WITNO0370120
WITNO0370120
Docusign Envelope ID: 24106F5B-1FA4-40A2-929A-3224BF8A659F
Commercial in confidence
fe] GrantThornton
Engagement Letter
Provision of professional services support in relation to Project Ruby
Date
1.1 4 July 2024
2 Parties to this Engagement Letter
National Federation of Subpostmasters Grant Thornton UK LLP
Evelyn House 30 Finsbury Square
22 Windlesham Gardens London
Shoreham-by-Sea EC2P 2YU
BN43 5AZ (Grant Thornton, GT, we, us)
(NFSP, the Client, you)
3 Introduction
3.1 This letter (the Engagement Letter), together with our standard terms and conditions (further details of which
are provided in paragraph 12 below) (the Terms and Conditions ) sets out the basis on which Grant Thomton
will provide you with the services set out in Appendix A in connection with assessment of the commercial options
available to NFSP to re-define purpose and vision (Project Ruby, the Project or the Purpose).
3.2. Words and phrases defined in clause 1 of the Terms and Conditions will have the same meanings in this
Engagement Letter.
4 Scope of work
41 The services to be provided by us pursuantto this Engagement Letter (the Services) are detailed in Appendix A
We will work with your management team (Management) to carry out our work set outin this Engagement Letter.
For the avoidance of doubt, your management will solely be responsible for any management decisions.
42 Where, in the course of performing our agreed scope of work, we assist Management in drafting the appropriate
documents to support the Project (the Client Documents), such documents willbe Client Documents and will not
contain Grant Thomton branding. The directors of the Client will be responsible for reviewing drafts of the Client
Documents prior to finalisation, and for approving the Client Documents for formal adoption by the Client
43 Ourwork is limited to the scope of our engagement as defined in Appendix A. You are responsible for
determining whether the scope of ourwork specified in this letter is sufficient for your purposes in the context of
Project Ruby. If we were to perform additional procedures or extend the scope of our work into other areas, we
might identify other matters that would be reported to you. This would be the subject of an addendum to this letter
or a separate engagementletter, dependin g upon the circumstances.
44 During the course of the engagement, we may show drafts of our output to you. We draw your attention to clause
3.5 ‘Drafts and updating work' in the Terms and Conditions. A document remains ‘draft for these purposes until it
has been manually signed by a Grant Thornton UK LLP partner or director or electronically signed us ing an
Advanced Electronic Signature such as DocuSign
45 Draft copies of our output will be provided to the directors of NFSP to confirm the factual accuracy of the
information contained therein.
46 Weill require a written representation from the directors of NFSP to confirm the factual accuracy of the
information contained in our output.
Catered Accountants. Grant Thomion UK LLP is aimed billy partnership registred in England and Wes: NoOC307742 grantthornton.co.uk
Registered oflce: 30 Finsbury Square London EC2A 1AG Ait ofmembersis_avaiable tom ou registered ofc. Grant Thomon
UKLLP is auhorsed an requstedby he Franc Conduct Auhoriy. Grant Thomon UK LLP isa member fem of ant Thornton
InemafonalLit (STL). GTIL and he member rms are nota workwide pa. ership, Services are delivered by he member fs,
GTL adits member fs are not agent of and donotcbigale one anoher andar ntlible orone anoher'sacisorom issions
Please see granthorin co.uk futher det
WITNO00370120
WITNO0370120
Docusign Envelope ID: 24106F5B-1FA4-40A2-929A-3224BF8A659F
54
52
6.2
72
73
82
83
84
Commercial in confidence
Timetable
Our work is expected to take place over 12 weeks, commencing on 12 August 2024
We will work with you to meet this expected timetable but point out that our ability to meet this deadline will be
most notably dependent on the availability of Management and the timeliness and completeness of the
information and explanations provided.
Confidentiality
Our report and related communications including attachments (together, the Deliverables) will be addressed to
the Client. We draw your attention to clause 3.4 ‘Liability to Addressees only’ and clause 7.1 ‘The Addressees'
confidentiality obligations’ in the Terms and Conditions.
Notwithstanding clause 7.1 'The Addressees' confidentiality obligations’ in the Terms and Conditions, we hereby
agree that you may disclose our Deliverables to your professional advisers in connection with the Purpose
without our prior written consent but in each case strictly on the basis that prior to disclosure you inform such
parties that (i) disclosure by themis not permitted without our prior written consent, and (ii) we accept no duty of
care nor assume responsibility to any person other than the Ad dressee(s).
Conflicts of interest and independence
To maintain the independence of the process, the Project will be conducted by a partner and team separate to
the advisory teams working with Post Office Limited (POL). In addition, the report will be reviewed by a partner
independent of the advisory work to ensure the objectivity of our Services.
The Client have been informed of the various roles that Grant Thomton UK LLP has been requested to fulfil for
POL. By agreeing to the terms of this Engagement Letter, you confirm your understanding of the roles that Grant
Thomton UK LLP is undertaking for POL and you consider that there are no conflicts of interest or independence
in relation to these roles.
We draw your attention to clause 2.1 Relationship checking’ in the Terms and Conditions.
Fees
In accordance with normal professional practice, our fees are based upon the degree of responsibility and skill
involved and the time necessarily spent on the engagement. Our total fees of £ 150,000 plus expenses and VAT
will be invoiced to and payable by the C lient and are due on presentation of our invoice. We will invoice you on a
monthly basis throughout delivery of the Services, or we will invoice you on issue of our final report, whichever
date is earlier. These charge out rates have applied since 1 January 2024, albeit we reserve the right to amend
themin the future after prior notification to you.
We draw your attention to clauses 4.1, 14.4 and 14.5 of the Terms and Conditions.
For the avoidance of doubt our fees are not contingent on the outcome of this engagement. If this engagement is
terminated before completion of the Services, we will invoice the C lient for the time costs incurred by us at our
normal scale rates for this type of work (up to and including the date on which we are notified that our
engagement has been terminated).
Fee assumptions
Our fees are based on the following assumptions:
* There is no change to the scope of the work as set out in this letter
* We will have disclosed to us all relevant financial and operational records and related information,
and the information we require will be reliable and will be provided to us without undue delay
* We will receive full co-operation from all relevant personnel at, and other professional advisers to,
the Client
* We are given appropriate access to all information and people involved in this assignment from the
Client management teams we reasonably require in the course of our work
* Project Ruby completes on 31 October 2024
If these assumptions are not met, we reserve the right to charge an additional fee for any extra work involved in
carrying out the engagement
Engagement team
Our proposed engagement team will include the following roles:
srant Thomton UK LLP 2
WITNO00370120
WITNO0370120
Docusign Envelope ID: 24106F5B-1FA4-40A2-929A-3224BF8A659F
92
10
10.1
1
11.41
12
12.1
12.2
13
13.1
Commercial in confidence
* The Engagement Leader, Oliver Bridge, who will be responsible to you for this engagement
* The Engagement Supervisor, Galyna Tkalenko, who will manage the assignment on a day-to-day basis
Other Grant Thornton UK LLP resources will be utilised on this engagement, as appropriate
Together, the above comprise the ‘Engagement Team’ and will work with the appropriate members of
Management.
Limitation of liability
We draw your attention to clause 9 ‘Limitation of liability’ in the Terms and Conditions. The limitation of liability
referred to in that clause refers to all assignments undertaken by us for you in relation to the Purpose, whether
the subject of this Agreement or another engagement letter/agreement.
Data Protection
We may need to Process Personal Data about you and individuals associated with you (such as clients, staff,
trustees and others), which could include the following: personal identification and contact details, employment
related information or financial da ta. We will hold the Personal Data as Data Controller. Our privacy notice on our
website (www grantthornton.co.uk/en/privacy) contains further details as to how we may use, process and store
Personal Data.
Additional terms and conditions of engagement
The additional detailed Terms and Conditions, version: T&C 05 -24, available from the 'Terms and conditions’
link at the bottom of our website (www.arantthorton.co.uk) apply to the Services as if they were set out in this
Engagement Letter and should be read and understood in conjunction with it as they form an important and
integral part of the overall terms of our Agreement.
A copy of our Terms and Conditions is available upon request
Acceptance of terms
We should be grateful if you would confirm your agreement to the terms of this contract, including the Terms and
the Conditions, by signing this Agreement.
Grout thornton Uke (UP
Grant Thornton UK LLP
I accept the terms of this Agreement for and on behalf of National Federation of Subpostmasters
Signed _{ GRO I Date _ 15/07/2024
Printname __ ROBERT CLACK
Role COMMERCIAL & RETAIL DIRECTOR
srant Thomton UK LLP 3
WITNO00370120
WITNO0370120
Docusign Envelope ID: 24106F5B-1FA4-40A2-929A-3224BF8A659F
Commercial in confidence
Appendix A - Scope of Work
1 Project
14 The Client's objective is to redefine their purpose and vision by assessing options to become a self-
sufficient, profitable operation, with subpostmasters remaining at the core
1.2 Our work will include
Working collaboratively, NFSP and Grant Thornton will perform the following activities through data analysis,
interviews and surveys:
* Agree the current purpose and vision of NFSP as seen by NFSP, Post Office Limited (POL) anda
selection of subpostmasters, the strategic goals that have been in place and how these have been
executed in recent years
* Hold interviews and discussions with NFSP stakeholders including the POL to
o Understand the value NFSP has to POL and the subpostmasters,
o Understand the current and future challenges in the market that NFSP could be used to
overcome. This will include consideration of the mail market and any likely future challenges /
changes e.g. competition, regulations
o Understand the current funding, income and cost environment of NFSP and how this relates to
its current operating model
«Gain an independent understanding of the external landscape for NFSP’s future including opportunities
to access new or increasing revenue streams, any barriers to entry and the needs and requirements of
key stakeholders
« Understand any limitations and opportunities for the future internal landscape in line with the external
landscape including skills and capabilities, investment, cost savings
* Create a list of commercial options available to NFSP and undertake assessment against success
criteria for each scenario. This will include financial and market considerations as per the UK markets
* Bychallenging the current status quo and seeking alignment with stakeholders, support your
Management to define the future purpose and vision of NFSP
Project Outcomes
* Re-defined purpose and vision for NFSP that will support a sustainable future for subpostmasters and
POL
* A llistof fit-for-purpose commercial strategy options available to NFSP assessed against success criteria
(including financial impact)
« Support NFSP Management's decision around which commercial strategy option to take forward into
next phase which will include more detailed modelling and market analysis
1.3 Output of our work will include:
To support the Project outcomes as listed in the above section, our output will be a Client Document outlining the
proposed purpose and vision for NFSP that will support a sustainable future, and all of our wider observations
and proposed options for your Management's consideration.
srant Thomton UK LLP 4
Ce
icate Of Completion
Envelope Id: 24106F5B1FA440A2929A3224BF 8A659F
Subject: Complete with Docusign: NFSP_letter of engagement 4 July 24.paf
Document Type: Letter of Engagement/Contract
ID: NFSP_letter of engagement 4 July 24
ID Type: Take On assignment
Service Line: Advisory - Deals & Business Consulting
Source Envelope:
Document Pages: 4
Certificate Pages: 2
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 2
Initials: 0
Time Zone: (UTC) Dublin, Edinburgh, Lisbon, London
Record Tracking
Status: Original
5/7/2024 I 09:54
Signer Events
Grant Thornton UK LLP
ge -
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
NFSP
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Witness Events
Notary Events
Envelope Summary Events
Holder: Charlotte Underwood
Signature
Grout Thornton Uk UP
Signature Adoption: Pre-selected Style
Using IP Addressi.
Signature Adoption
Using IP Address!
Signature
Status
Status
Status
Status
Status
Signature
Signature
Status
Lond
WITNO00370120
WITNO0370120
DocuSign
Status: Completed
Envelope Originator:
Charlotte Underwood
30 Finsbury Square
EC2A 1AG
IP Address:!
Location: DocuSign
Timestamp
Sent: 5/7/2024 I 09:56
Viewed: 5/7/2024 I 14:04
Signed: 5/7/2024 I 14:04
Sent: 5/7/2024 I 14:04
Viewed: 15/7/2024 I 11:12
Signed: 15/7/2024 I 11:21
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamps
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Payment Events
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Status
Timestamps
5/7/2024 I 09:56
15/7/2024 I 11:12
15/7/2024 I 11:21
15/7/2024 I 11:21
Timestamps
WITNO00370120
WITN00370120