTER [NZS SAA [NORTH WEST ENGLAND [FREEHOLD ‘Shared Sie [Transfer of POL Denise [OAT 3 Shared RWIPOL Si
LANCASTER DOIGO [FENTON STREET LANCASTER ILAT 1A — NORTH WEST ENGLAND FREEHOLD ‘Shared sile [Transfer of POL Demise GATS Shared RMIPOL Site
[ULVERSTON DOICO, [COUNTY SQUARE [ULVERSTON. ILA12 7AK_[NORTH WEST ENGLAND IFREEHOLD_ ‘Shared Site [Transfer of POL Demise ICAT.3 Shared RM/POL Sile
HUDDERSFIELD DOO. NORTHUMBERLAND STREET [HUDDERSFIELD IDI 1AA NORTH EAST ENGLAND IFREEHOLD. ‘Shared sile [Transfer of POL Demise [GAT Shared RMVPOL Site
NORTHALLERTON DOIOO 1158 HIGH STREET INORTHALLERTON_[DL7 BJY — NORTH EAST ENGLAND [FREEHOLD ‘Shared site [Transfer of POL Demise [CAT 3 Shared RMPOL Sie
[CHESTER LE STREET DOICO [137 FRONT STREET, ICHESTER LE STREET [DH3 SAA INORTH EAST ENGLAND [FREEHOLD ‘Shared sile [Transfer of POL Demise ICAT3 Shared RMIPOL Si
IMORLEY DOICO. [28a QUEEN STREET LEEDS: [LS27 STB [NORTH EAST ENGLAND [FREEHOLD ‘Shared sile [Transfer of POL Demise IGAT Shared RMVPOL Site
lpunsey poco [a7 CHURCH LANE lpuosey. lLs28 718_INORTHEASTENGLAND [FREEHOLD PARTLEASEHOLDI Shared Site lrransfor of POL Demise __ICAT 9 Shared RM/POL Site
JOSSETTDOICO, WES GAA NORTH EAST ENGLAND [FREEHOLD ‘Shared Sie [Transfer of POL Demise ICAT3 Shared RNVPOL Site
[SOUTH SHIELDS DOICO, [SOUTH SHIELOS [NESS TAA NORTH EAST ENGLAND [FREEHOLD ‘Shared Sie [Transfer of POL Demise I CAT3 Shared RM/POL Site
[BARNSLEY DOICOMIND. [BARNSLEY [S70 TAA —INORTH EAST ENGLAND [FREEHOLD ‘Shared Sile [Transfer of POL Demise IGAT 3 Shared RM/POL Site
[SCARBOROUGH DO/COIPAR [SCARBOROUGH _IYOTT 1AA_JNORTH EAST ENGLAND [FREEHOLD ‘Shared Site Transfer of POL Domiso [CAT 3 Shared RW/POL Site
[SELBY DOICO SELBY, [YO8 4EH — [NORTH EAST ENGLAND IFREEHOLD. ‘Shared ile [Transfer of POL Demise IGAT 3 Shared ANIPOL Site
LERWICK DOIGO [46-50 COMMERCIAL STREET [LERWICK [2E1 OAA —ISCOTLAND [FREEHOLD ‘Shared Sile [Transfer of POL Demise [GAT 3 Shared RM/POL Site
[HADDINGTON DOIGO [50 COURT STREET HADDINGTON IEH41 3AA_[ SCOTLAND. [FREEHOLD ‘Shared Sie Transfer of POL Demise IGAT 3 Shared RM/POL Site
[GLASGOW G15 DOIGO HECLA AVENUE GOW, [G15 BLY [SCOTLAND [FREEHOLD ‘Shared Sile [Transfer of POL Demise —IGAT'3 Shared RMVPOL Site
12059 [EAST KILBRIDE DOICOIOFE. 15 CORNWALL STREET Ictascow Io7s 1n_IscorLano JFREEHOLD PART LEASEHOLD) Shared Sle Irransfer of POL Demise _ICAT 9 Shered RW/POL Site
[2882 [SALTCOATS DOICO [6 CHAPELWELL STREET [SALTCOATS IKAZi BEE I SCOTLAND (FREEHOLD ‘Shared Sie [Transfer of POL Demise [GATS Shared RN/POL Site
[3038_[KIRKWALL DO/CO/RET [15 JUNCTION ROAD, IKIRIWALL IKWI5 TAK [SCOTLAND [FREEHOLD ‘Shared Site [Transfer of POL Demise [CAT 3 Shared RMJ/POL Site
[3068 [FALKIRK DO/CO [GARRISON PLACE FALKIRK. IFT 1A [SCOTLAND ILONG LEASEHOLD, ‘Shared Sie [Transfer of POL Demise IGAT 3 Shared RNVPOL Site
[3083 [BANGOR DOICO. 43 MAIN STREET [BANGOR [5120 4AA [NORTHERN IRELAND — [FREEHOLD ‘Shared Site [Transfer of POL Demise IGAT'3 Shared RM/POL Site
'3086_ [NEWTOWNARDS DOIGO IS FRANCES STREET NEWTOWNARDS [6123 4AA NORTHERN IRELAND [FREEHOLD ‘Shared Site [Transfer of POL Demise [CAT 3 Shared RMW/POL Site
'3087 [COLERAINE DOICO 16-18 NEW ROW [COLERAINE [BTS2 1A [NORTHERN IRELAND — [FREEHOLD ‘Shared Site [Transfer of POL Demise _IGAT'3 Shared RM/POL Site
count
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[CAT 4 Sole MSP Occupation
E
Legal Title NumberI BE Name StreetHouse No City Ped RM Territory Tenure Site Type PROPOSAL Se eee
[ss_IwareRL00 mse Lome Row LIveReooL 220m _Iormiwesrena.annI*REEHOLDLoNG LEASE I Pests lrrnstercipoL Denise [car 4 sole SP Ocspation
los _IscuntHonne ero scour sracer lsourrionre __[pnisera Juormueasrena.ano [FREEHOLOLONG LEASE I PANIC” LranserotpoL Denise [oar «sues? ocowaton
12_Irovron use bo RocHOALE ROAD oon lo.zcao_Inonnuwesrena.ano) ReEHOLOLONG LEASE I Peete IrrnsteroiPOL Demise [car 4 Sol MSP Ocszaton
i2_}arwey onspie usp 1s New ROAD carnronr Las2re_Inomiwestena.ann)*REEHOLOLONG LEASE I PTC te [ranstercipoL Dense [oar «sles? Ocszaon
Jzs_Iseoaencn uspRes emai srReer seoacncn atom Inonmawesrena.ann) REEHOLOLoNG LEASE I PICS” lrraterotpoL Dense [oar «sos? ocauation
[ss7_[auanzono usp la ouay stREET Jammancono __Isateaoe [wares Frecvororowe tease I rc ste” frranderat POL Demise loa «soe SP oxcupaton
sr«_foreieto ero Loscrovorstennoa —_enisro. as7 er _leoumwesrenorann)ReeHOLOLoNG LEASE I PTC te” [ransterctpoLDense [oar «sles? ocaaton
pas woeauRcn use 0 HoH srREET ocnuech pprssan_[anoun precrowo.onc tense I Pie ste” [ransteroPOL Demise [CAT 4 soe HSP Ocopaon
tor_Isrnooomse 2-17 Non sracer rocwesrER uea4st_leourieasr enarano [FREEHOLD LoNGLEASE I PNG ste [ransiercipoL Denise [oar 4 Sol MSP Ocszaon
ose_Ivomrn eno Fro soeRev RonD romrswouns [pores leourmwesrenarawo)**eeHOLDLonGLeAse I PTC Ie” [ranstercipoL Denise [onr 4 soeiSP Ocaation
sco _Icarernamuse ho STATION AVENUE caren loroee_fsoursensrena.ann [FREEHOLOLONG LEASE I "Riese" lrranterotPOL Demise [car 4 sale se Cesupaton
oe2_[uansten use t-te east smeer unsreR raiooas Jsourswesrena.ann FREEHOLDLONG LEASE I PT sie” [rrawerotpoL Demise [oar «sole usp Occupation
froze lacreaaL GREEN FPO ba.207 BETHNAL GREEN ROAD ILONDON c2eaa__fvonoon FrecHowoione.eAse I "ict IrransertPOL Demise [car «soe 4sP Oouston
tore Ipicuuansworti nse os onstreer jrcwmnsworm _Iwosia [mawes varrey _[FREEHOLDLONG LEASE I PAINS Ste” Irransar of POL Demise oar 4 Sle MSP Occupation
tor Iwesr nawesreaD Fe0 reesaowestenoLane _ILowoon wwe sx [raes vauey _[Freevovovonouease I Picts” [rans ot POL domie [oar «Sole USP Ocipaton
soa [sravarioce ranrry srmse fy rewery sreeer lsrwveroce __[sxis2ew luormuwesrenatanoIrReevoLovons tease I PANG” [rterotpoL denise [oar «sole use oceuaon
Count
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Major Offices - Specific Arrangements
BE
Lega Tie Number SE Name Srenioure No iy Feder Tene sore a ee
ern WAR CORO TURE WAR [SESTERRETD ——[S06(PF — NORTHEAST ENGLAND [REET Sas — OTe year se — CAT SE ah
za fevinbow SOProRRIED anETONS ROAD SOON fate [Tues VALLEY [FREEHOLD Sara is [aor POU bone [cA s Seon 5
Count
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Cash in Transit Units - Varying agreements
E
eos Te Number] BE BE Name Biecowe No oy Pea) Tein fans sate pRorosaL I ECONGTIATON TO TRANSFER
I272_I DORSET MC/MEDIDO/CIT_ IWITNEY ROAD_ POOLE. leti17 oaA_ISouTH WEST ENGLAND I "REEHOLD PART LEASEHOLD] Shared Sie ILicence or 20 year lease ICAT 7 Dorset MC CIT Licence
Hargrove Ov nen SOOT cence Srone OUTRENT — fers Sur amu FREED Shara sie [Lesa is SOU] — [ear Sake tan GC
Het feersoune DoS Sse ONROAD EASIEOURE ated ar PoumnessT BNSC f REENOLD Suset is —fovartase farsetrosene
eet enestes Doc rR HED SraTownoAS Sesre eure mes EEO Saar Ste Gover teas painey —[earsiriees
br RESTON RGETNED Baa PRESTON Bar SS0 [NOME WESTENCTAROIPREENOLD Siar Sle — {tenes vir BO) — fear reac ae
Count
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Parking
Legs! Tie number] BE BE Name Siestoiwe No oy Pea I Rw Trrony Tenure Sie pe PROPOSAL Lee Te Ure?
donor RoMTON DOSTERE — Trans Dae anor —— fare rao — cao FREEROTD Sra Sis — To Cota SA na CAT Pg
S77 fat SAUL ATHERTON STREET PAR — Pave RTON STREET wasnt fer ik BLAND FREEHODD Sed Ss [tem Gola VEN favaty COATS Pat
Count
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Properties Under Offer/Out of Scope
BE
RECONCILIATION TO TRANSFER,
Lega Tite Number I BE BE Name ‘StreeuHouse No city [pet [ru territory Tenure Site Type PROPOSAL PATON TOT
‘CATS Under Off
Fi83_MELRSHAM DOICOTAN. [Si-31A CHURCH STREET ETS [Siz 622 [THAWES VALLEY, FREEHOLD ‘Shared Sie — [No Transfer [GATS Under Ofer
Hon6[POTTERS BAR DO/CO 2-125 DARKES LANE IPOTTERS BAR [ENS 161 [THAMES VALLEY [FREEHOLD ‘Shared Site [No Transfer [CAT 3 Under Offer
1702 [HARPENDEN OO1GO [a STATION ROAD IHARPENDEN [ALS 4A —ITHANES VALLEY, [FREEHOLD ‘Shared Sie [No Transfer [CAT 3 Under Offer
hi771_INEW GROSS DOICO, 1199-205 NEW CROSS ROAD [LONDON [SET4 5ET_[LONOON, [FREEHOLO ‘Shared Siie [No Transfer [GATS Under Offer
‘Cala Sole MSP Under Offer
pea Ea NSP FPO
17o7_IRAMSGATE MSP 42-48 HIGH STREET RAMSGATE lor11 9aa_ISouTH EAST ENGLAND IMG site__INo Transfer CAT 4 Sole MSP Under Offer
FREEHOLD EA MSPIFPOTH
Jea2_IINGATESTONE MSPIPAR, Hic sTReET INGATESTONE. Joma ver _[ancua RMG site INo Transfer JCAT 4 Sole MSP Under Ofer
=r Ea MSPIFPOTR
11096 IFOWEY MSP Js custom HOUSE HILL FOWEY. lp.23 14a_ISOUTH WEST ENGLANDI MG site__INo Transfer [CAT 4 Sole MSP Under Ofer
[FREEHOLD fade
11099 ]MORETON IN MARSH MSP ew ROAD IMORETON IN MARSH [6156 0AS_ITHAMES VALLEY RMG site INo Transfer JCAT 4 Sole MSP Under Offer
=a a MSPIFPOTR
[1146 [st MARY MSPIRES. HUGH sTREET sues or scuty [eet our_IsourH west ENGLANOI RMG site INo Transfer JCAT 4 Sole MSP Under Orer
‘Cat London MC
i [is [CONDON SOUTH MCIDOTCITTORFIMED — [SS NINE ELMS TANE [CORDON [Ws 566 [LONDON [FREEHOLD [Shared Sie — [No Transfer [EAT Stondon NG To be removed —]
Count 10
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Leasehold MSP's
Sena
1 PF
az Te anes [BE] hans Geena ey eareniey Tae ete PROPORAL
Count 4
sub lease
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‘Short Leaseholds (Not for transfer unless shaded in yellow where an assignment is needed due to title issues)
LSS
TRANS
Legal Title Number] BE BE Name [sweettiouseno I City Ped I RM Territory Tenure steType I PROPOSAL
207 BELFAST BOTANIC AVENUE CO TEASEHOTD ‘Shared Sie
368 BRISTOL. MOIRTWIMEDICTT LEASEHOLD Shared Site
378 BARRY DOICOIST LEASEHOLD Shared Site
422 CHESTERFIELD CO LEASEHOLD Shared Site
573 GLOUCESTER KINGS SQ CO LEASEHOLD Shared Sito
1599 HONITON DOICOIGAR LEASEHOLD Shared Sito
925 OXFORD EAST DOIOFF LEASEHOLD Shared Site
943 QUEENSWAY MSPIEO LEASEHOLD Shared Site
41156 BIRMINGHAM MERLIN HSE PMS LEASEHOLD Shared Site
4353 KETTERING DOICO LEASEHOLD Shared Sito
41378 SHOREHAM DOICO LEASEHOLD Shared Site
+405 WEST WICKHAM DOICO LEASEHOLD Shared Sto
4987 PORTSMOUTH PAR LEASEHOLD Shared Site
2456 DENBIGH DOICOIPAR LEASEHOLD Shared Site
2559 MANCHESTER MC/RTWIMEDIST LEASEHOLD Shared Sito
2590 MORECAMBE DOICO LEASEHOLD Shared Site
2596 KENDAL DOICO LEASEHOLD Shared Site
2811 BRIDLINGTON DOICO LEASEHOLD
2077 KILMARNOCK CO LEASEHOLD
3021 GLASGOW GUILD HALL OFF LEASEHOLD
$3240 SWINTON CO LEASEHOLD Shared Site
count a
[7 Assignment Needed
NB BE 3099 Bront House PMS, Belfast s an additional assignment not shown above (as asset class in SAP is correctly recorded) ESE
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148 Old Street - Special Arrangements
toot Te tumber] EE I ae se ee 5 Tene I rorosa I SORELTONTS
OL to take Ground, Sth Flor 1st April. POL to take assignment, leaseback to RM now of dth wth breakin 2015
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Reconciliation
Tab Count
CAT! Ter 7
CAT2 Ter 20
CATS Ter 8
CATA Ter 16
CATS Ter 2
CIT Ters 5
Parking 2
LH MSP Tr 4
Short LH a
Old st 1
Not in Scope 10
Control 187
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ble New Rental Units
P
oa
New RU (Outside 64 Act)
Faraworth New RU (Outside 54 Act)
RECONCILIATION TO
‘TRANSFER PROPOSAL.
RM in POL Building
Lea ie ant] SE] Sete
‘StreetiHouse No
city
[eeu
RM Territory
=a
Site Type
I
PROPOSAL
[eRSEATION TS
“TRANSFER PROPOSAL
“497 ECOLESTON STREET CO/OFF
Sub Lease required for RM occupation
TEASEROLD
‘Shared Sie
‘Rito lake underiease
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