GCF
Final Call-Off Form
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FRAMEWORK AGREEMENT
FINAL CALL OFF FORM
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CALL-OFF FORM
CALL-OFF FORM TO ENTER I NTO A CALL-OFF CONTRACT UNDER THE GSi
CONVERGENCE FRAMEWORK AGREEMENT (reference RM828)
Dated 2 3
2013, Reference number G0F -1595
(1) C a b i n e t Office as represented by Government Digital Services whose
principal place of business is at Aviation House, 125 Kingsway, Holborn, London,
WC2B 6NH (the "Cus t omer Authority"): and
(2) V o d a f o n e Limited (Company Number: 1471587) whose registered address is at
Vodafone House, The Connection. Newbury, Berkshire RG14 2FN
(the Contractor").
1_ DE FI NI TI O NS AND I NTERPRETATI ON
1.1 U n l e s s otherwise stated, defined terms used in this Call-Off Form hav e t he
meanings given in Schedule 1 (Definitions) of the Call-Off Terms incorporated
through Paragraph 2.1 below.
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1.3 T h e Framework Authority wishes to avoid the situation where through completion
.
of this Call-Off Form by the Customer Authority and the Contractor, a Call-Off
2
The
Contract creates a conflict with the Framework Agreement. Therefore, if there is a
C o m
conflict between a Call-Of f Contract a n d t he Framework Agreement, t h e
m e n c
Agreement shall prevail t o t he extent o f such conflict and t he
e m e Framework
n
t
Customer Authority and the Contractor shall comply with the instructions of the
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Framework Authority (acting reasonably and in consultation with the Customer
a
t
Authority and the Contractor) on how such conflict shall be resolved.
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s
2.
h TE RMS OF CONTRACT
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2.1
e T h e Customer Authority and the Contractor entered into a Call-Off Contract by
means of Call-Off Form dated,
R
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f
Call-Off Form GCF-1595.
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2.2 T h e Customer wishes t o order new Services in accordance with Option 1 as
defined in ANV15.
2.3 S u b j e c t to paragraph 2.6 below from the Commencement Date (as defined in
paragraph 1.2 above), the Services which the Customer Authority was receiving
under Call-Off Form GU-0595 shall now be gcverned by the terms of this CallOff Form and shall also be subject t o the revised Initial Term and Extension
Periods as set Out in paragraph 2.7 below and this Call-Off Form shall supersede
Call-Off Form GCF-0595 The payment of the Core Services Charge shall cease to
be payable by the Customer Authority under the Call-Off Contract resultant from
Call-Off Form and shall instead be payable under the Call-Off Contract resultant
from t his Call-Of f Fo r m f o r t h e I nit ial Te r m whic h c ommenc es o n t h e
Commencement Date.
2 4 T h i s Call-Off Form and its appendices, together with the Call-Off Terms (including
Schedules) shall constitute a Call-Off Contract.
2.5 T h e Call-Off Terms are enhanced by and subject to the contents of this Call-Off
Form and any of its appendices.
2.6 T h e Services are to be provided for the benefit of
2.6.1 t h e Customer Authority; and
2.6.2 t h e Indirect Customers set out in Appendix 1 to this Call-Off Form.
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2.7 F o r the purposes of this Call-Off Form the following definitions in the Call-Oft
Terms shall be amended as follows:
"Effective Date"
the dat e of the mos t recent Call-Off Contract
between the Contractor and the Customer;
"Extension Period"
the Customer may extend t he Initial Term by
initially one (1) cne year period and subsequently
by a further three (3) month period by serving no
less t han three months' written notice t o t he
Contractor prior to the expiry of the Initial Term
or the first Extension Period as the case may be,
such that the final latest possible date of expiry
of the Extension Period is 31 March 2017,
"Initial Term"
the period f rom t h e Effective Dat e unt il 3 1
December 2015;
"Transition Completion Date"
The date by which all GCF connections will be
physically migrated to PSN connectivity. This will
be achieved by 31 March 2014 unless changed
by mutual agreement between t he Contractor
and Framework Aut horit y , a s def ined i n
Framework Agreement Schedule 1, Definitions
and Call-Off Schedule 1, Definitions.
2.8 I f the Customer Authority has ordered an IL4 connection, it wi l l be required to
migrate its existing GCF Connectivity to PSN Connectivity, at which point the Contractor
shall use the Contractor's IL4 Accredited encryption layer across IL2 PSN Connectivity.
The Parties acknowledge and agree that t he IL4 connection is dependent on and
subsequent to the 11_2 Connection.
2.9 O p t i o n 2 Additional Terms N/A
Pace 3
2.10 O p t i o n 1 Additional terms
The Contractor shall allow the Customer Authority a period of 30 days of dual running of
GCF Connectivity and PSN Connectivity and shall invoice the Customer Authority for both
the GCF Connectivity and the PSN Connectivity, but shall credit the Customer Authority
for one of these Services, the net effect being that the Customer Authority only pays for
one of the Services for that month. Any part of the dual running which goes beyond 30
days shall be chargeable to the Customer Authority at the normal monthly recurring
charge of the GCF Connectivity circuit, provided that the Contractor gives the Customer a
timely reminder to give 30 days' notice to cease the GCF Connectivity.
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3. C O D E OF CONNECTI ON AGREEMENT AND CUSTOMER CODE OF
CONNECTI ON CERTI FI CATE
The Framework Authority has approved the Customer Authority's connection to and use
of the Services prior to it issuing the Customer Authority with a Customer Code of
Connection Certificate. In such circumstances, the Customer Authority shall still be
required to comply with the Code of Connection Agreement and be liable to pay the
Contractor the Charges from the Operational Service Commencement Date, even if the
Framework Authority has not issued a Customer Code of Connection Certificate
4. I NI TI A L TERM AND EXTENSI ON PERI OD
4.1 I n accordance with Clause 41.1 of the Call-Off Terms, the Call-Off Contract will
begin on the Effective Date and, unless terminated at an earlier date by operation
of Law or in accordance with Clause 42, will terminate at:
4.1.1 t h e end of the Initial Term: or
4.1.2 i f the Customer Authority elects to extend the Initial Term, at the end of
any Extension Period.
5. G O V E RNI NG LAW - N/A
6. B C D R AND SECURI TY PLANS
6.1 The Customer Authority shall, if required, request a copy of the BCDR Plan and/or
Security Plan from the Framework Authority.
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APPENDIX 'I
INDIRECT CUSTOMERS
N/A
Do not insert the names of PSO customers if your organisation is merely providing them
an application or intranet web resource for which they are separately contracting for CCP
and/or PSN etc. to access
Pam: 6
APPENDIX 2
INFORMATION REQUIRED FOR CALL-OFF TERMS
1. RE P RE S E NTA TI V E S AND KEY PERSONNEL
1.1 F o r the purposes of Clause 18.1 of the Call-Off Terms, the Customer Authority
Representative shall be:
Name
Responsibilities/Authorities
•
As set out in Clause 7.3 the Call-Off Terms;
•
As set out in Schedules 2.1 (Performance
Monitoring) and 4,2 (Testing Procedures) of
the Call-Off Terms;
•
As set out in Schedule 11 (Standards) of
the Framework Agreement;
1.2 F o r the purposes of Clause 18.1 of the Call-Off Terms, the Contractor
Representative shall be:
Name
Responsibilities/Authorities
• A s set out in Schedule 2,1
(Performance Monitoring);
ger
nna.larman(@yodafone.com
Pau 7
Key Role Minimum I
Period
2 years
1.3 I n accordance with clause 23.5 of the Call-Off Terms, the Parties have agreed the
appointment of the following Key Personnel:
Role
Name
Responsibilities !
Authorities
Key
Role
Minimu
in
Period
Service
Manager
• L e v e l 1 escalation
in relation to
Disputes (see
Schedule 6.3
(Dispute
Resolution
Procedure));
2 years
Contractor's
Change
Manager
• Re c e i p t of
Change
Communications
in accordance
with Schedule 6.2
(Change Control
Procedure);
2 years
m
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2. O T H E R CUSTOMER AUTHORI TY PERSONNEL
Name
Role
Responsibilities/Authorities
Service
Manager
• Level 1 escalation i n _
Formatted: Highlight
relation to Disputes (see
Schedule 6 . 3 (Dis put e
Resolution Procedure));
- For
ma Code
tte d: Changed
Highiight
ipield
Customer
Authority
GCF
Contract
Manager
v. uk
Customer
Authority's
Change
Manager
• Approv al o f Operational
Changes and receipt of
Change Communications
in a c c o r d a n c e w i t h
Schedule 6 . 2 (Change
Control Procedure)
3. A P P R O V E D SUB-CONTRACTORS
3.1 T h e following Sub-contractors shall be used by the Contractor to provide the
Services to the Customer Authority under this Call-Off Contract The Contractor
may not use any Sub-contractors which have not been approved by the Framework
Authority in accordance with the Framework Agreement:
Pace 10
Sub-contractor Name,
Address (including
registered office) and
Registered Number
Related
Product/Service
Description
Role in
delivery of
the Services
Material
Subcontractor
(Yes/No)
N/A
N/A
N/A
N/A
4. LI MI TATI O NS ON LI ABI LI TY
Changes to Call-Off Contract Limitations of Liability: N/A
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5. I NDI RE CT CUSTOMERS
In accordance with Clause 48.4 of the Call-Off Terms, the following Indirect Customers
may enforce the benefit of this Call-Off Contract as a third party to the extent that the
Services are being provided to that Indirect Customer:
Refer to Appendix 1
6. N O T I C E S
In accordance with Clause 54.4 of the Call-Off Terms, the following addresses and other
details for service of notices shall apply:
Customer Authority:
Contractor:
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6.1
7. C O M M E R C I A L NEGOTI ATI ONS
In accordance with Paragraph 3.3 of Schedule 6.3 (Dispute Resolution Procedure), the
following escalation levels shall apply:
Level 2
Level 3
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APPENDIX 3
SERVICE REQUIREMENTS, CONTRACTOR SERVICE DESCRIPTIONS AND
CUSTOMER AUTHORITY RESPONSIBILITIES
PART A: SERVICE REQUIREMENTS
SERVICES
Connectivity
What Im pact Level is R equi r ed?
G
U
Connectivity
What Resilience do you r equir e?
N
o
n
What Primary Service do you r equir e? 2 0 M b over 100Mb
What Secondar y Service do you r equir e? N o n
Which Inter net Service is Requir ed? S e c u r e Inter net Gateway
POSTCODE
W
C
2
B
ENH
Email Relay & Mail Filter ing
Anti Virus ! Anti Spam Bundl e
Which IL Com m unity?
1
6
1
_
3
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Service groups here have been taken from the GCF Catalogue. The individual Catalogue
Items and details are listed in Appendix 6, below
Date
Services
Procured
Service Volume
GCF Collaboration Service
Closed User Groups
11_2 Connectivity Service
I n Connectivity Service
IL4 Connectivity Service
GCF Directory Service
GCF Mailbox Service
Y
Y
Y
Email Filtering Service
Email Relay Service
Firewall Service
GCF Internet Access
Y
GCF Hosting Service
Network Remote Access Service
Professional Service
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PART B: CONTRACTOR SERVICE DESCRIPTIONS AND CUSTOMER AUTHORITY
RESPONSIBILITIES
The Customer and the Contractor shall work together with the PSN GCF transition team
and use their reasonable endeavours t o align migrations with the wider Government
Application configurations.
OPTION 1 CUSTOMERS ONLY
PART C: PSN MIGRATION ROADMAP
Detail may be prov ided around migrat ion wit h a deadline of 31 Marc h 2014
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APPENDIX 4
SERVICE LEVEL TARGETS
Service Levels that apply to the standard Services listed in Appendix 3 are as set
out within the Contractor's Catalogue.
The Service Cover Period shall be]
08:00-18:00 hours on any day excluding Saturdays, Sundays and Public
Holidays
Unresolved Incidents are to be escalated to:
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APPENDIX 5
IMPLEMENTATION
1. O UTL I NE IMPLEMENTATION PLAN
In accordance with Paragraph 2 of Schedule 4,1 (Implementation) of the Call-Off Terms,
the following Outline Implementation Plan is agreed by the Parties:
N/A
2. O T H E R MILESTONES
2.1 W i t h o u t prejudice to the Outline Implementation Plan, the Contractor shall comply
with all other timescales set out in the Call-Off Terms including the following:
2.1.1 d r a f t proforma invoice to be developed within ten (10) Working Days after
the Effective Date (Schedule 5.1 (Invoicing));
2.1.2 ( i f requested by the Customer Authority) Detailed Implementation Plan
developed within one (1) month of the Effective Date (Clause 4.2 of the Call-Off
Terms):
2.1.3 ( i f applicable) Test Strategy to be developed within twenty (20) Working
Days after the Effective Date (Paragraph 4.1 of Schedule 4.2 (Testing
Procedures));
2.1.4 ( i f applicable) Test Plans developed within thirty (30) Working Days after
the Effective Date (Paragraph 5.1 of Schedule 4.2 (Testing Procedures));
2,1.5 ( i f applicable) Test Specification developed within ten (10) Working Days
prior to start of Testing (Paragraph 7.1 of Schedule 4.2 (Testing Procedures)):
and;
2.1.6 E x i t Plan developed and Exit Manager appointed within three (3) months
after the Effective Date (Schedule 6.4 (Exit Management)),
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APPENDIX 6
CHARGING AND INVOICING
1. MI LESTONE PAYMENTS
In accordance with Paragraph 2.2 of Part A of Schedule 4 (Charges) of the Framework
Agreement, the following Milestone Payments shall apply:
Milestone Number
Milestone Description
Amount of Charge (E)
N/A
N/A
N/A
2. CO RE SERVICE CHARGE
In accordance with Paragraph 3 of Part A of Schedule 4 (Charges) of the
Framework Agreement, the following Core Service Charge shall apply: E5,000 per
annum
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3. SERVI CE CHARGES
In accordance with Paragraphs 4.4 and 4.5 of Part A of Schedule 4 (Charges) of the
Framework Agreement, the following Service Charges shall apply:
CONNECTIVITY I INTERNET
1 A v i a t i o n House
Primary
125 Kingway, Avi ati on House, London
WC2B 6NH
Annual
Charge
G U Access Primary 100 MB
GCF Access Primary Distance 100 MB
GCF CPE GCF Connectivity Primary 100
MB
G U VPN GCF Connectivity Primary 20
MB
G U Internet 20Mbps - Secure Internet
Gateway (GCF or PSN IL3 N•wk)
EMAIL RELAY & MAIL FILTERING
Annual
Charge
6
Anti Virus I Anti Spam
2
Management Charges
Annual
Core Charge
GPS Charge
PSN Charge
Small User
GCF Government Procurement Serv,rce
Management Charge
GCF PSN Management Change
Compliance Assessment Charge
TOTAL
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4.
Note 1:
Option 1 Installation waiver will be applied by Vodatione when Customers migrate to
GCF on a like-for-like service basis. Any service(s) purchased thereafter will be
subject to GCF Catalogue pricing. Upgr ades will need to have the difference paid
between existing and New Services
Note 2:
Option 1 customers transitioning to PSN connectivity will be charged for 30 days dual
running of GCF and PSN connectivity, but Vodatone shall credit the Customer
Authority for GCF connectivity in the dual running period. Any part of the dual running
that goes beyond 30 days shall be chargeaole at the normal recurring charge.
Note 3:
Option 2 customers will be charged for their reconfiguration costs once the
configuration changes have been completed,
Note 4:
All charges listed are exclusive of GPS Management Charge and PSN Management
charge which will be levied at 2.55 a n d 0.95%respectively
4. DELAY PAYMENTS
In accordance with Paragraph 6 of Part A of Schedule 4 (Charges) of the Framework
Agreement, the following Delay Payments shall apply: N/A
Milestone Number
Delay Payment
N/A
N/A
5. CONTRACTOR' S CATALOGUE
In accordance with Paragraph 1.5 of Part B of Schedule 4 (Charges) of the Framework
Agreement, the Contractor's Catalogue which applies to the Services being procured
under this Call-Off Form.
6. SUPPORTI NG DOCUMENTATION
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In accordance with Paragraph 2.7 of Schedule 5.1 (Invoicing) of the Call-Off Terms, the
address to which all invoices and Supporting Documentation shall be sent to is;
APPENDIX 7
TESTING PROCEDURES
1. TE S T SUCCESS CRITERIA
In accordance with Paragraph 6 of Schedule 4.2 (Testing Procedures) of the Call-Off
Terms, the following Test Success Criteria shall apply where no Test Success Criteria
have been specified in the Contractor's Catalogue:
Service Element
N/A
Pre-conditions
N/A
Test Success Criteria
N/A
2. TE S T ISSUES
In accordance with Paragraph 9.1 of Schedule 4.2 (Testing Procedures) of the Call-Off
Terms, the following Test Issue criteria shall apply where no Test Issue criteria have been
specified in the Contractor's Catalogue: N/A
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APPENDIX 8
TUPE
In accordance with Paragraph 2.1 of Schedule 7.1 (Staff Transfer), the following Parts
apply: N/A
TRANSFERRING CUSTOMER AUTHORITY EMPLOYEES
The following individuals are Transferring Customer Authority Employees: N/A
TRANSFERRING OUTGOING SERVICE PROVIDER EMPLOYEES
The following individuals are Transferring Outgoing Service Provider Employees: N/A
Pace 24
SIGNED by or on behalf of the Parties on the date set out above:
For and on behal f of the Custom er Authority:
Name and Title
_
Signature
Date
For and on behal f of the Contractor:
Name and Title
Signature
Date